PCP MANAGERS, L.P. 4
4 · loanDepot, Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
loanDepot (LDI) 10% Owner PCP Managers GP Converts 97.0M Shares
What Happened
PCP Managers GP, LLC (identified as a 10% owner) converted 97,026,671 shares of the issuer's Class D Common Stock into 97,026,671 shares of Class A Common Stock on February 11, 2026. The Form 4 records both an acquisition and a corresponding disposition of 97,026,671 shares at $0.00, reflecting a non‑cash conversion rather than a market purchase or sale.
Key Details
- Transaction date: February 11, 2026. Filing date: February 13, 2026 (filed within the typical 2‑business‑day window).
- Reported entries: Acquired 97,026,671 shares @ $0.00; Disposed 97,026,671 shares @ $0.00 (conversion of derivative security).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Notable footnotes: The conversion was automatic under the issuer’s Amended and Restated Certificate of Incorporation (one Class D share → one Class A share). The reported securities are held by funds and entities managed or controlled by PCP Managers GP, LLC (Parthenon-related funds). The filing includes customary disclaimers that the GP and certain reporting persons disclaim beneficial ownership except to the extent of pecuniary interest; two named partners serve as loanDepot directors.
Context
This was a structural reclassification (Class D → Class A) tied to the company’s charter provisions, not an open‑market trade or a cash transaction. For retail investors, such conversions are administrative and reflect changes in share class/status for an institutional holder (a 10% owner via affiliated funds) rather than a buy/sell signal by an individual executive.
Insider Transaction Report
Form 4
PCP MANAGERS GP, LLC
Director10% Owner
Transactions
- Conversion
Class A Common Stock
[F1][F2][F3]2026-02-11+97,026,671→ 103,458,646 total(indirect: See Footnotes) - Conversion
Class D Common Stock
[F4][F1][F5][F2][F3]2026-02-11−97,026,671→ 0 total(indirect: See Footnotes)→ Class A Common Stock (97,026,671 underlying)
Footnotes (5)
- [F1]Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, dated February 11, 2021, each outstanding share of Class D Common Stock, par value $0.001 ("Class D Common Stock"), automatically and without further action on the part of the Issuer or the reporting persons, converted into one fully paid and non-assessable share of Class A Common Stock, par value $0.001 ("Class A Common Stock"), on February 11, 2026.
- [F2]The reported securities are directly or indirectly held by funds and entities managed or controlled by PCP Managers GP, LLC, including: Parthenon Investors III, L.P., Parthenon Investors IV, L.P., Parthenon Capital Partners Fund, L.P., Parthenon Capital Partners Fund II, L.P., PCAP Partners III, LLC, PCP Partners IV, L.P. and PCP Managers, L.P. (together, the "Parthenon Investors"). PCP Managers GP, LLC is the general partner of PCP Managers, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, and an affiliate of Parthenon Capital Partners. PCP Managers, L.P. is the managing member of PCap Partners III, LLC, which is the general partner of Parthenon Investors III, L.P. PCP Managers, L.P. is also the general partner of PCP Partners IV, L.P., which is the general partner of Parthenon Investors IV, L.P. PCP Managers, L.P. is also the general partner of Parthenon Capital Partners Fund, L.P. and Parthenon Capital Partners Fund II, L.P.
- [F3]PCP Managers GP, LLC and certain of the reporting persons and their affiliates may be deemed to beneficially own the securities covered by this Form 4. Each of the reporting persons and their affiliates expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any equity securities covered by this Form 4. Messrs. Golson and Dodson serve as directors of the issuer. Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital Partners and Mr. Dodson is a Managing Partner at Parthenon Capital Partners.
- [F4]Each share of Class D Common Stock was convertible into one fully paid and non-assessable share of Class A Common Stock at any time at the option of the holder of such share of Class D Common Stock, or as provided in footnote 1.
- [F5]Certain of the Parthenon Investors received the shares of the Issuer's Class D Common Stock pursuant to reorganization transactions in connection with the Issuer's initial public offering.