Form 4: CEO Bray's COOP Shares Convert in Rocket Merger
Insider Transaction Report (Merger-Related)
Jesse K. Bray's holdings in Maverick Merger Sub 2, LLC (COOP) were converted into Rocket Companies, Inc. stock following a merger.
Summary
- Jesse K. Bray, Chief Executive Officer and Director of Maverick Merger Sub 2, LLC (COOP), reported changes in beneficial ownership due to a merger.
- The merger, effective October 1, 2025, involved Maverick Merger Sub, Inc. merging into COOP, followed by COOP merging into Maverick Merger Sub 2, LLC (the surviving entity).
- Each share of COOP's common stock was converted into the right to receive 11 shares of Class A common stock of Rocket Companies, Inc. ('Rocket Stock').
- Bray disposed of 198,398 shares of COOP Common Stock directly and 633,187 shares indirectly through The Jesse K. Bray Living Trust, with a transaction price of $0 due to the conversion.
- Additionally, 639,930 Performance Stock Units (PSUs) granted by COOP were converted into time-based Restricted Stock Unit (RSU) awards in Rocket Stock, with performance conditions determined prior to the merger.
- Following these transactions, Bray beneficially owns 0 shares of COOP Common Stock and 0 COOP Performance Stock Units.
Sentiment
Score: 5
Explanation: The filing is a factual report of a completed merger-related transaction and does not contain information that would inherently indicate a positive or negative sentiment regarding company performance or future prospects.
Positives
- The completion of the merger indicates a successful strategic transaction for the involved entities.
- Restricted Stock Units and Performance Stock Units were converted into Rocket Stock, maintaining equity interests for the reporting person in the acquiring entity.
Negatives
- The Issuer, Maverick Merger Sub 2, LLC (COOP), ceased to exist as a separate entity following the merger.
Future Outlook
The reporting person's equity interest has been converted into shares of Rocket Companies, Inc., aligning their future financial outlook with that of Rocket.
Management Comments
- No direct quotes from company management are provided in this Form 4 filing, which is a factual report of a transaction.
Industry Context
This filing reflects a completed merger transaction within the financial services sector, specifically involving Rocket Companies, Inc., a prominent player in the mortgage and financial technology industry. Such mergers are common strategies for consolidation, market expansion, or strategic realignment.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director and Chief Executive Officer | Jesse K. Bray (at Maverick Merger Sub 2, LLC [COOP]) | N/A (role at original Issuer ceased with merger) | 10/01/2025 | Merger of the Issuer (Maverick Merger Sub 2, LLC [COOP]) into Maverick Merger Sub 2, LLC, with the latter surviving, effectively ending the role at the original entity. |
Related Party Transactions
- Indirect beneficial ownership of 633,187 shares of Common Stock was held by The Jesse K. Bray Living Trust, which was also converted as part of the merger.
Stakeholder Impact
- Shareholders of Maverick Merger Sub 2, LLC (COOP) had their shares converted into Class A common stock of Rocket Companies, Inc., changing their investment vehicle.
Next Steps
- The reporting person now holds equity in Rocket Companies, Inc., subject to the terms of the converted RSU awards.
Key Dates
| Date | Description |
|---|---|
| 03/31/2025 | Date of Agreement and Plan of Merger between Rocket Companies, Inc., Maverick Merger Sub, Inc., Maverick Merger Sub 2, LLC, and the Issuer. |
| 10/01/2025 | Date of Earliest Transaction (Maverick Effective Time), when the merger became effective and securities were converted. |
| 10/03/2025 | Date the Form 4 was signed by the Attorney-in-Fact for the Reporting Person. |
Keywords
Merger, SEC Form 4, Insider Transaction, Rocket Companies, Maverick Merger Sub 2, Equity Conversion, Restricted Stock Units, Performance Stock Units, Beneficial Ownership
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