loanDepot, Inc.LDI
loanDepot, Inc. Stock Compensation Disclosure
COMPENSATION PLANS
Stock -Based Compensation
The Company’s 2021 Plan and 2022 Plan provide for the grant of incentive and non-qualified stock options, restricted stock, restricted stock units, and stock appreciation rights of the Company’s Class A common stock. Options to purchase shares of the Company’s Class A common stock generally vest over predetermined periods and expire ten years after the date of grant. Service-based restricted stock units (“Service RSUs”) of the Company’s Class A common stock generally vest over predetermined periods, typically to four years after the date of grant. Market-based restricted stock units (“Market RSUs”) of the Company’s Class A common stock generally vest over to five years based on a combination of service and market conditions. The actual number of shares issued will be determined based upon the proportionate achievement of specified hurdles of the Company’s stock price. Performance-based restricted stock units (“Performance RSUs”) of the Company’s Class A common stock generally vest over three years based on a combination of service and performance metrics within a specified time period. The actual number of shares vested each year is determined based upon the timing and achievement of the performance metric. The initial number of the Company’s Class A common stock authorized for issuance under the 2021 Plan and 2022 Plan were 16.5 million and 5.0 million shares, respectively.
The Company also had an ESPP Plan which allowed eligible employees to purchase shares of the Company's Class A common stock at 85% of the lower of the fair market value on the effective date of the subscription or the date of purchase. Under the ESPP, employees could authorize the Company to withhold up to 10% of their compensation for common stock purchases, subject to certain limitations. During the first quarter of 2024, the Company discontinued the ESPP Plan.
The stock-based compensation expense recognized on all share-based awards was $12.2 million, $24.9 million, and $22.0 million, for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, there was $34.9 million of unrecognized compensation related to all unvested stock options, restricted stock units, and employee stock purchase subscriptions which will be amortized over the weighted-average remaining requisite service period of 2.08 years.
The fair value of each option and ESPP subscription is estimated on the date of grant using the Black-Scholes option valuation model. The risk-free interest rate is estimated using term commensurate United States Treasury yields. The expected life of option awards is estimated from the vesting period. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected life using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. The expected volatility was based on the historical and implied volatility of a public peer group of Companies’ stock price and options in the most recent period that was equal to, as available, the expected term of the unit grants that were being valued.
The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted. There were no options granted during the year ended December 31, 2025 and 2024.
| For the year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Average risk-free interest rate | N/A | N/A | 4.19% | ||||||||||||||
| Expected dividend yield | N/A | N/A | N/A | ||||||||||||||
| Expected volatility | N/A | N/A | 62% | ||||||||||||||
| Expected life | N/A | N/A | 5.74 years | ||||||||||||||
| Fair value per share | N/A | N/A | $1.25 | ||||||||||||||
The Black-Scholes option pricing model was used with the following weighted-average assumptions for ESPP subscriptions. The ESPP Plan was discontinued during the first quarter of 2024.
| For the year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Average risk-free interest rate | N/A | N/A | 4.61% | ||||||||||||||
| Expected dividend yield | N/A | N/A | N/A | ||||||||||||||
| Expected volatility | N/A | N/A | 64% | ||||||||||||||
| Expected life | N/A | N/A | 0.50 years | ||||||||||||||
| Fair value per share | N/A | N/A | $1.75 | ||||||||||||||
The fair value of market-based restricted stock units was determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. The following weighted-average assumptions were used to determine the fair value of market-based restricted stock units. There were no market-based restricted stock units granted during the year ended December 31, 2024.
| For the year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Average risk-free interest rate | 4.36% | —% | 4.37% | ||||||||||||||
| Expected volatility | 78% | —% | 62% | ||||||||||||||
Stock option activity during the year ended December 31, 2025 under the 2022 Plan and 2021 Plan was as follows:
| Shares | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding as of December 31, 2024 | 5,350,000 | $ | 1.82 | 3.9 years | $ | 1,884 | |||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (3,225,000) | 1.84 | 7,392 | ||||||||||||||||||||
| Forfeited/Cancelled | (250,000) | 2.72 | |||||||||||||||||||||
| Outstanding as of December 31, 2025 | 1,875,000 | $ | 1.67 | 1.3 years | $ | 770 | |||||||||||||||||
| Exercisable as of December 31, 2025 | 1,841,666 | $ | 1.66 | 1.2 years | $ | 767 | |||||||||||||||||
| Vested and Expected to Vest as of December 31, 2025 | 33,334 | $ | 2.00 | 7.6 years | $ | 2 | |||||||||||||||||
The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock.
Restricted stock unit activity during the year ended December 31, 2025 under the 2022 Plan and 2021 Plan was as follows:
Market RSUs | Weighted Average Grant Date Fair Value | Performance RSUs | Weighted Average Grant Date Fair Value | Service RSUs | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||
| Unvested as of December 31, 2024 | 9,474,595 | $ | 1.68 | 1,641,842 | $ | 2.35 | 11,969,464 | $ | 2.67 | |||||||||||||||||||||||||||||
Granted | 4,700,000 | 2.41 | 4,051,084 | 1.37 | 13,972,588 | 1.93 | ||||||||||||||||||||||||||||||||
Vested | — | — | (765,958) | 2.35 | (5,759,240) | 2.68 | ||||||||||||||||||||||||||||||||
Forfeited/Cancelled | (8,607,892) | 1.68 | (1,716,204) | 1.50 | (5,219,729) | 1.97 | ||||||||||||||||||||||||||||||||
| Unvested as of December 31, 2025 | 5,566,703 | $ | 2.30 | 3,210,764 | $ | 1.57 | 14,963,083 | $ | 2.23 | |||||||||||||||||||||||||||||
The total fair value of shares granted during the years ended December 31, 2025, 2024, and 2023 was $43.9 million, $21.8 million, and $14.1 million, respectively. The total fair value of shares vested during the years ended December 31, 2025, 2024, and 2023 was $17.2 million, $16.6 million, and $17.2 million, respectively.
Restricted stock unit activity during the year ended December 31, 2025 for Holdco Units was as follows:
| Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Unvested as of December 31, 2024 | 348,840 | $ | 0.50 | |||||||||||
| Vested | (344,986) | 0.50 | ||||||||||||
| Forfeited/Cancelled | (3,854) | 0.50 | ||||||||||||
| Unvested as of December 31, 2025 | — | $ | — | |||||||||||
401(k) Plan
The Company’s employees are eligible to participate in a defined contribution plan (“401(k) Plan”). Effective July 2023, the Company reinstated its matching of 50% of participant contributions, up to 6% of each participant’s total eligible gross compensation, after temporarily suspending the program in October 2022. Matching contributions totaled approximately $9.2 million, $8.2 million and $2.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 13, 2025 | |
| 2022 | Mar 16, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.