UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (or date of earliest event reported): February 11, 2026
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(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (888) 337-6888
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
Pursuant to the Amended and Restated Certificate of Incorporation of loanDepot, Inc. (the “Company’), dated February 11, 2021, each outstanding share of the Company’s Class C Common Stock, par value $0.001 per share (“Class C Common Stock”), and Class D Common Stock, par value $0.001 per share (“Class D Common Stock”), automatically and without further action on the part of the Company or any holder of Class C Common Stock or Class D Common Stock, converted into one fully paid and non-assessable share of Class B Common Stock, par value $0.001 per share (“Class B Common Stock”), or Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), respectively. Holders of shares of our Class A Common Stock and Class B Common Stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors elected by our stockholders generally.
As of February 11, 2026, 228,569,593 shares of the Company’s Class A Common Stock and 106,207,433 shares of the Company’s Class B Common Stock were outstanding. No shares of the Company’s Class C Common Stock or Class D Common Stock were outstanding.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
loanDepot, Inc. | ||||||||
By: | /s/ David Hayes | |||||||
Name: David Hayes | ||||||||
Title: Chief Financial Officer | ||||||||
Date: February 12, 2026