424B5 1 ny20072538x2_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-295652

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED MAY 15, 2026)

loanDepot, Inc.

Common Stock

Having an Aggregate Offering Price of up to $100,000,000

This prospectus supplement and the accompanying prospectus relate to the issuance and sale from time to time of shares of our Class A common stock, par value $0.001 per share, having an aggregate offering price of up to $100,000,000 through BTIG, LLC (“BTIG” or the “Sales Agent”). These sales, if any, will be made pursuant to the terms of the ATM equity offering sales agreement dated May 15, 2026 between us and the Sales Agent (the “Sales Agreement”), which will be filed as an exhibit to a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

Under the terms of the Sales Agreement, we also may sell shares of our common stock to the Sales Agent as principal for their own accounts at a price agreed upon at the time of the sale. If we sell shares of our common stock to the Sales Agent as principal, we will enter into a separate terms agreement with such Sales Agent and we will describe that agreement in a separate prospectus supplement or pricing supplement.

Our common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “LDI.” On May 14, 2026, the last reported sale price of our common stock on the NYSE was $1.32 per share. The Sales Agent is not required to sell any specific number or dollar amount of shares of our common stock but will use its commercially reasonable efforts, as our agent and subject to the terms of the Sales Agreement, to sell the shares of our common stock offered, as instructed by us.

Investing in the common stock involves risks that are described in the “Risk Factors” section beginning on page S-3 of this prospectus supplement.

The compensation of the Sales Agent for sales of our common stock shall be at a commission rate of up to 2.0% of the gross proceeds. The net proceeds from any sales under this prospectus supplement will be used as described under “Use of Proceeds” in this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

BTIG, LLC

Prospectus Supplement dated May 15, 2026


ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
SUMMARY			S-1
RISK FACTORS			S-3
USE OF PROCEEDS			S-4
PLAN OF DISTRIBUTION			S-5
EXPERTS			S-7
LEGAL MATTERS			S-7
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			S-8
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-11
WHERE YOU CAN FIND MORE INFORMATION			S-12


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


			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

SEC Form 424B5 filed by loanDepot Inc.