loanDepot Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

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loanDepot, Inc.

(Name of Registrant as Specified in its Charter)

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Dear Fellow Shareholders,

The past two years have been a period of profound challenges for the mortgage and broader housing markets. After the historically high levels of demand in 2020 and 2021, fueled by ultra-low interest rates, the number of home sales and mortgage originations fell sharply in 2022 and again in 2023 to levels last seen in the early 1990s.

During this current cycle, market participants have grappled with the impacts of higher financing costs, significant home price appreciation, and the depressive impact of inflation on household incomes. These factors combined to create affordability challenges for most potential homebuyers. In addition, market activity was constricted by structural imbalances in supply and demand as well as the “lock in” effect, whereby the ultra-low mortgage rates of 2020 and 2021 resulted in most homeowners having very little incentive to sell or refinance their homes.

To address these challenges, our management team, in consultation with our Board, crafted and launched our Vision 2025 strategic plan in July 2022. Vision 2025 provides a focused, transparent, and actionable roadmap to tackle the present market contraction and, importantly, to build the foundation and growth vectors that we believe will generate sustainable long-term shareholder value creation.

Vision 2025 is comprised of the following four major strategic pillars:

1. Transforming the company’s originations business to drive purchase transactions with an expanded emphasis on purpose-driven lending and first-time homebuyers.

2. Investing in profitable growth-generating initiatives including our direct to consumer, builder, and servicing businesses and launching innovative new solutions that form the foundation of a lifecycle relationship with first-time home buyers and owners.

3. Reducing complexity and simplifying our organizational structure with an emphasis on driving client engagement, quality, automation, and operating leverage.

4. Aggressively right sizing loanDepot’s cost structure to be in line with current market realities while investing in our long-term goal of becoming the lowest cost, highest quality producer.

We made significant progress against each of these pillars since we launched Vision 2025 almost two years ago. During 2023, we accelerated our efforts by taking aggressive actions to effectively blunt the near-term impacts of lower market volumes while importantly, positioning loanDepot to capitalize on longer-term opportunities inherent in shifts in homebuyer demographics, advancements in technology and tools, and process and platform optimization.

While overall market unit volumes for originations fell about 27% in 2023,1 our total revenues were down 22% year-over-year, driven by a continued contraction in market activity, as well as our exit from the wholesale channel in late 2022. The percentage of our origination volumes from purchase money transactions increased to over 70% for 2023, significantly up from historical levels and in line with our Vision 2025 targets.

Importantly, we exited 2023 with positive top-line momentum as revenues grew 35% in the fourth quarter of 2023 compared to the fourth quarter of 2022, boosted by higher margins, pull through weighted lock volumes and servicing income.

As we look to the future, we expect to continue to reorient our mortgage origination footprint and other services around purpose-driven lending and related solutions to better serve the increasingly diverse communities of first-time home buyers. Over time, we believe a laser focus on serving first-time

1 Based on data published by the Mortgage Bankers Association buyers will enable loanDepot to build relationships with customers for life, paving the way for the company to become a “partner of choice” for future lending and other home-related transactions.

To support our expanded emphasis on purpose-driven lending, we offer one of the deepest product sets in the industry. Recently, we launched our new nation-wide accessZERO program, providing down payment assistance to create a more flexible and accessible path to homeownership. Our focus on better serving the unique needs of diverse and under-represented communities is supported by our long-standing commitment to recruiting, training and retaining a multicultural and multilingual team of mortgage professionals. In this regard, we were recently recognized as a “Diversity Leader” by National Mortgage Professional Magazine.

We ended 2023 with a half-a-million-unit strong mortgage servicing portfolio with assets under management of $145 billion, up from $141 billion at the end of 2022. Strategically, we believe that growing this high-performing asset will provide reliable, long-term earnings through a variety of cycles, as well as give us the ability to maintain direct engagement with our customers over the life of their loan.

To fund reinvestment in our revenue generating solutions, critical platforms, and our people, as well as support a return to profitability, we continued to aggressively reset the company’s operations and reduce costs throughout 2023. We lowered our total expenses by 36%, which contributed to a significantly lower net loss of $236 million in 2023, down 61% from 2022’s net loss of $610 million. Our adjusted net loss decreased 69%, falling from $458 million in 2022 to $142 million in 20232. As we exited 2023, we had cost productivity programs in flight that we expect to yield an additional $120 million in annualized run-rate benefits in 2024.

While there has been, appropriately, a significant and urgent focus on cost and operational productivity, during 2023 we also greatly improved our quality and delivery metrics, enhanced our digital capabilities, and implemented important process and platform improvements. These foundational elements are expected to benefit the company as the market recovers, and we actively pursue our vision for longer-term differentiation, growth, and top quartile operating performance.

We believe loanDepot is entering 2024 with a more durable revenue model built around a strong multi-channel origination business and an efficient, high-quality servicing platform that underpins our strategy to become a trusted partner for the entire homeownership journey. We have a great team focused on investing in new growth-generating initiatives and capturing positive operating leverage from a more efficient, scalable organization. These factors inform our conviction that we are positioned to achieve our goal of returning to profitability as the market emerges from its current trough levels.

This year, I want to dedicate this letter to the more than 4,300 associates that make up Team loanDepot. It is their support, resilience, and commitment that will ultimately secure our long-term success. As we progress in 2024, Vision 2025 remains our roadmap for successfully navigating current market challenges and emerging as a more valuable company for our shareholders, customers, employees, and communities.

Sincerely,

Frank Martell

2 See “Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures” for a discussion of Non-GAAP Financial Measures and a reconciliation of these metrics to their closest GAAP measure.

loanDepot, Inc.

6561 Irvine Center Drive

Irvine, California 92618

Notice of Annual Meeting of Stockholders

Meeting Date: June 6, 2024

Time: 9:00 a.m., Pacific Time

Location: www.virtualshareholdermeeting.com/LDI2024 access begins at 8:45 a.m., Pacific Time

ITEMS OF BUSINESS

1.To elect the two (2) Class III director nominees named in this proxy statement;2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers; and4.To consider such other business as may properly come before the meeting.

IMPORTANT MEETING INFORMATION

The board of directors has fixed the close of business on April 15, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof.

We will furnish our proxy materials over the Internet as permitted by the rules of the U.S. Securities and Exchange Commission. As a result, we are sending to certain of our stockholders a Notice of Internet Availability of Proxy Materials rather than a full paper set of the proxy materials. Such notice contains instructions on how to access our proxy materials on the Internet, as well as instructions on how stockholders may obtain a paper copy of the proxy materials. This process will reduce the costs associated with printing and distributing our proxy materials. We first began sending our stockholders a Notice Regarding the Internet Availability of Proxy Materials, and made our proxy materials available, on or about April 19, 2024.

Prior to the meeting, questions can be submitted at www.proxyvote.com. During the meeting questions can only be submitted in the question box provided at www.virtualshareholdermeeting.com/LDI2024.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting. The Notice of Internet Availability of Proxy Materials includes instructions on how to vote, including by Internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.

By Order of the Board of Directors,

Gregory Smallwood

Chief Legal Officer and Corporate Secretary

Irvine, CA

April 19, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2024

The Proxy Statement and the Company’s Annual Report are available at www.proxyvote.com.