loanDepot, Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
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Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the quarter ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted orterminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408 of Regulation S-K).
CEO Employment Agreement
On May 6, 2026, Anthony Hsieh and the Company entered into an Executive Employment Agreement (the “Hsieh Agreement”), effective as of March 1, 2026, with Mr. Hsieh that provides for at-will employment for his services as Chief Executive Officer and President. The Hsieh Agreement provides for (i) an initial annual base salary of $1,000,000 (ii) a target annual bonus of 225% of his base salary for 2026 and 250% of his base salary thereafter; and (iii) reimbursement of up to $400,000 per year for expenses for business-related use of any aircraft or watercraft owned or leased by Mr. Hsieh. The Hsieh Agreement provides that he will receive at the Company’s next regularly scheduled quarterly grant date an award of 1.0 million restricted stock units (“RSUs”) that vest over three years and an award of 2.0 million performance stock units (“PSUs”) that vests upon the Company's Class A common stock achieving specified prices per share over a three year performance period, which replace the 1.5 million PSUs he was otherwise entitled to receive in 2026 under the terms of a letter agreement between Mr. Hsieh and the Company dated March 6, 2025. The Hsieh Agreement also provides that as part of the Company’s annual equity grant process for 2027 he will receive an award of 1.0 million RSUs that vest over three years and an award of 1.0 million PSUs that vests upon the Company's Class A common stock achieving specified prices per share to be determined by the Committee at the time of grant over a three year performance period. The Hsieh Agreement also subjects Mr. Hsieh to standard restrictive covenants. The Company will reimburse Mr. Hsieh for legal fees in connection with the Hsieh Agreement up to $40,000.
Pursuant to the Hsieh Agreement, Mr. Hsieh would be entitled to receive certain payments and benefits in connection with certain terminations of employment, as follows:
In the event Mr. Hsieh is involuntarily terminated without “cause” or resigns for “good reason” not in connection with a “change in control” (each as defined in the Hsieh Agreement) (together, a “Hsieh Covered Termination”), Mr. Hsieh would be entitled to receive the earned, but unpaid portion of his annual bonus for the prior fiscal year (if applicable) and, subject to his execution and non-revocation of a release of claims, (i) a lump sum payment equal to 24 months of base salary, (ii) a pro-rata annual bonus based on the actual achievement of the performance objectives for the fiscal year in which termination occurs, (iii) the payment or reimbursement of COBRA premiums through the earlier of (A) the second anniversary of the date of termination or (B) the date Mr. Hsieh and his dependents become eligible for healthcare under another employer’s plan, (iv) acceleration of all performance-based equity awards held by Mr. Hsieh, based on actual performance measured to the date of such termination, with a 30-day post-termination window during which achievement of performance goals will still qualify and (v) extension of the exercise period for vested but unexercised options until the earlier of (A) one year following the date of such termination or (B) the expiration date of the option.
Upon a Hsieh Covered Termination during the period beginning 3 months prior to a change in control and ending 24 months after a change in control, Mr. Hsieh would be entitled to receive the earned, but unpaid portion of his annual bonus for the prior fiscal year (if applicable) and, subject to his execution and non-revocation of a release of claims, (i) a lump sum payment equal to 3x the sum of his base salary plus target bonus, (ii) a pro-rata annual bonus based on the actual achievement of the performance objectives for the fiscal year in which termination occurs, and (iii) the payment or reimbursement of COBRA premiums through the earlier of (A) the second anniversary of the date of termination or (B) the date Mr. Hsieh and his dependents become eligible for healthcare under another employer’s plan, and (iv) full accelerated vesting of any unvested equity awards held by Mr. Hsieh, with any performance-based vesting criteria being deemed earned at the greater of target or actual performance through the date of termination. In the event Mr. Hsieh’s employment is terminated due to Mr. Hsieh’s death or disability, he would be entitled to receive the earned, but unpaid portion of his annual bonus for the prior fiscal year (if applicable) and (i) a pro-rata annual bonus based on the actual achievement of the performance objectives for the fiscal year in which termination occurs, (ii) full accelerated vesting of any unvested equity awards held by Mr. Hsieh, with any performance-based vesting criteria being deemed earned at the greater of target or actual performance through the date of termination, and (iii) extension of the exercise period for vested but unexercised options until the earlier of (A) one year following the date of such termination or (B) the expiration date of the option.
Upon a Hsieh Covered Termination during the period beginning 3 months prior to a change in control and ending 24 months after a change in control, Mr. Hsieh would be entitled to receive the earned, but unpaid portion of his annual bonus for the prior fiscal year (if applicable) and, subject to his execution and non-revocation of a release of claims, (i) a lump sum payment equal to 3x the sum of his base salary plus target bonus, (ii) a pro-rata annual bonus based on the actual achievement of the performance objectives for the fiscal year in which termination occurs, and (iii) the payment or reimbursement of COBRA premiums through the earlier of (A) the second anniversary of the date of termination or (B) the date Mr. Hsieh and his dependents become eligible for healthcare under another employer’s plan, and (iv) full accelerated vesting of any unvested equity awards held by Mr. Hsieh, with any performance-based vesting criteria being deemed earned at the greater of target or actual performance through the date of termination.
In the event Mr. Hsieh’s employment is terminated due to Mr. Hsieh’s death or disability, he would be entitled to receive the earned, but unpaid portion of his annual bonus for the prior fiscal year (if applicable) and (i) a pro-rata annual bonus based on the actual achievement of the performance objectives for the fiscal year in which termination occurs, (ii) full accelerated vesting of any unvested equity awards held by Mr. Hsieh, with any performance-based vesting criteria being deemed earned at the greater of target or actual performance through the date of termination, and (iii) extension of the exercise period for vested but unexercised options until the earlier of (A) one year following the date of such termination or (B) the expiration date of the option.
The foregoing descriptions of the Hsieh Agreement is not complete and is qualified in its entirety by reference to the full text of the Hsieh Agreement, a copy of which is attached hereto as Exhibit 10.5, and is incorporated herein by reference.
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