ローンデポの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

Commission File Number: 001-40003

loanDepot, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-3948939

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

6561 Irvine Center Drive,

Irvine,

California

92618

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (888) 337-6888

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A Common Stock, $0.001 per value per share

LDI

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 5, 2025, 126,394,171 shares of the registrant’s Class A common stock, par value $0.001 per share, were outstanding. No shares of registrant’s Class B common stock were outstanding, 109,815,082 shares of registrant’s Class C common stock were outstanding and 97,026,671 shares of registrant’s Class D common stock were outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. These forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and may contain the words “believe,” “anticipate,” “expect,” “intend,” “plan,” “predict,” “estimate,” “project,” “will be,” “will continue,” “will likely result,” or other similar words and phrases or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” or “could” and the negatives of those terms. Examples of forward-looking statements include, but are not limited to: information concerning possible or assumed future results of operations, business strategies and initiatives, technology developments and investments, potential debt actions, financial covenants, financial condition and liquidity, dividend policy, the impacts of recent and potential government actions and the government shutdown, interest rate expectations and changes, market share growth, operational efficiencies, sustainable profitability, and borrower equity creation and resulting opportunities.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report with the understanding that our actual future results may be materially different from what we expect.

Important factors that could cause actual results to differ materially from our expectations are included in Part I, Item 2 “Management's Discussion and Analysis of Financial Condition and Results of Operations” in this report as well as Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 13, 2025.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

loanDepot, Inc.

Table of Contents




PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024			1
Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024			2
Consolidated Statements of Equity for the three and nine months ended September 30, 2025 and 2024			3
Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024			5
Notes to Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			33
Item 3. Quantitative and Qualitative Disclosures About Market Risk			48
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			51
Item 1A. Risk Factors			51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			51
Item 3. Defaults Upon Senior Securities			51
Item 4. Mine Safety Disclosures			51
Item 5. Other Information			51
Item 6. Exhibits			52
Signatures			54

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

loanDepot, Inc.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


	September 30, 2025		December 31, 2024
ASSETS	(Unaudited)
Cash and cash equivalents	$	459,161	$	421,576
Restricted cash	66,711		105,645
Loans held for sale, at fair value (includes $611,394 and $293,165 pledged to creditors in securitization trusts at September 30, 2025 and December 31, 2024, respectively)	2,606,361		2,603,735
Loans held for investment, at fair value (pledged to creditors in a securitization trust)	111,341		116,627
Derivative assets, at fair value	54,582		44,389
Servicing rights, at fair value (includes $647,066 and $625,699 pledged to creditors in securitization trusts at September 30, 2025 and December 31, 2024, respectively)	1,637,930		1,633,661
Trading securities, at fair value	85,980		87,466
Property and equipment, net	58,037		61,079
Operating lease right-of-use assets	24,679		20,432
Loans eligible for repurchase	916,911		995,398
Investments in joint ventures	18,270		18,113
Other assets	205,022		235,907
Total assets	$	6,244,985	$	6,344,028
LIABILITIES AND EQUITY
Warehouse and other lines of credit	$	2,382,706	$	2,377,127
Accounts payable, accrued expenses and other liabilities	373,627		379,439
Derivative liabilities, at fair value	12,085		25,060
Liability for loans eligible for repurchase	916,911		995,398
Operating lease liability	35,476		33,190
Debt obligations, net	2,090,870		2,027,203
Total liabilities	5,811,675		5,837,417
Commitments and contingencies (Note 15)
Class A common stock, $0.001 par value, 2,500,000,000 authorized, 128,041,276 and 104,363,823 issued at September 30, 2025 and December 31, 2024, respectively	$	128	$	104
Class B common stock, $0.001 par value, 2,500,000,000 authorized, none issued at September 30, 2025 and December 31, 2024, respectively	—		—
Class C common stock, $0.001 par value, 2,500,000,000 authorized, 116,685,115 and 131,432,929 issued at September 30, 2025 and December 31, 2024, respectively	117		131
Class D common stock, $0.001 par value, 2,500,000,000 authorized, 97,026,671 and 97,026,671 issued at September 30, 2025 and December 31, 2024, respectively	97		97
Preferred stock, $0.001 par value, 50,000,000 authorized, none issued at September 30, 2025 and December 31, 2024, respectively	—		—
Treasury stock at cost, 8,517,138 and 5,270,250 shares at September 30, 2025 and December 31, 2024, respectively	(28,980)		(20,340)
Additional paid-in capital	880,389		843,523
Retained deficit	(592,382)		(550,623)
Noncontrolling interest	173,941		233,719
Total equity	433,310		506,611
Total liabilities and equity	$	6,244,985	$	6,344,028

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands except per share amounts)
(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024




REVENUES:
Interest income	$	39,937	$	38,673	$	115,954	$	104,650
Interest expense	(36,878)		(39,488)		(107,937)		(106,837)
Net interest income (expense)	3,059		(815)		8,017		(2,187)

Gain on origination and sale of loans, net	201,304		198,027		542,490		481,007
Origination income, net	34,750		23,675		95,539		56,775
Servicing fee income	111,783		124,133		324,270		373,273
Change in fair value of servicing rights, net	(46,198)		(56,563)		(139,677)		(162,619)
Other income	18,626		26,141		48,843		56,523
Total net revenues	323,324		314,598		879,482		802,772

EXPENSES:
Personnel expense	161,150		161,330		465,427		436,683
Marketing and advertising expense	37,700		36,282		113,828		95,811
Direct origination expense	21,965		23,120		64,375		62,841
General and administrative expense	45,352		22,984		129,214		153,889
Occupancy expense	4,287		4,800		12,715		15,113
Depreciation and amortization	6,729		8,931		20,774		27,329
Servicing expense	12,138		8,427		30,321		25,155
Other interest expense	44,292		45,129		131,555		144,676

Total expenses	333,613		311,003		968,209		961,497

(Loss) income before income taxes	(10,289)		3,595		(88,727)		(158,725)

Income tax (benefit) expense	(1,555)		923		(14,023)		(24,040)

Net (loss) income	(8,734)		2,672		(74,704)		(134,685)

Net (loss) income attributable to noncontrolling interests	(3,852)		1,303		(34,538)		(69,588)

Net (loss) income attributable to loanDepot, Inc.	$	(4,882)	$	1,369	$	(40,166)	$	(65,097)

(Loss) earnings per share:
Basic	$	(0.02)	$	0.01	$	(0.19)	$	(0.36)
Diluted	$	(0.02)	$	0.01	$	(0.19)	$	(0.36)

Weighted average shares outstanding:
Basic	211,442,981		185,385,271		206,745,124		183,041,489
Diluted	211,442,981		332,532,984		206,745,124		183,041,489

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands)

(Unaudited)


	Common stock outstanding		Common stock $			Treasury Shares			Additional paid-in capital		Retained Deficit			Non-controlling Interests		Total Equity
	Class A	Class C	Class D	Class A				Class C					Class D
Balance at June 30, 2024	85,982,810	141,540,233	97,026,671	$	90	$	142		$	97	$	(17,488)		$	830,706	$	(518,214)	$	283,605	$	578,938



Conversion-related deferred taxes and adjustments	—	—	—	—		—			—		—			4,463		—		—		4,463



Net common stock issued under stock-based compensation plans	4,526,974	(3,257,997)	—	5		(4)			—		(1,313)			7,373		—		(7,375)		(1,314)


Stock-based compensation	—	—	—	—		—			—		—			4,688		—		3,512		8,200
Distributions for taxes on behalf of shareholders, net	—	—	—	—		—			—		—			—		(524)		(386)		(910)
Net income	—	—	—	—		—			—		—			—		1,369		1,303		2,672
Balance at September 30, 2024	90,509,784	138,282,236	97,026,671	$	95	$	138		$	97	$	(18,801)		$	847,230	$	(517,369)	$	280,659	$	592,049

Balance at June 30, 2025	111,861,924	121,630,108	97,026,671	$	119	$	122		$	97	$	(22,588)		$	881,924	$	(587,516)	$	166,892	$	439,050
Conversion-related deferred taxes and adjustments	—	—	—	—		—			—		—			65		—		—		65
Net common stock issued under stock-based compensation plans	7,662,214	(4,944,993)	—	9		(5)			—		(6,392)			(3,901)		—		9,586		(703)
Dividends to Class A and Class D shareholders	—	—	—	—		—			—		—			—		11		14		25

Stock-based compensation	—	—	—	—		—			—		—			2,301		—		1,298		3,599
Distributions for taxes on behalf of shareholders, net	—	—	—	—		—			—		—			—		5		3		8
Net loss	—	—	—	—		—			—		—			—		(4,882)		(3,852)		(8,734)
Balance at September 30, 2025	119,524,138	116,685,115	97,026,671	$	128	$	117		$	97	$	(28,980)		$	880,389	$	(592,382)	$	173,941	$	433,310

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands)

(Unaudited)


	Common stock outstanding		Common stock $			Treasury Stock			Additional paid-in capital		Retained Deficit			Non-controlling Interests		Total Equity
	Class A	Class C	Class D	Class A				Class C					Class D
Balance at December 31, 2023	84,027,752	141,234,529	97,026,671	$	87	$	141		$	97	$	(16,493)		$	821,055	$	(451,706)	$	351,303	$	704,484
Conversion-related deferred taxes and adjustments	—	—	—	—		—			—		—			6,584		—		—		6,584
Net common stock issued under stock-based compensation plans	6,482,032	(2,952,293)	—	8		(3)			—		(2,308)			8,854		—		(8,859)		(2,308)
Forfeiture of dividend equivalents on unvested Class A RSUs	—	—	—	—		—			—		—			—		4		5		9
Forfeiture of accrued distributions on unvested Class C common stock	—	—	—	—		—			—		—			—		6		9		15
Stock-based compensation	—	—	—	—		—			—		—			10,737		—		8,215		18,952
Distributions for taxes on behalf of shareholders, net		—	—	—		—			—		—			—		(576)		(426)		(1,002)
Net loss	—		—	—		—			—		—			—		(65,097)		(69,588)		(134,685)
Balance at September 30, 2024	90,509,784	138,282,236	97,026,671	$	95	$	138		$	97	$	(18,801)		$	847,230	$	(517,369)	$	280,659	$	592,049

Balance at December 31, 2024	99,093,573	131,432,929	97,026,671	$	104	$	131		$	97	$	(20,340)		$	843,523	$	(550,623)	$	233,719	$	506,611
Conversion-related deferred taxes and adjustments	—	—	—	—		—			—		—			(136)		—		—		(136)
Net common stock issued under stock-based compensation plans	20,430,565	(14,747,814)	—	24		(14)			—		(8,640)			32,631		—		(26,951)		(2,950)
Dividends to Class A and Class D shareholders	—	—	—	—		—			—		—			—		11		14		25

Stock-based compensation	—	—	—	—		—			—		—			4,371		—		2,689		7,060
Distributions for taxes on behalf of shareholders, net	—	—	—	—		—			—		—			—		(1,604)		(992)		(2,596)
Net loss	—	—	—	—		—			—		—			—		(40,166)		(34,538)		(74,704)
Balance at September 30, 2025	119,524,138	116,685,115	97,026,671	$	128	$	117		$	97	$	(28,980)		$	880,389	$	(592,382)	$	173,941	$	433,310

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(74,704)	$	(134,685)
Adjustments to reconcile net loss to net cash used in operating activities:
Cash used in operating activities:
Depreciation and amortization expense	20,774		27,329
Amortization of operating lease right-of-use asset	7,955		8,161
Amortization of debt discount and debt issuance costs	18,739		11,966
Gain on origination and sale of loans	(528,426)		(391,437)

Fair value change in trading securities	(3,113)		(4,026)
Provision (benefit) for loss obligation on sold loans and servicing rights	6,843		(5,993)
Deferred tax benefit	(29,993)		(34,115)

Fair value change in derivative assets	9,794		18,989
Fair value change in derivative liabilities	(12,974)		(62,819)

Fair value change in loans held for sale	(36,051)		(19,219)
Fair value change in loans held for investment	(3,831)		(3,035)
Fair value change in servicing rights	158,562		132,457
Stock-based compensation expense	7,060		18,952

Originations of loans	(18,021,887)		(17,026,481)
Proceeds from sales of loans	19,079,417		16,742,208
Proceeds from principal payments	52,734		200,983
Payments to investors for loan repurchases	(748,062)		(468,779)
Premiums (paid) received on derivatives	(19,987)		5,938

Loss on extinguishment of debt	—		5,680

Disbursements from joint ventures	3,455		8,865
Changes in operating assets and liabilities:
Other changes in operating assets and liabilities	44,845		63,079
Net cash used in operating activities	(68,850)		(905,982)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(17,761)		(19,469)
Proceeds from sale of servicing rights	27,087		470,994

Cash flows received on trading securities	4,599		4,602
Investments in joint ventures	(150)		—
Proceeds from principal payments on loans held for investment	9,117		3,502
Return of capital from joint ventures	—		245
Net cash flows provided by investing activities	22,892		459,874

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(Dollars in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025		2024
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings on warehouse and other lines of credit	$	15,859,614	$	16,228,053
Repayment of borrowings on warehouse and other lines of credit	(15,854,036)		(15,609,397)

Proceeds from debt obligations	1,026,974		1,052,851
Payments on debt obligations	(969,263)		(1,375,191)
Payments of debt issuance costs	(12,577)		(12,288)







Treasury stock purchased to net settle and withhold taxes on vested shares	(8,640)		(2,308)
Exercise of stock options	5,690		—
Dividends and shareholder distributions	(3,153)		(2,827)
Net cash provided by financing activities	44,609		278,893

Net change in cash and cash equivalents and restricted cash	(1,349)		(167,215)

Cash and cash equivalents and restricted cash at beginning of the period	527,221		745,856

Cash and cash equivalents and restricted cash at end of the period	$	525,872	$	578,641


SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest	$	208,221	$	215,821
Income taxes	$	507	$	4,904

Supplemental disclosure of noncash investing and financing activities
Loans transferred from held for sale to held for investment	$	—	$	122,533
Operating leases right-of-use assets obtained in exchange for lease liabilities	$	12,197	$	2,975



Cash and cash equivalents and restricted cash reconciliation
Cash and cash equivalents	$	459,161	$	483,048
Restricted cash	66,711		95,593
Total cash and cash equivalents and restricted cash	$	525,872	$	578,641

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ are in thousands, except per share amounts, or unless otherwise indicated)

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements were prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation were included. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report of loanDepot, Inc. on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).

Nature of Operations

loanDepot, Inc. (together with its consolidated subsidiaries, the “Company”) was incorporated in Delaware on November 6, 2020 to facilitate the initial public offering (“IPO”) of its Class A common stock and related transactions in order to carry on the business of LD Holdings Group LLC (“LD Holdings”) and its consolidated subsidiaries. loanDepot, Inc.’s common stock began trading on the New York Stock Exchange on February 11, 2021 under the ticker symbol “LDI.” loanDepot, Inc. is a holding company and its sole material asset is its equity interest in LD Holdings.

The Company engages in the originating, financing, selling, and servicing of residential mortgage loans, and engages in title, escrow, and settlement services for mortgage loan transactions. The Company derives income primarily from gains on the origination and sale of loans to investors, from loan servicing, and from fees charged for settlement services related to the origination and sale of loans.

Cybersecurity Incident

In January 2024, the Company identified a cybersecurity incident in which an unauthorized third party gained access to certain sensitive personal information stored in the Company’s systems (the “Cybersecurity Incident”). The Company promptly took steps to contain and remediate the Cybersecurity Incident. Applicable regulators and individuals were notified, and credit monitoring and identity protection services were offered to those potentially impacted at no charge.

The Company maintains insurance coverage to limit its exposure to losses such as those related to the Cybersecurity Incident. The Company submitted claims to its insurers for reimbursement of some of the costs, expenses, and losses stemming from the Cybersecurity Incident. During the year ended December 31, 2024, the Company received $15.0 million of reimbursements from its insurers and recorded an additional insurance receivable of $20.0 million that was received in October 2025. No additional reimbursements are expected at this time.

Summary of Significant Accounting Policies

Our accounting policies are described below and in Note 1- Description of Business and Summary of Significant Accounting Policies, of our audited consolidated financial statements included in our 2024 Form 10-K.

Consolidation and Basis of Presentation

The Company's consolidated financial statements are prepared in accordance with GAAP as codified in the FASB’s Accounting Standards Codification (“ASC”). In the opinion of management, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

loanDepot, Inc. is a holding company, its sole material asset is its equity interest in LD Holdings, and through its ability to appoint the board of directors of LD Holdings, loanDepot, Inc. indirectly operates and controls all of LD Holdings’ business and affairs. LD Holdings is also a holding company and has no material assets other than its equity interests in its direct subsidiaries consisting of a 99.96% ownership in loanDepot.com, LLC (“LDLLC”), the majority asset of the group, and 100% equity ownership in Artemis Management LLC (“ART”), LD Settlement Services, LLC (“LDSS”), mello Holdings, LLC (“Mello”), and mello Credit Strategies LLC (“MCS”).

Table of Contents

The financial results of LD Holdings and its subsidiaries are consolidated with loanDepot, Inc., and the consolidated net earnings or loss are allocated to noncontrolling interest to reflect the entitlement of certain members that still hold Class A holdings units in LD Holdings (“Holdco Units”) and Class C common stock of the Company, (“Continuing LLC Members”) as of the periods presented.

The accompanying consolidated financial statements include all of the assets, liabilities, and results of operations of the Company and consolidated variable interest entities (“VIEs”) in which the Company is the primary beneficiary. VIEs are entities that have a total equity investment at risk that is insufficient to permit the entity to finance its activities without additional subordinated financial support, whose equity investors at risk lack the ability to control the entity's activities, or is structured with non-substantive voting rights. The Company evaluates its associations with VIEs, both at inception and when there is a change in circumstance that requires reconsideration, to determine if the Company is the primary beneficiary and consolidation is required. A primary beneficiary is defined as a variable interest holder that has a controlling financial interest. A controlling financial interest requires both: (a) the power to direct the activities that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses or receive benefits of a VIE that could potentially be significant to the VIE. The Company has not provided financial or other support during the periods presented to any VIE that it was not previously contractually required to provide. Other entities that the Company does not consolidate, but for which it has significant influence over operating and financial policies, are accounted for using the equity method. All intercompany accounts and transactions have been eliminated in consolidation.

The Company has evaluated subsequent events for recognition or disclosure through the date of this report and has not identified any recordable or disclosable events that were not already reported in these consolidated financial statements or notes thereto.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management has made estimates in certain areas, including determining the fair value of loans held for sale (“LHFS”), loans held for investment (“LHFI”), servicing rights, derivative assets and derivative liabilities, trading securities, awards granted under the incentive equity plan, and determining the loan loss obligation on sold loans and MSRs. Actual results could differ from those estimates.

Concentration of Risk

The Company has limited its concentration in credit risk for cash by maintaining deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to cash.

Due to the nature of the mortgage lending industry, changes in interest rates may significantly impact revenue from originating mortgages and subsequent sales of loans to investors, which are the primary source of income for the Company. The Company originates mortgage loans on property located throughout the United States, with loans originated for property located in California totaling approximately 15% of total loan originations for the nine months ended September 30, 2025.

The Company sells mortgage loans to various third-party investors. Three investors accounted for 36%, 14%, and 12% of the Company’s loan sales for the nine months ended September 30, 2025. No other investors accounted for more than 5% of the loan sales for the nine months ended September 30, 2025.

The Company funds loans through warehouse and other lines of credit. As of September 30, 2025, 19%, 14% , and 13% of the Company's warehouse lines were payable to three separate lenders.

Table of Contents

NOTE 2 – FAIR VALUE

The Company's consolidated financial statements include assets and liabilities that are measured based on their estimated fair values. Refer to Note 1 - Description of Business, Presentation and Summary of Significant Accounting Policies in the 2024 Form 10-K and below for information on the fair value hierarchy, valuation methodologies, and key inputs used to measure financial assets and liabilities recorded at fair value, as well as methods and assumptions used to estimate fair value disclosures for financial instruments not recorded at fair value in their entirety on a recurring basis.

Financial Statement Items Measured at Fair Value on a Recurring Basis

The following tables presents the Company’s assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy as of the dates indicated.


	September 30, 2025
	Level 1		Level 2		Level 3		Total
Fair value through net income:
Assets:
Loans held for sale	$	—	$	2,606,361	$	—	$	2,606,361
Loans held for investment	—		111,341		—		111,341
Trading securities	—		85,980		—		85,980
Derivative assets:
Interest rate lock commitments	—		—		50,725		50,725
Forward sale contracts	—		666		—		666
Interest rate swap futures	3,191		—		—		3,191


Servicing rights	—		—		1,637,930		1,637,930
Total assets at fair value	$	3,191	$	2,804,348	$	1,688,655	$	4,496,194
Liabilities:
Derivative liabilities:
Interest rate lock commitments	$	—	$	—	$	2,772	$	2,772

Forward sale contracts	—		7,147		—		7,147
Put options on treasuries	2,166		—		—		2,166

Servicing rights	—		—		19,671		19,671
Total liabilities at fair value	$	2,166	$	7,147	$	22,443	$	31,756

Table of Contents


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Fair value through net income:
Assets:
Loans held for sale	$	—	$	2,603,735	$	—	$	2,603,735
Loans held for investment	—		116,627		—		116,627
Trading securities	—		87,466		—		87,466
Derivative assets:
Interest rate lock commitments	—		—		27,739		27,739
Forward sale contracts	—		16,650		—		16,650



Servicing rights	—		—		1,633,661		1,633,661
Total assets at fair value	$	—	$	2,824,478	$	1,661,400	$	4,485,878
Liabilities:
Derivative liabilities:
Interest rate lock commitments	$	—	$	—	$	2,187	$	2,187
Interest rate swap futures	16,148		—		—		16,148
Forward sale contracts	—		896		—		896
Put options on treasuries	5,829		—		—		5,829

Servicing rights	—		—		18,151		18,151

Total liabilities at fair value	$	21,977	$	896	$	20,338	$	43,211

The following presents the changes in the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):


	Three Months Ended September 30, 2025				Nine Months Ended September 30, 2025
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	54,364	$	1,616,854	$	25,552	$	1,615,510
Total net gains (losses) included in:
Gain on origination and sale of loans, net:
Issuances and additions	127,272		69,163		374,608		188,789

Fallout	(25,267)		—		(68,337)		—
Transfers of IRLC to LHFS	(108,416)		—		(283,870)		—
Valuation changes in servicing rights, net(1)	—		(56,116)		—		(158,562)
Sales	—		(11,642)		—		(27,478)
Balance at end of period	$	47,953	$	1,618,259	$	47,953	$	1,618,259

(1)The change in unrealized gains or losses relating to servicing rights still held at September 30, 2025 amounted to a net loss of $23.5 million and a net gain of $31.9 million for the three and nine months ended September 30, 2025, respectively.

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	Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	49,747	$	1,566,463	$	47,940	$	1,985,718
Total net gains (losses) included in:
Gain on origination and sale of loans, net:
Issuances and additions	149,859		62,039		340,279		176,529
Fallout	(29,560)		—		(70,218)		—
Transfers of IRLC to LHFS	(104,425)		—		(252,380)		—
Valuation changes in servicing rights, net(1)	—		(94,023)		—		(132,457)
Sales	—		(8,466)		—		(503,777)
Balance at end of period	$	65,621	$	1,526,013	$	65,621	$	1,526,013

(1)The change in unrealized gains or losses relating to servicing rights that were still held at September 30, 2024, amounted to a net loss of $62.8 million and a net gain of $33.6 million for the three and nine months ended September 30, 2024, respectively.

The following table presents quantitative information about the valuation techniques and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring basis:



	September 30, 2025				December 31, 2024
Unobservable Input	Range of inputs			Weighted Average(1)	Range of inputs			Weighted Average(1)
IRLCs
Pull-through rate	6.9%	-	99.9%	78.9%	0.1%	-	99.9%	75.2%

Servicing rights
Discount rate(2)	3.7%	-	18.1%	6.8%	4.1%	-	17.5%	6.5%
Prepayment rate	5.8%	-	14.0%	9.0%	5.4%	-	16.7%	8.1%
Cost to service (per loan)	$73	-	$132	$99	$73	-	$129	$96

(1)Weighted average inputs are based on the committed amounts for IRLCs and the UPB of the underlying loans for servicing rights.

(2)The Company estimates the fair value of MSRs using an option-adjusted spread (“OAS”) model, which projects MSR cash flows over multiple interest rate scenarios in conjunction with the Company’s prepayment model, and then discounts these cash flows at risk-adjusted rates.

Financial Statement Items Measured at Fair Value on a Nonrecurring Basis

The Company did not have any material assets or liabilities that were recorded at fair value on a nonrecurring basis as of September 30, 2025 or December 31, 2024.

Financial Statement Items Measured at Amortized Cost

The following table presents the carrying amount and estimated fair value of financial instruments included in the consolidated financial statements that are not recorded at fair value on a recurring or nonrecurring basis. The table excludes cash and cash equivalents, restricted cash, loans eligible for repurchase, warehouse and other lines of credit, and secured debt facilities as these financial instruments are highly liquid or short-term in nature and as a result, their carrying amounts approximate fair value:

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	September 30, 2025				December 31, 2024
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior Notes	$	822,991	$	819,289	$	812,122	$	779,872
Other secured financings	$	89,825	$	91,097	$	97,767	$	98,820

Fair value of the Company’s Senior Notes is estimated using quoted market prices and classified as Level 2 in the fair value hierarchy. Fair value of the Company’s other secured financings is estimated using quoted market prices and classified as Level 2 in the fair value hierarchy.

NOTE 3 – LOANS HELD FOR SALE, AT FAIR VALUE

The following table represents the unpaid principal balance of loans held for sale by product type of loan as of September 30, 2025 and December 31, 2024:



	September 30, 2025				December 31, 2024
	Amount		%		Amount		%
Conforming - fixed	$	1,003,172	39	%	$	1,185,638	46	%
Conforming - ARM	114,717		4		41,661		2
Government - fixed	865,237		34		986,799		38
Government - ARM	68,970		3		36,330		1
Other - residential mortgage loans	454,024		18		288,480		11
HELOC	56,418		2		58,849		2
Total	2,562,538		100	%	2,597,757		100	%
Fair value adjustment	43,823				5,978
Loans held for sale, at fair value	$	2,606,361			$	2,603,735

A summary of the changes in the balance of loans held for sale is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance at beginning of period	$	2,622,959	$	2,377,987	$	2,603,735	$	2,132,880
Origination and purchase of loans	6,398,006		6,545,027		18,021,886		17,026,481
Sales	(6,651,025)		(6,311,590)		(18,739,780)		(16,527,301)
Transfers to loans held for investment	—		—		—		(122,532)
Repurchases	247,187		174,747		737,203		462,520
Principal payments	(17,379)		(19,396)		(52,734)		(200,983)
Fair value gain	6,613		23,509		36,051		19,219
Balance at end of period	$	2,606,361	$	2,790,284	$	2,606,361	$	2,790,284

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Gain on origination and sale of loans, net is comprised of the following components:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Premium from loan sales	$	61,217	$	81,081	$	79,415	$	100,406
Servicing rights additions	69,163		62,039		188,789		176,529
Unrealized gains (losses) from derivative assets and liabilities	2,613		1,887		(15,629)		58,071
Realized losses from derivative assets and liabilities	(33,569)		(59,712)		(17,326)		(105,609)
Discount points, rebates and lender paid costs	97,749		86,116		277,547		220,111
Fair value gain	6,613		23,509		36,051		19,219
(Provision) recovery for loan loss obligation for loans sold	(2,482)		3,107		(6,357)		12,280
Total gain on origination and sale of loans, net	$	201,304	$	198,027	$	542,490	$	481,007

The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance for loans held for sale.


	September 30, 2025						December 31, 2024
	Fair value		UPB		Difference		Fair value		UPB		Difference
Current through 89 days delinquent	$	2,598,438	$	2,553,037	$	45,402	$	2,582,937	$	2,574,623	$	8,314
90+ days delinquent(1)	7,923		9,501		(1,579)		20,798		23,134		(2,336)
Total	$	2,606,361	$	2,562,538	$	43,823	$	2,603,735	$	2,597,757	$	5,978

(1) 90+ days delinquent loans are on non-accrual status.

NOTE 4 – LOANS HELD FOR INVESTMENT, AT FAIR VALUE

In April 2024, the Company executed a securitization of a pool of approximately $150.0 million of fixed-rate and adjustable-rate, performing, re-performing and non-performing residential mortgage loans that was recorded as a secured borrowing in which the loans remained on the consolidated balance sheet as loans held for investment, at fair value.

A summary of the changes in the balance of loans held for investment is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance at beginning of period	$	111,591	$	120,287	$	116,627	$	—
Loans securitized, at fair value	—		—		—		122,532


Principal payments	(3,004)		(1,577)		(9,117)		(3,502)
Fair value gain	2,754		3,356		3,831		3,036
Balance at end of period	$	111,341	$	122,066	$	111,341	$	122,066

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The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance for loans held for investment.


	September 30, 2025						December 31, 2024
	Fair value		UPB		Difference		Fair value		UPB		Difference
Current through 89 days delinquent	$	102,959	$	123,147	$	(20,188)	$	111,010	$	135,335	$	(24,325)
90+ days delinquent(1)	8,382		10,671		(2,289)		5,617		7,600		(1,983)
Total	$	111,341	$	133,818	$	(22,477)	$	116,627	$	142,935	$	(26,308)

(1) 90+ days delinquent loans are on non-accrual status.

Income from loans held for investment is included in other income on the consolidated statement of operations, and includes $1.4 million and $4.5 million of interest income for the three and nine months ended September 30, 2025, respectively, and fair value gains of $2.8 million and $3.8 million for the three and nine months ended September 30, 2025, respectively.

NOTE 5 – SERVICING RIGHTS, AT FAIR VALUE

The outstanding principal balance of the servicing portfolio was comprised of the following:


	September 30, 2025		December 31, 2024
Agency	$	64,376,842	$	65,092,009
Government	41,814,053		39,909,978
Other	12,037,251		10,969,997
Total servicing portfolio	$	118,228,146	$	115,971,984

A summary of the changes in the balance of servicing rights, net of servicing rights liability is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance at beginning of period	$	1,616,854	$	1,566,463	$	1,615,510	$	1,985,718
Servicing rights additions	69,163		62,039		188,789		176,529
Sales proceeds, net	(11,642)		(8,466)		(27,478)		(503,777)
Changes in fair value:
Due to changes in valuation inputs or assumptions	(12,007)		(52,557)		(35,551)		(8,690)
Due to collection/realization of cash flows	(44,154)		(41,498)		(123,162)		(119,783)
Realized gains (losses) on sale of servicing rights(1)	45		32		151		(3,984)
Total changes in fair value	(56,116)		(94,023)		(158,562)		(132,457)
Balance at end of period(2)	$	1,618,259	$	1,526,013	$	1,618,259	$	1,526,013

(1) Includes realized MSR sale gain and broker fees.

(2) Servicing assets of $1.6 billion and $1.5 billion at September 30, 2025 and September 30, 2024, respectively, are presented net of servicing liabilities of $19.7 million and $16.7 million, respectively.

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The following is a summary of the components of loan servicing fee income as reported in the Company’s consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Contractual servicing fees	$	87,034	$	90,769	$	252,815	$	279,911
Late, ancillary and other fees	24,749		33,364		71,455		93,362
Servicing fee income	$	111,783	$	124,133	$	324,270	$	373,273

The following is a summary of the components of change in fair value of servicing rights, net of hedge as reported in the Company’s consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Changes in fair value:
Due to collection/realization of cash flows	$	(44,154)	$	(41,498)	$	(123,162)	$	(119,783)

Due to changes in valuation inputs or assumptions	(12,007)		(52,557)		(35,551)		(8,690)
Realized gains (losses) on sale of servicing rights	45		32		151		(2,980)
Net (losses) gains from derivatives hedging servicing rights	10,129		37,624		19,369		(23,876)
Valuation changes in servicing rights, net of hedging gains and losses	(1,833)		(14,901)		(16,031)		(35,546)
Other realized losses on sales of servicing rights (1)	(211)		(164)		(484)		(7,290)
Changes in fair value of servicing rights, net	$	(46,198)	$	(56,563)	$	(139,677)	$	(162,619)

(1)Includes the (provision) recovery for estimated losses and broker fees on MSR sales.

The table below illustrates hypothetical changes in fair values of servicing rights, caused by assumed immediate changes to key assumptions that are used to determine fair value.


	September 30, 2025		December 31, 2024
Fair Value of Servicing Rights, net	$	1,618,259	$	1,615,510
Change in Fair Value from adverse changes:
Discount Rate:
Increase 1%	(61,983)		(62,832)
Increase 2%	(121,186)		(122,064)
Cost of Servicing:
Increase 10%	(18,304)		(17,403)
Increase 20%	(36,720)		(34,857)
Prepayment Speed:
Increase 10%	(19,219)		(16,609)
Increase 20%	(38,167)		(32,518)

Sensitivities are hypothetical changes in fair value and cannot be extrapolated because the relationship of changes in assumptions to changes in fair value may not be linear. Also, the effect of a variation in a particular assumption is calculated without changing any other assumption, whereas a change in one factor may result in changes to another.

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Accordingly, no assurance can be given that actual results would be consistent with the results of these estimates. As a result, actual future changes in servicing rights values may differ significantly from those displayed above.

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Derivative instruments utilized by the Company primarily include interest rate lock commitments, forward sale contracts, mortgage-backed securities (“MBS”) put options, put options on treasuries, and interest rate swap futures. Derivative financial instruments are recognized as assets or liabilities and are measured at fair value. The Company accounts for derivatives as free-standing derivatives and does not designate any derivative financial instruments for hedge accounting. All derivative financial instruments are recognized on the consolidated balance sheets at fair value with changes in the fair values being reported in current period earnings. The Company does not use derivative financial instruments for purposes other than in support of its risk management activities. Refer to Note 1- Description of Business and Summary of Significant Accounting Policies and Note 2- Fair Value for further details on derivatives in the 2024 Form 10-K.

The following summarizes the Company’s outstanding derivative instruments:


				Fair Value
	Notional		Balance Sheet Location	Asset		Liability
September 30, 2025:
Interest rate lock commitments	$	2,496,680	Derivative asset, at fair value	$	50,725	$	—
Interest rate lock commitments	690,374		Derivative liabilities, at fair value	—		2,772

Forward sale contracts	426,731		Derivative asset, at fair value	666		—
Forward sale contracts	1,426,848		Derivative liabilities, at fair value	—		7,147

Put options on treasuries	—		Derivative asset, at fair value	—		—
Put options on treasuries	7,250		Derivative liabilities, at fair value	—		2,166




Interest rate swap futures	335		Derivative asset, at fair value	3,191		—
Interest rate swap futures	—		Derivative liabilities, at fair value	—		—
			Total derivative financial instruments	$	54,582	$	12,085

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				Fair Value
	Notional		Balance Sheet Location	Asset		Liability
December 31, 2024:
Interest rate lock commitments	$	1,424,965	Derivative asset, at fair value	$	27,739	$	—
Interest rate lock commitments	370,092		Derivative liabilities, at fair value	—		2,187

Forward sale contracts	2,070,542		Derivative asset, at fair value	16,650		—
Forward sale contracts	29,567		Derivative liabilities, at fair value	—		896

Put options on treasuries	—		Derivative asset, at fair value	—		—
Put options on treasuries	2,878		Derivative liabilities, at fair value	—		5,829




Interest rate swap futures	—		Derivative asset, at fair value	—		—
Interest rate swap futures	2,075		Derivative liabilities, at fair value	—		16,148
			Total derivative financial instruments	$	44,389	$	25,060

Because many of the Company’s current derivative agreements are not exchange-traded, the Company is exposed to credit loss in the event of nonperformance by the counterparty to the agreements. The Company controls this risk through credit monitoring procedures including financial analysis, dollar limits and other monitoring procedures. The notional amount of the contracts does not represent the Company’s exposure to credit loss.

The following summarizes the realized and unrealized net gains or losses on derivative financial instruments and the consolidated statements of operations line items where such gains and losses are included:


		Three Months Ended September 30,				Nine Months Ended September 30,
Derivative instrument	Statements of Operations Location	2025		2024		2025		2024
Interest rate lock commitments, net	Gain on origination and sale of loans, net	$	(6,411)	$	15,874	$	22,401	$	17,681
Forward sale contracts	Gain on origination and sale of loans, net	(22,323)		(66,230)		(50,398)		(56,487)
Interest rate swap futures	Gain on origination and sale of loans, net	399		(1,621)		(17,760)		(9,096)
Put options	Gain on origination and sale of loans, net	(2,621)		(5,848)		12,802		364
Forward sale contracts	Change in fair value of servicing rights, net	7,088		12,240		11,396		(2,805)
Interest rate swap futures	Change in fair value of servicing rights, net	2,852		20,526		9,836		(16,348)
Put options	Change in fair value of servicing rights, net	189		4,858		(1,863)		(4,723)
Total realized and unrealized losses on derivative financial instruments		$	(20,827)	$	(20,201)	$	(13,586)	$	(71,414)

NOTE 7 – BALANCE SHEET NETTING

The Company has entered into agreements with counterparties, which include netting arrangements whereby the counterparties are entitled to settle their positions on a net basis. In certain circumstances, the Company is required to provide certain counterparties financial instruments and cash collateral against derivative financial instruments, warehouse and other lines of credit, or debt obligations. Cash collateral is held in margin accounts and included in restricted cash on the Company's consolidated balance sheets.

The table below represents financial assets and liabilities that are subject to master netting arrangements or similar agreements categorized by financial instrument, together with corresponding financial instruments and corresponding collateral received or pledged. In circumstances where right of offset criteria is met, the related asset and liability are presented in a net position on the consolidated balance sheets. Warehouse and other lines of credit and secured debt obligations were secured by financial instruments and cash collateral with fair values that exceeded the liability amount recorded on the consolidated balance sheets as of September 30, 2025, and December 31, 2024, respectively.

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Refer to Note 9 – Warehouse and Other Lines of Credit for further details on cash collateral requirements.


	September 30, 2025
	Gross amounts recognized		Gross amounts offset in consolidated balance sheet		Net amounts presented in consolidated balance sheet		Gross amounts not offset in consolidated balance sheet				Net amount

							Financial instruments		Cash collateral


Assets:
Forward sale contracts	$	8,829	$	(8,163)	$	666	$	—	$	(98)	$	568


Interest rate swap futures	3,191		—		3,191		—		—		3,191
Total Assets	$	12,020	$	(8,163)	$	3,857	$	—	$	(98)	$	3,759

Liabilities:
Forward sale contracts	$	15,310	$	(8,163)	$	7,147	$	—	$	(4,872)	$	2,275
Put options on treasuries	2,166		—		2,166		—		(2,166)		—


Warehouse and other lines of credit	2,382,706		—		2,382,706		(2,382,706)		—		—
Secured debt obligations (1)	1,281,938		—		1,281,938		(1,281,938)		—		—
Total liabilities	$	3,682,120	$	(8,163)	$	3,673,957	$	(3,664,644)	$	(7,038)	$	2,275

(1)Secured debt obligations as of September 30, 2025 included secured credit facilities, Term Notes, and other secured financings.


	December 31, 2024
	Gross amounts recognized		Gross amounts offset in consolidated balance sheets		Net amounts presented in consolidated balance sheets		Gross amounts not offset in consolidated balance sheets				Net amount

							Financial instruments		Cash collateral


Assets:
Forward sale contracts	$	30,547	$	(13,897)	$	16,650	$	—	$	(10,179)	$	6,471



Total assets	$	30,547	$	(13,897)	$	16,650	$	—	$	(10,179)	$	6,471

Liabilities:
Forward sale contracts	$	14,793	$	(13,897)	$	896	$	—	$	(802)	$	94
Put options on treasuries	5,829		—		5,829		—		(5,829)		—
Interest rate swap futures	16,148		—		16,148		—		(16,148)		—
Warehouse and other lines of credit	2,377,127		—		2,377,127		(2,377,127)		—		—
Secured debt obligations (1)	1,216,454		—		1,216,454		(1,216,454)		—		—
Total liabilities	$	3,630,351	$	(13,897)	$	3,616,454	$	(3,593,581)	$	(22,779)	$	94

(1)Secured debt obligations as of December 31, 2024 included secured credit facilities and Term Notes.

NOTE 8 – VARIABLE INTEREST ENTITIES

The Company evaluates its involvement with entities to determine if these entities meet the definition of a VIE and whether the Company is the primary beneficiary and should consolidate the VIE. The Company did not provide any non-contractual financial support to VIEs for the nine months ended September 30, 2025, and year ended December 31, 2024.

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Consolidated VIEs

LD Holdings

The Company is a holding company with its sole material asset being its equity interest in LD Holdings. Through the Company’s ability to appoint the board of directors of LD Holdings, the Company indirectly operates and controls all of LD Holdings’ business and affairs. LD Holdings is considered a VIE and the financial results of LD Holdings and its subsidiaries are consolidated. A portion of net earnings or loss is allocated to noncontrolling interest to reflect the entitlement of the Continuing LLC Members. Refer to Note 11 – Equity for further details.

Securitization and Special Purpose Entities (“SPEs”)

The Company consolidates securitization facilities that finance mortgage loans held for sale and mortgage loans held for investment, as well as SPEs established as trusts to finance mortgage servicing rights and servicing advance receivables. Assets are transferred to a securitization or trust, which issues beneficial interests collateralized by the transferred assets, entitling the investors to specified cash flows. The Company may retain beneficial interests in the transferred assets and also holds conditional repurchase options specific to these securitizations that allow it to repurchase assets from the securitization entity. The Company’s economic exposure to loss from outstanding third-party financing is generally limited to the carrying value of the assets financed. The Company has retained risks in the securitizations including customary representations and warranties. For securitization facilities, the Company, as seller, has an option to prepay and redeem outstanding classes of issued notes after a set period of time. The Company’s exposure to these entities is primarily through its role as seller, servicer, and administrator. Servicing functions include, but are not limited to, general collection activity, preparing and furnishing statements, and loss mitigation efforts including repossession and sale of collateral.

Retained interests

In April 2024, the Company completed a transfer and securitization of a pool of performing, re-performing and non-performing residential mortgage loans. Pursuant to the credit risk retention requirements, mello Credit Strategies LLC, as sponsor, is required to retain at least a 5% economic interest in the credit risk of the assets collateralizing this securitization transaction. On the closing date, MCS and its wholly owned subsidiary retained a horizontal residual interest in the MMCA 2024-SD1 securitization comprised of the Class B notes and Trust Certificate. The Company determined that MCS is considered to be the primary beneficiary of the VIE as it retains all the risk and reward from the residual interest, and, therefore, the securitization trust is required to be consolidated. As of September 30, 2025, the remaining principal balance of loans transferred to the securitization trust was $133.8 million of which $10.7 million was 90 days or more past due.

The table below presents a summary of the carrying value and balance sheet classification of assets and liabilities in the Company’s securitization and SPE VIEs.

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	September 30, 2025		December 31, 2024

Assets
Loans held for sale, at fair value	$	611,394	$	293,165
Loans held for investment, at fair value	111,341		116,627
Restricted cash	4,526		10,794
Servicing rights, at fair value	647,066		625,699
Other assets	71,733		76,471
Total	$	1,446,060	$	1,122,756

Liabilities
Warehouse and other lines of credit	$	600,000	$	300,000
Debt obligations, net:
MSR facilities	86,914		193,800
Servicing advance facilities	53,480		72,530
Term Notes	346,708		200,000
Other secured financings	89,825		97,767
Total	$	1,176,927	$	864,097

Non-Consolidated VIEs

The nature, purpose, and activities of non-consolidated VIEs currently encompass the Company’s investments in retained interests from securitizations and joint ventures. The table below presents a summary of the nonconsolidated VIEs for which the Company holds variable interests.


	September 30, 2025
	Carrying value				Maximum exposure to loss		Total assets in VIEs
	Assets		Liabilities
Retained interests	$	85,980	$	—	$	85,980	$	1,986,511
Investments in joint ventures	18,270		—		18,270		13,137
Total	$	104,250	$	—	$	104,250

	December 31, 2024
	Carrying value				Maximum exposure to loss		Total assets in VIEs
	Assets		Liabilities
Retained interests	$	87,466	$	—	$	87,466	$	2,078,478
Investments in joint ventures	18,113		—		18,113		15,880
Total	$	105,579	$	—	$	105,579

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Retained interests

In 2022 and 2021, the Company completed the sale and securitization of non-owner occupied residential mortgage loans. Pursuant to the credit risk retention requirements, the Company, as sponsor, is required to retain at least a 5% economic interest in the credit risk of the assets collateralizing the securitization transactions. The retained interests represent a variable interest in the securitizations. The Company determined it was not the primary beneficiary of the VIE. The Company’s continuing involvement is limited to customary servicing obligations as servicer and servicing administrator associated with retained servicing rights and the receipt of principal and interest associated with the retained interests. The investors and the securitization trusts have no recourse to the Company’s assets; holders of the securities issued by each trust can look only to the loans owned by the trust for payment. The retained interests held by the Company are subject principally to the credit risk stemming from the underlying transferred loans. The securitization trusts used to effect these transactions are variable interest entities that the Company does not consolidate. The Company remeasures the carrying value of its retained interests at each reporting date to reflect their current fair value which is included in trading securities, at fair value on the consolidated balance sheets, with corresponding gains or losses included in other income on the consolidated statements of operations. As of September 30, 2025, the remaining principal balance of loans transferred to these securitization trusts was $2.0 billion of which $3.3 million was 90 days or more past due.

Investments in joint ventures

The Company’s joint ventures include investments with home builders, real estate brokers, and commercial real estate companies to provide loan origination services and real estate settlement services to customers referred by the Company’s joint venture partners. The Company is generally not determined to be the primary beneficiary in its joint venture VIEs because it does not have the power, through voting rights or similar rights, to direct the activities that most significantly impact the economic performance of the VIE. The Company’s pro rata share of net earnings of joint ventures was $1.7 million and $4.3 million for the three and nine months ended September 30, 2025, respectively, and $4.5 million and $11.1 million for the three and nine months ended September 30, 2024, respectively, and is included in other income in the consolidated statements of operations.

NOTE 9 – WAREHOUSE AND OTHER LINES OF CREDIT

At September 30, 2025, the Company was a party to eleven revolving lines of credit with lenders providing $4.2 billion of warehouse and securitization facilities. The facilities are used to fund, and are secured by, residential mortgage loans held for sale. The facilities are repaid using proceeds from the sale of loans. Interest is generally payable monthly in arrears or on the repurchase date of a loan, and outstanding principal is payable upon receipt of loan sale proceeds or on the repurchase date of a loan. Outstanding principal related to a particular loan must also be repaid after the expiration of a contractual period of time or, if applicable, upon the occurrence of certain events of default with respect to the underlying loan. Interest expense is recorded to interest expense on the consolidated statements of operations. The base interest rates on the facilities bear interest at a derivative of the secured overnight financing rate (“SOFR”), plus a margin. Some of the facilities carry additional fees charged on the total line amount, commitment fees charged on the committed portion of the line, and non-usage fees charged when monthly usage falls below a certain utilization percentage. As of September 30, 2025, the interest rate was comprised of the applicable base rate plus a spread ranging from 1.50% to 2.25%. The base interest rate for warehouse facilities is subject to increase based upon the characteristics of the underlying loans collateralizing the lines of credit, including, but not limited to product type and number of days held for sale. The warehouse lines have maturities staggered from October 2025 through September 2026. As of September 30, 2025, there was one securitization facility with an original two year term scheduled to expire in September 2026 and one securitization facility with an original three year term scheduled to expire in April 2028. Warehouse lines and other lines of credit are subject to renewal based on periodic credit review conducted by the lender.

Certain warehouse line lenders require the Company to maintain cash accounts with minimum required balances at all times. As of September 30, 2025 and December 31, 2024, the Company had posted a total of $7.8 million and $15.6 million, respectively, of restricted cash as collateral with our warehouse lenders and securitization facilities of which $3.3 million and $4.8 million, respectively, were the minimum required balances.

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Under the terms of these warehouse lines, the Company is required to maintain various covenants. As of September 30, 2025, the Company was in compliance with all covenants under the warehouse lines.

Securitization Facilities

In September 2024, in connection with the termination of a securitization facility issued in 2021, the Company issued notes and a class of owner trust certificates through a securitization facility (“2024-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2024-1 Securitization Facility is secured by first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2024-1 Securitization Facility issued $300.0 million in notes that bear interest at SOFR, plus a margin. The 2024-1 Securitization Facility will terminate on the earlier of (i) the two-year anniversary of the initial purchase date, (ii) the Company exercising its right to optional prepayment in full, or (iii) the date of the occurrence and continuance of an event of default.

In April 2025, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2025-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2025-1 Securitization Facility is secured by first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2025-1 Securitization Facility issued $300.0 million in notes that bear interest at SOFR, plus a margin. The 2025-1 Securitization Facility will terminate on the earlier of (i) the three-year anniversary of the initial purchase date, (ii) the Company exercising its right to optional prepayment in full, or (iii) the date of the occurrence and continuance of an event of default.

The following table presents information on warehouse and securitization facilities and the outstanding balance as of September 30, 2025 and December 31, 2024:




								Outstanding Balance
	Committed Amount		Uncommitted Amount		Total Facility Amount		Expiration Date	September 30, 2025		December 31, 2024
Facility 1(1)	$	400,000	$	600,000	$	1,000,000	9/22/2026	$	450,992	$	504,332
Facility 2(1)(4)	1,000		299,000		300,000		10/22/2025	222,572		201,735
Facility 3	—		225,000		225,000		4/14/2026	82,402		136,222
Facility 4(4)	—		175,000		175,000		10/29/2025	136,261		91,160
Facility 5(1)(3)	—		200,000		200,000		N/A	—		332

Facility 6	—		300,000		300,000		9/18/2026	253,344		276,799

Facility 7(2)	300,000		—		300,000		9/25/2026	300,000		300,000
Facility 8	250,000		350,000		600,000		11/13/2025	331,218		400,703
Facility 9(1)(4)	—		600,000		600,000		10/30/2025	305,917		465,844
Facility 10(2)	300,000		—		300,000		4/10/2028	300,000		—
Facility 11(1)(3)	—		150,000		$	150,000	N/A	—		—
Total	$	1,251,000	$	2,899,000	$	4,150,000		$	2,382,706	$	2,377,127

(1)In addition to the warehouse line, the lender provides a separate gestation facility to finance recently sold MBS up to the MBS settlement date.

(2)Securitization backed by a revolving warehouse facility to finance newly originated first-lien fixed and adjustable rate mortgage loans.

(3)This is an early funding facility with an Agency. This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party by written notice.

(4)In October 2025, the maturity date was extended to October 2026.

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The following table presents information on borrowings under warehouse and securitization facilities:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Maximum outstanding balance during the period	$	2,395,860		$	2,565,713		$	2,528,173		$	2,565,713
Average balance outstanding during the period	2,114,278			2,022,020			2,075,646			1,822,164
Collateral pledged (loans held for sale)	2,559,416			2,727,692			2,559,416			2,727,692
Weighted average interest rate during the period	6.31		%	7.22		%	6.37		%	7.25		%

NOTE 10 – DEBT OBLIGATIONS

The following table presents the outstanding debt as of September 30, 2025 and December 31, 2024:


	September 30, 2025		December 31, 2024
Secured debt obligations, net:
Secured credit facilities
MSR facilities	$	697,855	$	762,319
Securities financing facilities	80,011		82,465
Servicing advance facilities	53,480		72,530
Total secured credit facilities	831,346		917,314
Term Notes	346,708		200,000
Other secured financings	89,825		97,767
Total secured debt obligations, net	1,267,879		1,215,081

Other debt obligations, net:


Senior Notes	822,991		812,122

Total debt obligations, net	$	2,090,870	$	2,027,203

Certain of the Company’s secured debt obligations require us to satisfy financial covenants, including minimum levels of profitability, tangible net worth, liquidity, and maximum levels of consolidated leverage. The Company was in compliance with all such financial covenants as of September 30, 2025.

Secured Credit Facilities

Secured credit facilities are revolving facilities collateralized by MSRs, trading securities, and servicing advances.

MSR Facilities

In August 2017, the Company established the loanDepot GMSR Master Trust to finance its Ginnie Mae mortgage servicing rights through the issuance of variable funding and/or term notes, each of which are secured by participation certificates representing beneficial interests in the Company’s Ginnie Mae mortgage servicing rights. As of September 30, 2025, the fair value of the mortgage servicing rights was $647.1 million. In January 2024, the Company secured a new facility to re-issue a variable funding note that accrues interest at SOFR plus a margin per annum, providing an aggregate $150.0 million in borrowing capacity as of September 30, 2025 (including variable funding notes secured by servicing advances, see Servicing Advance Facilities below). In January 2025, the maturity date of the variable funding notes was extended to July 2026.

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As of September 30, 2025, the Company had $88.0 million in outstanding variable funding notes and $1.1 million in unamortized deferred financial costs. In May 2025, the loanDepot GMSR Master Trust issued the Series 2025-GT1 term notes in the aggregate principal amount of $200.0 million. The Series 2025-GT1 Notes are priced at a variable rate based on SOFR plus a margin per annum and are expected to mature in May 2030, or, if extended, to May 2032. The proceeds of Series 2025-GT1 Notes offering were used to prepay in full the Series 2018-GT1 Term Notes which had an outstanding principal balance of $200.0 million as of the date of prepayment. In July 2025, the loanDepot GMSR Master Trust issued the Series 2025-GT2 term notes in the aggregate principal amount of $150.0 million. The Series 2025-GT2 Notes are priced at a variable rate based on SOFR plus a margin per annum and are expected to mature in July 2030.

In January 2025, the Company entered into a credit facility agreement to provide for $400.0 million in borrowing capacity to replace a previous credit facility that was originally entered into in December of 2021. This facility is secured by Freddie Mac mortgage servicing rights with a fair value of $481.9 million as of September 30, 2025. This facility bears interest at SOFR, plus a margin per annum and matures in January 2027. At September 30, 2025, there was $319.5 million outstanding on this facility and $1.4 million in unamortized deferred financing costs.

In May 2025, the Company amended its facility that is secured by Fannie Mae mortgage servicing rights to appoint a new administrative agent and to assign to the administrative agent 100% of the commitment under its credit agreement originally dated December 15, 2023, as amended restated and supplemented from time to time. This revolving line of credit provides for up to $300.0 million in borrowing capacity. The facility is secured by Fannie Mae mortgage servicing rights with a fair value of $411.3 million as of September 30, 2025. The facility bears interest at SOFR, plus a margin per annum and matures in May 2026. At September 30, 2025, there was $294.5 million outstanding on this facility and $1.7 million in unamortized deferred financing costs.

Securities Financing Facilities

The Company has entered into master repurchase agreements to finance retained interest securities related to its securitizations. The securities financing facilities have an advance rate between 50% and 85% based on classes of the securities and accrue interest at a rate of 90-day SOFR, plus a margin. The securities financing facilities are secured by the trading securities, which represent retained interests in the credit risk of the assets collateralizing certain securitization transactions. As of September 30, 2025, the trading securities had a fair value of $86.0 million on the consolidated balance sheets and there were $80.0 million in securities financing facilities outstanding.

Servicing Advance Facilities

In September 2020, the Company, through its indirect-wholly owned subsidiary loanDepot Agency Advance Receivables Trust (the “Advance Receivables Trust”), entered into a variable funding note facility for the financing of servicing advance receivables with respect to residential mortgage loans serviced by it on behalf of Fannie Mae and Freddie Mac. Pursuant to an indenture, the Advance Receivables Trust can issue up to $100.0 million in variable funding notes (the “2020-VF1 Notes”). The 2020-VF1 Notes accrue interest at SOFR plus a margin per annum. In September 2024, the 2020-VF1 Notes were extended to mature in September 2026 (unless earlier redeemed in accordance with their terms). At September 30, 2025, there was $23.0 million in 2020-VF1 Notes outstanding, secured by servicing advances of $27.1 million.

In November 2021, the Company, through the GMSR Trust, issued variable funding notes secured by principal and interest advance receivables and servicing advance receivables related to residential mortgage loans serviced on behalf of Ginnie Mae. These variable funding notes bear interest at SOFR plus a margin per annum. As disclosed in MSR Facilities above, the Company secured a new facility in January 2024 to issue variable funding notes and to extend their maturity to July 2026. As of September 30, 2025, there was $30.4 million outstanding on the variable funding notes, secured by servicing advances of $44.6 million.

Term Notes

In May 2025, the Company, through the GMSR Trust issued the Series 2025-GT1 Term Notes (“GT1 Term Notes”). The GT1 Term Notes mature in May 2030 or if extended pursuant to the terms of the Series 2025-GT1 Indenture Supplement, May 2032 and accrue interest at SOFR plus a margin per annum.

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At September 30, 2025, there were $200.0 million in GT1 Term Notes outstanding and $1.9 million of unamortized deferred financing costs. In July 2025, the Company, through the GMSR Trust issued the Series 2025-GT2 Term Notes (“GT2 Term Notes”). The GT2 Term Notes mature in July 2030 and accrue interest at SOFR plus a margin per annum. At September 30, 2025, there were $150.0 million in GT2 Term Notes outstanding and $1.4 million of unamortized deferred financing costs.

Other Secured Financings

In April 2024, the Company executed a securitization of a pool of approximately $150.0 million fixed-rate and adjustable-rate, performing, re-performing and non-performing residential mortgage loans, whereby the loans were transferred to statutory trust MMCA 2024-SD1. The Company evaluated the sale of loans according to ASC 860 - Transfers and Servicing and determined that the transaction does not qualify for sale treatment. As a result, the securitization was recorded as a secured borrowing in which the loans remain on the consolidated balance sheet as loans held for investment, at fair value and the securitization debt is also recognized on the consolidated balance sheet in debt obligations, net. The secured financing is collateralized by and indexed to the pool of residential mortgage loans held by a VIE. As of September 30, 2025, there was $89.8 million outstanding in other secured financings, net of $5.7 million in debt discount and $0.9 million in unamortized deferred financing costs.

Senior Notes

In October 2020, the Company issued $500.0 million in aggregate principal amount of 6.50% unsecured senior notes due November 2025, (the “2025 Senior Notes”). In June 2024, the Company completed an offer to exchange any and all of the outstanding 2025 Senior Notes for newly issued Senior Secured Notes due November 2027 (the “2027 Senior Notes”). The offer was an exchange for a mixed consideration of $1,100 in cash and principal amount of 2027 Senior Notes for each $1,000 principal amount of 2025 Senior Notes tendered at or prior to the expiration date. At the time of expiration, the Company repurchased $478.0 million of 2025 Senior Notes in exchange for $340.6 million of 2027 Senior Notes and cash of $185.0 million resulting in a loss on extinguishment of debt of $5.7 million. Interest on the 2027 Senior Notes accrues at a rate of 8.750% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The Company may redeem the 2027 Senior Notes, in whole or in part, at various redemption prices. The 2027 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of LD Holding’s wholly-owned restricted subsidiaries, and secured by a first priority security interest (subject to permitted liens) in (1) a securities account holding certain risk retention securities (trading securities) held by MCS, a guarantor of the 2027 Senior Notes, (2) certain unencumbered non-agency mortgage servicing rights held by LDLLC, a guarantor of the 2027 Senior Notes, with a fair value of up to $60.0 million, and (3) a securities account holding $100.6 million aggregate principal amount of LD Holding’s 6.125% 2028 Senior Notes that were previously repurchased by LD Holdings held by ART, a guarantor of the 2027 Senior Notes.

The Company evaluated the debt exchange under the guidance in ASC 470-50 Debt - Modifications and Extinguishments. As the present value of the cash flows under the 2027 Senior Notes differed by more than 10% from the present value of the remaining cash flows under the terms of the 2025 Senior Notes, it was determined that the debt was substantially different, and therefore, the transaction was accounted for as a debt extinguishment. As of September 30, 2025, there were $19.8 million in 2025 Senior Notes outstanding and $7 thousand in unamortized deferred financing costs, which matured and was redeemed in November 2025. As of September 30, 2025 there were $340.6 million in 2027 Senior Notes outstanding, $29.9 million of unamortized debt discount and $4.2 million in unamortized deferred financing costs.

In March 2021, the Company issued $600.0 million in aggregate principal amount of 6.125% unsecured senior notes due April 2028 (the “2028 Senior Notes” and together with the 2025 Senior Notes and 2027 Senior Notes, the "Senior Notes"). Interest on the 2028 Senior Notes accrues at a rate of 6.125% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. The Company may redeem the 2028 Senior Notes at various redemption prices. As of September 30, 2025, there were $499.4 million in 2028 Senior Notes outstanding and $2.6 million in unamortized deferred financing costs.

Interest Expense

Interest expense on all outstanding debt obligations with variable rates is paid based on SOFR, or other alternative base rate, plus a margin ranging from 0.90% - 4.25%.

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NOTE 11 – EQUITY

The Company consolidates the financial results of LD Holdings and reports noncontrolling interest related to the interests held by the Continuing LLC Members. The noncontrolling interest of $173.9 million and $233.7 million as of September 30, 2025 and December 31, 2024, respectively, represented the economic interest in LD Holdings held by the Continuing LLC Members. The Continuing LLC Members have the right to exchange one Holdco Unit and one share of Class B common stock or Class C common stock, as applicable, together for cash or one share of Class A common stock at the Company’s election, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. As Continuing LLC Members convert shares, noncontrolling interest is adjusted to proportionately reduce the economic interest in LD Holdings with an offset to additional paid-in-capital on the consolidated statements of equity. The following table summarizes the ownership of LD Holdings as of September 30, 2025 and December 31, 2024.


	September 30, 2025		December 31, 2024
Holding Member Interests:	Holdco Units	Ownership Percentage	Holdco Units	Ownership Percentage
loanDepot, Inc.	216,550,809	64.98%	196,120,244	59.87%
Continuing LLC Members	116,685,115	35.02%	131,432,929	40.13%
Total	333,235,924	100.00%	327,553,173	100.00%

NOTE 12 – EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share of Class A common stock and Class D common stock is computed using the two-class method by dividing net earnings (loss) allocated to common stockholders by the weighted-average number of shares of Class A common stock and Class D common stock, respectively, outstanding during the period. Diluted earnings (loss) per share of Class A common stock and Class D common stock is computed using the two-class method by dividing net earnings (loss) allocated to common stockholders by the weighted-average number of shares of Class A common stock and Class D common stock, respectively, outstanding adjusted to give effect to potentially dilutive securities. Diluted EPS was computed using the treasury stock method for Class A RSUs, non-qualified stock options, and ESPP shares and the if-converted method for Class C common stock. During the first quarter of 2024, the Company discontinued the ESPP Plan.

There was no Class B common stock outstanding during the nine months ended September 30, 2025 and 2024. The following table sets forth the calculation of basic and diluted loss per share for Class A common stock and Class D common stock:


	Three Months Ended						Nine Months Ended
	September 30, 2025						September 30, 2025
	Class A		Class D		Total		Class A		Class D		Total


Net loss allocated to common stockholders	$	(2,642)	$	(2,240)	$	(4,882)	$	(21,316)	$	(18,850)	$	(40,166)





Weighted average shares - basic	114,416,310		97,026,671		211,442,981		109,718,453		97,026,671		206,745,124

Loss per share - basic	$	(0.02)	$	(0.02)	$	(0.02)	$	(0.19)	$	(0.19)	$	(0.19)











Weighted average shares - diluted	114,416,310		97,026,671		211,442,981		109,718,453		97,026,671		206,745,124

Loss per share - diluted	$	(0.02)	$	(0.02)	$	(0.02)	$	(0.19)	$	(0.19)	$	(0.19)

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	Three Months Ended						Nine Months Ended
	September 30, 2024						September 30, 2024
	Class A		Class D		Total		Class A		Class D		Total


Net income (loss) allocated to common stockholders	$	653	$	716	$	1,369	$	(30,590)	$	(34,507)	$	(65,097)





Weighted average shares - basic	88,358,600		97,026,671		185,385,271		86,014,818		97,026,671		183,041,489

Earnings (loss) per share - basic	$	0.01	$	0.01	$	0.01	$	(0.36)	$	(0.36)	$	(0.36)

Diluted earnings (loss) per share:



Net earnings (loss) allocated to common shareholders - diluted	$	1,661	$	685	$	2,346	$	(30,590)	$	(34,507)	$	(65,097)

Weighted average shares - diluted	235,506,313		97,026,671		332,532,984		86,014,818		97,026,671		183,041,489
Earnings (loss) per share - diluted	$	0.01	$	0.01	$	0.01	$	(0.36)	$	(0.36)	$	(0.36)

The potential dilutive effect of the exchange of Class C common stock for Class A common stock is evaluated under the if-converted method. Reallocation of net income or loss attributable to the dilutive impact of the exchange of Class C common stock for Class A common stock was tax-effected using the combined federal and state rate (less federal benefit) of 25.4% and 25.0% for the three months ended September 30, 2025 and 2024, respectively, and 25.4% and 25.8%, for the nine months ended September 30, 2025 and 2024, respectively. The potential dilutive effect of stock options, restricted stock units, and ESPP shares is evaluated under the treasury stock method. The following table summarizes the shares that were anti-dilutive and excluded from the computation of diluted earnings (loss) per share for the presented periods.


	Three Months Ended		Nine Months Ended
	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
Class C common stock	119,970,814	—	123,031,001	142,333,213
Stock options, restricted stock units, ESPP shares(1)	8,761,006	2,305,379	13,414,756	12,135,183
Total	128,731,820	2,305,379	136,445,757	154,468,396

(1)Stock options, restricted stock units, and ESPP shares are weighted for the portion of the period for which they were outstanding.

NOTE 13 – INCOME TAXES

The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure.

As of September 30, 2025 and December 31, 2024, the Company had a deferred tax asset before any valuation allowance of $103.8 million and $67.9 million, respectively, and a deferred tax liability of $94.2 million and $90.6 million, respectively. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. The deferred tax liability as of September 30, 2025 and December 31, 2024 relates to temporary differences in the book basis as compared to the tax basis of loanDepot, Inc.’s investment in LD Holdings, net of tax benefits from future deductions for payments made under a Tax Receivable Agreement (“TRA”) as a result of the IPO. The deferred tax liability as of September 30, 2025 includes a one-time non-cash income tax benefit of $2.9 million due to the revaluation of the deferred tax liability as the result of California state tax changes passed as part of the 2025 California budget enacted on June 27, 2025 and effective retroactively to January 1, 2025. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. Deferred income taxes are measured using the applicable tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on the tax rates that have been enacted at the reporting date. The Company measured its deferred tax assets and liabilities at September 30, 2025 and December 31, 2024 using the combined federal and state rate (less federal benefit) of 25.4% and 25.8%, respectively. The Company establishes a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

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As of September 30, 2025, the Company had a valuation allowance of $2.6 million on the deferred tax assets of American Coast Title Company and tax credits that have limited carryforward periods and may expire prior to the Company being able to utilize them. The Company did not establish a valuation allowance for remaining deferred tax assets as the Company believes it is more likely than not that the Company will realize the benefits of the deferred tax assets. The Company recognized a TRA liability of $97.6 million and $80.2 million as of September 30, 2025 and December 31, 2024, respectively, which represents the Company’s estimate of the aggregate amount that it will pay under the TRA. The liabilities under the TRA are to compensate the original owners for 85% of the value for the tax savings associated with the amortization of the tax basis step-up. Refer to Note 15 - Commitments and Contingencies, for further information on the TRA liability.

On July 4, 2025, the “One Big Beautiful Bill Act” (P.L. 119‑21) was enacted into law. The legislation reinstates and extends several provisions of the 2017 Tax Cuts and Jobs Act, including permanent 100% bonus depreciation, enhanced Section 179 expensing, full R&D expense deduction for domestic expenditures and modification to the international tax framework. We are currently assessing its impact on our consolidated financial statements.

NOTE 14 – RELATED PARTY TRANSACTIONS

In conjunction with its joint ventures, the Company entered into agreements to provide services to the joint ventures for which it receives and pays fees. Services for which the Company earns fees are comprised of loan processing and administrative services (legal, accounting, human resources, data processing and management information, assignment processing, post-closing, underwriting, facilities management, quality control, management consulting, risk management, promotions, public relations, advertising and compliance with credit agreements). The Company also originates eligible mortgage loans referred by its joint ventures for which the Company pays the joint ventures a broker fee.

Fees earned and costs incurred from joint ventures were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Loan processing and administrative services fee income	$	4,276	$	4,815	$	12,443	$	14,833
Loan origination broker fees expense	19,770		27,901		58,518		82,997

Net amounts payable to or receivable from joint ventures were as follows:


	September 30, 2025		December 31, 2024
Amounts payable to joint ventures	$	4,029	$	6,021

The Company has entered into a TRA with Parthenon Stockholders and certain Continuing LLC Members. There were no payments made during the nine months ended September 30, 2025 or September 30, 2024.

NOTE 15– COMMITMENTS AND CONTINGENCIES

Escrow Services

In conducting its operations, the Company, through its wholly-owned subsidiaries, LDSS and ACT, routinely hold customers' assets in escrow pending completion of real estate financing transactions. These amounts are maintained in segregated bank accounts and are offset with the related liabilities resulting in no amounts reported in the accompanying consolidated balance sheets.

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The balances held for the Company’s customers totaled $69.0 million and $17.5 million at September 30, 2025 and December 31, 2024, respectively.

Legal Proceedings

The Company is a defendant in, or a party to, legal actions related to matters that arise in connection with the conduct of the Company’s business. The Company operates in a highly regulated industry and is routinely subject to examinations, investigations, subpoenas, inquiries and reviews by various governmental and regulatory agencies. Based on the Company’s current understanding of pending legal and regulatory actions and proceedings, management does not believe that possible losses in excess of the amounts accrued arising from pending or threatened legal matters, individually or in the aggregate, will have a material adverse effect on the consolidated financial position, operating results or cash flows of the Company. However, unfavorable resolutions could differ materially from management’s expectations and could materially affect the Company’s consolidated financial position, results of operations or cash flows for the period in which they are resolved.

Cybersecurity Incident Class Action Litigation

The Company has been named as a defendant in 23 putative class action cases alleging harm from the Cybersecurity Incident and seeking various remedies, including monetary and injunctive relief. The cases have been consolidated into a single action, In re loanDepot Data Breach Litigation, pending in the Central District of California. On August 25, 2025, the court granted final approval of a settlement agreement between parties. We have received inquiries and requests from various states and other regulators, and we are cooperating with such inquiries and requests. The Company does not believe that the amount of loss in excess of the amounts accrued is reasonably estimable in this matter at this time.

Employment Litigation

On September 21, 2021, a former senior operations officer filed a complaint, as subsequently amended, with the Superior Court of the State of California, County of Orange. The complaint originally named the Company, an executive officer, and a former executive officer as defendants, and alleged loan origination noncompliance and various employment-related claims, including hostile work environment and gender discrimination. The claims against the two executive officers were dismissed by the court in 2021. Plaintiff's claims regarding improper origination of loan documents, gender discrimination and several other ancillary employment claims were dismissed as a result of several pre-trial motions filed on behalf of the Company. On February 7, 2025, a unanimous jury returned a verdict in favor of loanDepot regarding the remaining claims in the litigation. Plaintiff filed a notice of appeal of the jury verdict on April 15, 2025. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time.

Securities Class Action Litigation

Beginning in September 2021, two putative class action lawsuits were filed in the United States District Court for the Central District of California asserting claims under the U.S. securities laws against the Company, certain of its directors, and certain of its officers regarding certain disclosures made in connection with the Company’s IPO. The two actions were consolidated and a consolidated amended complaint was filed in June 2022, which, in addition to challenging disclosures made in connection with the IPO, alleges that certain disclosures made after the IPO were false and/or misleading. On June 26, 2023, the parties reached an agreement in principle to settle the action. On May 24, 2024, the Court granted final approval of the settlement and entered its final judgment dismissing the action. On June 18, 2024, one of the class members filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit from the district court’s order approving the settlement. On August 18, 2025, the Ninth Circuit affirmed the approval of the settlement.

Stockholder Derivative Litigation

Beginning in October 2021, four shareholder derivative complaints were filed in the United States District Court for the Central District of California against certain of the Company’s directors and officers, alleging, among things, that these defendants breached their fiduciary duties by causing the Company to make the disclosures being challenged in the putative securities class action described above and seeking unspecified monetary damages for the Company and that the Company make certain changes to its corporate governance. These derivative actions subsequently were consolidated into a single action (the “California Federal Action”). The California Federal Action currently is stayed. Beginning in March 2022, two substantially similar shareholder derivative complaints were filed in the United States District Court for the District of Delaware, and then were consolidated into a single action (the “Delaware Federal Action”).

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The Delaware Federal Action currently is stayed. Beginning in June 2023, three substantially similar shareholder derivative complaints were filed in the Delaware Court of Chancery. Two of the derivative actions were subsequently consolidated into a single action (the “Delaware Chancery Action”). The third action was voluntarily dismissed. On October 7, 2024, the parties of the above-referenced actions attended a global mediation where a settlement in principle was reached to resolve all of the actions, which included a set of governance reforms to be implemented by the Company. On September 26, 2025, final court approval of the settlement was granted for the California Federal Action, Delaware Federal Action and Delaware Chancery Action.

Telephone Consumer Protection Act Class Action

In June 2022, a putative class action lawsuit was filed against the Company, captioned Jeffrey Kearns v. loanDepot.com, LLC (“Kearns”), in the United States District Court for the Central District of California. The Second Amended Complaint (“SAC”) asserts claims under the Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”), alleging the Company sent prerecorded voice calls to cellular telephones without express written consent. The SAC seeks actual and statutory damages under the TCPA, injunctive relief, and attorneys’ fees and costs. On October 21, 2025, the court granted plaintiff’s motion for class certification. The Company believes it has substantial defenses to this lawsuit and it continues to vigorously defend against it. The Company does not believe that a loss is reasonably estimable in this matter at this time.

Truth in Lending Act Class Action

In July 2025, five loanDepot borrowers filed a putative class action lawsuit in the United States District Court for the District of Maryland. The lawsuit alleges that the Company violated the Truth in Lending Act (“TILA”) by requiring loan officers to transfer retail borrowers’ loans to Internal Loan Consultants in certain circumstances and reducing the compensation those loan officers received on those loans. After loanDepot filed a motion to dismiss on September 12, 2025, the plaintiffs filed a First Amended Complaint (“FAC”), which asserts the same TILA claim. The Company believes it has substantial defenses to this lawsuit, and it continues to vigorously defend against it. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time.

Antitrust Class Action

In October 2025, a group of borrowers, none of which have loans with loanDepot.com, LLC, filed a putative class action lawsuit in the United States District Court for the Middle District of Tennessee against mortgage technology software provider Optimal Blue and 29 lender-users of its software, including loanDepot.com, LLC. The lawsuit alleges that the defendants violated Section 1 of the Sherman Act by conspiring with each other to exchange competitively sensitive information through the use of such software, allegedly reducing competition and in turn increasing mortgage costs. The Company believes it has substantial defenses to this lawsuit and will vigorously defend against it. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time.

Commitments to Extend Credit

The Company enters into IRLCs with customers who have applied for residential mortgage loans and meet certain credit and underwriting criteria. These commitments expose the Company to market risk if interest rates change and the loan is not economically hedged or committed to an investor. The Company is also exposed to credit loss if the loan is originated and not sold to an investor and the customer does not perform. The collateral upon extension of credit typically consists of a first deed of trust in the mortgagor’s residential property. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon. Total commitments to originate loans as of September 30, 2025 and December 31, 2024 approximated $3.2 billion and $1.8 billion, respectively. These loan commitments are treated as derivatives and are carried at fair value, refer to Note 6 - Derivative Financial Instruments and Hedging Activities for further information on derivatives.

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Loan Loss Obligation for Sold Loans

When the Company sells mortgage loans, it makes customary representations and warranties to the purchasers about various characteristics of each loan such as the origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law. The Company establishes a loan repurchase reserve for losses associated with repurchase loan obligations if the Company breached a representation or warranty given to the loan purchaser. Additionally, the Company’s loan loss obligation for sold loans includes an estimate for losses associated with early payoffs and early payment defaults. Charge-offs associated with early payoffs, early payment defaults and losses related to representations, warranties, and other provisions are also included.

The activity related to the loan loss obligation for sold loans is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance at beginning of period	$	17,386	$	20,790	$	18,417	$	31,980
Provision (recovery) for loan loss obligations	2,482		(3,107)		6,359		(12,280)
Charge-offs	(3,150)		(2,507)		(8,058)		(4,524)
Balance at end of period	$	16,718	$	15,176	$	16,718	$	15,176

Obligation for Sold MSRs

The Company recognizes sales of mortgage servicing rights as sales if title passes, if substantially all risks and rewards of ownership have irrevocably passed to the purchaser, and any protection provisions retained by the Company are minor and can be reasonably estimated. If a sale is recognized and only minor protection provisions exist, a liability for the estimated obligation associated with those provisions is recorded in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet. The Company establishes a reserve related to the reimbursement of the purchase price for any loans that are prepaid in full within 90 days of the MSR sale transaction. The obligation for sold MSRs was $0.6 million and $2.9 million as of September 30, 2025 and December 31, 2024, respectively.

TRA Liability

The Company recognized a TRA liability of $97.6 million and $80.2 million as of September 30, 2025 and December 31, 2024, respectively, which represents the Company’s estimate of the aggregate amount that it will pay under the TRA as a result of the offering transaction. The amounts payable under the TRA will vary depending on a number of factors, such as the amount and timing of taxable income attributable to loanDepot, Inc. Refer to Note 14 - Related Party Transactions for further detail on the payments.

NOTE 16 – REGULATORY CAPITAL AND LIQUIDITY REQUIREMENTS

The Company is subject to financial eligibility requirements including minimum capital and liquidity requirements established by HUD, FHFA for Fannie Mae and Freddie Mac seller/servicers, and Ginnie Mae for single family issuers. Failure to maintain minimum capital and liquidity requirements can result in FHFA and Ginnie Mae taking various remedial actions up to and including removing the Company's ability to sell loans to, or securitize loans with, and service loans on behalf of FHFA and Ginnie Mae. The most restrictive of the minimum net worth and capital requirements require the Company to maintain a minimum adjusted net worth balance of $340.1 million as of September 30, 2025. As of September 30, 2025, the Company was in compliance with its regulatory capital and liquidity requirements.

NOTE 17 - SEGMENT REPORTING

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The Company’s organizational structure is currently comprised of one operating segment. This determination is based on the organizational structure which reflects how the chief operating decision maker evaluates the performance of the business. The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM evaluates the performance of the business based on the measurement of consolidated net income (loss). The CODM uses this consolidated measure to allocate resources, assess the performance of the business and for making key operating decisions such as, but not limited to, approving operating budgets and forecasts, entering into significant contracts, hiring of key management or executive personnel, making significant capital investment decisions and/or implementing company-wide strategy.

As the Company operates as one operating segment, financial data provided in the consolidated financial statements, including total net revenues of $323.3 million, consolidated net loss of $8.7 million, and total assets of $6.2 billion, represent the performance of our single reportable segment. The consolidated statements of operations reflect the same level of significant expense categories regularly provided to the CODM for decision-making purposes. General and administrative expense reported in the consolidated statements of operations includes office and equipment expense, professional fees such as legal, compliance, consulting, and expenses for audit and tax services, data processing, telecommunications, travel and entertainment and other general expenses.

For the three and nine months ended September 30, 2025, there was no change in segmentation or measurement methods for segment reporting.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides an analysis of the Company's financial condition, cash flows, and results of operations from management's perspective and should be read in conjunction with our consolidated financial statements and the accompanying notes included under Part I. Item 1 of this report. The results of operations described below are not necessarily indicative of the results to be expected for any future periods. This discussion includes forward-looking information that involves risks and assumptions which could cause actual results to differ materially from management’s expectations. See our cautionary language at the beginning of this report under “Special Note Regarding Forward-Looking Statements” and for a more complete discussion of the factors that could affect our future results refer to Part I, Item 1A "Risk Factors" and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K and elsewhere in our filings with the SEC. Capitalized terms used but not otherwise defined herein have the meanings set forth in our Form 10-K.

Overview

We are a customer-centric, technology-empowered residential mortgage platform. Our goal is to be the lender of choice for consumers and the employer of choice by being a company that operates on sound principles of exceptional value, ethics, and transparency. Since our inception we have significantly expanded our origination platform as well as developed an in-house servicing platform. Our primary sources of revenue are derived from the origination of conventional and government mortgage loans, servicing conventional and government mortgage loans, and providing ancillary services.

Key Factors Influencing Our Results of Operations

The residential real estate market and associated mortgage loan origination volumes are influenced by economic factors such as interest rates, housing prices, and unemployment rates. Purchase mortgage loan origination volume can be subject to seasonal trends as home sales typically rise during the spring and summer seasons and decline in the fall and winter seasons. This is somewhat offset by purchase loan originations sourced from our joint ventures which typically experience their highest level of activity during November and December as home builders focus on completing and selling homes prior to year-end. Seasonality has less of an impact on mortgage loan refinancing volumes, which are primarily driven by fluctuations in mortgage loan interest rates.

Increases in interest rates may affect affordability and the ability for potential home buyers to qualify for a mortgage loan. As interest rates increase, rate and term refinancings become less attractive to consumers. However, rising interest rates during periods of inflationary pressures can make real assets, including real estate, an attractive investment. Demand for real estate may result in ongoing support for purchase mortgages and home price appreciation creating borrower equity that could result in opportunities for cash-out refinancings or home equity lines of credit.

Our mortgage loan refinancing volumes (and to a lesser degree, our purchase volumes), balance sheet, and results of operations are influenced by changes in interest rates and how we effectively manage the related interest rate risk. The majority of our assets are subject to interest rate risk, including LHFS, LHFI, IRLCs, trading securities, servicing rights, forward sales contracts, interest rate swap futures and put options. We refer to such forward sales contracts, interest rate swap futures and put options collectively as “Hedging Instruments.” As interest rates increase, our LHFS, LHFI and IRLCs generally decrease in value while our Hedging Instruments utilized to hedge against interest rate risk typically increase in value. Rising interest rates cause our expected mortgage loan servicing revenues to increase due to a decline in mortgage loan prepayments which extends the average life of our servicing portfolio and increases the value of our servicing rights. Conversely, as interest rates decrease, our LHFS, LHFI and IRLCs generally increase in value while our Hedging Instruments decrease in value. In a declining interest rate environment, borrowers tend to refinance their mortgage loans, which increases prepayment speeds and causes expected mortgage loan servicing revenues to decrease. This reduces the average life of our servicing portfolio and decreases the value of our servicing rights. Changes in fair value of our servicing rights are recorded as unrealized gains and losses in change in fair value of servicing rights, net, in our consolidated statements of operations. Beginning in early 2022, long-term interest rates began a period of sustained increases through late 2024 when the Federal Reserve first lowered interest rates by 100 basis points. In September 2025, rates were again reduced by 25 basis points, although long-term interest rates, which fixed rate mortgages are linked with, have not materially decreased. In addition, continued uncertainty surrounding the impact of recent and potential governmental actions, such as tariffs, trade regulations, reductions of governmental employees and governmental spending, government shutdown, tax reform, and actions taken to address the debt ceiling, may cause long-term interest rates and mortgage rates to remain elevated or slow to adjust to rate changes, adversely impacting consumer sentiment and spending, which may lead to reduced demand for real estate, or have other negative impacts on the mortgage and real estate markets.

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Sustained elevated mortgage interest rates adversely impacted mortgage loan origination volumes, reducing demand for refinance mortgages and impacting affordability and qualification for homebuyers as well as due to a large number of existing homeowners benefiting from low-interest rates, adversely impacting purchase transaction supply.

Vision 2025, launched in July of 2022, was a critical factor in our successful navigation of unprecedented and challenging market conditions. We successfully completed our Vision 2025 strategic plan in 2024. Our current strategy builds on the pillars of Vision 2025 by focusing on our goal of becoming the lifetime lending partner of choice for homeowners, growing our mortgage reach and capabilities, growing our servicing portfolio over the long-term, and investing in low touch, data-driven mortgage processing workflow to drive operating leverage. During 2025, despite continued market challenges, we believe that the implementation of these initiatives will allow us to capture responsible, profitable market share growth while we continue to capitalize on our ongoing investments in technology driven operational efficiencies to achieve sustainable profitability in a wide variety of operating environments.

Key Performance Indicators

We manage and assess the performance of our business by evaluating a variety of metrics. Selected key performance metrics include loan originations and sales and servicing metrics.

Loan Origination and Sales

Loan originations and sales by volume and units are a measure of how successful we are at growing sales of mortgage loan products and a metric used by management in an attempt to isolate how effectively we are performing. We believe that originations and sales are an indicator of our market penetration in mortgage loans and that this provides useful information because it allows investors to better assess the strength of our core business. Loan originations and sales include brokered loan originations not funded by us. We enter into IRLCs to originate loans, at specified interest rates, with customers who have applied for a mortgage and meet certain credit and underwriting criteria. We believe the volume of our IRLCs is another measure of our overall market share.

Gain on sale margin represents the total of (i) gain on origination and sale of loans, net, and (ii) origination income, net, divided by loan origination volume during period.

Pull-through weighted gain on sale margin represents the total of (i) gain on origination and sale of loans, net, and (ii) origination income, net, divided by the pull-through weighted rate lock volume. Pull-through weighted rate lock volume is the principal balance of loans subject to interest rate lock commitments, net of a pull-through factor for the loan funding probability.

Servicing Metrics

Servicing metrics include the unpaid principal balance of our servicing portfolio and servicing portfolio units, which represent the number of mortgage loan customers we service. We believe that the net additions to our portfolio and number of units are indicators of the growth of our mortgage loans serviced and our servicing income, but may be offset by sales of servicing rights.

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	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2025			2024			2025			2024
IRLCs	$	9,463,052		$	9,792,423		$	25,661,739		$	24,893,023
IRLCs (units)	34,790			33,724			95,298			83,060
Pull-through weighted lock volume	$	6,970,592		$	6,748,057		$	18,737,337		$	17,262,202
Pull-through weighted gain on sale margin	3.39		%	3.29		%	3.41		%	3.12		%
Loan originations by purpose:
Purchase	$	3,949,864		$	4,378,575		$	11,277,549		$	12,057,993
Refinance	2,584,110			2,280,754			7,164,882			5,250,321
Total loan originations	$	6,533,974		$	6,659,329		$	18,442,431		$	17,308,314
Loan originations (units)	24,767			23,489			69,010			59,533
Gain on sale margin	3.61		%	3.33		%	3.46		%	3.11		%
Licensed loan officers	1,574			1,669			1,574			1,669
Loans sold:
Servicing retained	$	4,168,356		$	3,818,375		$	11,918,712		$	10,816,315
Servicing released	2,488,073			2,487,589			6,847,994			5,833,916
Total loans sold(1)	$	6,656,429		$	6,305,964		$	18,766,706		$	16,650,231
Loans sold (units)	25,407			22,026			70,467			57,694
Servicing metrics
Total servicing portfolio (unpaid principal balance)	$	118,228,146		$	114,915,206		$	118,228,146		$	114,915,206
Total servicing portfolio (units)	440,358			409,344			440,358			409,344
60+ days delinquent ($)(2)	$	1,715,453		$	1,654,955		$	1,715,453		$	1,654,955
60+ days delinquent (%)	1.45		%	1.44		%	1.45		%	1.44		%
Servicing rights at fair value, net(3)	$	1,618,259		$	1,526,013		$	1,618,259		$	1,526,013
Weighted average servicing fee (4)	0.30		%	0.30		%	0.30		%	0.30		%
Multiple(4) (5)	4.8			4.7			4.8			4.7

(1)Original principal balance.

(2)The UPB of loans that are 60 or more days past due as of the dates presented, according to the contractual due date, or are in foreclosure.

(3)Amount represents the fair value of servicing rights, net of servicing liabilities, which are included in accounts payable, accrued expenses, and other liabilities in the consolidated balance sheets.

(4)Excludes other Non-Agency.

(5)Amounts represent the fair value of servicing rights, net, divided by the weighted average annualized servicing fee.

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Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following table sets forth our consolidated financial statement data for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.


	Three Months Ended September 30,				Change $	Change %
(Dollars in thousands)	2025		2024
	(Unaudited)



REVENUES:


Net interest income (expense)	$	3,059	$	(815)			$	3,874	475.3	%
Gain on origination and sale of loans, net	201,304		198,027				3,277		1.7
Origination income, net	34,750		23,675				11,075		46.8
Servicing fee income	111,783		124,133				(12,350)		(9.9)
Change in fair value of servicing rights, net	(46,198)		(56,563)				10,365		18.3
Other income	18,626		26,141				(7,515)		(28.7)
Total net revenues	323,324		314,598				8,726		2.8


EXPENSES:
Personnel expense	161,150		161,330				(180)		(0.1)
Marketing and advertising expense	37,700		36,282				1,418		3.9
Direct origination expense	21,965		23,120				(1,155)		(5.0)
General and administrative expense	45,352		22,984				22,368		97.3
Occupancy expense	4,287		4,800				(513)		(10.7)
Depreciation and amortization	6,729		8,931				(2,202)		(24.7)
Servicing expense	12,138		8,427				3,711		44.0



Other interest expense	44,292		45,129				(837)		(1.9)

Total expenses	333,613		311,003				22,610		7.3

(Loss) income before income taxes	(10,289)		3,595				(13,884)		(386.2)

Income tax (benefit) expense	(1,555)		923				(2,478)		(268.5)

Net (loss) income	(8,734)		2,672				(11,406)		(426.9)

Net (loss) income attributable to noncontrolling interests	(3,852)		1,303				(5,155)		(395.6)

Net (loss) income attributable to loanDepot, Inc.	$	(4,882)	$	1,369			$	(6,251)	(456.6)	%

The $11.4 million variance from net income to net loss was primarily due to a $22.6 million increase in total expenses, offset by a $8.7 million increase in total net revenues. The increase in total expenses was driven by an increase in general and administrative expense primarily due to the $20.0 million insurance claim recovery related to the Cybersecurity Incident in the prior year. The increase in total revenues was primarily due to an increase in origination fee income and higher gain on sale margins and a decreased loss from change in fair value of servicing rights, net, partially offset by a decrease in servicing fee income.

Revenues

Net Interest Income. Net interest income primarily represents income earned on LHFS offset by interest expenses on amounts borrowed under warehouse and other lines of credit to finance these loans until sold. Our LHFS are generally tied to longer-term interest rates while our warehouse lines of credit are tied to short-term interest rates. Therefore, our net interest income is impacted by the term structure of market interest rates. The increase in net interest income was due to a $126.9 million increase in the average balance of LHFS, and a decrease in cost of funds on warehouse lines as short-term interest rates declined, offset by lower yields on LHFS and $92.3 million increase in average balance of warehouse lines.

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Gain on Origination and Sale of Loans, Net. Gain on origination and sale of loans, net, was comprised of the following components:



	Three Months Ended September 30,				Change $		Change %
(Dollars in thousands)	2025		2024
Premium from loan sales	$	61,217	$	81,081	$	(19,864)	(24.5)	%
Fair value of servicing rights additions	69,163		62,039		7,124		11.5
Fair value gains on IRLC and LHFS	201		39,383		(39,182)		(99.5)
Fair value losses from Hedging Instruments	(24,544)		(73,699)		49,155		66.7

Discount points, rebates and lender paid costs	97,749		86,116		11,633		13.5

(Provision) recovery loan loss obligation for loans sold	(2,482)		3,107		(5,589)		(179.9)
Total gain on origination and sale of loans, net	$	201,304	$	198,027	$	3,277	1.7	%

The $3.3 million or 1.7% increase in gain on origination and sale of loans, net was primarily driven by a 3.3% increase in pull-through weighted interest rate lock volumes and an increase of 10 basis points in gain on sale margin.

Origination Income, Net. Origination income, net, reflects the fees that we earn, net of lender credits we pay, from originating loans. Origination income includes loan origination fees, processing fees, underwriting fees, and other fees collected from the borrower at the time of funding. Lender credits typically include rebates or concessions to borrowers for certain loan origination costs. The $11.1 million, or 46.8%, increase in origination income, net, was the result of origination fees from higher loan originations in our consumer direct and retail channels and reduced JV originations driving higher origination fees and gain on sale margins.

Servicing Fee Income. Servicing fee income reflects contractual servicing fees and ancillary and other fees (including late charges) related to the servicing of mortgage loans. The decrease of $12.4 million or 9.9% reflects a decrease in servicing fee collections due to a decrease of $3.3 billion in the average UPB of our servicing portfolio as the result of bulk sales completed in the prior year.

Change in Fair Value of Servicing Rights, Net. Change in fair value of servicing rights, net includes (i) fair value gains or losses net of Hedging Instrument gains or losses; (ii) collection/realization of cash flows, which includes principal amortization and prepayments; and (iii) realized gains or losses on the sales of servicing rights. The increase of $10.4 million or 18.3% reflects an increased gain of $13.1 million in fair value, net of hedge, offset by a $2.7 million increase in fallout and decay.

Other Income. Other income includes our pro rata share of net earnings from joint ventures, fee income from title, escrow and settlement services for mortgage loan transactions performed by LDSS, interest income and fair value gains or losses in our trading securities, interest on cash deposits and interest income and fair value gains or losses from loans held for investment. The decrease of $7.5 million, or 28.7%, is primarily related to a $3.3 million decrease in fair value gains on trading securities, a $2.8 million decrease in income from joint ventures, and a $1.7 million decrease in other income primarily related to bank interest income, offset by a $1.0 million increase in title and escrow income.

Expenses

General and Administrative Expense. General and administrative expense includes professional fees, data processing expense, communications expense, and other operating expenses. The $22.4 million or 97.3% increase in general and administrative expense is primarily due to a $20.0 million insurance claim receivable related to the Cybersecurity Incident recorded in the prior year.

Depreciation and Amortization. The $2.2 million or 24.7% decrease in depreciation and amortization is primarily related to a $1.6 million decrease in software development amortization and a $277 thousand decrease in leasehold improvement amortization.

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Servicing Expense. The $3.7 million or 44.0% increase in servicing expense reflects an increase in claims and REO losses, and loss mitigation expense associated with an increase in delinquencies and average age of loan serviced, and an increase in our servicing portfolio.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024


	Nine Months Ended September 30,				Change $	Change %
(Dollars in thousands)	2025		2024
	(Unaudited)
REVENUES:


Net interest income (expense)	$	8,017	$	(2,187)			$	10,204	466.6	%
Gain on origination and sale of loans, net	542,490		481,007				61,483		12.8
Origination income, net	95,539		56,775				38,764		68.3
Servicing fee income	324,270		373,273				(49,003)		(13.1)
Change in fair value of servicing rights, net	(139,677)		(162,619)				22,942		14.1
Other income	48,843		56,523				(7,680)		(13.6)
Total net revenues	879,482		802,772				76,710		9.6


EXPENSES:
Personnel expense	465,427		436,683				28,744		6.6
Marketing and advertising expense	113,828		95,811				18,017		18.8
Direct origination expense	64,375		62,841				1,534		2.4
General and administrative expense	129,214		153,889				(24,675)		(16.0)
Occupancy expense	12,715		15,113				(2,398)		(15.9)
Depreciation and amortization	20,774		27,329				(6,555)		(24.0)
Servicing expense	30,321		25,155				5,166		20.5
Other interest expense	131,555		144,676				(13,121)		(9.1)

Total expenses	968,209		961,497				6,712		0.7
Loss before income taxes	(88,727)		(158,725)				69,998		44.1

Income tax benefit	(14,023)		(24,040)				10,017		41.7

Net loss	(74,704)		(134,685)				59,981		44.5

Net loss attributable to noncontrolling interests	(34,538)		(69,588)				35,050		50.4

Net loss attributable to loanDepot, Inc.	$	(40,166)	$	(65,097)			$	24,931	38.3	%

The decrease of $60.0 million, or 44.5% in net loss was due to an $76.7 million increase in total net revenues, partially offset by a $6.7 million increase in total expenses. The increase in total revenues was primarily due to an increase in gain on origination and sale of loans, net and origination fee income from higher loan origination volume and higher gain on sale margin, offset by a decrease in servicing fee income due to a decrease in average servicing portfolio balance. The increase in total expenses was driven by an increase in personnel expense and marketing and advertising expense, partially offset by a decrease in general and administrative expense and other interest expense.

Revenues

Net Interest Income. The increase in net interest income was driven by a $272.7 million increase in average balance of LHFS and lower cost of funds on warehouse lines as short-term interest rates were lower during the nine months ended September 30, 2025, offset by an increase in loans financed on warehouse lines resulting in a $253.5 million increase in the average balance of warehouse lines and lower yield on LHFS.

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Gain on Origination and Sale of Loans, Net. Gain on origination and sale of loans, net was comprised of the following components:



	Nine Months Ended September 30,				Change $		Change %
(Dollars in thousands)	2025		2024
Premium from loan sales	$	79,415	$	100,406	$	(20,991)	(20.9)	%
Fair value of servicing rights additions	188,789		176,529		12,260		6.9
Fair value gains on IRLC and LHFS	58,451		36,899		21,552		58.4
Fair value losses from Hedging Instruments	(55,355)		(65,218)		9,863		15.1

Discount points, rebates and lender paid costs	277,547		220,111		57,436		26.1

(Provision) recovery loan loss obligation for loans sold	(6,357)		12,280		(18,637)		(151.8)
Total gain on origination and sale of loans, net	$	542,490	$	481,007	$	61,483	12.8	%

The $61.5 million or 12.8% increase in gain on origination and sale of loans, net was primarily driven by higher loan origination volumes and gain on sale margins, partially offset by a provision for loan loss obligation for loans sold due to higher sales volume compared to a recovery for loan loss obligations in the prior year due to an adjustment to our reserve as the result of improved credit performance and reduced exposure as our peak production years met required payment histories.

Origination Income, Net. The $38.8 million or 68.3% increase in origination income, net, was primarily the result of an increase in consumer direct and retail volumes and a decrease in JV volumes driving higher origination fees and gain on sale margins.

Servicing Fee Income. The $49.0 million or 13.1% decrease was the result of a decrease in servicing fee collections and reduced ancillary income due to a decrease of $13.3 billion average UPB of our servicing portfolio from bulk sales completed in the prior year.

Change in Fair Value of Servicing Rights, Net. The increase of $22.9 million or 14.1% reflects an increased gain of $19.5 million in fair value, net of hedge and a $6.8 million decrease in provision and broker fees related to bulk sales in 2024, partially offset by a $3.4 million increase in fallout and decay.

Expenses

Personnel Expense. The increase of $28.7 million or 6.6% is primarily due to a $19.8 million volume-related increase in commissions, a $17.1 million increase in salaries and benefits, and a $3.7 million increase in severance offset by a $11.9 million reduction in equity compensation expense primarily due to forfeitures. As of September 30, 2025, we had 4,553 employees compared to 4,615 employees as of September 30, 2024.

Marketing and Advertising Expense. The increase of $18.0 million or 18.8% primarily reflects an increase in aggregate lead generation and direct mail marketing.

General and Administrative Expense. The $24.7 million or 16.0% decrease in general and administrative expense included a $15.6 million decrease in costs related to the Cybersecurity Incident in the prior year, a $12.6 million decrease in professional and consulting services primarily legal fees, and a $4.0 million increase in loss contingency expense.

Depreciation and amortization. The $6.6 million or 24.0% decrease in depreciation and amortization is primarily related to a $4.2 million decrease in software development amortization and a $1.2 million reduction in computer equipment depreciation.

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Other Interest Expense. The $13.1 million or 9.1% decrease in other interest expense was the result of a $14.4 million decrease in MSR interest expense related to reduced draws as a result of bulk sales completed in 2024 and a $5.7 million loss on debt extinguishment in the prior period related to the June 2024 debt exchange, partially offset by a $6.8 million increase primarily due to discount amortization related to the 2027 Senior Notes and 2024-SD1 securitization.

Servicing Expense. The $5.2 million or 20.5% increase in servicing expense reflects an increase in default and loss mitigation expense associated with an increase in delinquencies and average age of loans serviced, and an increase in our servicing portfolio.

Balance Sheet Highlights

September 30, 2025 Compared to December 31, 2024

The following table sets forth our consolidated balance sheets as of the dates indicated:


(Dollars in thousands)	September 30, 2025		December 31, 2024		Change $		Change %
	(Unaudited)
ASSETS
Cash and cash equivalents	$	459,161	$	421,576	$	37,585	8.9	%
Restricted cash	66,711		105,645		(38,934)		(36.9)

Loans held for sale, at fair value	2,606,361		2,603,735		2,626		0.1
Loans held for investment, at fair value	111,341		116,627		(5,286)		(4.5)
Derivative assets, at fair value	54,582		44,389		10,193		23.0
Servicing rights, at fair value	1,637,930		1,633,661		4,269		0.3
Trading securities, at fair value	85,980		87,466		(1,486)		(1.7)
Property and equipment, net	58,037		61,079		(3,042)		(5.0)
Operating lease right-of-use assets	24,679		20,432		4,247		20.8
Loans eligible for repurchase	916,911		995,398		(78,487)		(7.9)
Investments in joint ventures	18,270		18,113		157		0.9
Other assets	205,022		235,907		(30,885)		(13.1)



Total assets	$	6,244,985	$	6,344,028	$	(99,043)	(1.6)	%

LIABILITIES & EQUITY
Warehouse and other lines of credit	$	2,382,706	$	2,377,127	$	5,579	0.2	%
Accounts payable, accrued expenses and other liabilities	373,627		379,439		(5,812)		(1.5)
Derivative liabilities, at fair value	12,085		25,060		(12,975)		(51.8)
Liability for loans eligible for repurchase	916,911		995,398		(78,487)		(7.9)
Operating lease liability	35,476		33,190		2,286		6.9
Debt obligations, net	2,090,870		2,027,203		63,667		3.1
Total liabilities	5,811,675		5,837,417		(25,742)		(0.4)
Total equity	433,310		506,611		(73,301)		(14.5)
Total liabilities and equity	$	6,244,985	$	6,344,028	$	(99,043)	(1.6)	%

Cash and Cash Equivalents. The $37.6 million or 8.9% increase in cash and cash equivalents relates to an increase in debt obligations and a decrease in restricted cash, offset by net losses and repurchased loans.

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Restricted Cash. Restricted cash was $66.7 million as of September 30, 2025 compared to $105.6 million as of December 31, 2024 representing a decrease of $38.9 million or 36.9%. The decrease was primarily the result of decreases in cash collateral associated with derivative activities and debt obligations.

Derivative Assets, at Fair Value. The $10.2 million, or 23.0% increase reflects a $23.0 million increase in IRLCs from higher notional balances, offset by a $12.8 million decrease in Hedging Instruments.

Loans Eligible for Repurchase. Loans eligible for repurchase were $916.9 million as of September 30, 2025, as compared to $995.4 million as of December 31, 2024, representing a decrease of $78.5 million or 7.9%. The decrease between periods was driven by repurchased loans, partially offset by an increase in Ginnie Mae serviced loans that were 90 days or more delinquent at September 30, 2025.

Debt Obligations, net. The increase of $63.7 million, or 3.1%, is due to a net increase of $82.2 million in MSR debt resulting from the issuance of Term Notes as MSR lines decreased, and funds were used to pay down $19.1 million in servicing advance facilities.

Equity. Total equity was $433.3 million and $506.6 million as of September 30, 2025 and December 31, 2024, respectively. The decrease was primarily attributed to a net loss of $74.7 million, the repurchase of treasury shares at cost of $8.6 million to net settle and withhold tax on vested RSUs and exercised options, and distributions for taxes on behalf of shareholders of $2.6 million, partially offset by stock-based compensation of $7.1 million and increase of $5.7 million related to the issuance of common stock through the exercise of stock options.

Liquidity and Capital Resources

Liquidity

Our liquidity reflects our ability to meet current potential cash requirements. We forecast the need to have adequate liquid funds available to operate and grow our business. As of September 30, 2025, unrestricted cash and cash equivalents were $459.2 million and committed and uncommitted available capacity under our warehouse and other lines of credit was $1.8 billion.

Our primary sources of liquidity have been as follows: (i) funds obtained from our warehouse and other lines of credit; (ii) proceeds from debt obligations; (iii) proceeds received from the sale and securitization of loans; (iv) proceeds from the sale of servicing rights; (v) loan fees from the origination of loans; (vi) servicing fees; (vii) title and escrow fees from settlement services; (viii) real estate referral fees; and (ix) interest income from LHFS.

Our primary uses of funds for liquidity have included the following: (i) funding mortgage loans; (ii) funding loan origination costs; (iii) payment of warehouse line haircuts required at loan origination; (iv) payment of interest expense on warehouse and other lines of credit; (v) payment of interest expense under debt obligations; (vi) payment of operating expenses; (vii) repayment of warehouse and other lines of credit; (viii) repayment of debt obligations; (ix) funding of servicing advances; (x) margin calls on warehouse and other lines of credit or Hedging Instruments; (xi) repurchases of loans under representation and warranty breaches; and (xii) costs relating to servicing.

At this time, we currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to maintain our current loan operations, originations and capital commitments for the next twelve months. However, we will continue to review our liquidity needs in light of current and anticipated mortgage market conditions and we are taking various steps to align our cost structure with current and expected mortgage origination volumes.

Financial Covenants

Our lenders require us to comply with various financial covenants including tangible net worth, liquidity, leverage ratios and profitability. As of September 30, 2025, we were in full compliance with all financial covenants. Although these financial covenants limit the amount of indebtedness that we may incur and affect our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to operate our business and obtain the financing necessary to achieve that purpose.

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Seller/Servicer Financial Requirements

As a seller and servicer, we are subject to minimum net worth, liquidity, and other financial requirements. In 2022, both FHFA and Ginnie Mae revised these requirements. Effective from September 30, 2023, minimum net worth requirements for FHFA and Ginnie Mae include a base of $2.5 million plus percentages of the seller/servicer’s residential first lien mortgage servicing UPB serviced for each agency and a percentage of other non-agencies servicing UPB. Base liquidity for the agencies depends on the remittance type and includes specific percentages of the seller/servicer's residential first lien mortgage servicing UPB for each agency, along with a percentage for other non-agencies servicing UPB. Large non-depositories require a liquidity buffer based on UPB for FHFA and Ginnie Mae. The capital ratio for FHFA and Ginnie Mae requires tangible net worth/total assets to be equal to or greater than 6% for both agencies. Effective from December 31, 2023, revised FHFA and Ginnie Mae seller-servicer minimum financial eligibility requirements include origination liquidity and third-party ratings. FHFA also requires an annual capital and liquidity plan effective March 31, 2024 and Ginnie Mae has implemented a risk-based capital requirement effective December 31, 2024. As of September 30, 2025, we were in compliance with these financial requirements.

Warehouse and Other Lines of Credit

We primarily finance mortgage loans through borrowings under our warehouse and other lines of credit. Under these facilities, we transfer specific loans to our counterparties and receive funds from them. Simultaneously, there is an agreement in place where the counterparties commit to transferring the loans back to us, either at the date the loans are sold or upon our request, and we provide the funds in return. We do not recognize these transfers as sales for accounting purposes. During the three months ended September 30, 2025, our loans remained on warehouse lines for an average of 18 days. Our warehouse facilities are generally short-term borrowings with original maturities of one year and our securitization facility is a two year term. We utilize both committed and uncommitted loan funding facilities and we evaluate our needs under these facilities based on forecasted volume of loan originations and sales. Our liquidity could be affected as lenders may reassess their exposure to the mortgage origination industry and potentially limit access to uncommitted mortgage warehouse financing or increase associated costs. Moreover, there may be reduced demand from investors to acquire our mortgage loans in the secondary market, further impacting our liquidity. Approximately 62% of the mortgage loans that we originated during the nine months ended September 30, 2025 were sold in the secondary mortgage market either directly to Fannie Mae and Freddie Mac or securitized into MBS guaranteed by Ginnie Mae. We also sell loans to many private investors.

As of September 30, 2025, we maintained revolving lines of credit with eleven counterparties providing warehouse and securitization facilities with borrowing capacity totaling $4.2 billion of which $1.3 billion was committed. Our $4.2 billion of capacity as of September 30, 2025 was comprised of $3.9 billion with staggered maturities within one year and a $300.0 million securitization facility that matures in April 2028. As of September 30, 2025, we had $2.4 billion of borrowings outstanding and $1.8 billion of additional availability under our facilities. Warehouse and other lines of credit are further discussed in Note 9- Warehouse and Other Lines of Credit of the Notes to Consolidated Financial Statements contained in Item 1.

When we draw on our warehouse and securitization facilities we must pledge eligible loan collateral. Our warehouse line providers require us to make a capital investment, or “haircut” upon financing the loan, which is generally based on product types and the market value of the loans. The haircuts are normally recovered from sales proceeds. As of September 30, 2025, we had a total of $7.8 million in restricted cash posted as collateral with our warehouse and securitization facilities, of which $3.3 million was the minimum requirement.

Debt Obligations

MSR facilities and Term Notes provide financing for our servicing portfolio investments. As of September 30, 2025, MSR facilities secured by Fannie Mae and Freddie Mac MSRs had an outstanding balance of $610.9 million, secured by MSRs totaling $893.2 million. As of September 30, 2025, our Ginnie Mae MSR facility had an outstanding balance of $86.9 million in variable funding notes and $346.7 million in Term Notes, secured by Ginnie Mae MSRs totaling $647.1 million.

Securities financing facilities provide financing for the retained interest securities associated with our securitizations. As of September 30, 2025 there were outstanding securities financing facilities of $80.0 million, secured by trading securities with a fair value of $86.0 million.

Servicing advance facilities provide financing for our servicing agreements. As servicer, we are required to fulfill contractual obligations such as principal and interest payments for certain investor as well as taxes, insurance, foreclosure costs, and other necessities to preserve the serviced assets.

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For GSE-backed mortgages, this obligation extends up to four months, and for other government agency-backed mortgages, it may extend even longer, especially for clients under forbearance plans. The size of servicing advance balances is influenced by delinquency rates and prepayment speeds. As of September 30, 2025 the outstanding balance on our servicing advance facilities was $53.5 million secured by servicing advance receivables totaling $71.7 million.

Other secured financings as of September 30, 2025 consisted of securitization debt of $89.8 million, net of $5.7 million in discount and $0.9 million in deferred financing costs and related to the securitization of a pool of residential mortgage loans held by a VIE. Consolidated VIEs are further discussed in Note 8 - Variable Interest Entities of the Notes to Consolidated Financial Statements contained in Item 1.

Unsecured debt obligations as of September 30, 2025 consisted of Senior Notes totaling $823.0 million net of $6.9 million of deferred financing costs and a discount of $29.9 million. In November 2025, the remaining $19.8 million of 2025 Senior Notes was redeemed. Periodically, and in accordance with applicable laws, and regulations, we may take actions to reduce or repurchase our debt. These actions can include redemptions, tender offers, cash purchases, prepayments, refinancing, exchange offers, open market or privately-negotiated transactions. The decision on amount of debt to be reduced or repurchased depends on several factors, including market conditions, trading levels of our debt, our cash positions, compliance with debt covenants, and other relevant considerations. Debt obligations are further discussed in Note 10- Debt Obligations of the Notes to Consolidated Financial Statements contained in Item 1.

Dividends and Distributions

As part of our balance sheet and capital management strategies, we suspended our regular quarterly dividend effective March 31, 2022 and for the foreseeable future.

Cash dividends are subject to the discretion of our board of directors and our compliance with applicable law, and depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, including the satisfaction of our obligations under the TRA, restrictions in our debt agreements, business prospects and other factors that our board of directors may deem relevant. Our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization or agreements of our subsidiaries, including agreements governing our indebtedness. Future agreements may also limit our ability to pay dividends.

Contractual Obligations and Commitments

Our estimated contractual obligations as of September 30, 2025 are as follows:


	Payments Due by Period
(Dollars in thousands)	Total		Less than 1 Year		1-3 years		3-5 Years		More than 5 Years
Warehouse and other lines of credit	$	2,382,706	$	2,082,706	$	300,000	$	—	$	—
Debt obligations (1)
Secured credit facilities	835,491		515,991		319,500		—		—
Term Notes	350,000		—		—		350,000		—
Senior Notes	859,816		19,795		840,021		—		—
Other secured financings(2)	96,447		—		—		—		96,447
Operating lease obligations (3)	41,360		14,000		20,754		4,489		2,117
Naming and promotional rights agreements	34,996		9,496		12,000		12,000		1,500
Total contractual obligations	$	4,600,816	$	2,641,988	$	1,492,275	$	366,489	$	100,064

(1) Amounts exclude deferred financing costs.

(2) The stated final maturity date is April 25, 2054. The Company, as the issuer, has the option to redeem the notes on or subsequent to the optional redemption date of April 25, 2026, but it is not required.

(3) Represents lease obligations for office space under non-cancelable operating lease agreements.

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In addition to the above contractual obligations, we also have interest rate lock commitments and forward sale contracts. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon and, therefore, those commitments have been excluded from the table above. Refer to Note 6 - Derivative Financial Instruments and Hedging Activities and Note 15 - Commitments & Contingencies of the Notes to Consolidated Financial Statements contained in Item 1 for further discussion on derivatives and other contractual commitments. At this time, we currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to fund our contractual obligations.

Off-Balance Sheet Arrangements

As of September 30, 2025, we were party to mortgage loan participation purchase and sale agreements, pursuant to which we have access to uncommitted facilities that provide liquidity for recently sold MBS up to the MBS settlement date. These facilities, which we refer to as gestation facilities, are a component of our financing strategy and are off-balance sheet arrangements provided by certain warehouse lenders.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with GAAP, which requires us to make judgments, estimates and assumptions that affect: (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingent assets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions and our expectations regarding the future based on available information which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. Our accounting policies are described in Note 1 to the consolidated financial statements included in the Company's 2024 Form 10-K. At December 31, 2024, the most critical of these significant accounting policies were policies related to the fair value of loans held for sale, servicing rights, and derivative financial instruments. As of the date of this report, there have been no significant changes to the Company's critical accounting policies or estimates.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.

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Reconciliation of Non-GAAP Measures

To provide investors with information in addition to our results as determined by GAAP, we disclose certain non-GAAP measures to assist investors in evaluating our financial results. We believe these non-GAAP measures provide useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. They facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in hedging strategies, changes in valuations, capital structures (affecting interest expense on non-funding debt), taxation, the age and book depreciation of facilities (affecting relative depreciation expense), and other cost or benefit items which may vary for different companies for reasons unrelated to operating performance. These non-GAAP measures include our Adjusted Total Revenue, Adjusted Net Income (Loss), Adjusted Diluted Weighted Average Shares Outstanding, and Adjusted EBITDA. We exclude from these non-GAAP financial measures the change in fair value of MSRs, gains (losses) from the sale of MSRs, and related hedging gains and losses that represent realized and unrealized adjustments resulting from changes in valuation, mostly due to changes in market interest rates, and are not indicative of the Company’s operating performance or results of operation. We have excluded expenses directly related to the Cybersecurity Incident, net of insurance recoveries during fiscal 2024, such as costs to investigate and remediate the Cybersecurity Incident, the costs of customer notifications and identity protection, and professional fees, including legal expenses, litigation settlement costs, and commission guarantees. We also exclude stock-based compensation expense, which is a non-cash expense, gains or losses on extinguishment of debt and disposal of fixed assets, and impairment charges to operating lease right-of-use assets, as well as certain costs associated with our restructuring efforts, as management does not consider these costs to be indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of “net interest income (expense),” as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on our non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. Adjustments for income taxes are made to reflect historical results of operations on the basis that it was taxed as a corporation under the Internal Revenue Code, and therefore subject to U.S. federal, state, and local income taxes. Adjustments to Diluted Weighted Average Shares Outstanding assumes the pro forma conversion of weighted average Class C common stock to Class A common stock. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies. Some of these limitations are:

•They do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;

•Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted Total Revenue, Adjusted Net Income (Loss), and Adjusted EBITDA do not reflect any cash requirement for such replacements or improvements; and

•They are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows.

Because of these limitations, Adjusted Total Revenue, Adjusted Net Income (Loss), Adjusted Diluted Weighted Average Shares Outstanding, and Adjusted EBITDA are not intended as alternatives to total revenue, net income (loss), net income (loss) attributable to the Company, or Diluted Earnings (Loss) Per Share or as an indicator of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using Adjusted Total Revenue, Adjusted Net Income (Loss), Adjusted Diluted Weighted Average Shares Outstanding, and Adjusted EBITDA along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. See below for a reconciliation of these non-GAAP measures to their most comparable U.S. GAAP measures.

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Reconciliation of Total Revenue to Adjusted Total Revenue (Dollars in thousands) (Unaudited):	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Total net revenue	$	323,324	$	314,598	$	879,482	$	802,772
Valuation changes in servicing rights, net of hedging gains and losses(1)	1,833		14,901		16,031		35,546
Adjusted total revenue	$	325,157	$	329,499	$	895,513	$	838,318

(1)Represents the change in the fair value of servicing rights due to changes in valuation inputs or assumptions, net of gains or losses from derivatives hedging servicing rights. Refer to Note 5 - Servicing Rights, at Fair Value.


Reconciliation of Net (Loss) Income to Adjusted Net (Loss) Income (Dollars in thousands) (Unaudited):	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Net (loss) income attributable to loanDepot, Inc.	$	(4,882)	$	1,369	$	(40,166)	$	(65,097)
Net (loss) income from the pro forma conversion of Class C common stock to Class A common stock(1)	(3,852)		1,303		(34,538)		(69,588)
Net (loss) income	(8,734)		2,672		(74,704)		(134,685)
Adjustments to the benefit (provision) for income taxes(2)	978		(326)		8,769		17,982
Tax-effected net (loss) income	(7,756)		2,346		(65,935)		(116,703)
Valuation changes in servicing rights, net of hedging gains and losses(3)	1,833		14,901		16,031		35,546

Stock-based compensation expense	3,599		8,200		7,060		18,952
Restructuring charges(4)	2,147		1,853		4,425		7,105
Cybersecurity incident(5)	473		(18,880)		1,562		22,760
Loss (gain) on extinguishment of debt	—		—		—		5,680
Loss (gain) on disposal of fixed assets	3		3		30		(25)

Other impairment (recovery)(6)	—		10		5		1,202
Tax effect of adjustments(7)	(3,144)		(1,356)		(7,903)		(22,826)
Adjusted net (loss) income	$	(2,845)	$	7,077	$	(44,725)	$	(48,309)

(1)Reflects net (loss) income to Class A common stock and Class D common stock from the pro forma exchange of Class C common stock.

(2)loanDepot, Inc. is subject to federal, state and local income taxes. Adjustments to the benefit (provision) for income taxes reflect the income tax rates below, and the pro forma assumption that loanDepot, Inc. owns 100% of LD Holdings.


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Statutory U.S. federal income tax rate	21.00	%	21.00	%	21.00	%	21.00	%
State and local income taxes (net of federal benefit)	4.39		4.01		4.39		4.84
Effective income tax rate	25.39	%	25.01	%	25.39	%	25.84	%

(3)Represents the change in the fair value of servicing rights due to changes in valuation inputs or assumptions, net of gains or losses from derivatives hedging servicing rights, and gains (losses) from the sale of MSRs. Refer to Note 5 - Servicing Rights, at Fair Value.

(4)Reflects employee severance expense and professional services associated with restructuring efforts.

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(5)Represents expenses directly related to the Cybersecurity Incident, net of insurance recoveries during fiscal 2024, including costs to investigate and remediate the Cybersecurity Incident, the costs of customer notifications and identity protection, professional fees including legal expenses, litigation settlement costs, and commission guarantees.

(6)Represents lease impairment on corporate and retail locations.

(7)Amounts represent the income tax effect using the aforementioned effective income tax rates, excluding certain discrete tax items.


Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding (Dollars in thousands except per share) (Unaudited)	Three Months Ended		Nine Months Ended
	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024



Share Data:
Diluted weighted average shares of Class A and Class D common stock outstanding	211,442,981	332,532,984	206,745,124	183,041,489
Assumed pro forma conversion of weighted average Class C common stock to Class A common stock(1)	119,970,814	—	123,031,001	142,333,213
Adjusted diluted weighted average shares outstanding	331,413,795	332,532,984	329,776,125	325,374,702

(1)Reflects the assumed pro forma exchange and conversion of Class C common stock.


Reconciliation of Net (Loss) Income to Adjusted EBITDA (Dollars in thousands) (Unaudited):	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Net (loss) income	$	(8,734)	$	2,672	$	(74,704)	$	(134,685)
Interest expense — non-funding debt(1)	44,292		45,129		131,555		144,676
Income tax (benefit) expense	(1,555)		923		(14,023)		(24,040)
Depreciation and amortization	6,729		8,931		20,774		27,329
Valuation changes in servicing rights, net of hedging gains and losses(2)	1,833		14,901		16,031		35,546

Stock-based compensation expense	3,599		8,200		7,060		18,952

Restructuring charges(3)	2,147		1,853		4,425		7,105
Cybersecurity incident(4)	473		(18,880)		1,562		22,760

Loss (gain) on disposal of fixed assets	3		3		30		(25)

Other impairment(5)	—		10		5		1,202
Adjusted EBITDA	$	48,787	$	63,742	$	92,715	$	98,820

(1)Represents other interest expense, which includes gain or loss on extinguishment of debt and amortization of debt issuance costs and debt discount, in the Company’s consolidated statements of operations.

(2)Represents the change in the fair value of servicing rights due to changes in valuation inputs or assumptions, net of gains or losses from derivatives hedging servicing rights, and gains (losses) from the sale of MSRs. Refer to Note 5 - Servicing Rights, at Fair Value.

(3)Reflects employee severance expense and professional services associated with restructuring efforts.

(4)Represents expenses directly related to the Cybersecurity Incident, net of insurance recoveries during fiscal 2024, including costs to investigate and remediate the Cybersecurity Incident, the costs of customer notifications and identity protection, professional fees including legal expenses, litigation settlement costs, and commission guarantees.

(5)Represents lease impairment on corporate and retail locations.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to various risks which can affect our business, results, and operations. The primary market risks to which we are exposed include interest rate risk, credit risk, prepayment risk, and inflation risk.

We manage our interest rate risk and the price risk associated with changes in interest rates pursuant to the terms of an Interest Rate Risk Management Policy which (i) quantifies our interest rate risk exposure, (ii) lists the derivatives eligible for use as Hedging Instruments and (iii) establishes risk and liquidity tolerances.

Interest Rate Risk

Our principal market exposure is to interest rate risk as our business is subject to variability in results of operations due to fluctuations in interest rates. We anticipate that interest rates will remain our primary benchmark for market risk for the foreseeable future. Changes in interest rates affect our assets and liabilities measured at fair value, including LHFS, IRLCs, servicing rights and Hedging Instruments. In a declining interest rate environment, we expect higher loan origination volumes, higher loan margins, increases in the value of our LHFS and IRLCs, and decreases in the value of our Hedging Instruments and servicing rights. In a rising interest rate environment, we expect lower loan origination volumes, lower loan margins, decreases in the value of our LHFS and IRLCs, and increases in the value of our Hedging Instruments and servicing rights. The interaction between the results of operations of our various activities is a core component of our overall interest rate risk strategy.

IRLCs represent an agreement to extend credit to a potential customer, whereby the interest rate on the loan is set prior to funding. Both IRLCs and LHFS, are subject to changes in interest rates from the date of the commitment through the sale of the loan into the secondary market. Accordingly, we are exposed to interest rate risk and related price risk during the period from the date of the lock commitment through (i) the lock commitment cancellation or expiration date, or (ii) the date of sale into the secondary mortgage market. The average term for outstanding interest rate lock commitments at September 30, 2025 was 33 days; and our average holding period of the loan from funding to sale was 36 days for the nine months ended September 30, 2025.

We manage the interest rate risk associated with our outstanding IRLCs, LHFS and servicing rights by entering into Hedging Instruments. Management expects these Hedging Instruments will experience changes in fair value opposite to those of the IRLCs, LHFS, and servicing rights thereby reducing earnings volatility. We take into account various factors and strategies in determining the portion of IRLCs, LHFS, and servicing rights to economically hedge. Our expectation of how many of our IRLCs will ultimately close is a key factor in determining the notional amount of Hedging Instruments used in hedging the position.

Credit Risk

We are subject to credit risk in connection with our originating, financing, selling, and servicing residential mortgage loans. Credit risk refers to the ability of each individual borrower underlying our loans, mortgage servicing rights, and trading securities, to make required interest and principal payments on the scheduled due dates. If delinquencies increase, the value of our loans, mortgage servicing rights, and trading securities may decrease and the amount of servicer advances we are required to make related to our mortgage servicing rights will increase. We believe credit risk is mitigated through stringent underwriting guidelines in our loan origination process and is primarily determined by the borrowers’ credit profiles and loan characteristics. Credit risk is influenced by general economic factors including interest rates, housing prices, and unemployment rates which could impact the borrowers’ ability to make payments on their loans.

While our contracts vary, we provide representations and warranties to purchasers and insurers of the mortgage loans sold that typically are in place for the life of the loan. In the event of a breach of these representations and warranties, we may be required to repurchase a mortgage loan or indemnify the purchaser, and any subsequent loss on the mortgage loan may be borne by us. The representations and warranties require adherence to applicable origination and underwriting guidelines (including those of Fannie Mae, Freddie Mac, and Ginnie Mae), including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state, and local law.

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We record a provision for losses relating to such representations and warranties as part of our loan sale transactions. The level of the liability for losses from representations and warranties is difficult to estimate and requires considerable management judgment. The level of loan repurchase losses is dependent on economic factors, trends in property values, investor repurchase demand strategies, and other external conditions, including interest rates, that may change over the lives of the underlying loans. We evaluate the adequacy of our liability for losses from representations and warranties based on our loss experience and our assessment of incurred losses relating to loans that we have previously sold and which remain outstanding at the balance sheet date. As our portfolio of loans sold subject to representations and warranties grows and as economic fundamentals change, such adjustments can be material. However, we believe that our current estimates adequately approximate the losses incurred on our sold loans subject to such representations and warranties.

Additionally, we are exposed to credit risk associated with our borrowers, counterparties, and other significant vendors. Our ability to operate profitably is dependent on both our access to capital to finance our assets and our ability to profitably originate, sell, and service loans. Our ability to hold loans pending sale and/or securitization depends, in part, on the availability to us of adequate financing lines of credit at suitable interest rates and favorable advance rates. In general, we manage such risk by selecting only counterparties that we believe to be financially strong, dispersing the risk among multiple counterparties, placing contractual limits on the amount of unsecured credit extended to any single counterparty and entering into netting agreements with the counterparties, as appropriate. During the nine months ended September 30, 2025 and 2024, we incurred no losses due to nonperformance by any of our counterparties.

Prepayment Risk

Prepayment risk is affected by interest rates (and their inherent risk) and borrowers’ actions relative to their underlying loans. To the extent that the actual prepayment speed on the loans underlying our servicing rights differs from what we projected when we initially recognized them and when we measured fair value as of the end of each reporting period, the carrying value of our investment in servicing rights will be affected. In general, an increase in prepayment expectations will decrease our estimates of the fair value of the servicing right, thereby reducing expected servicing income. We monitor the servicing portfolio to identify potential refinancings and the impact that would have on associated servicing rights.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we and certain of our subsidiaries are involved in various legal and regulatory matters that arise in connection with the conduct of our business. For a further discussion of our material legal proceedings, see Note 15 - Commitments and Contingencies of the Notes to Consolidated Financial Statements included in “Item 1 Financial Statements.”

Item 1A. Risk Factors

There have been no material changes in the risk factors discussed under Part I. "Item 1A. Risk Factors" of our 2024 Form 10-K filed with the SEC on March 13, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Shares of the Company's Class B common stock or Class C common stock may each be converted, together with a corresponding Holdco Unit, as applicable, at any time and from time to time at the option of the holder of such share of Class B common stock or Class C common stock, as applicable, for one fully paid and non-assessable share of Class A common stock. Each share of the Company’s Class D common stock may be converted 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. There is no cash or other consideration paid by the holder converting such shares and, accordingly, there is no cash or other consideration received by the Company. The shares of Class A common stock issued by the Company in such conversions are exempt from registration pursuant to Section 3(a)(9) of the Securities Act.

On July 1, 2025, we issued to stockholders 56,940 shares of Class A common stock upon the conversion of the same number of shares of our Class C common stock and corresponding Holdco Units held by such stockholders.

On August 1, 2025, we issued to stockholders 25,000 shares of Class A common stock upon the conversion of the same number of shares of our Class C common stock and corresponding Holdco Units held by such stockholders.

On September 2, 2025, we issued to stockholders 4,863,053 shares of Class A common stock upon the conversion of the same number of shares of our Class C common stock and corresponding Holdco Units held by such stockholders.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408 of Regulation S-K).

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Item 6. Exhibits

The following documents are filed as a part of this report:


Exhibit No.			Description
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 on March 13, 2025).
10.1+			Form of Performance Restricted Stock Unit Award Agreement pursuant to the loanDepot, Inc. 2022 Inducement Plan (incorporated herein by reference to Exhibit 99.2 of the Company’s Registration Statement on F or m S-8 filed on September 12, 2025).
10.2+			Form of Restricted Stock Unit Award Agreement pursuant to the loanDepot, Inc. 2022 Inducement Plan (incorporated herein by reference to Exhibit 99.3 of the Company’s Registration Statement on F or m S-8 filed on September 12, 2025).
10.3+			Transition and Separation Agreement and General Release of Claims between the Company and Jeff Walsh, dated August 5, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 7, 2025).
10.4#			Series 2025-GT2 Indenture Supplement, dated July 23, 2025, to the Third Amended and Restated Base Indenture, among Citibank, N.A., Nomura Corporate Funding Americas, LLC, loanDepot GMSR Master Trust, and loanDepot.com, LLC (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 25, 2025).
10.5*#			Amendment No. 4 to the Amended and Restated Mortgage Loan Participation Sale Agreement, dated September 4, 2025, between JPMorgan Chase Bank, National Association, and loanDepot.com, LLC.
10.6*#			Amendment No. 5 to the Amended and Restated Mortgage Loan Participation Sale Agreement, dated October 27, 2025, between JPMorgan Chase Bank, National Association, and loanDepot.com, LLC.
10.7*			Amendment No. 7 to the Second Amended and Restated Mortgage Loan Purchase Agreement, dated September 10, 2025, between Bank of America, N.A., and loanDepot.com, LLC.
10.8*			Amendment No. 8 to the Second Amended and Restated Mortgage Loan Participation Purchase and Sale Agreement, dated October 20, 2025, between Bank of America, N.A., and loanDepot.com, LLC.
10.9*			Amendment No. 9 to the Second Amended and Restated Master Repurchase Agreement, dated October 20, 2025, between Bank of America, N.A., loanDepot BA Warehouse, LLC and loanDepot.com, LLC.
10.10*#			Amendment No. 1 to Amended and Restated Master Repurchase Agreement and Securities Contract, dated September 15, 2025, between Bank of Montreal, loanDepot BMO Warehouse, LLC, and loanDepot.com, LLC.
10.11*#			Amendment No. 8 to Series 2020-VF1 Indenture Supplement, dated September 26, 2025, among loanDepot Agency Advance Receivables Trust, Citibank, N.A., loanDepot.com, LLC, and JPMorgan Chase Bank, N.A.
31.1*			Section 302 Certification of Principal Executive Officer.
31.2*			Section 302 Certification of Principal Financial Officer.
32.1**			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			Inline XBRL Document
101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.0			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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* Filed herewith

** Furnished herewith

# Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.

+ Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	LOANDEPOT, INC.


Dated: November 7, 2025	By:	/s/ Anthony Hsieh
	Name:	Anthony Hsieh
	Title:	Chief Executive Officer and President

Dated: November 7, 2025	By:	/s/ David Hayes
	Name:	David Hayes
	Title:	Chief Financial Officer

EX-10.5 2 exhibit105.htm EX-10.5 Document

Certain confidential information contained in this document, marked by “[***]”, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) is the type of information that the Company treats as private or confidential. Certain schedules (or similar attachments) also marked by “[***]” have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

EXECUTION Exhibit 10.5

AMENDMENT NO. 4
TO AMENDED AND RESTATED MORTGAGE LOAN PARTICIPATION SALE AGREEMENT

This Amendment No. 4 to the Amended and Restated Mortgage Loan Participation Sale Agreement, dated as of September 4, 2025 (this “Amendment”), is between JPMorgan Chase Bank, National Association (the “Purchaser”) and loanDepot.com, LLC (the “Seller”).

RECITALS

The parties hereto are parties to that certain Amended and Restated Mortgage Loan Participation Sale Agreement, dated as of November 10, 2022 (as amended, restated, supplemented, or otherwise modified prior to the date hereof, the “Existing Participation Agreement”; and as amended by this Amendment, the “Participation Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Participation Agreement.

The parties hereto have agreed, subject to the terms and conditions of this Amendment, that the Existing Participation Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Participation Agreement.

Accordingly, the parties hereto hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Participation Agreement is hereby amended as follows:

(a)Amendment to the Existing Participation Agreement. Effective as of the date hereof, the Existing Participation Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in (x) the changed pages of the amended text of the Participation Agreement attached as Exhibit A-1 hereto and (y) the full amended text of the Participation Agreement attached as Exhibit A-2 hereto. The parties hereto further acknowledge and agree that Exhibit A-2 constitutes the Participation Agreement.

(b)Conditions Precedent to Amendment. This Amendment shall be effective as of the date hereof, subject to the execution and delivery of this Amendment by all parties hereto.

(c)Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Participation Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

LEGAL02/45407480v2

Counterparts may be delivered electronically. Facsimile, documents executed, scanned, and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Amendment and all matters related thereto, with such facsimile, scanned, and electronic signatures having the same legal effect as original signatures. The parties agree that this Amendment, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Amendment may be accepted, executed, or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed, or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.

(e)Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

(f)Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN).

[SIGNATURE PAGES FOLLOW]

LEGAL02/45407480v2

IN WITNESS WHEREOF, the parties have caused their name to be duly signed to this Amendment by their respective officers thereunto duly authorized, all as of the date first above written.

PURCHASER:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By:    /s/ Jason Brand
     Name: Jason Brand
     Title: Executive Director

Signature Page to Amendment No. 4 to Amended and Restated Mortgage Loan Participation Sale Agreement

SELLER:

LOANDEPOT.COM, LLC

By: /s/ David Hayes
Name: David Hayes
Title: CFO

Signature Page to Amendment No. 4 to Amended and Restated Mortgage Loan Participation Sale Agreement

Exhibit A-1

PARTICIPATION AGREEMENT

(Redline)

(See attached)

Exhibit A-1

LEGAL02/45407480v2

AMENDED AND RESTATED

MORTGAGE LOAN PARTICIPATION SALE AGREEMENT

between

LOANDEPOT.COM, LLC,

as Seller,

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Purchaser

November 10, 2022

Exhibit A-1

LEGAL02/45407480v2

TABLE OF CONTENTS

Page


Section 1. Definitions.			1
Section 2. Purchases of Participation Certificates.			15
Section 3. Takeout Commitments.			16
Section 4. Issuance and Delivery of Participation Certificate.			17
Section 5. Mortgage Pool Interim Servicing.			18
Section 6. Seller Covenants Regarding Transfer of Servicing.			25
Section 7. Intent of Parties; Security Interest.			27
Section 8. Conditions Precedent.			28
Section 9. Representations and Warranties.			29
Section 10. Covenants of Seller.			36
Section 11. Term.			45
Section 12. Exclusive Benefit of Parties; Assignment.			46
Section 13. Amendment; Waivers.			46
Section 14. Effect of Invalidity of Provisions.			46
Section 15. Governing Law; Waiver of Jury Trial.			46
Section 16. Notices.			47
Section 17. Execution in Counterparts.			48
Section 18. Confidentiality.			48
Section 19. Acknowledgments.			50
Section 20. Authorizations.			51
Section 21. Set-Off			51
Section 22. Amendment and Restatement.			51

EXHIBITS

SCHEDULE 1 AUTHORIZATIONS

EXHIBIT A FORM OF TAKEOUT ASSIGNMENT

EXHIBIT B MORTGAGE LOAN SCHEDULE DATA FIELDS

EXHIBIT C SELLER’S WIRE TRANSFER INSTRUCTIONS

EXHIBIT D FORM OF OPINION OF COUNSEL TO THE SELLER

-i-

LEGAL02/46557502v3

AMENDED AND RESTATED
MORTGAGE LOAN PARTICIPATION SALE AGREEMENT

This is an AMENDED AND RESTATED MORTGAGE LOAN PARTICIPATION SALE AGREEMENT (“Agreement”), dated as of November 10, 2022, between JPMorgan Chase Bank, National Association (“Purchaser”) and loanDepot.com, LLC (“Seller”).

R E C I T A L S

WHEREAS, Seller desires to continue to sell from time to time to Purchaser all of Seller’s right, title and interest in and to designated pools of fully amortizing first lien residential Mortgage Loans (defined below) (each such pool of Mortgage Loans so purchased and sold, a “Mortgage Pool”), each in the form of a 100% participation interest evidenced by a Participation Certificate, and Purchaser, at its sole election has agreed to purchase such Participation Certificates evidencing such participation interests from Seller in accordance with the terms and conditions set forth in this Agreement and the Custodial Agreement.

WHEREAS, Seller acknowledges that it will cause each Mortgage Pool purchased hereunder as evidenced by a Participation Certificate to be converted into an Agency Security relating to such Mortgage Pool, such Agency Security to be backed by and to relate to the Mortgage Loans subject to the Mortgage Pools. In furtherance thereof, Seller agrees to cause the related Agency Security to be issued and delivered on or before the Settlement Date under the terms and conditions provided herein.

WHEREAS, coincident with each Mortgage Pool purchase, Seller will have validly assigned to Purchaser all of Seller’s rights and obligations under one or more forward purchase commitments each evidencing an institution’s commitment to purchase on a mandatory basis on a designated purchase date an agreed upon principal amount of the related Agency Security.

WHEREAS, the parties hereto previously entered into that certain Mortgage Loan Participation Sale Agreement, dated as of August 15, 2016 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the “Existing Agreement”).

WHEREAS, the parties hereto have requested that the Existing Agreement be amended and restated in its entirety to amend certain provisions set forth herein on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Purchaser and Seller, intending to be legally bound, hereby agree as follows:

Section 1.Definitions.

LEGAL02/46557502v3

Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to them in the Pricing Side Letter. Capitalized terms used in this Agreement shall have the meanings ascribed to them below.

“Accepted Servicing Practices”: With respect to each Mortgage Loan, such standards which comply with the applicable standards and requirements under: (i) an applicable Agency Program and related provisions of the applicable Agency Guide pursuant to which the related Agency Security is intended to be issued, and/or (ii) any applicable FHA and/or VA program and related provisions of applicable FHA and/or VA servicing guidelines.

“Additional Collateral”: Shall have the meaning ascribed thereto in Section 7(d) of this Agreement.

“Agency”: The Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“Fannie Mae”), and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), as applicable.

“Agency Approvals”: Shall have the meaning ascribed thereto in Section 9(a)(xxiv) of this Agreement.

“Agency Eligible Mortgage Loan”: A mortgage loan that is in strict compliance with the eligibility requirements for swap or purchase by the designated Agency, under the applicable Agency Guide and/or applicable Agency Program.

“Agency Guaranty Fee”: Such fee, payable monthly by Seller to the Agency, as set by the Agency and as in effect at the time a Transaction is commenced, the amount of which with respect to each Mortgage Loan shall be specified as a percentage of par by notice from Seller to Purchaser and on the Mortgage Loan Schedule.

“Agency Guide”: Respecting GNMA Securities, the GNMA Mortgage-Backed Securities Guide; respecting Fannie Mae Securities, the Fannie Mae Selling Guide and the Fannie Mae Servicing Guide; and respecting Freddie Mac Securities, the Freddie Mac Sellers’ and Servicers’ Guide; in each case as such Agency Guide may be amended from time to time.

“Agency Program”: The specific mortgage-backed securities swap or purchase program under the relevant Agency Guide or as otherwise approved by the Agency pursuant to which the Agency Security for a given Transaction is to be issued.

“Agency Security”: A fully modified pass-through mortgage-backed certificate guaranteed by GNMA, a guaranteed mortgage pass-through certificate issued by Fannie Mae, or a mortgage participation certificate issued by Freddie Mac, in each case representing or backed by the Mortgage Pool which is the subject of a Transaction. The particular Agency Security for the relevant Agency is alternatively referred to as: “GNMA Securities” (in the case of GNMA), “Fannie Mae Securities” (in the case of Fannie Mae) and “Freddie Mac Securities” (in the case of Freddie Mac).

LEGAL02/46557502v3

“Agency Security Face Amount”: The original unpaid principal balance of the Agency Security.

“Agency Security Issuance Deadline”: The date by which the Agency Security must be issued and delivered to Purchaser, which, unless otherwise agreed to by Purchaser as provided herein, shall occur no later than the Settlement Date.

“Agency Security Issuance Failure”: Failure of the Agency Security to be issued for any reason whatsoever on or before the Agency Security Issuance Deadline, or a prior good faith determination by Seller or Purchaser that such Agency Security will not be issued on or before such time.

“Anti-Corruption Laws”: All laws, rules and regulations of any jurisdiction applicable to Seller or its Affiliates from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws”: Federal, state and local anti-money laundering laws, orders and regulations, including the USA Patriot Act of 2001, the Bank Secrecy Act, OFAC regulations and applicable Executive Orders.

“Available Warehouse Facilities”: As the context requires, (i) the aggregate amount at any time of used and unused available warehouse lines of credit, purchase facilities, repurchase facilities, early purchase program facilities and off-balance sheet funding facilities (whether committed or uncommitted) to finance residential mortgage loans available to Seller at such time or (ii) such warehouse lines of credit, purchase facilities, repurchase facilities, early purchase program facilities and off-balance sheet funding facilities themselves.

“Basic Collateral”: Shall have the meaning ascribed thereto in Section 7(c) of this Agreement.

“Blanket Bond Required Endorsement”: Endorsement of Seller’s mortgage banker’s blanket bond insurance policy to (i) provide that for any loss affecting Purchaser’s interest, Purchaser will be named on the loss payable draft as its interest may appear and (ii) provide Purchaser access to coverage under the theft of secondary market institution’s money or collateral clause of policy.

“Breach”: Shall have the meaning ascribed thereto in Section 9(c) of this Agreement.

“Business Day”: A day (other than a Saturday, Sunday or any other day on which the jurisdiction in which the Custodian’s custodial offices are located are authorized or obligated by law to be closed) when (i) banks in Houston, Texas, Orange County, California and New York, New York are generally open for commercial banking business and (ii) federal funds wire transfers can be made.

“Code”: The Internal Revenue Code of 1986, as amended from time to time.

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“Collateral”: Shall have the meaning ascribed thereto in Section 7(d) hereof.

“Custodial Account”: An account established pursuant to Section 5(c) hereof.

“Custodial Agreement”: The Amended and Restated Custodial Agreement, dated as of November 10, 2022, among Seller, Purchaser and the Custodian, in form and substance acceptable to the parties.

“Custodian”: Deutsche Bank National Trust Company and its successors shall be the Custodian under the Custodial Agreement.

“Cut-off Date”: The first calendar day of the month in which the Settlement Date is to occur.

“Cut-off Date Principal Balance”: The Outstanding Principal Balance of the Mortgage Loans (that are subject to Transactions hereunder) on the Cut-off Date after giving effect to payments of principal and interest due on or prior to the Cut-off Date whether or not such payments are received.

“Deficient Mortgage Loans”: Shall have the meaning ascribed thereto in Section 9(c) of this Agreement.

“Designated Servicer”: Shall have the meaning ascribed thereto in Section 5(f) of this Agreement.

“Discount Rate”: With respect to each Transaction, the percentage set forth in the Pricing Side Letter and on the applicable funding report delivered on the related Purchase Date.

“Electronic Tracking Agreement”: The Amended and Restated Electronic Tracking Agreement, dated as of November 10, 2022, among Seller, Purchaser, MERS and MERSCORP Holdings, Inc., in form and substance acceptable to the parties.

“ERISA”: With respect to any Person, the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Escrow Agreement”: That certain Fourth Amended and Restated Escrow Agreement, dated as of August 16, 2016, by and among Purchaser, Seller, Deutsche Bank National Trust Company, as escrow agent, and other parties thereto from time to time, as the same may be amended, restated, supplemented or otherwise modified, from time to time.

“Escrow Payments”: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rents, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the related mortgagor with the mortgagee pursuant to the Mortgage or any other related document.

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“Event of Insolvency”: With respect to any Person (a) the commencement by that Person as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or a request by that Person for the appointment of a receiver, trustee, custodian or similar official for that Person or any substantial part of its property; (b) the commencement of any such case or proceeding against that Person, or another’s seeking such appointment, or the filing against that Person of an application for a protective decree that (i) is consented to or not timely contested by that Person, (ii) results in the entry of an order for relief, such an appointment, the issuance of such a protective decree or the entry of an order having similar effect, or (iii) is not dismissed within [***]; (c) the making by that Person of a general assignment for the benefit of creditors; (d) the admission in writing by that Person that it is unable to pay its debts as they become due, or the nonpayment of its debts generally as they become due; or (e) the board of directors, managers, members or partners, as the case may be, of that Person taking any action in furtherance of any of the foregoing.

“Exchange Act”: The Securities Exchange Act of 1934, as amended.

“Expenses”: All present and future reasonable out-of-pocket expenses incurred by or on behalf of the Purchaser in connection with this Agreement or any of the other Program Documents and any amendment, supplement or other modification or waiver related hereto or thereto, whether incurred heretofore or hereafter, including without limitation, reasonable attorneys’ fees.

“Fannie Mae Securities”: Shall have the meaning ascribed thereto in the definition of “Agency Security” herein.

“FDIC”: The Federal Deposit Insurance Corporation or its permitted successors or assigns.

“FHA”: The Federal Housing Administration.

“FHA Approved Mortgagee”: An institution that is approved by the FHA to act as a mortgagee and servicer of record, pursuant to FHA Regulations.

“FHA Insurance Contract”: The contractual obligation of FHA respecting the insurance of an FHA Loan pursuant to the National Housing Act, as amended.

“FHA Loan”: A Mortgage Loan that is the subject of an FHA Insurance Contract as evidenced by a Mortgage Insurance Certificate.

“FHA Regulations”: The regulations promulgated by HUD under the National Housing Act, codified in 24 Code of Federal Regulations, and other HUD issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters, and all amendments and additions thereto.

“Freddie Mac Securities”: Shall have the meaning ascribed thereto in the definition of “Agency Security” herein.

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“GAAP”: Generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in statements and pronouncements of such other entity as may be approved by a significant segment of the accounting profession.

“GLB Act”: The Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat 1338), as it may be amended from time to time.

“GNMA Securities”: Shall have the meaning ascribed thereto in the definition of “Agency Security” herein.

“Good Delivery”: Shall have the meaning ascribed thereto in the SIFMA Guide in connection with the standard requirements for the delivery and settlement of an Agency Security.

“Governmental Authority”: The government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, any governmental or quasi-governmental department, commission, board, bureau or instrumentality, and any court, tribunal or arbitration panel, and, with respect to any Person, any private body having regulatory jurisdiction over any Person or its business or assets.

“HUD”: The United States Department of Housing and Urban Development or any successor thereto.

“Individual Takeout Amount”: The principal amount of an Agency Security covered by a particular Takeout Commitment plus accrued interest on such amount, determined in accordance with Good Delivery requirements.

“Initial Balance”: The aggregate Outstanding Principal Balance of the Mortgage Loans evidenced by a Participation Certificate as of the related Purchase Date.

“Initial Remittance Date”: Shall have the meaning ascribed thereto in Section 4(c) of this Agreement.

“Interim Servicing Period”: Shall have the meaning ascribed thereto in Section 2(b)(iv) of this Agreement.

“Intercreditor Agreement”: That certain Fourth Amended and Restated Intercreditor Agreement, dated as of August 16, 2016, by and among Purchaser, Seller, and other parties thereto from time to time, as the same may be amended, restated, supplemented or otherwise modified, from time to time.

“Joint Securities Account Control Agreement”: That certain Fourth Amended and Restated Joint Securities Account Control Agreement, dated as of August 16, 2016, by and

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among Purchaser, Seller, Deutsche Bank National Trust Company, as paying agent, and other parties thereto from time to time, as the same may be amended, restated, supplemented or otherwise modified, from time to time.

“LD Holdings”: LD Holdings Group LLC, a Delaware limited liability company.

“Lien”: Any security interest, mortgage, deed of trust, charge, pledge, hypothecation, assignment as security for an obligation, deposit arrangement as security for an obligation, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention arrangement, any financing lease arrangement having substantially the same economic effect as any of the foregoing and the security interest evidenced or given notice of by the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction.

“Losses”: Shall have the meaning ascribed thereto in Section 5(a) of this Agreement.

“Master Repurchase Agreement”: That certain First Amended and Restated Master Repurchase Agreement, dated as of September 30, 2022, by and between Seller, as seller, and Purchaser, as buyer, as the same may be amended, restated, modified or otherwise supplemented, from time to time.

“Material Adverse Effect”: Any (i) material adverse effect upon the validity, performance or enforceability of any Program Document, (ii) material adverse effect on the properties, business or condition, financial or otherwise, of Seller and its Subsidiaries, on a consolidated basis, (iii) material adverse effect upon the ability of Seller to fulfill its obligations under this Agreement, or (iv) material adverse effect on the value or salability of the Mortgage Loans that are subject to Transactions hereunder, the Participation Certificates or the Agency Securities subject to this Agreement, taken as a whole, as determined in each case by Purchaser in Purchaser’s sole good faith discretion.

“MERS”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“MERS System”: The system of recording transfers of mortgages electronically maintained by MERS.

“Mortgage”: A first lien mortgage or deed of trust securing a Mortgage Note.

“Mortgage File”: The items pertaining to each Mortgage Loan (other than the Mortgage Loan Documents required to be delivered to the Custodian pursuant to the Custodial Agreement) and Agency Program as described in the relevant Agency Guide.

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“Mortgage Insurance Certificate”: An original HUD Form 59100 signed by HUD which identifies the Mortgage Loan it accompanies.

“Mortgage Interest Rate”: The annual rate of interest borne by the Mortgage Note.

“Mortgage Loan”: Each mortgage loan included in a Mortgage Pool, in each case secured by a Mortgage on a one- to four-family residence and (if so required by the relevant Agency Program) eligible to be either guaranteed by VA and/or insured by FHA, or insured by a private mortgage insurer, as applicable.

“Mortgage Loan Documents”: The originals of the Mortgage Notes and other documents and instruments required to be delivered to the Custodian in connection with each Transaction, all pursuant to the Custodial Agreement.

“Mortgage Loan Remittance Report”: Shall have the meaning ascribed thereto in Section 5(a) of this Agreement.

“Mortgage Loan Schedule”: Shall have the meaning ascribed thereto in the Custodial Agreement.

“Mortgage Note”: A promissory note or other evidence of indebtedness of the obligor thereunder, representing a Mortgage Loan, and secured by the related Mortgage.

“Mortgage Pool”: Shall have the meaning ascribed thereto in the introductory recitals to this Agreement.

“Mortgage Pool Ownership Interest”: Shall have the meaning ascribed thereto in Section 2(b)(i) of this Agreement.

“Mortgaged Property”: The real property securing repayment of the debt evidenced by a Mortgage Note.

“Mortgagor”: The obligor or obligors on a Mortgage Note, including any person who has assumed or guaranteed the obligations of the obligor thereunder

“Net Mortgage Interest Rate”: With respect to any Mortgage Loan, the Mortgage Interest Rate applicable to such Mortgage Loan less the Servicing Fee.

“Obligations”: All of the obligations of the Seller to the Purchaser under the Program Documents.

“OFAC”: The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Outstanding Principal Balance”: At any time, the then unpaid outstanding principal balance of a residential mortgage loan.

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“Outstanding Transaction”: Shall have the meaning ascribed thereto in Section 11 of this Agreement.

“Participation Certificate”: A certificate issued in the name of Purchaser and delivered to Custodian by Seller in connection with each Transaction, substantially in the form attached as an exhibit to the Custodial Agreement, such certificate to evidence the entire (100%) beneficial ownership interest in the related Mortgage Pool.

“Participation Certificate Pass-Through Rate”: With respect to each Participation Certificate, the per annum rate at which interest is passed through to Purchaser which initially shall be the rate of interest specified on such Participation Certificate as the Pass-Through Rate, subject to adjustment as contemplated hereby. The Participation Certificate Pass-Through Rate is based upon the weighted average of the Net Mortgage Interest Rates on the Mortgage Loans.

“Permitted Tax Distributions”: Any distributions by the Seller for the purpose of enabling LD Holdings to make Tax Distributions, as defined and set forth in the limited liability company agreement of LD Holdings.

“Person”: Any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof).

“Plan”: Shall have the meaning ascribed thereto in Section 9(a)(xxiii) of this Agreement.

“Pooling Documents”: Each of the original schedules, forms and other documents (other than the Mortgage Loan Documents) required to be delivered by or on behalf of Seller to the relevant Agency and/or the Purchaser and/or the Custodian, as further described in the Custodial Agreement.

“Potential Servicing Termination Event”: A Servicing Termination Event or an event that with notice or lapse of time or both would become a Servicing Termination Event.

“Present Value Adjustment”: The product of (a) the Discount Rate, (b) the Initial Balance, (c) the Takeout Price and (d) a fraction, the numerator of which is the actual number of days elapsed from (and including) the Purchase Date to (but excluding) the Cut-off Date and the denominator of which is 360.

“Pricing Side Letter”: That certain amended and restated pricing side letter and fee letter between Purchaser and Seller, dated as of November 10, 2022, as amended from time to time.

“Privacy Requirements”: (a) Title V of the GLB Act, (b) any applicable federal regulations implementing such act codified at 12 CFR Parts 40, 216, 332 and 573, (c) any of the Interagency Guidelines Establishing Standards For Safeguarding Customer Information codified at 12 CFR Parts 30, 168, 170, 208, 211, 225, 263, 308 and 364 that are applicable and (d) any

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other applicable federal, state and local laws, rules, regulations and orders relating to the privacy and security of Seller’s Customer Information, as such statutes and such regulations, guidelines, laws, rules and orders (the “Safeguards Rules”) may be amended from time to time.

“Program Documents”: This Agreement, the Pricing Side Letter, the Custodial Agreement, the Electronic Tracking Agreement, each Participation Certificate, each Takeout Commitment, the Intercreditor Agreement, the Escrow Agreement, the Joint Securities Account Control Agreement and all other documents related thereto.

“Property”: Any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Purchase Date”: As to a given Transaction, the date of Seller’s sale and Purchaser’s purchase of the designated Mortgage Pool, as evidenced by Purchaser’s payment to Seller of the Purchase Price.

“Purchase Price”: With respect to any Participation Certificate, an amount equal to the sum of:

(A)the product of the Initial Balance and the Takeout Price;

(B)the product of (i) the product of (1) the Participation Certificate Pass-Through Rate and (2) the Initial Balance; and (ii) a fraction, the numerator of which is the actual number of days elapsed from (and including) the Cut-off Date to (but excluding) the Settlement Date and the denominator of which is 360; and

(C)minus the Present Value Adjustment.

“Qualified Depository”: A depository institution, the accounts of which are insured by the FDIC, which meets the applicable requirements of the relevant Agency for maintaining custodial collection accounts and escrow accounts in connection with servicing residential mortgage loans underlying an Agency Security.

“REO Property”: Real property acquired by Seller through foreclosure or deed in lieu of foreclosure.

“Repurchase Price”: With respect to any Mortgage Loan, a price equal to (i) the product of the Initial Balance and the Takeout Price (expressed as a percentage) plus (ii) interest on such Initial Balance at the Mortgage Interest Rate from the date on which interest has been paid and distributed to the Purchaser to the date of repurchase, less amounts received, if any, plus amounts advanced, if any, by the Seller as servicer, in respect of such Mortgage Loan.

“Remittance Date”: The twenty fifth (25th) day of each month (or if such day is not a Business Day, the Business Day immediately following such twenty fifth (25th) day).

“Requirement of Law”: Any law, treaty, ordinance, decree, requirement, order, judgment, rule, regulation or licensing requirement (or interpretation of any of the foregoing) of

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any Governmental Authority having jurisdiction over Purchaser, Seller or any Takeout Buyer, any of their respective Subsidiaries or their respective properties or any agreement by which any of them is bound, as the same may be supplemented, amended, recodified or replaced from time to time, including:

• Equal Credit Opportunity Act and Regulation B promulgated thereunder;

• Fair Housing Act;

• Gramm-Leach-Bliley Act and Regulation P promulgated thereunder;

• Fair Credit Reporting Act and Regulation V promulgated thereunder;

• Home Mortgage Disclosure Act and Regulation C promulgated thereunder;

• Federal Unfair, Deceptive, or Abusive Acts or Practices laws (including Section 5 of the Federal Trade Commission Act (the “FTC Act”));

• Truth In Lending Act and Regulation Z promulgated thereunder;

• Qualified Mortgage/Ability to Repay Rule;

• Real Estate Settlement Procedures Act and Regulation X promulgated thereunder;

• Home Ownership and Equity Protection Act and applicable portions of Regulation Z promulgated thereunder;

• Electronic Fund Transfer Act and Regulation E promulgated thereunder;

• National Flood Insurance Act, Flood Disaster Protection Act of 1973, National Flood Insurance Reform Act of 1994, Biggert-Waters Flood Insurance Act of 2012, Homeowner Flood Insurance Affordability Act (the “Flood Laws”);

• Servicemembers Civil Relief Act;

• rules, regulations and guidelines promulgated under any of such statutes; and

• any applicable state or local equivalent or similar laws and regulations.

“Responsible Officer”: As to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer, chief accounting officer or controller of such Person; provided that in the event any such officer is unavailable at any time he or she is required to take any action hereunder, “Responsible Officer” means any officer authorized to act

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on such officer’s behalf as demonstrated by a certificate of corporate resolution or similar document and an incumbency certificate.

“Sanctioned Country”: At any time, a country, region or territory that is then the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine and the so-called Peoples’ Republics of Donetsk and Luhansk in the territory of Ukraine).

“Sanctioned Person”: At any time, (a) any Person listed on the Specially Designated Nationals and Blocked Persons List or any other Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) another Person owned 50% or more, directly or indirectly, in the aggregate or controlled by one or more such Persons.

“Sanctions”: Economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State.

“SEC”: The Securities and Exchange Commission.

“Scheduled Delivery Date”: The date of delivery of any Agency Security to be delivered by an Agency to Purchaser in connection with a Transaction.

“Seller’s Customer”: Any natural person who has applied to Seller for a financial product or service, has obtained any financial product or service from Seller or has a residential mortgage loan that is serviced or subserviced by Seller.

“Seller’s Customer Information”: Any information or records in any form (written, electronic or otherwise) containing a Seller’s Customer’s personal information or identity, including such Seller’s Customer’s name, address, telephone number, loan number, loan payment history, delinquency status, insurance carrier or payment information, tax amount or payment information and the fact that such Seller’s Customer has a relationship with Seller.

“Serviced Loans”: All residential mortgage loans serviced or required to be serviced by the Seller under any Servicing Agreement, irrespective of whether the actual servicing is done by another Person (a subservicer) retained by the Seller for that purpose.

“Servicing Agreement”: With respect to any Person, the arrangement (whether or not in writing) pursuant to which that Person acts as servicer of residential mortgage loans, whether owned by that Person or by others.

“Servicing Fee”: With respect to any Mortgage Loan and any month, the monthly fee payable to the Seller for the servicing of such Mortgage Loan, such fee being calculated on a Mortgage Loan-by-Mortgage Loan basis and equal to the Outstanding Principal Balance of such Mortgage Loan on which interest accrued in the related month multiplied by a percentage which

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is set forth on the Mortgage Loan Schedule plus the Agency Guaranty Fee which is also set forth on the Mortgage Loan Schedule.

“Servicing File”: With respect to each Mortgage Loan, the file to be held by or for Seller in trust for the benefit of Purchaser, solely in a custodial capacity. Such file includes, but is not limited to, originals or copies of all documents in the Mortgage File, computer files, data disks, books, records, payment histories, data tapes, notes and all additional documents generated as a result of or utilized in originating and servicing each Mortgage Loan.

“Servicing Portfolio”: The Seller’s entire portfolio of Serviced Loans.

“Servicing Rights”: All rights and interests of Seller or any other Person, whether contractual, possessory or otherwise, to service, administer and collect income with respect to residential mortgage loans, and all rights incidental thereto.

“Servicing Termination Events”: Shall have the meaning ascribed thereto in Section 5(e) of this Agreement.

“Servicing Transfer Date”: Shall have the meaning ascribed thereto in Section 6 of this Agreement.

“Settlement Date”: With respect to each Transaction, that date specified as the contractual delivery and settlement date in the related Takeout Commitment(s) pursuant to which Purchaser has the right to deliver Agency Securities to the Takeout Buyer(s).

“SIFMA Guide”: The uniform practices for the clearance and settlement of mortgage backed securities and other related securities, published (and periodically updated as supplemented) by The Securities Industry and Financial Markets Association (“SIFMA”).

“Standard Agency Mortgage Loan Representations”: Shall have the meaning ascribed thereto in Section 9(b)(iii) of this Agreement.

“Subservicer”: Any entity which is subservicing the Mortgage Loans pursuant to a subservicing agreement with Seller. Each Subservicer and the related subservicing agreement shall be approved in advance by Purchaser.

“Subsidiary”: With respect to any Person, any corporation, association or other business entity in which more than fifty percent (50%) of the total voting power or shares of stock (or equivalent equity interest) entitled to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof.

“Takeout Amount”: The aggregate of the Individual Takeout Amounts respecting the Agency Security to be issued in connection with a given Transaction, which Takeout Amount shall be required to equal the unpaid principal balance of the Agency Security plus accrued interest.

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“Takeout Buyer”: (i) Any member of the MBS Securities Clearing Corporation or any Person who clears through a MBS Securities Clearing Corporation member with a comparison and netting agent agreement in place with such MBS Securities Clearing Corporation member, which has been previously approved, and not subsequently disapproved, by Purchaser, or (ii) any Agency.

“Takeout Commitment”: A trade confirmation from the Takeout Buyer to Seller in electronic format confirming the details of a forward trade between the Takeout Buyer (as buyer) and Seller (as seller) constituting a valid, binding and enforceable mandatory delivery commitment by a Takeout Buyer to purchase on the Settlement Date and at a given Takeout Price the principal amount of the Agency Security described therein.

“Takeout Commitment Assignment”: An assignment executed by Seller, whereby Seller irrevocably assigns its rights but not its obligations under the Takeout Commitment, and which assignment shall be substantially in the form and content of Exhibit A hereto.

“Takeout Price”: As to each Takeout Commitment the purchase price (expressed as a percentage of par) set forth therein.

“Transaction”: (i) Each agreement by Purchaser to purchase, and by Seller to sell, a Mortgage Pool as evidenced by a Participation Certificate under the terms and conditions of this Agreement; (ii) Seller’s performance of its obligations both hereunder respecting such Mortgage Pool and under the Custodial Agreement; (iii) the issuance and delivery of the related Agency Security together with Seller’s undertakings respecting the facilitation of such Agency Security issuance; (iv) the delivery of the related Agency Security to the Takeout Buyer under each Takeout Commitment; (v) Purchaser’s exercise of its rights and remedies hereunder and in the Custodial Agreement in the event of an Agency Security Issuance Failure or Servicing Termination Event; and (vi) as appropriate, Seller’s interim servicing of such Mortgage Pool as described herein.

“Transfer”: Shall have the meaning ascribed thereto in Section 10(a)(xviii) of this Agreement.

“VA”: The Department of Veterans Affairs.

“VA Approved Lender”: Those lenders that are approved by the VA to act as a lender in connection with the origination of any VA Loan subject to a VA Loan Guaranty Agreement.

“VA Loan”: A Mortgage Loan that is or will be the subject of a VA Loan Guaranty Agreement.

“VA Loan Guaranty Agreement”: The obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) pursuant to the Serviceman’s Readjustment Act, as amended.

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“Wire Instructions”: The wiring instructions as provided by the Seller to the Purchaser and attached hereto as Exhibit C.

Section 2.Purchases of Participation Certificates.

(a)Purchaser may in its sole discretion from time to time, purchase one or more Participation Certificates on a servicing released basis from Seller at the Purchase Price. Prior to Purchaser’s purchase of any Participation Certificate, the Conditions Precedent set forth in Section 8 shall be satisfied or waived.

(b)Simultaneously with the payment by Purchaser of the Purchase Price, in accordance with the warehouse lender’s wire instructions or Seller’s Wire Instructions, as applicable, with respect to a Participation Certificate, Seller hereby agrees to:

(i)irrevocably and absolutely sell, transfer, assign, set over and convey to Purchaser, without recourse but subject to the terms of this Agreement, all right, title and interest of Seller in and to (A) the Participation Certificate and a 100% undivided beneficial ownership interest in the Mortgage Loans subject to such Participation Certificate, (B) all Servicing Rights related to the Mortgage Loans that are subject to such Participation Certificate, (C) any payments or proceeds under any related primary insurance, hazard insurance and FHA insurance policies and VA guarantees (if any) or otherwise and (D) the Mortgage Loan Documents, Mortgage Files and Servicing Files related to the Mortgage Loans that are subject to such Participation Certificate (collectively, the “Mortgage Pool Ownership Interest”);

(ii)irrevocably and absolutely assign and set over to Purchaser all of Seller’s rights (but not its obligations) in and to each Takeout Commitment related to the Mortgage Loans that are subject to such Participation Certificate and does hereby deliver to Purchaser the related Takeout Commitment Assignment duly executed by Seller;

(iii)sell, transfer, set over and convey to Purchaser all of Seller’s right, title and interest in and to the Agency Security scheduled to be issued by the applicable Agency with respect to the Mortgage Loans that are subject to such Participation Certificate; and

(iv)accept its appointment and discharge its performance obligations as servicer of all of the Mortgage Loans subject to the applicable Participation Certificate for the benefit of Purchaser (and any other registered holder of the Participation Certificate) for the period (the “Interim Servicing Period”) from and after the Purchase Date through the earliest to occur of (A) the date of actual issuance, delivery and settlement of the Agency Security to Purchaser, provided such issuance and delivery occurs on or before the Agency Security Issuance Deadline, unless otherwise mutually agreed to by the parties and (B) in the case of an Agency Security Issuance Failure, either (x) any date so designated by Purchaser, but in all events a date occurring no later than [***] which the Settlement Date for the related Agency Security was originally scheduled to occur; or (y) the date of Seller’s purchase of the entire Mortgage Pool related to such

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Participation Certificate based on, and as a result of, Seller’s breach of any of its representations and warranties hereunder including without limitation any of the mortgage loan representations herein.

(c)From time to time Seller may make a request of Purchaser by telephone, electronically or otherwise to enter into a Transaction. Purchaser shall be under no obligation to enter into the Transaction unless and until (i) it elects to do so, which election shall be evidenced solely by its transfer of appropriate funds to Seller and (ii) the conditions specified herein have been satisfied.

(d)If Purchaser elects to purchase any Participation Certificate, Purchaser shall pay an amount equal to the Purchase Price for such Participation Certificate by wire transfer of immediately available funds in accordance with the warehouse lender’s wire instructions or if there is no warehouse lender, Seller’s Wire Instructions. In the event that Purchaser rejects a Participation Certificate for purchase for any reason and/or does not transmit the Purchase Price, (i) any Participation Certificate delivered to Custodian in anticipation of such purchase shall automatically be null and void and shall be returned by Custodian to Seller and (ii) if Purchaser shall nevertheless receive any portion of the related Takeout Price, Purchaser shall pay such Takeout Price to Seller in accordance with Seller’s Wire Instructions on the date of receipt thereof by Purchaser if Purchaser receives such portion of the Takeout Price prior to [***]., New York City time and otherwise, on the next Business Day.

(e)In the event that the Agency Security in connection with a Transaction is not issued on or before the Agency Security Issuance Deadline for such Transaction, Purchaser and Seller may, in the sole discretion of each such party, agree to extend the original Agency Security Issuance Deadline for such Transaction, which agreement shall be evidenced in writing.

(f)To the extent, but only to the extent, the Agency Security for a Transaction is not issued on or before the Agency Security Issuance Deadline for such Transaction or an Agency Security Issuance Failure is otherwise determined to have occurred with respect to such Transaction, then all payments and recoveries of principal and interest respecting any Mortgage Loan that are subject to such Transaction due on or after the Cut-off Date shall belong to Purchaser.

(g)The terms and conditions of the purchase of each Participation Certificate shall be as set forth in this Agreement and in each Participation Certificate. Each Participation Certificate shall be deemed to incorporate, and Seller shall be deemed to make as of the applicable dates specified herein, for the benefit of Purchaser, the representations and warranties set forth herein in respect of such Participation Certificate and the Mortgage Loans evidenced by such Participation Certificate.

Section 3.Takeout Commitments.

(a)Seller, coincident with the commencement of each Transaction, hereby and thereby assigns and sets over to Purchaser, without recourse, free and clear of any lien, claim, participation or encumbrance of any kind, all of Seller’s rights (but not its obligations)

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under each Takeout Commitment related to such Transaction, including without limitation its right and entitlement to receive the entire Takeout Price specified in each Takeout Commitment related to such Transaction from a Takeout Buyer. Purchaser agrees that it will deliver to each Takeout Buyer such Agency Security that is sufficient to satisfy all Takeout Commitments related to such Transaction, provided that (i) the Agency Security shall have been issued and delivered to Purchaser in the Agency Security Face Amount, and at least equal to the Cut-off Date Principal Balance for such Transaction, on or before the Settlement Date for such Transaction so as to allow Purchaser to effect Good Delivery of the Agency Security to the Takeout Buyer; and (ii) such Takeout Buyer executes the Takeout Commitment Assignment to Purchaser.

(b)In the event the Takeout Buyer, in connection with any Transaction, fails to perform its obligations under the related Takeout Commitment as determined under the express terms set forth in such Takeout Commitment, Purchaser and Seller may, but neither is required to, renegotiate the terms of the Takeout Commitment Assignment.

Section 4.Issuance and Delivery of Participation Certificate.

(a)In connection with each Transaction, Seller shall cause a fully executed and completed Participation Certificate to be issued and delivered to the Custodian for authentication and delivery of a copy thereof to Purchaser on or before the Purchase Date. Pursuant to the Custodial Agreement, Custodian shall hold the Participation Certificate for the exclusive use and benefit of Purchaser, as Purchaser’s bailee, and shall deliver a facsimile copy of the Participation Certificate to Purchaser upon authentication. The Participation Certificate shall evidence the entire Mortgage Pool Ownership Interest in the Mortgage Pool. The Participation Certificate shall, by its terms, cease to evidence a Mortgage Pool Ownership Interest (i) (A) with respect to any Agency Security issued by GNMA, when Purchaser is registered as the registered owner of such Security on GNMA's central registry and (B) with respect to any Agency Security issued by Fannie Mae or Freddie Mac, the later to occur of (x) the issuance of the related Agency Security and (y) the transfer of all of the right, title and ownership interest in that Agency Security to Purchaser or its designee; or (ii) in the event of an Agency Security Issuance Failure, a purchase of the entire Participation Certificate by Seller in an amount equal to the aggregate unpaid principal balance of the Mortgage Loans evidenced by such Participation Certificate plus accrued interest at the Participation Certificate Pass-Through Rate; provided, however, that in the event of an Agency Security Issuance Failure, Purchaser may at its option cause the Participation Certificate to be canceled in exchange for assignment and delivery to Purchaser by the Custodian of the entire Mortgage Pool Ownership Interest, and provided further, that the rights and remedies conferred under such Participation Certificate and this Agreement shall continue to be effective in determining the rights of Purchaser (or other holder of the Participation Certificate) to receive the benefit of any required payments derived from the Mortgage Pool.

(b)Purchaser and any transferee under the Participation Certificate shall be entitled during the term in which a Participation Certificate remains in force and effect to sell, transfer, assign, pledge, or otherwise dispose of such Participation Certificate in accordance with

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the terms of the Custodial Agreement, all without the consent of Seller; provided, however, that no such sale, transfer, assignment, pledge or disposition shall release Purchaser from any of its obligations under this Agreement or any other Program Document. Seller agrees to treat any registered holder of the Participation Certificate as the sole beneficial owner of the Mortgage Pool evidenced thereby, all as further provided in the Custodial Agreement; provided, however, that no sale, transfer, assignment, pledge or disposition of such Participation Certificate shall release Purchaser from any of its obligations under this Agreement or any other Program Document.

(c)Each Participation Certificate shall provide for monthly remittance by Seller to the registered holder thereof of Mortgage Pool payments of principal (including principal prepayments) and interest. The first Remittance Date for Seller’s remittance of Mortgage Loan payments to the holder of a Participation Certificate (“Initial Remittance Date”) shall occur (if at all) on the twenty fifth (25th) day of the month following the month in which the Settlement Date is scheduled to occur. The remittance on the Initial Remittance Date, or on such earlier date if an Agency Security Issuance Failure has occurred, shall include all Mortgage Pool payments (with the interest component thereof adjusted to the Participation Certificate Pass-Through Rate) received by Seller (or Subservicer).

(d)Upon sale or other disposition by Purchaser as contemplated herein, Purchaser (or a subsequent registered holder of a Participation Certificate) shall surrender the Participation Certificate (to the extent in its possession) to Custodian upon the earliest to occur of (i) the sale or transfer of such Participation Certificate and (ii) the assignment and delivery to Purchaser of the entire Mortgage Pool Ownership Interest.

Section 5.Mortgage Pool Interim Servicing.

(a)General Interim Servicing Standards; Indemnification; Servicing Compensation. Seller and Purchaser each agrees and acknowledges that each Mortgage Pool shall be sold to Purchaser on a servicing released basis. Purchaser and Seller agree, however, that Purchaser is engaging, and Purchaser does hereby engage, Seller to provide interim servicing of each Mortgage Pool for the benefit of Purchaser (and any other registered holder of the Participation Certificate) from the Purchase Date for each Transaction until the expiration or earlier termination of the Interim Servicing Period. Seller shall have no further servicing obligations or duties to Purchaser under the terms of this Agreement with respect to the relevant Mortgage Pool upon the expiration of the applicable Interim Servicing Period.

Seller shall separately service and administer each Mortgage Pool that is subject to a Transaction hereunder in accordance with Accepted Servicing Practices and Seller shall at all times comply with applicable law, FHA Regulations and VA regulations, as applicable, and any other applicable rules or regulations so that (among other things) FHA insurance, VA guarantee, or private mortgage insurance in respect of any Mortgage Loan in such Mortgage Pool remains in full force and effect and is not reduced. Seller shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans that are subject to a Transaction, and Purchaser may, at any time during Seller’s normal business hours, on reasonable prior written notice, examine such records. In addition, Seller shall deliver to Purchaser on each Remittance

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Date (or other date of required remittance of Mortgage Loan payments) occurring during the Interim Servicing Period a written report regarding the status of those Mortgage Loans that are subject to a Transaction, in the form, and having the content, of the remittance report required under the relevant Agency Guide and Agency Program respecting the Agency Security originally intended to be issued pursuant to the Transaction (each, a “Mortgage Loan Remittance Report”). Seller shall not consent to a modification of the interest rate of a Mortgage Note that is subject to a Transaction, defer or forgive the payment thereof or of any principal, reduce the Outstanding Principal Balance (except for actual payments of principal) or extend the final maturity date of a Mortgage Loan that is subject to a Transaction during the Interim Servicing Period or at any other time that it is servicing such Mortgage Loan hereunder for the benefit of Purchaser or its permitted assigns. In addition, the Seller will not make material changes to the servicing of the Mortgage Loans that are subject to Transactions without the consent of the Purchaser.

Seller shall indemnify and hold Purchaser harmless against any and all actions, claims, liabilities or other losses (“Losses”) resulting from or otherwise arising in connection with the failure of Seller to perform its Obligations in strict compliance with the terms of this Agreement (which indemnification shall not include consequential damages but shall include, without limitation, any failure to perform interim servicing obligations, any failure of a Takeout Buyer to perform in a timely manner under its forward purchase commitment if such failure was caused by Seller’s breach of its obligations under this Agreement or Seller’s failure to take action under the terms of this Agreement, any Losses attributable to an Agency Security Issuance Failure if such failure was caused by Seller’s breach of its obligations under this Agreement or Seller’s failure to take action under the terms of this Agreement, any Losses attributable to the improper servicing of the Mortgage Loans that are subject to a Transaction and any Losses attributable to the failure of an Agency to deliver an Agency Security on the Scheduled Delivery Date if such failure was caused by Seller’s breach of its obligations under this Agreement or Seller’s failure to take action under the terms of this Agreement).

With respect to any Mortgage Loan that is subject to a Transaction, if such Mortgage Loan is delinquent with respect to either the Mortgage Loan’s first or second scheduled monthly payment subsequent to origination of such Mortgage Loan, Seller shall, upon receipt of notice from Purchaser, promptly indemnify and hold Purchaser harmless against any Losses resulting from or otherwise arising in connection with such delinquent Mortgage Loan.

As compensation for Seller undertaking interim servicing duties, Seller shall be entitled to receive the Servicing Fee and such other compensation (e.g., late fees and assumption fees) as and in such manner provided for under the applicable provisions of the relevant Agency Guide and Agency Program.

(b)Seller’s Retention of Mortgage Files and Servicing Files. Each Servicing File and Mortgage File related to Mortgage Loans that are subject to a Participation Certificate shall be held by Seller in order to service such Mortgage Loans pursuant to this Agreement and are and shall be held in trust by Seller for the benefit of Purchaser as the owner thereof during the Interim Servicing Period or at any other time that it is servicing such Mortgage Loan hereunder for the benefit of Purchaser or its permitted assigns. Seller’s possession of each Servicing File

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and Mortgage File related to the Mortgage Loans that are subject to a Participation Certificate is at the will of Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan during the Interim Servicing Period pursuant to this Agreement, and such retention and possession by Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and related Mortgage Loan Documents related to the Mortgage Loans that are subject to a Participation Certificate, and the contents of each Servicing File and Mortgage File related thereto is vested in Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in Purchaser and shall be retained and maintained, in trust, by Seller at the will of Purchaser in such custodial capacity only. The books and records of Seller shall be appropriately marked to clearly reflect the ownership of the Mortgage Loans that are subject to a Participation Certificate by Purchaser (subject to the rights of the relevant Agency upon issuance of the Agency Security). Seller shall release from its custody the contents of any Mortgage File or Servicing File related to Mortgage Loans that are subject to a Participation Certificate retained by it only in accordance with this Agreement and/or any applicable Agency Guide, unless such release is required as incidental to the servicing of a Mortgage Loan.

(c)Custodial Collection Account and Escrow Account; Mortgage Loan Payments. Seller shall establish one or more custodial collection accounts and escrow accounts, each in the form of time deposit or demand accounts, and each titled, “loanDepot.com, LLC, in trust for JPMorgan Chase Bank, National Association Residential Rate Mortgage Loans and various Mortgagors” (each such account, a “Custodial Account”). Such accounts shall be established with a Qualified Depository acceptable to Purchaser and Seller shall promptly deliver to Purchaser evidence of the establishment of such accounts by delivery to Purchaser of certifications substantially in the form of the above-referenced account certifications.

Any funds deposited in any of the foregoing accounts shall at all times be fully insured by the FDIC to the full extent permitted under applicable law. Funds shall be deposited in such accounts, and may be drawn on and invested and reinvested, by Seller solely in a manner consistent with the applicable servicing provisions of the Agency Guide and Agency Program relating to the Agency Security originally intended to be issued in connection with the relevant Transaction.

(d)Subservicers. The Mortgage Loans may be subserviced by a Subservicer on behalf of Seller provided that the Subservicer is a GNMA-approved issuer, Fannie Mae-approved lender, Freddie Mac seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that would make it unable to comply with the eligibility requirements for lenders/servicers imposed by the relevant Agency Guide. Seller shall notify all relevant Subservicers, at the commencement of each Transaction, of Purchaser’s interest under this Agreement. Seller shall pay all fees and expenses of a Subservicer from its own funds, and a Subservicer’s fee shall not exceed the Servicing Fee respecting a particular Mortgage Pool.

At the cost and expense of Seller, without any right of reimbursement from any custodial collection account, Seller shall be entitled to terminate the rights and responsibilities of

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a Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit Seller, at Seller’s option, from electing to service the related Mortgage Loans itself. In the event that Seller’s responsibilities and duties respecting a particular Mortgage Pool expire by reason of expiration or earlier termination of the Interim Servicing Period, if reasonably requested to do so by Purchaser, Seller shall, at its own cost and expense, terminate the rights and responsibilities of any Subservicers as soon as is reasonably possible.

Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, Seller shall not be relieved of its Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. Seller shall be entitled to enter into an agreement with a Subservicer for indemnification of Seller by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer and Seller alone, and Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability to pay the Subservicer’s fees and expenses.

(e)Early Servicing Termination. Without limiting Purchaser’s rights to terminate Seller as servicer as provided above, Purchaser (or any other registered holder of the related Participation Certificate) shall nonetheless be entitled (and in the case of clause (vi), such termination shall occur automatically), by written notice to Seller (and in the case of clause (vi) below immediately without notice), to effect termination of Seller’s interim Servicing Rights and obligations respecting the affected Mortgage Pool in the event any of the following circumstances or events (“Servicing Termination Events”) occur and are continuing:

(i)the Seller shall default in the payment of (i) any Losses pursuant to Section 5(a) of this Agreement, or (ii) any other Expenses, payments or obligations under the Program Documents, when the same shall become due and payable, whether at the due date thereof, or by acceleration or otherwise, and such failure to pay under this clause (ii) continues unremedied for a period [***]; or

(ii)Reserved; or

(iii)(A) any representation or warranty (other than the representations and warranties set forth in Section 10(b) unless (x) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made or (y) any such representations and warranties have been determined by Purchaser to be materially false or misleading on a regular basis) made by

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Seller in this Agreement or any other Program Document is untrue, inaccurate or incomplete in any material respect on or as of the date made; or

(A)(B) any material information contained in any written statement, report, financial statement or certificate made or delivered by Seller (either before or after the date hereof) to Purchaser pursuant to the terms of this Agreement or any other Program Document (other than as set forth in Section 10(b) unless (x) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made or (y) any such representations and warranties have been determined by Purchaser to be materially false or misleading on a regular basis) is untrue or incorrect in any material respect as of the date when made or deemed made; or

(iv)Seller shall fail to comply with any of the requirements set forth in [***]; or

(v)Seller shall fail to observe, keep or perform any material duty, responsibility or obligation imposed or required by this Agreement or any other Program Document other than one of the Servicing Termination Events specified or described in another section of this Section 5(e), and such failure continues unremedied for a period of [***]; or

(vi)an Event of Insolvency occurs with respect to Seller; or

(vii)one or more final judgments or decrees are entered against Seller, any of its Subsidiaries for the payment of money in excess of [***] (net of the portion thereof, if any, covered by insurance and the same shall not be vacated, discharged (or provisions satisfactory to Purchaser shall not be made for such discharge), satisfied or stayed or bonded pending appeal, within [***] from the date of entry thereof, and Seller or such Subsidiary, as applicable, shall not within said period of [***] or such longer period during which execution of same shall have been stayed by court order or by written agreement with the judgment creditor, perfect appeal therefrom and cause execution thereof to be stayed during such appeal; or

(viii)any Agency, private investor or any other Person seizes or takes control of any material portion of the Servicing Portfolio of its residential mortgage loans being serviced by Seller or any of its Subsidiaries for breach of any servicing agreement applicable to such Servicing Portfolio or for any other reason whatsoever; or

(ix)any Agency or Governmental Authority revokes or materially restricts the authority of Seller to originate, purchase, sell or service residential mortgage loans, or Seller shall fail to meet all requisite servicer eligibility qualifications promulgated by any Agency; or

(x)there is a default that has continued beyond any grace or cure period under (A) the Master Repurchase Agreement or (B) any agreement other than a Program

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Document that Seller, or any of its Subsidiaries, has entered into with Purchaser or any of its Affiliates or Subsidiaries if the effect of such default is to cause, or to permit such counterparty (or a trustee on behalf of such counterparty) to cause, Indebtedness of Seller in excess of [***] to become or be declared due before its stated maturity (upon the giving or receiving of notice, lapse of time or both, if applicable, or satisfaction of any other condition to acceleration, whether or not any such condition to acceleration has been satisfied); or

(xi)Seller fails to pay when due any repurchase price, margin amount, price differential, principal, interest or other amount due on any other Indebtedness (including, without limitation, under any credit or repurchase, early purchase or similar facilities for the financing of its Mortgage Loans, mortgage Servicing Rights or servicing advances) in excess of [***], individually or in the aggregate, beyond any period of grace provided, or there occurs any breach or default (beyond any period of grace provided) with respect to any material term of any such Indebtedness in excess of [***], individually or in the aggregate, if the effect of such failure, breach or default is to cause, or to permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, such Indebtedness of Seller to become or be declared due before its stated maturity (upon the giving or receiving of notice, lapse of time or both, if applicable, or satisfaction of any other condition to acceleration, whether or not any such condition to acceleration has been satisfied); provided that if such breach or default is waived in writing by the holder of such Indebtedness before Purchaser has exercised its right to terminate the interim Servicing Rights and Obligations of the Seller pursuant to Section 5(f) of this Agreement, no Servicing Termination Event shall be deemed to exist under this Agreement on account of such waived breach or default; or

(xii)there is a Material Adverse Effect; or

(xiii)(A) Seller shall assert that any Program Document is not in full force and effect or shall otherwise seek to terminate (other than a termination of this Agreement or any Program Document that is expressly permitted by this Agreement), or disaffirm its obligations under, any such Program Document at any time following the execution thereof or (B) any Program Document ceases to be in full force and effect, or any of Seller’s material obligations under any Program Document shall cease to be in full force and effect (other than as a result of any termination of this Agreement or any Program Document that is expressly permitted by this Agreement), or the enforceability thereof shall be contested by Seller; or

(xiv)any Governmental Authority or any trustee, receiver or conservator acting or purporting to act under such Governmental Authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the assets of Seller or any Subsidiary of Seller, or shall have taken any action to displace the management of Seller or any Subsidiary of Seller or to curtail its authority in the conduct of the business of Seller or any Subsidiary of Seller, or to restrict the payment

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of dividends to Seller by any Subsidiary of Seller, and such action shall not have been discontinued or stayed within [***]; or

(xv)any Change in Control of Seller shall have occurred without Purchaser’s prior written consent; or

(xvi)reserved; or

(xvii)any failure by Seller to deliver assignments executed in blank to Purchaser or its designee for each Mortgage Loan that is the subject of a Transaction under this Agreement then held by Purchaser within [***] following any termination of Seller’s MERS membership; or

(xviii)an Agency Security Issuance Failure that is caused by Seller’s failure to take action in accordance with this Agreement; or

(xix)a downgrade of any of Seller’s or any of its Subsidiaries’ servicer ratings below the ratings held by Seller or such Subsidiary as of the date of this Agreement or, for ratings initiated after the date of this Agreement, below such initial ratings; or

(xx)the Pension Benefit Guaranty Corp. shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of Seller or any of its Subsidiaries; or

(xxi)Seller shall become subject to registration as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended; or

(xxii)(A) Seller shall grant, or suffer to exist, any Lien on any Participation Certificate or Mortgage Loan related thereto (except any Lien in favor of the Purchaser), or (B) the Liens contemplated hereby fail to be first priority perfected Liens on any portion of a Mortgage Pool subject to a Participation Certificate in favor of the Purchaser.

(f)Remedies. In the case of the events described in clause (e)(vi), immediately upon the occurrence of any such event, regardless of whether notice of such event shall have been given to or by Purchaser or Seller, and each and every other case, so long as the Servicing Termination Event shall not have been remedied (but only to the extent, and within the time period, of any remedy period provided above), in addition to whatever rights Purchaser may have at law or equity to damages, including injunctive relief and specific performance, by notice in writing to Seller, Purchaser may terminate all the interim Servicing Rights and Obligations of Seller under this Agreement and all Outstanding Transactions.

Upon receipt by Seller of such written notice, all authority and power of Seller respecting its interim mortgage servicing duties under this Agreement and any affected Transactions, shall pass to and be vested in the successor servicer appointed by Purchaser (a “Designated Servicer”). Upon written request by Purchaser, Seller shall prepare, execute and

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deliver to the Designated Servicer any and all documents and other instruments, place in such successor’s possession all Mortgage Files and Servicing Files related to the Mortgage Loans that are subject to affected Transactions, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the transfer, endorsement and assignment of the Mortgage Loans and related documents related to affected Transactions, at Seller’s sole expense.

Section 6.Seller Covenants Regarding Transfer of Servicing.

In the event a Servicing Termination Event occurs as described in clause (e)(vi) of the definition of Servicing Termination Event or Purchaser gives notice to Seller of Purchaser’s intention to transfer servicing to the Designated Servicer upon the occurrence of any other Servicing Termination Event, expiration or earlier termination of the Interim Servicing Period (“Servicing Transfer Date”), then, in each such case Seller agrees at its sole expense to take all reasonable and customary actions, to assist Purchaser, Custodian and Designated Servicer in effectuating and evidencing transfer of servicing to the Designated Servicer in compliance with applicable law on or before the Servicing Transfer Date, including:

(a)Notice to Mortgagors. Seller shall mail to the mortgagor of each Mortgage Loan that is subject to an affected Transaction, by such date as may be required by law, a letter advising the mortgagor of the transfer of the servicing thereof to the Designated Servicer. Purchaser shall cause the Designated Servicer to mail a letter to each such mortgagor advising such mortgagor that the Designated Servicer is the new servicer of the related Mortgage Loan. Such letters shall be mailed by such date as may be required by applicable law.

(b)Notice to Insurance Companies and HUD (if applicable). Seller shall transmit or cause to transmit to the applicable insurance companies (including primary mortgage insurers, if applicable) and/or agents, not less than [***] prior to the Servicing Transfer Date, notification of the transfer of the servicing to the Designated Servicer and instructions to deliver all notices, insurance statements, as the case may be, to the Designated Servicer from and after the Servicing Transfer Date. With respect to any FHA-insured/VA guaranteed Mortgage Loans in the Mortgage Pool that is subject to an affected Transaction in addition to the requirements set forth above, Seller shall provide notice to HUD on such forms prescribed by HUD, or to the VA respecting the transfer of insurance credits, as the case may be. Seller shall continue to remit all mortgage insurance premiums with respect to FHA/VA Mortgage Loans until such notice is received by HUD and/or the VA.

(c)Assignment and Endorsements. At Purchaser’s (or Designated Servicer’s) direction and in Purchaser’s sole discretion, Seller shall, at its own cost and expense, prepare and/or complete endorsements to Mortgage Notes and assignments of Mortgages (including any interim endorsements or assignments), in each case to the extent subject to an affected Transaction, prior to the Servicing Transfer Date.

(d)Delivery of Servicing Records. Seller shall forward to the Designated Servicer, not more than [***] after the Servicing Transfer Date, all Servicing Files, Mortgage

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Files and any other Mortgage Loan Documents in Seller’s (or any Subservicer’s) possession relating to each Mortgage Loan that is subject to an affected Transaction.

(e)Escrow Payments. Seller shall provide the Designated Servicer on or within [***] of the Servicing Transfer Date with immediately available funds by wire transfer in the amount of the net Escrow Payments and suspense balances and all loss draft balances associated with the Mortgage Loans in an affected Mortgage Pool. Seller shall provide the Designated Servicer on or before the Servicing Transfer Date with an accounting statement of Escrow Payments and suspense balances and loss draft balances sufficient to enable the Designated Servicer to reconcile the amount of such payment with the accounts of the Mortgage Loans in the affected Mortgage Pool. Additionally, Seller shall wire to the Designated Servicer on or before the Servicing Transfer Date the amount of any agency, trustee or prepaid Mortgage Loan payments and all other similar amounts held by Seller (or Subservicer), in each case with respect to Mortgage Loans that are subject to an affected Transaction.

(f)Payoffs and Assumptions. Seller shall provide to the Designated Servicer, on or before the Servicing Transfer Date, copies of all assumption and payoff statements generated by Seller (or Subservicer), on the Mortgage Loans.

(g)Mortgage Payments Received Prior to Servicing Transfer Date. Seller shall forward by wire transfer, within [***] of the Servicing Transfer Date, all payments received by Seller (or Subservicer) on each Mortgage Loan in the affected Mortgage Pools prior to the Servicing Transfer Date to Purchaser.

(h)Mortgage Payments Received After Servicing Transfer Date. For a period of [***] after the Servicing Transfer Date, Seller shall forward the amount of any monthly payments received by Seller (or Subservicer) after the Servicing Transfer Date) on account of each Mortgage Loan in the affected Mortgage Pools to the Designated Servicer by overnight mail on the date of receipt. Seller shall notify the Designated Servicer of the particulars of the payment, which notification requirement shall be satisfied (except with respect to Mortgage Loans then in foreclosure or bankruptcy) if Seller (or Subservicer) forwards with its payments sufficient information to the Designated Servicer. Seller shall assume full responsibility for the necessary and appropriate legal application of monthly Mortgage Pool payments received by Seller (or Subservicer) after the Servicing Transfer Date with respect to Mortgage Loans then in foreclosure or bankruptcy; provided, however, necessary and appropriate legal application of such monthly Mortgage Pool payments shall include, but not be limited to, endorsement of a Mortgage Loan monthly payment to the Designated Servicer with the particulars of the payment such as the account number, dollar amount, date received and any special mortgage application instructions.

(i)Reconciliation. Not less than [***] to the Servicing Transfer Date, Seller shall reconcile principal balances and make any monetary adjustments reasonably required by the Designated Servicer. Any such monetary adjustments will be transferred between Seller and the Designated Servicer, as appropriate.

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(j)IRS Forms. Seller shall timely file all IRS forms which are required to be filed in relation to the servicing and ownership of the Mortgage Loans in the affected Mortgage Pools. Seller shall provide copies of such forms to the Designated Servicer upon request and shall reimburse the Designated Servicer for any costs or penalties incurred by the Designated Servicer due to Seller’s failure to comply with this paragraph.

In the event Seller fails to perform any of its obligations described in paragraph (a) through (j) above within the time periods specified therein, Purchaser may take, or cause to be taken, at Seller’s expense, any of the actions described therein.

Section 7.Intent of Parties; Security Interest.

(a)From and after the issuance of the related Participation Certificate, the record title of Seller to each related Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the interim servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement.

(b)It is the intent of the parties hereto that the sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan that is subject to a Transaction hereunder which shall be clearly marked to reflect that such Mortgage Loan is subject to a Transaction hereunder.

(c)Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. If Seller is an insured depository institution, the parties understand and intend that this Agreement and each Transaction constitute “qualified financial contracts” as that term is used in the Federal Deposit Insurance Act, Section 1821 of Title 12 of the United States Code, as amended. If Seller is any other type of entity, the parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in § 741(7) of the United States Bankruptcy Code. In addition to the foregoing, (x) Seller hereby pledges to Purchaser as security for the performance by Seller of its obligations under this Agreement and hereby grants, assigns and pledges to Purchaser a fully perfected first priority security interest in the Mortgage Loans that are the subject of a Participation Certificate, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of such Mortgage Loans, the custodial collection accounts and escrow accounts referred to in this Agreement or any other Program Document, the Takeout Commitments (and assignments thereof) with respect to any Agency Security to be issued in connection with a Transaction under this Agreement, together with all related Servicing Rights, the Servicing Files, Mortgage Files, Mortgage Loan Documents and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles, in each case to the extent that the foregoing relates to any Mortgage Loan that is subject to a Participation Certificate; and any other assets relating to

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such Mortgage Loans (including, without limitation, any other accounts) that are subject to a Participation Certificate or any interest in the Mortgage Loans that are subject to a Participation Certificate and all products and proceeds of any and all of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Basic Collateral”); (y) possession of the Mortgage Loan Documents, Pooling Documents and any other documentation relating to the Mortgage Pool or the Agency Security relating to any Transaction hereunder by Custodian or by Seller shall constitute constructive possession by Purchaser; and (z) Purchaser shall have all the rights of a secured party pursuant to applicable law, and for such purposes this Agreement shall constitute a security agreement.

(d)In the event that the servicing of the Mortgage Loans that are subject to a Participation Certificate is deemed a separate property right severable from the Mortgage Loans and Participation Certificates, and in any event, Seller and Purchaser intend that Purchaser or its Assignee, as the case may be, shall have, and the Seller hereby grants and pledges to Purchaser or its Assignee a perfected first priority security interest in Seller’s right, title and interest in the Servicing Rights to the Mortgage Loans that are subject to a Participation Certificate and the Servicing Files related thereto and the proceeds of any and all of the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created (“Additional Collateral”; together with the Basic Collateral, the “Collateral”) free and clear of adverse claims.

Section 8.Conditions Precedent.

It shall be a condition precedent to the parties entering into each Transaction, under this Agreement that Purchaser receives the following:

(i)a certificate of a Responsible Officer attaching certified copies of Seller’s certificate of formation, operating agreement and resolutions of Seller’s board of directors authorizing the transactions contemplated hereby;

(ii)a certificate of incumbency of authorized representatives which sets forth the names, titles and true signatures of all of those individuals authorized to execute any document or instrument contemplated by this Agreement and the Custodial Agreement;

(iii)an opinion of counsel of the Seller, (A) in the form of Exhibit D or such other form as the Purchaser may accept (including a non-contravention, enforceability and corporate opinion with respect to Seller); (B) an opinion with respect to the inapplicability of the Investment Company Act of 1940 to Seller and (C) a true sale opinion; each in form and substance acceptable to Purchaser;

(iv)the Program Documents fully executed by the parties thereto; and

(v)such other documents reasonably requested by Purchaser.

(a)It shall be a condition precedent to the parties entering into additional Transactions, under this Agreement that:

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(i)Purchaser receives a copy of the Takeout Commitment covering in the aggregate a Takeout Amount equal to the Agency Security Face Amount;

(ii)Purchaser receives the Takeout Commitment Assignment(s), duly executed by Seller, together with appropriate instructions sufficient to ensure that Purchaser can obtain the consent of each Takeout Buyer to the assignment of the Takeout Commitment;

(iii)Purchaser receives such copies of the relevant Pooling Documents (the originals of which shall have been delivered to the Agency) as Purchaser may request from time to time;

(iv)Purchaser receives a letter from any warehouse lender having a security interest in the Mortgage Loans, addressed to Purchaser, releasing any and all right, title and interest in such Mortgage Loans, substantially in the form of an exhibit to the Custodial Agreement;

(v)Purchaser receives an electronic copy of the original Participation Certificate fully completed by Seller and authenticated by Custodian;

(vi)no Servicing Termination Event or Potential Servicing Termination Event shall have occurred and be continuing under the Program Documents and under the Master Repurchase Agreement;

(vii)Purchaser receives an electronic data file for each Transaction, including all fields set forth on Exhibit B hereto;

(viii)the representations and warranties made by the Seller shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(ix)after giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Mortgage Loans subject to Outstanding Transactions under this Agreement shall not exceed the Maximum Purchase Price;

(x)there shall have been no Material Adverse Effect on the financial condition of Seller since the most recent financial statements of Seller were delivered to Purchaser; and

(xi)such Purchase Date occurs at least [***] prior to the related Settlement Date.

Section 9.Representations and Warranties.

(a)Seller hereby represents and warrants to Purchaser as of the date hereof and as of the date of each issuance and delivery of a Participation Certificate that:

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(i)Seller is Principal. Seller is engaging in the Transactions as a principal.

(ii)Reserved.

(iii)Solvency. Both as of the date hereof and immediately after giving effect to each Transaction hereunder, the fair value of Seller’s assets is greater than the fair value of Seller’s liabilities (including contingent liabilities if and to the extent required to be recorded as liabilities on the financial statements of Seller in accordance with GAAP), and Seller (1) is not insolvent (as defined in 11 U.S.C. § 101(32)), (2) is able to pay and intends to pay its debts as they mature and (3) does not have unreasonably small capital to engage in the business in which it is engaged and proposes to engage. Seller does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. Seller is not transferring any Mortgage Loans with any intent to hinder, delay or defraud any Person.

(iv)No Broker. The Seller has not dealt with any broker, investment banker, agent, or other person, except for the Purchaser, who may be entitled to any commission or compensation in connection with the sale of Participation Certificates pursuant to this Agreement.

(v)Performance. Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform, and Seller intends to perform, each and every covenant that it is required to perform under this Agreement and the other Program Documents.

(vi)Organization and Good Standing; Subsidiaries. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction under which it was organized, has full legal power and authority to own its property and to carry on its business as currently conducted, and is duly qualified as a foreign entity to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on the business, operations, assets or financial condition of Seller. For the purposes hereof, good standing shall include qualification for any and all licenses and payment of any and all taxes required in the jurisdiction of its organization and in each jurisdiction in which Seller transacts business. Seller has no Subsidiaries except those listed in the Pricing Side Letter, as such exhibit has been most recently updated by a revision delivered by Seller to Purchaser. As of the date of this Agreement, with respect to Seller and each such Subsidiary, the Pricing Side Letter correctly states its name as it appears in its articles of formation filed in the jurisdiction of its organization, address, place of organization, each state in which it is qualified as a foreign corporation or entity, and in the case of the Subsidiaries, the percentage ownership (direct or indirect) of Seller in such Subsidiary.

(vii)Financial Condition. The consolidated balance sheets of Seller provided to Purchaser pursuant to Section 10(a)(vi) (and, if applicable, its Subsidiaries) as of the dates of such balance sheets, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the periods ended on the dates of such balance

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sheets heretofore furnished to Purchaser, fairly present in all material respects the financial condition of Seller and its Subsidiaries as of such dates and the results of their operations for the periods ended on such dates. On the dates of such balance sheets, Seller had no known material liabilities, direct or indirect, fixed or contingent, matured or unmatured, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against on, said balance sheets and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Seller except as heretofore disclosed to Purchaser in writing. Said financial statements were prepared in accordance with GAAP and applied on a consistent basis throughout the periods involved. Since the date of the balance sheet most recently provided, there has been no Material Adverse Effect, nor is Seller aware of any state of facts particular to Seller that (with or without notice or lapse of time or both) could reasonably be expected to result in any such Material Adverse Effect.

(viii)No Conflict. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor compliance with its terms and conditions, shall conflict with or result in the breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than Liens created pursuant to this Agreement and the other Program Documents) of any nature upon the properties or assets of Seller under, any of the terms, conditions or provisions of Seller’s organizational documents, or any material mortgage, indenture, deed of trust, loan or credit agreement or other material agreement or material instrument to which Seller is now a party or by which it is bound (other than this Agreement).

(ix)Authority and Capacity. Seller has all requisite power, authority and capacity to enter into this Agreement and each other Program Document and to perform the obligations required of it hereunder and thereunder. This Agreement and all of the Program Documents constitute a valid and legally binding agreement of Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, conservatorship and similar laws, and by equitable principles. No consent, approval, authorization, license or order of or registration or filing with, or notice to, any Governmental Authority is required under any Requirement of Law before the execution, delivery and performance of or compliance by Seller with this Agreement or any other Program Document or the consummation by Seller of any transaction contemplated thereby, except for those that have already been obtained by Seller, and the filings and recordings in respect of the Liens created pursuant to this Agreement and the other Program Documents. If Seller is a depository institution, this Agreement is a part of, and will be maintained in, Seller’s official records.

(x)Approved Company. Seller currently holds all approvals, authorizations and other licenses from the Takeout Buyer and the Agencies required under the Agency Guides (or otherwise) to originate, purchase, hold, service and sell Mortgage Loans of the types to be transferred hereunder.

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(xi)Reserved.

(xii)Reserved.

(xiii)Reserved.

(xiv)No Potential Servicing Termination Event. No Potential Servicing Termination Event or Servicing Termination Event has occurred and is continuing.

(xv)Litigation; Compliance with Laws. There is no litigation pending or, to Seller’s knowledge threatened, that could reasonably be expected to cause a Material Adverse Effect or that could reasonably be expected to materially and adversely affect the Participation Certificates, Mortgage Loans or Agency Securities transferred or to be transferred pursuant to this Agreement, taken as a whole. Seller has not violated any Requirement of Law applicable to Seller that, if violated, would materially and adversely affect the Participation Certificates, Mortgage Loans or Agency Securities to be transferred pursuant to this Agreement, taken as a whole, or could reasonably be expected to have a Material Adverse Effect.

(xvi)Tax Returns and Payments. All federal, state and local income, excise, property and other tax returns required to be filed with respect to Seller’s operations and those of its Subsidiaries in any jurisdiction have been filed on or before the due date thereof (plus any applicable extensions); all such returns are true and correct in all material respects; all taxes, assessments, fees and other governmental charges upon Seller, and Seller’s Subsidiaries and upon their respective properties, income or franchises, that are, or should be shown on such tax returns to be, due and payable have been paid, including all Federal Insurance Contributions Act (FICA) payments and withholding taxes, if appropriate, other than those that are being contested in good faith by appropriate proceedings, diligently pursued and as to which Seller has established adequate reserves determined in accordance with GAAP, consistently applied. The amounts reserved, as a liability for income and other taxes payable, in the financial statements described in Section 10(a)(vi) are sufficient for payment of all unpaid federal, state and local income, excise, property and other taxes, whether or not disputed, of Seller and its Subsidiaries, accrued for or applicable to the period and on the dates of such financial statements and all years and periods prior thereto and for which Seller and Seller’s Subsidiaries may be liable in their own right or as transferee of the assets of, or as successor to, any other Person.

(xvii)Investment Company Act. Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xviii)Participation Certificates.

(A)The Seller has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan that is subject to a Participation Certificate to any other Person (other than Purchaser), and immediately prior to the sale of the

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related Participation Certificate to the Purchaser, the Seller was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to the Purchaser hereunder.

(B)The provisions of this Agreement are effective to either constitute a sale of the Participation Certificate and the beneficial interest in the Mortgage Pool to the Purchaser or to create in favor of the Purchaser a valid security interest in all right, title and interest of the Seller in, to and under the Mortgage Pool related to such Participation Certificate.

(xix)Place of Business and Formation. As of the date of this Agreement, the principal place of business of Seller is located at the address set forth for Seller in Section 16. As of the date of this Agreement, and during the four (4) months immediately preceding that date, the chief executive office of Seller and the office where it keeps its financial books and records relating to its property and all contracts relating thereto and all accounts arising therefrom is and has been located at the address set forth for Seller in Section 16. As of the date hereof, Seller’s jurisdiction of organization is the state specified in Section 16.

(xx)Reserved.

(xxi)Reserved.

(xxii)Statements Made. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of Seller to Purchaser in connection with the negotiation, preparation or delivery of this Agreement and the other Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of Seller to Purchaser in connection with this Agreement and the other Program Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to a Responsible Officer that, after due inquiry, could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Purchaser for use in connection with the transactions contemplated hereby or thereby.

(xxiii)ERISA. All plans (“Plans”) of a type described in Section 3(3) of ERISA in respect of which Seller or any Subsidiary of Seller is an “employer,” as defined in Section 3(5) of ERISA, are in substantial compliance with ERISA, and none of such Plans is insolvent or in reorganization, has an accumulated or waived funding deficiency within the meaning of Section 412 of the Code, and neither Seller nor any Subsidiary of

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Seller has incurred any material liability (including any material contingent liability) to or on account of any such Plan pursuant to Sections 4062, 4063, 4064, 4201 or 4204 of ERISA. No proceedings have been instituted to terminate any such Plan, and no condition exists that presents a material risk to Seller or a Subsidiary of Seller of incurring a liability to or on account of any such Plan pursuant to any of the foregoing Sections of ERISA. As of the date of this Agreement, no material liability exists with respect to any Plan in which Seller, any Subsidiary of Seller is an “employer”, or any trust forming a part thereof, that has been terminated since December 1, 1974.

(xxiv)Agency Approvals. Seller (and each subservicer) is approved by GNMA as an approved issuer, Fannie Mae as an approved lender, Freddie Mac as an approved seller/servicer (as the case may be) and by FHA as an approved mortgagee and by VA as an approved VA lender, in each case in good standing (such collective approvals and conditions, “Agency Approvals”), with no event having occurred or Seller (or any subservicer) having any reason to reasonably believe or suspect will occur prior to the issuance of the Agency Security, including without limitation a change in insurance coverage which would either make Seller (or any subservicer) unable to comply with the eligibility requirements for maintaining all such Agency Approvals. Should Seller (or any subservicer), for any reason, cease to possess all such Agency Approvals, Seller shall so notify Purchaser promptly in writing. Notwithstanding the preceding sentence, Seller shall take all necessary action to maintain all of its (and each subservicer’s) Agency Approvals at all times during the term of this Agreement and each outstanding Transaction. Seller (and any subservicer) has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of residential mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.

(xxv)No Reliance. The Seller has made its own independent decisions to enter into the Program Documents and each transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. The Seller is not relying upon any advice from Purchaser as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.

(xxvi)Plan Assets. The Seller is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Mortgage Loans are not “plan assets” within the meaning of 29 CFR §2510.3-101 in Seller’s hands.

(xxvii)Anti-Money Laundering Laws. Seller and its Affiliates each complies with all Anti-Money Laundering Laws applicable to it and its agents.

(xxviii)Anti-Corruption Laws and Sanctions. Seller has implemented and maintains in effect policies and procedures designed to ensure compliance by Seller, its Subsidiaries and their respective directors, members, managers, officers, employees and

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agents with Anti-Corruption Laws and applicable Sanctions, and Seller, its Subsidiaries and their respective directors, members, managers, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. Neither Seller, any of its Subsidiaries nor any of their respective directors, members, managers, officers or employees or agents that will act in any capacity in connection with or benefit from the mortgage warehousing facility established hereby, is a Sanctioned Person. No use of proceeds of any Transaction nor any other transaction contemplated by the Program Documents will violate Anti-Corruption Laws or applicable Sanctions.

(xxix)Eligibility of Custodian. The Custodian is an eligible custodian under the Agency Guide and Agency Program.

(xxx)Takeout Commitment. Any related Takeout Commitment constitutes a valid, binding and enforceable mandatory delivery commitment by a Takeout Buyer to purchase on the Settlement Date and at a given Takeout Price the principal amount of the Agency Security described therein.

(b)Seller hereby represents and warrants to Purchaser with respect to each Mortgage Loan and the related Mortgage Pool, in each case to the extent subject to a Participation Certificate, as of the relevant Purchase Date and Cut-off Date as follows; provided to the extent that the Cut-off Date is a date following the Purchase Date and any facts or circumstances which did not exist on the Purchase Date shall occur subsequent to the Purchase Date that would render any such representation and warranty materially false if made as of the Cut-off Date, Seller shall have no liability for a breach of such representation and warranty made as of such Cut-off Date:

(i)Agency Eligibility. Each such Mortgage Loan is an Agency Eligible Mortgage Loan.

(ii)Mortgage Loan Schedule. The Mortgage Loan Schedule contains a complete listing and schedule of such Mortgage Loans, and the information contained on such Mortgage Loan Schedule is accurate and complete in all material respects.

(iii)Agency Representations. As to both such Mortgage Pool and each such Mortgage Loan, all of the representations and warranties made or deemed made respecting same contained in (or incorporated by reference therein) the relevant Agency Guide provisions and Agency Program (collectively, the “Standard Agency Mortgage Loan Representations”) are (and shall be as of all relevant dates) true and correct in all material respects; and except as may be expressly and previously disclosed to Purchaser, Seller has not negotiated with the Agency any exceptions or modifications to such Standard Agency Mortgage Loan Representations.

(iv)Aggregate Principal Balance. The Cut-off Date Principal Balance respecting such Mortgage Pool shall be at least equal to the Agency Security Face Amount for the Agency Security designated to be issued.

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(c)In the event any of Seller’s representations or warranties set forth in Section 10(b) are materially breached or determined by either party not to be accurate in any material respect (each a “Breach”), if such Breach can be cured by action of Seller, Seller may attempt to cure such Breach. If such Breach is not cured within [***] of the occurrence of such Breach, Purchaser at its sole election shall be entitled by notice to Seller to immediately require Seller (i) to purchase the Mortgage Loans which are subject to such Breach (the “Deficient Mortgage Loans”); and (ii) if such Breach relates to any of the representations made pursuant to Section 10(b) and the aggregate principal balance of the Deficient Mortgage Loans, when deducted from the Cut-off Date Principal Balance, would result in a remaining Mortgage Pool principal balance insufficient to support the issuance of an Agency Security to satisfy the Takeout Commitments taken as a whole, to purchase the Deficient Mortgage Loans and, if further elected by Purchaser, to take and accept reassignment to Seller of all of the related Takeout Commitments, in both (i) and (ii) above at the Repurchase Price for the Deficient Mortgage Loans.

At the time of repurchase, the Purchaser and the Seller shall arrange for the reassignment of the Deficient Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Custodian relating to the Deficient Mortgage Loan. In the event of a repurchase, the Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the Deficient Mortgage Loan from this Agreement.

In addition to such repurchase the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, including, without limitation, legal fees and related costs, judgment, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Seller representations and warranties contained in Section 10(b) or enforcement of this provision hereunder. It is understood and agreed that the obligations of the Seller set forth in this Section 9 to cure or repurchase a Deficient Mortgage Loan and to indemnify the Purchaser as provided in this Section 9 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties.

The representations and warranties set forth in this Agreement shall survive transfer of the Participation Certificates to Purchaser and shall continue for so long as the Participation Certificates are subject to this Agreement. Any cause of action against the Seller relating to or arising out of the Breach of any of the representations and warranties made in this Section 9 shall accrue as to any Mortgage Loan upon (i) discovery of such Breach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such Breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with this Agreement.

Section 10.Covenants of Seller.

(a)On and as of the date of this Agreement and each Purchase Date and each day until this Agreement is no longer in force, the Seller covenants as follows:

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(i)Maintenance of Existence; Conduct of Business. Seller shall preserve and maintain its existence in good standing and all of its rights, privileges, licenses and franchises necessary in the normal conduct of its business, including its eligibility as lender, seller/servicer and issuer described under Section 9(a)(x) and shall make no material change in the nature or character of its business or engage in any business substantially different from the loan origination and servicing business in which it is engaged on the date of this Agreement. Seller will not make any material change in its accounting treatment and reporting practices except as required by GAAP. Seller will remain a member of MERS in good standing.

(ii)Compliance with Applicable Laws. Seller shall comply with all Requirements of Law, a breach of which would, or could reasonably be expected to, affect, as a whole in a materially adverse manner, the Participation Certificates, Mortgage Loans or Agency Securities to be transferred pursuant to this Agreement, or that could reasonably be expected to result in a Material Adverse Effect, in each case except where contested in good faith and by appropriate proceedings and with adequate book reserves determined in accordance with GAAP, consistently applied, established therefor. Seller shall comply in all material respects with all Requirements of Law applicable to it. Without limiting the foregoing, Seller shall comply in all material respects with all applicable (1) Agency Guides, (2) Privacy Requirements, including the GLB Act and Safeguards Rules promulgated thereunder, (3) consumer protection laws and regulations, (4) licensing and approval requirements applicable to Seller’s origination of Mortgage Loans and (5) other laws and regulations referenced in the definition of “Requirement(s) of Law”.

(iii)Taxes. Seller shall pay and discharge or cause to be paid and discharged all taxes, assessments and governmental charges or levies imposed upon Seller or upon its income, receipts or properties, before the same shall become past due, as well as all lawful claims for labor, materials or supplies or otherwise that, if unpaid, might become a Lien upon such properties or any part thereof; provided that Seller shall not be required to pay obligations, taxes, assessments or governmental charges or levies or claims for labor, materials or supplies for which Seller shall have obtained an adequate bond or adequate insurance or that are being contested in good faith and by proper proceedings that are being reasonably and diligently pursued, if such proceedings do not involve any likelihood of the sale, forfeiture or loss of any such property or any interest therein while such proceedings are pending and if adequate book reserves determined in accordance with GAAP, consistently applied, are established therefor.

(iv)Notices. Seller will promptly notify Purchaser of the occurrence of any of the following and shall provide such additional documentation and cooperation as Purchaser may request with respect to any of the following:

(A)any change in the business address and/or telephone number of Seller;

(B)any merger, consolidation or reorganization of Seller;

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(C)Seller’s creation, formation or acquisition of any Subsidiary;

(D)reserved;

(E)reserved;

(F)any change of the name or jurisdiction of organization of Seller;

(G)reserved;

(H)Seller’s incurring Indebtedness other than the following:

a.Seller’s obligations under this Agreement and the other Program Documents;

b.Seller’s existing Indebtedness, or Seller’s existing guaranties of its Subsidiaries’ or any other Persons’ indebtedness, described in the Pricing Side Letter at current levels;

c.Seller’s and its Subsidiaries’ obligations under other Available Warehouse Facilities;

d.obligations to pay taxes;

e.liabilities for accounts payable, non-capitalized equipment or operating leases and similar liabilities, but only if incurred in the ordinary course of business;

f.accrued expenses, deferred credits and loss contingencies that are properly classified as liabilities under GAAP;

g.credit or warehouse, early purchase, repurchase or similar facilities for the financing of its Mortgage Loans;

h.capital lease obligations or purchase money debt of Seller or any of its Subsidiaries for fixed or capital assets incurred in the ordinary course of business;

i.other Indebtedness not exceeding [***] in the aggregate at any time outstanding; and

j.guaranties of Indebtedness incurred by a Subsidiary for credit or warehouse, early purchase, repurchase or similar facilities to finance its investment in Mortgage Loans;

(I)Seller’s guaranteeing obligations of any other Person except Indebtedness incurred by a Subsidiary for credit or warehouse, early purchase,

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repurchase or similar facilities to finance its investment in residential mortgage loans;

(J)any material adverse change in the financial position of Seller, Seller and its Subsidiaries taken as a whole;

(K)receipt by Seller of notice from the holder of any of its Indebtedness of any alleged default in respect of Indebtedness of [***] or more;

(L)the filing of any petition, claim or lawsuit against Seller or any Subsidiary of Seller that could reasonably be expected to have a Material Adverse Effect;

(M)the initiation of any investigations, audits, examinations or reviews of Seller or any Subsidiary of Seller by any Agency or Governmental Authority relating to the origination, sale or servicing of Mortgage Loans by Seller or any Subsidiary of Seller or the business operations of Seller, any Subsidiary of Seller (with the exception of routine and normally scheduled audits or examinations by the regulators of Seller or any Subsidiary of Seller), in each case, provided that Seller or such Subsidiary is not prohibited by either any Requirement of Law or any agreement with such Agency or Governmental Authority from disclosing the fact of the investigation, audit, examination or review;

(N)the occurrence of any actions, inactions or events upon which an Agency may, in accordance with Agency Guides, disqualify or suspend Seller or any Subsidiary of Seller as a seller or servicer, including (if Seller is or becomes a Freddie Mac-approved seller or servicer) those events or reasons for disqualification or suspension enumerated in Chapter 5 of the Freddie Mac Single Family Seller/Servicer Guide and (if Seller is or becomes a Fannie Mae-approved seller or servicer) any breach of Seller’s “Lender Contract” (as defined in the Fannie Mae Single Family 2010 Selling Guide) with Fannie Mae including the breaches described or referred to in Section A2-3, 1-01 “Lender Breach of Contract” of the Fannie Mae Single Family 2010 Selling Guide;

(O)the filing, recording or assessment of any federal, state or local tax Lien in excess of [***] against Seller or any of its assets;

(P)the occurrence of any Potential Servicing Termination Event or Servicing Termination Event hereunder;

(Q)the suspension, revocation or termination of any licenses or eligibility as described under Section 9(a)(x) of Seller or any Subsidiary of Seller;

(R)any other action, event or condition of any nature that could reasonably be expected to result in a Material Adverse Effect or that, with or without notice or lapse of time or both, will constitute a default under any other

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material agreement, instrument or indenture to which Seller is a party or to which its properties or assets may be subject;

(S)any alleged breach by Purchaser of any provision of this Agreement or of any of the other Program Documents of which Seller has actual knowledge; provided that the failure to give the notice required by this Section 10 shall not constitute a Servicing Termination Event;

(T)promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Program Document) on, or claim asserted against, any of the Mortgage Pool that is subject to a Participation Certificate;

(U)reserved;

(V)promptly, but no later than [***] after the Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to a Takeout Buyer (whole loan or securitization) and rejected for purchase by such Takeout Buyer.

(v)Disposition; Liens. Except as contemplated or permitted by this Agreement, the Seller shall not cause any Mortgage Pool to be sold, pledged, assigned or transferred; nor shall the Seller create, incur, assume or suffer to exist any mortgage, pledge, Lien, charge or other encumbrance of any nature whatsoever on any Mortgage Pool, whether real, personal or mixed, now or hereafter owned, other than Liens in favor of the Purchaser;

(vi)Financial Statements and Other Reports. Seller shall deliver or cause to be delivered to Purchaser:

(A)as soon as available and in any event not later than thirty (30) days after the end of each calendar month, consolidated statements of income and retained earnings of Seller and Seller’s Subsidiaries for the immediately preceding month, and related consolidated balance sheet as of the end of the immediately preceding month, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis, and certified as to the fairness of presentation by the chief financial officer, chief accounting officer or controller of Seller, excluding, however, normal year-end audit adjustments;

(B)as soon as available and in any event not later than ninety (90) days after Seller’s fiscal year end, consolidated statements of income, retained earnings and cash flows of Seller and Seller’s Subsidiaries for the preceding fiscal year, the related consolidated balance sheet as of the end of such year, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, and accompanied by an opinion (without a

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“going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) prepared by Ernst & Young, another accounting firm reasonably satisfactory to Purchaser or other independent certified public accountants of nationally recognized standing selected by Seller, each stating that said financial statements fairly present in all material respects the financial condition, cash flows and results of operations of Seller and Seller’s Subsidiaries as of the end of, and for, such year;

(C)simultaneously with the furnishing of each of the financial statements to be delivered pursuant to subsections (A) and (B) above, a certificate in the form of Exhibit C to the Master Repurchase Agreement and certified by the chief financial officer, chief accounting officer or controller of the Seller; provided that delivery of such certificate under the Master Repurchase Agreement shall satisfy delivery under this Agreement so long as the Master Repurchase Agreement is in full force and effect;

(D)photocopies or electronic copies of any Form S-1 and all regular or periodic financial and other reports, if any, that Seller shall file with the SEC (other than routine corporate or organizational filings), not later than [***] after filing;

(E)photocopies or electronic copies of any audits completed by any Agency of Seller, any Subsidiary of Seller, unless such disclosure is prohibited by such Agency, not later than [***] after receiving such audit;

(F)with reasonable promptness following Purchaser’s request for them, photocopies or electronic copies of any regular or periodic financial and other reports (other than routine tax and corporate or organizational filings) that Seller shall have filed with any Governmental Authority other than the SEC;

(G)as soon as available and in any event not later than one hundred twenty (120) days after the fiscal year end, statements of income, retained earnings and cash flows of each Subsidiary of Seller for the preceding fiscal year and the related balance sheet as of the end of such year, all in reasonable detail and each of which may be prepared by the Seller or such Subsidiary;

(H)Seller will furnish to Purchaser monthly electronic Mortgage Loan performance data, including, without limitation, delinquency reports and volume information, broken down by product (i.e., delinquency, foreclosure and net charge-off reports), as well as a summary of the portfolio performance on a rolling monthly period stratified by percentage repurchase demands for: representation breaches, missing document breaches, repurchases due to fraud, early payment default requests, summarized on the basis of (a) pending repurchase demands (including weighted average duration of outstanding request), (b) satisfied repurchase demands, (c) total repurchase demands;

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(I)Seller will furnish a monthly mortgage loan production report reflecting the Seller’s monthly mortgage loan production and acquisition volumes, as well as its mortgage loan pipeline; and

(J)promptly, from time to time, such other information regarding the business affairs, operations and financial condition of the Seller, as the Purchaser may reasonably request.

(vii)Inspection of Properties and Books. Seller shall permit authorized representatives of Purchaser to (i) discuss the business, operations, assets and financial condition of Seller and Seller’s Subsidiaries with their officers and designated employees and to examine their books of account, records, reports and other papers and make copies or extracts thereof, (ii) inspect Seller’s Mortgage Files and Servicing Files relating to Mortgage Loans that are subject to Participation Certificates and all related information and reports, and (iii) audit Seller’s operations to ensure compliance with the terms of the Program Documents, the GLB Act and other privacy laws and regulations, all at such reasonable times as Purchaser may request. Unless a Potential Servicing Termination Event or a Servicing Termination Event has occurred and is continuing (in which event Purchaser shall have no obligation whatsoever to give Seller advance notice), Purchaser will give Seller reasonable advance notice of each such audit, inspection or visit. Seller shall reimburse Purchaser for out-of-pocket expenses reasonably incurred in connection with only one such audit, inspection or visit during any twelve (12) month period, and for out-of-pocket expenses reasonably incurred in connection with each such audit, inspection or visit, if any, undertaken when a Potential Servicing Termination Event or a Servicing Termination Event exists. Seller will provide its accountants with a photocopy of this Agreement promptly after Purchaser notifies Seller that Purchaser wishes to discuss the financial condition or affairs of Seller and Seller’s Subsidiaries with such accountants and will instruct its accountants to answer candidly any and all questions that the officers of Purchaser or any authorized representatives of Purchaser may address to them in reference to the financial condition or affairs of Seller and Seller’s Subsidiaries. Seller may have its representatives in attendance at any meetings between the officers or other representatives of Purchaser and Seller’s accountants held in accordance with this authorization.

(viii)Reimbursement of Expenses. On the date of execution of this Agreement, the Seller shall reimburse the Purchaser for all Expenses incurred by the Purchaser on or prior to such date. From and after such date, the Seller shall promptly reimburse the Purchaser for all Expenses within [***] of the receipt of invoices therefor.

(ix)Further Assurances. Seller agrees to do such further acts and things and to execute and deliver to Purchaser such additional assignments, acknowledgments, agreements, powers and instruments as are reasonably required by Purchaser to carry into effect the intent and purposes of this Agreement and the other Program Documents, to perfect the interests of Purchaser in the Collateral or to better assure and confirm unto Purchaser its rights, powers and remedies hereunder and thereunder.

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(x)True and Correct Information. All information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of Seller to Purchaser in connection with the negotiation, preparation or delivery of this Agreement and the other Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not and shall not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

(xi)Reserved.

(xii)Financial Condition Covenants. The Seller shall comply with the financial condition covenants set forth in the Master Repurchase Agreement, which such financial condition covenants shall be incorporated by reference herein mutatis mutandis, and such financial condition covenants shall continue to bind Seller hereunder in the event that the Master Repurchase Agreement is terminated.

(xiii)Insurance. Seller shall maintain at no cost to Purchaser (a) errors and omissions insurance or mortgage impairment insurance and blanket bond coverage, with such companies and in such amounts as to satisfy the requirements of prevailing Agency Guides applicable to a qualified mortgage originating institution, and shall cause Seller’s policy to be endorsed with the Blanket Bond Required Endorsement and (b) liability insurance and fire and other hazard insurance on its properties, with responsible insurance companies, in such amounts and against such risks as is customarily carried by similar businesses operating in the same vicinity. Photocopies of such policies shall be furnished to Purchaser at no cost to Purchaser upon Seller’s obtaining such coverage or any renewal of or modification to such coverage.

(xiv)Reserved.

(xv)Reserved.

(xvi)Reserved.

(xvii)Limits on Distributions. Other than Permitted Tax Distributions or stock dividends, both of which are unrestricted and may be declared, made or paid at any time, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend or distribution, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of Purchaser, if [***] shall have occurred and be continuing, in which case, Purchaser’s consent may be granted or withheld in Purchaser’s sole discretion.

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(xviii)Disposition of Assets; Liens. Seller shall (i) cause any of the Mortgage Loans or Participation Certificates to be sold, pledged, assigned or transferred except in compliance with the applicable Program Documents or (ii) create, incur, assume or suffer to exist any mortgage, pledge, Lien, charge or other encumbrance of any nature whatsoever on any of the Mortgage Loans or Participation Certificates, whether real, personal, or mixed, now or hereafter owned, other than Liens in favor of Buyer.

(xix)Transactions with Affiliates. Seller will not enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not prohibited under this Agreement and (b) in the ordinary course of Seller’s business and upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate; provided that this Section 10(a)(xix) shall not prohibit any Subsidiary of Seller from making any dividend or distribution to Seller or Seller from making any dividend or distribution permitted under Section 10(xvii).

(xx)Mergers, Acquisitions, Subsidiaries. Without the prior written consent of Purchaser, Seller will not consolidate or merge with or into any entity (unless Seller is the surviving entity and any of Seller’s Subsidiaries may merge with or into Seller). Seller shall not create, form or acquire any Subsidiary not listed in the Pricing Side Letter, unless (i) such Subsidiary engages only in the loan origination, loan servicing, loan escrow or settlement business or a closely related business or a business incidental to the foregoing and (ii) Seller has given Purchaser notice of such creation, formation or acquisition as and when required under Section 10(a)(iv)(C) of this Agreement.

(xxi)Reserved.

(xxii)Agency Approvals; Servicing. The Seller shall maintain its Agency Approvals. Should the Seller, for any reason, cease to possess all such applicable Agency Approvals to the extent necessary, the Seller shall so notify Purchaser promptly in writing.

(xxiii)Reserved.

(xxiv)Takeout Commitment. On a timely basis, as required by the Good Delivery standards, Seller shall deliver to Purchaser all pool information relating to each Agency Security referred to in a Takeout Commitment that has been assigned to Purchaser.

(xxv)Reserved.

(xxvi)Treatment as Sale. Under GAAP and for federal income tax purposes, Seller will report each sale of a Participation Certificate to Purchaser as a sale of the ownership interest in the Mortgage Loans evidenced by the Participation Certificate. It is understood that, in making an independent decision to enter into the Transactions

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contemplated hereby, Seller has obtained such independent legal, tax, financial, regulatory and accounting advice as it deems necessary in order to determine the effect of any Transaction on Seller, including but not limited to the accounting treatment of such Transaction. It is further understood that Purchaser has not provided, and Seller has not relied on Purchaser for, any legal, tax, financial, regulatory or accounting advice in connection with entering into any Transaction. It is further understood that Purchaser makes no representation or warranty as to the accuracy or appropriateness of any determination by Seller and its independent legal, tax, financial, regulatory and accounting advisers with respect to the effect of any Transaction on Seller.

(xxvii)Cooperation. Seller shall, upon request of Purchaser, promptly execute and deliver to Purchaser all such other and further documents and instruments of transfer, conveyance and assignment, and shall take such other action Purchaser may require more effectively to transfer, convey, assign to and vest in Purchaser and to put Purchaser in possession of the property to be transferred, conveyed, assigned and delivered hereunder and otherwise to carry out more effectively the intent of the provisions under this Agreement.

(xxviii)Delivery of Mortgage Loans. Seller shall deliver Mortgage Loans in sufficient quantity and Outstanding Principal Balance to enable Purchaser to consummate the sale or swap as contemplated under the related Takeout Commitment. Should Seller fail to deliver Mortgage Loans in sufficient quantity and Outstanding Principal Balance, Seller shall indemnify Purchaser for any and all losses sustained by Purchaser arising out of the related Takeout Commitment.

(xxix)MERS. Seller will remain a member of MERS in good standing. Seller has listed Purchaser in “interim funder” field on the MERS System with respect to each Mortgage Loan and no other Person shall be identified in the field designated “interim funder”.

Section 11.Term.

(a)This Agreement shall continue in effect until the earliest of (i) the Business Day, if any, that Seller designates as the termination date by written notice given to the Purchaser at least thirty (30) days before such date, (ii) the Business Day, if any, that Purchaser designates as the termination date by written notice given to Seller at least [***] before such date, (iii) October 30, 2025 and (iv) at Purchaser’s option, upon the occurrence of a Servicing Termination Event; provided, however, that no termination will affect the obligations hereunder as to any Transaction then outstanding. A Transaction shall be deemed “outstanding” (each, an “Outstanding Transaction”) during the period commencing on the effective date of such Transaction and continuing until the later of (i) the date of the expiration (or early termination) of the relevant Interim Servicing Period and (as applicable) the effective transfer of Servicing Rights to a Designated Servicer or (ii) the expiration of the time period for the exercise of Purchaser’s rights and remedies pursuant to subclause (v) of the definition of “Transaction”. Notwithstanding the foregoing or any other provision of this Agreement, Seller’s liability for

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Purchaser’s claims for damages hereunder and liability for Seller’s indemnities, representations and warranties contained herein shall survive any termination of this Agreement.

(b)Upon the occurrence and continuance of a Servicing Termination Event or an Event of Default (as defined in the Master Repurchase Agreement), Purchaser may terminate this Agreement.

Section 12.Exclusive Benefit of Parties; Assignment.

This Agreement is for the exclusive benefit of the parties hereto and their respective successors and permitted assigns and (except as provided in the next sentence) shall not be deemed to give any legal or equitable right to any other person. Seller expressly agrees that Purchaser (or any of its permitted assigns) and any Designated Servicer shall be intended third party beneficiaries under this Agreement. Except as expressly provided herein, this Agreement may not be assigned by Seller or duties hereunder delegated without the prior written consent of Purchaser. This Agreement may not be assigned by Purchaser without the prior written consent of Seller, unless (i) such assignment is to an Affiliate of Purchaser, or (ii) a Potential Servicing Termination Event or a Service Termination Event has occurred and is continuing.

Section 13.Amendment; Waivers.

This Agreement may be amended from time to time only by written agreement of Seller and Purchaser. Any forbearance, failure, or delay by Purchaser in exercising any right, power or remedy hereunder shall not be deemed to be a waiver thereof, and any single or partial exercise by Purchaser of any right, power or remedy hereunder shall not preclude the further exercise thereof. Every right, power and remedy of Purchaser shall continue in full force and effect until specifically waived by Purchaser in writing.

Section 14.Effect of Invalidity of Provisions.

In case any one or more of the provisions contained in this Agreement should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

Section 15.Governing Law; Waiver of Jury Trial.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, which is the place of the making of this Agreement, without regard to conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law). EACH OF SELLER AND PURCHASER HEREBY:

SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE

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GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

CONSENTS THAT ANY SUCH ACTION OR PROCEEDING (INCLUDING ANY BROUGHT AGAINST ANY SUBSERVICER) MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH ON SCHEDULE 1 HERETO OR AT SUCH OTHER ADDRESS OF WHICH EACH OTHER PARTY HERETO SHALL HAVE BEEN NOTIFIED IN WRITING; PROVIDED THAT, AT THE TIME OF SUCH MAILING AN ELECTRONIC COPY OF SUCH SERVICE OF PROCESS IS ALSO SENT BY ELECTRONIC MAIL TO THE PERSONS SPECIFIED IN THE ADDRESS FOR NOTICES FOR SUCH PARTY ON SCHEDULE I HERETO (OR SUCH OTHER PERSONS OF WHICH THE OTHER PARTIES HERETO SHALL HAVE BEEN NOTIFIED);

AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROGRAM DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 16.Notices.

Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein (including without limitation any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including without limitation by electronic mail) delivered to the intended recipient at the “Address for Notices” specified below its name on Schedule 1 hereto); or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise provided in this Agreement all such communications shall be deemed to have been duly given when transmitted by email or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid. In all cases, to the

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extent that the related individual set forth in the respective “Attention” line is no longer employed by the respective Person, such notice may be given to the attention of a Responsible Officer of the respective Person or to the attention of such individual or individuals as subsequently notified in writing by a Responsible Officer of the respective Person.

Section 17.Execution in Counterparts.

This Agreement may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Counterparts may be delivered electronically. Facsimile, documents executed, scanned, and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Agreement, any addendum, or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed, or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act, and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.

Section 18.Confidentiality.

(a)Confidential Terms. The parties hereto hereby acknowledge and agree that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Program Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any Person without the prior written consent of such other party except to the extent that (i) such Person is an Affiliate, Subsidiary, division or parent holding company of a party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a party or such Affiliate, division or parent holding company, provided such recipients are advised of the confidential nature of the Confidential Terms, (ii) in such party’s opinion, it is necessary to do so in working with legal counsel or auditors (provided such recipients are advised of the confidential nature of the Confidential Terms), taxing authorities or other governmental agencies or regulatory bodies (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state laws or regulations, (iii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iv) in the event of a Potential Servicing Termination Event or a Servicing Termination Event, Purchaser reasonably determines such information to be necessary

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or desirable to disclose in connection with the marketing and sales of the Mortgage Loans and Participation Certificates or otherwise to enforce or exercise Purchaser’s rights hereunder, (v) to the extent Purchaser deems it necessary or appropriate to disclose it to Custodian or in connection with an assignment or participation under Section 12 or in connection with any hedging transaction related to Mortgage Loans, provided such recipients are advised of the confidential nature of the Confidential Terms, or (vi) Seller may make disclosures related to this Agreement and the other Program Documents as required by the SEC or any federal or state securities laws and Seller may make disclosures related to this Agreement and the other Program Documents to describe to its creditors the facilities provided under the Program Documents so long as pricing information (including the Discount Rate), fees and financial covenant terms related to the Program Documents are given without linking or relating them to Purchaser and in a range which describes such terms for all of Seller’s warehouse facilities generally. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the Transactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the parties hereto may disclose information pertaining to this Agreement routinely provided by arrangers to league table providers, that serve the financing industry; provided that Seller may not disclose (except as provided in clauses (i), (ii), (iii) or (vi) of this Section 18(a)) the name of or identifying information with respect to Purchaser or any pricing terms (including the Discount Rate or other fee) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the Transactions, without the prior written consent of Purchaser. Any Person required to maintain the confidentiality of Confidential Terms as provided in this Section 18(a) shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Confidential Terms as such Person would accord to its own confidential information. The provisions set forth in this Section 18(a) shall survive the termination of this Agreement for a period of one (1) year following such termination.

(b)Privacy of Customer Information.

(i)Seller’s Customer Information in the possession of Purchaser, other than information independently obtained by Purchaser and not derived in any manner from or using information obtained under or in connection with this Agreement, is and shall remain confidential and proprietary information of Seller. Except in accordance with this Section18(b), Purchaser shall not use any Seller’s Customer Information for any purpose, including the marketing of products or services to, or the solicitation of business from, customers, or disclose any Seller’s Customer Information to any Person, including any of Purchaser’s employees, agents or contractors or any third party not affiliated with Purchaser. Purchaser may use or disclose Seller’s Customer Information only to the extent necessary (1) for examination and audit of Purchaser’s activities, books and

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records by Purchaser’s regulatory authorities, (2) to protect or exercise Purchaser’s rights and privileges or (3) to carry out Purchaser’s express obligations under this Agreement and the other Program Documents (including providing Seller’s Customer Information to Takeout Buyers), and for no other purpose; provided that Purchaser may also use and disclose Seller’s Customer Information as expressly permitted by Seller in writing, to the extent that such express permission is in accordance with the Privacy Requirements. Purchaser shall take commercially reasonable steps to ensure that each Person to which Purchaser intends to disclose Seller’s Customer Information, before any such disclosure of information, agrees to keep confidential any such Seller’s Customer Information and to use or disclose such Seller’s Customer Information only to the extent necessary to protect or exercise Purchaser’s rights and privileges, or to carry out Purchaser’s express obligations, under this Agreement and the other Program Documents (including providing Seller’s Customer Information to Takeout Buyers). Purchaser agrees to maintain an information security program and to assess, manage and control risks relating to the security and confidentiality of Seller’s Customer Information pursuant to such program in the same manner as Purchaser does in respect of its own customers’ information, and shall implement the standards relating to such risks in the manner set forth in the Interagency Guidelines Establishing Standards for Safeguarding Company Customer Information set forth in 12 CFR Parts 30, 168, 170, 208, 211, 225, 263, 308 and 364. Without limiting the scope of the foregoing sentence, Purchaser shall use at least the same physical and other security measures to protect all of Seller’s Customer Information in its possession or control as it uses for its own customers’ confidential and proprietary information.

(ii)Seller shall indemnify Purchaser’s Affiliates and Subsidiaries and their respective directors, officers, agents, advisors and employees (each an “Indemnified Party”) against, and hold each of them harmless from, any losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys’ fees and disbursements) suffered or incurred by any Indemnified Party relating to or arising out of Seller’s loss, improper disclosure or misuse of any Seller’s Customer Information not caused by Purchaser’s sole or concurrent gross negligence or willful misconduct.

Section 19.Acknowledgments.

Seller hereby acknowledges that:

(a)it has been advised by counsel in the negotiation, execution and delivery of the Program Documents;

(b)Seller has no fiduciary relationship to Purchaser, and the relationship between Seller and Purchaser is solely that of seller and purchaser; and

(c)no joint venture exists between Seller and Purchaser.

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Section 20.Authorizations. Any of the persons whose signatures and titles appear on Schedule 1 are authorized, acting singly, to act for Seller or Purchaser, as the case may be, under this Agreement.

Section 21.Set-Off. In addition to any rights and remedies of Purchaser hereunder and by law, Purchaser shall have the right, upon any amount becoming due and payable by the Seller hereunder (whether at the stated maturity, by acceleration or otherwise) and provided that a Servicing Termination Event has occurred and is continuing, to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Purchaser or any Affiliate thereof to or for the credit or the account of the Seller. Purchaser shall notify Seller promptly of any such setoff and application made by Purchaser; provided that the failure to give such notice shall not affect the validity of such set off and application or give any rise to any liability of Purchaser.

Section 22.Amendment and Restatement. The parties hereto entered into the Existing Agreement. The parties hereto desire to enter into this Agreement in order to amend and restate the Existing Agreement in its entirety. The amendment and restatement of the Existing Agreement shall become effective on the date hereof, and the parties hereto shall hereafter be bound by the terms and conditions of this Agreement. This Agreement amends and restates the terms and conditions of the Existing Agreement, and is not a novation of any of the agreements or obligations incurred pursuant to the terms of the Existing Agreement. Accordingly, all of the agreements and obligations incurred pursuant to the terms of the Existing Agreement are hereby ratified and affirmed by the parties hereto and remain in full force and effect. All references to the Existing Agreement in any Program Document or other document or instrument delivered in connection therewith shall be, without more, deemed to refer to this Agreement and the provisions hereof. The terms and provisions of the existing Agreement are hereby amended and restated in their entirety by the terms and provisions of this Agreement, and the provisions of this Agreement shall supersede all provisions of the Existing Agreement as of the date hereof.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, Purchaser and Seller have duly executed this Agreement as of the date first above written.

LOANDEPOT.COM, LLC, as Seller

By:
Name:

Title:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Purchaser

By:

Name:
Title:

Signature Page to Amended and Restated Mortgage Loan Participation Sale Agreement

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SCHEDULE 1

SELLER NOTICES


[***]

SELLER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller under this Agreement:

[***]

Schedule 1

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PURCHASER NOTICES

[***]

PURCHASER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for JPMorgan Chase Bank, N.A. under this Agreement.

[***]

Schedule 1

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EXHIBIT A

TAKEOUT ASSIGNMENT

Commitment

___________________________________(“Takeout Investor”)

(Address)

Attention: ___________________________

Gentlemen:

Attached hereto is a correct and complete copy of your confirmation of commitment (the “Commitment”), documenting your purchase of mortgage-backed pass-through securities (“Securities”) under the following trade terms:

Seller:        Pool Type:
Trade Date:        Settlement Date:
Amount:        Purchase Price:
Coupon:        Agency:
Trade Stipulations (if any):        __ (a) Government National Mortgage Association
        __ (b) Federal National Mortgage Association
        __ (c) Federal Home Loan Mortgage Corporation

This is to confirm that (i) the Commitment is in full force and effect, (ii) the Commitment has been assigned to JPMorgan Chase Bank, National Association (“Purchaser”), whose acceptance of such assignment is indicated below, (iii) you will accept delivery of such Securities directly from Purchaser and (iv) you will pay Purchaser for such Securities. Payment will be made “delivery versus payment (DVP)” to Purchaser in immediately available funds. Purchaser shall have the right to require you to fulfill your obligation to purchase the Securities.

Notwithstanding the foregoing, the obligation to deliver the Securities to you shall be that of Seller and your sole recourse for the failure of such delivery shall be against Seller.

Exhibit A-1

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Please execute this letter in the space provided below and send it by email immediately to Purchaser at [***] immediately, with copies to [***] and [***].

Very truly yours,

LOANDEPOT.COM, LLC, as Seller
By:
Title:
Date:

Agreed to:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
By:
Title:
Date:

Agreed to:

TAKEOUT BUYER
By:
Title:
Date:

Exhibit A-2

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EXHIBIT B

MORTGAGE LOAN SCHEDULE DATA FIELDS

[***]

Exhibit B

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EXHIBIT C

[LETTERHEAD OF THE SELLER]

(date)

JPMorgan Chase Bank, National Association
383 Madison Avenue, 8th Floor
New York, New York 10179

Dear Sirs:

The Seller’s wire transfer instructions for purposes of all remittances and payments related to this Agreement are as follows:

[***]

Very truly yours,

loanDepot.com, LLC

By:
Name:
Title:

Exhibit C

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EXHIBIT D

[FORM OF OPINION OF COUNSEL TO THE SELLER]

(date)

[***]

Exhibit D

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EX-10.6 3 exhibit106.htm EX-10.6 Document

Exhibit 10.6

EXECUTION

AMENDMENT NO. 5
TO AMENDED AND RESTATED MORTGAGE LOAN PARTICIPATION SALE AGREEMENT

This Amendment No. 5 to the Amended and Restated Mortgage Loan Participation Sale Agreement, dated as of October 27, 2025 (this “Amendment”), is between JPMorgan Chase Bank, National Association (the “Purchaser”) and loanDepot.com, LLC (the “Seller”).

RECITALS

Accordingly, the parties hereto hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Participation Agreement is hereby amended as follows:

(b)Conditions Precedent to Amendment. This Amendment shall be effective as of the date hereof, subject to the execution and delivery of this Amendment by all parties hereto.

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(d)Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Counterparts may be delivered electronically. Facsimile, documents executed, scanned, and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Amendment and all matters related thereto, with such facsimile, scanned, and electronic signatures having the same legal effect as original signatures. The parties agree that this Amendment, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Amendment may be accepted, executed, or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed, or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have caused their name to be duly signed to this Amendment by their respective officers thereunto duly authorized, all as of the date first above written.

PURCHASER:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By:    /s/ Jason Brand
     Name: Jason Brand
     Title: Executive Director

Signature Page to Amendment No. 5 to Amended and Restated Mortgage Loan Participation Sale Agreement

SELLER:

LOANDEPOT.COM, LLC

By: /s/ David Hayes
Name: David Hayes
Title: CFO

Signature Page to Amendment No. 5 to Amended and Restated Mortgage Loan Participation Sale Agreement

Exhibit A-1

PARTICIPATION AGREEMENT

(Redline)

(See attached)

Exhibit A-1

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AMENDED AND RESTATED

MORTGAGE LOAN PARTICIPATION SALE AGREEMENT

between

LOANDEPOT.COM, LLC,

as Seller,

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Purchaser

November 10, 2022

Exhibit A-1

LEGAL02/47443639v2

TABLE OF CONTENTS

Page


Section 1. Definitions.			1
Section 2. Purchases of Participation Certificates.			15
Section 3. Takeout Commitments.			16
Section 4. Issuance and Delivery of Participation Certificate.			17
Section 5. Mortgage Pool Interim Servicing.			18
Section 6. Seller Covenants Regarding Transfer of Servicing.			25
Section 7. Intent of Parties; Security Interest.			27
Section 8. Conditions Precedent.			28
Section 9. Representations and Warranties.			29
Section 10. Covenants of Seller.			36
Section 11. Term.			45
Section 12. Exclusive Benefit of Parties; Assignment.			46
Section 13. Amendment; Waivers.			46
Section 14. Effect of Invalidity of Provisions.			46
Section 15. Governing Law; Waiver of Jury Trial.			46
Section 16. Notices.			47
Section 17. Execution in Counterparts.			48
Section 18. Confidentiality.			48
Section 19. Acknowledgments.			50
Section 20. Authorizations.			51
Section 21. Set-Off			51
Section 22. Amendment and Restatement.			51

EXHIBITS

SCHEDULE 1 AUTHORIZATIONS

EXHIBIT A FORM OF TAKEOUT ASSIGNMENT

EXHIBIT B MORTGAGE LOAN SCHEDULE DATA FIELDS

EXHIBIT C SELLER’S WIRE TRANSFER INSTRUCTIONS

EXHIBIT D FORM OF OPINION OF COUNSEL TO THE SELLER

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