S-3/A 1 ny20072538x4_s3a.htm S-3/A

As filed with the Securities and Exchange Commission on May 15, 2026

Registration No. 333-295652

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 to

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

loanDepot, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)			85-3948939 (I.R.S. Employer Identification Number)

6561 Irvine Center Drive

Irvine, California 92618

(888) 337-6888

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregory Smallwood

Chief Legal Officer and Corporate Secretary

6561 Irvine Center Drive

Irvine, California 92618

(888) 337-6888

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Eric Scarazzo

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

(212) 351-4000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			3
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			4
THE COMPANY			7
RISK FACTORS			8
USE OF PROCEEDS			9
DESCRIPTION OF CAPITAL STOCK			10
DESCRIPTION OF THE DEBT SECURITIES			11
DESCRIPTION OF OTHER SECURITIES			19
PLAN OF DISTRIBUTION			20
LEGAL MATTERS			22
EXPERTS			22


Type			Amount
SEC registration fee			$34,525
Printing expenses			(1)
Legal fees and expenses			(1)
Accounting fees and expenses			(1)
Transfer agent fees and expenses			(1)
Rating agency fees			(1)
Trustee’s and depositary’s fees and expenses			(1)
Miscellaneous expenses			(1)
Total			$⁽¹⁾


Exhibit No.			Description
1.1*			Form of Underwriting Agreement relating to the securities offered by this registration statement.
3.1			Amended and Restated Certificate of Incorporation of loanDepot, Inc., dated February 11, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 16, 2021).
3.2			Amended and Restated Bylaws of loanDepot, Inc., effective November 10, 2022 (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed March 13, 2025).
4.1			Indenture, dated March 26, 2021, among LD Holdings Group LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee (Form of 6.125% Senior Notes due 2028 included as Exhibit A thereto) (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 1, 2021).
4.2			Indenture, dated June 24, 2024, among LD Holdings Group LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (Form of 8.750% Senior Secured Notes due 2027 included as Exhibit A thereto) (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 24, 2024).
4.3			Description of Capital Stock (incorporated herein by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026).
4.5***			Form of Subordinated Debt Indenture
4.6***			Form of Senior Debt Indenture
4.7***			Form of Secured Debt Indenture
4.8*			Form of Certificate of Designation for the Preferred Stock (together with Preferred Stock Certificate).
4.9*			Form of Warrant.
4.10*			Form of Warrant Agreement.
4.11*			Form of Purchase Contract Agreement.
4.12*			Form of Unit Agreement.
4.13*			Form of Subscription Rights Agreement.
4.14*			Form of Depositary Agreement.
4.15*			Form of Depositary Receipt.
5.1***			Opinion of Gibson, Dunn & Crutcher LLP (Filed herewith).
23.1			Consent of Ernst & Young LLP.
23.2***			Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
24.1***			Powers of Attorney.
25.1**			Statement of Eligibility of Trustee on Form T-1 with respect to the Subordinated Debt Indenture.*
107***			Filing Fee Table


			LOANDEPOT, INC.

			By:			/s/ David Hayes
			Name:			David Hayes
			Title:			Chief Financial Officer


Signature	Title	Date

*	Executive Chairman, Chief Executive Officer and President (Principal Executive Officer)	May 15, 2026
Anthony Hsieh		May 15, 2026

/s/ David Hayes	Chief Financial Officer (Principal Financial Officer)	May 15, 2026
David Hayes	Chief Financial Officer (Principal Financial Officer)	May 15, 2026

*	Chief Accounting Officer (Principal Accounting Officer)	May 15, 2026
Darren Graeler	Chief Accounting Officer (Principal Accounting Officer)	May 15, 2026

*	Director	May 15, 2026
Dawn Lepore	Director	May 15, 2026

*	Director	May 15, 2026
Brian P. Golson	Director	May 15, 2026

*	Director	May 15, 2026
Andrew C. Dodson	Director	May 15, 2026

*	Director	May 15, 2026
Pamela Hughes Patenaude	Director	May 15, 2026

*	Director	May 15, 2026
John Lee	Director	May 15, 2026

*	Director	May 15, 2026
Steve Ozonian	Director	May 15, 2026

Amendment: SEC Form S-3/A filed by loanDepot Inc.