loanDepot, Inc.

There have been no material changes in the risk factors discussed under Part I. "Item 1A. Risk Factors" of our 2025 Form 10-K filed with the SEC on March 12, 2026, except as set forth below.

We have received notice from the NYSE that we are not in compliance with its minimum share price continued listing standard, and a failure to regain compliance could result in the delisting of our Class A Common Stock.

On August 21, 2026, we received notice from the New York Stock Exchange (“NYSE”) that we are not in compliance with its minimum share price continued listing standard because the average closing price of our Class A Common Stock was below $1.00 over a consecutive 30 trading-day period. We have a six-month cure period to regain compliance. However, if the Company determines that it will cure the price condition by taking an action that will require shareholder approval, the Company must so inform the NYSE and must obtain shareholder approval no later than its next annual meeting of shareholders, and must implement the action promptly thereafter. If we do not regain compliance, our Class A Common Stock may be delisted from the NYSE, which could adversely affect the market price and liquidity of our Class A Common Stock, reduce analyst coverage and investor interest, and impair our ability to raise capital, obtain financing or pursue strategic transactions on favorable terms, or at all. In addition, even while we remain listed, the NYSE notice and the trading of our Class A Common Stock below $1.00 per share may also adversely affect investor confidence and our cost of capital.

We face near-term refinancing risk with respect to our Senior Notes, and any refinancing or repayment, or our failure to refinance or repay them, may adversely affect our liquidity, financial condition and our stockholders.

As of September 30, 2026, we have $270.7 million of 2027 Senior Notes and $466.2 million of unsecured 2028 Senior Notes, which will require refinancing or repayment at maturity. We continue to evaluate a range of options with the help of retained advisors, but the 2027 Senior Notes mature in approximately 12 months, and there can be no assurance that we will be able to address them before maturity on acceptable terms or at all. Concerns regarding our ability to refinance or repay the Senior Notes may increase as those maturities approach. These concerns could result in downgrades of our credit or servicer ratings and less favorable terms, non-renewals, or reduced participation from our warehouse lenders and other counterparties, even before the Senior Notes mature.

Any refinancing, even on then-prevailing market terms, is expected to require some combination of higher interest rates, more restrictive covenants, additional collateral, reduced principal amounts, exchange offers, debt repurchases, asset sales, equity issuances and/or other transactions or obligations that could increase our debt service obligations, reduce our liquidity, dilute existing stockholders or further restrict our operational and financial flexibility. Rating agencies may view exchange offers or similar transactions as distressed exchanges, which could result in further downgrades.

If we are unable to refinance the Senior Notes on commercially reasonable terms or at all, we may be required to use available cash, including cash needed for operations and other obligations, to repay the Senior Notes at maturity. This would reduce our liquidity and could require us to sell assets, including mortgage servicing rights, possibly at valuations or on terms that are less favorable than we could obtain under more favorable conditions. Sales of mortgage servicing rights would decrease our future cash flow and revenue streams, reducing our ability to cover fixed costs, service our remaining debt obligations, and return to profitability, which could necessitate further asset sales. Failure to repay the Senior Notes at maturity would constitute an event of default, permitting the holders of the 2027 Senior Notes to exercise remedies against the collateral securing them and triggering default provisions under our warehouse lines and other debt facilities, which could result in acceleration of substantially all of our indebtedness. Any such acceleration would have a material adverse effect on our business, financial condition, and results of operations, and could require us to seek bankruptcy protection or pursue other restructuring alternatives, in which case holders of our common stock could lose all or a substantial part of their investment.