Form 4: Mr. Cooper Director's Shares Converted in Rocket Merger

Roy A. Guthrie's beneficial ownership in Mr. Cooper Group Inc. was converted into Rocket Companies stock following a two-step merger as detailed in a Form 4 filing.

Summary

• Roy A. Guthrie, a Director of Mr. Cooper Group Inc. (COOP), reported a change in beneficial ownership.
• The change occurred on October 1, 2025, due to a merger transaction.
• 71,497 shares of Mr. Cooper common stock were disposed of.
• The transaction was made pursuant to an Agreement and Plan of Merger dated March 31, 2025.
• Mr. Cooper Group Inc. merged with and into Maverick Merger Sub 2, LLC, with Maverick Merger Sub 2, LLC surviving.
• Each share of Mr. Cooper common stock was converted into the right to receive 11 shares of Class A common stock of Rocket Companies, Inc., plus cash for fractional shares.
• Following the reported transaction, Roy A. Guthrie beneficially owns 0 shares of Maverick Merger Sub 2, LLC.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed merger transaction, which is neither inherently positive nor negative in the context of a Form 4. It simply documents a change in beneficial ownership as a result of a corporate action.

Positives

• The merger transaction, which was previously announced, has been completed.
• Mr. Cooper shareholders, including the reporting person, received shares of Rocket Companies, Inc., potentially offering exposure to a larger entity.
• The transaction provides a clear conversion ratio for Mr. Cooper shares into Rocket Companies shares (11 Rocket shares per Mr. Cooper share).

Negatives

• Mr. Cooper Group Inc. ceased to exist as a standalone public entity, which may impact investors seeking direct exposure to its previous business model.
• The reporting person no longer holds direct beneficial ownership in the surviving entity, Maverick Merger Sub 2, LLC, or the former Mr. Cooper Group Inc.

Future Outlook

This Form 4 reports a completed transaction and does not contain forward-looking statements or guidance. The future outlook for former Mr. Cooper shareholders is now tied to Rocket Companies, Inc.

Industry Context

This merger represents a significant consolidation event within the U.S. mortgage servicing and financial technology sectors. Such transactions often aim to achieve economies of scale, expand market share, and leverage technological synergies. The integration of Mr. Cooper Group Inc. into Rocket Companies, Inc. could lead to a more dominant player in the mortgage industry, potentially impacting competition and service offerings.

Comparison to Industry Standards

• The conversion of shares in a merger is a standard practice. The specific ratio of 11 shares of Rocket Class A common stock for each Mr. Cooper common stock share reflects the agreed-upon valuation and terms of the merger.
• Comparable mergers in the financial services sector, such as the acquisition of Flagstar Bancorp by New York Community Bancorp or the merger of BB&T and SunTrust to form Truist Financial, often involve similar share exchange mechanisms. The specific valuation (e.g., premium paid) would typically be assessed against industry multiples (e.g., P/E, P/B, price/tangible book value) for mortgage servicers and fintech companies at the time of the merger agreement. This Form 4 does not provide enough detail to perform such a valuation comparison.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders (Mr. Cooper): Received 11 shares of Rocket Companies, Inc. Class A common stock for each Mr. Cooper share, plus cash for fractional shares. Their investment is now tied to Rocket Companies.
• Management/Directors (Mr. Cooper): Their roles with Mr. Cooper Group Inc. would have terminated upon the merger's completion. Their beneficial ownership in Mr. Cooper was converted.
• Employees (Mr. Cooper): While not explicitly stated, mergers typically involve integration plans that can impact employee roles, compensation, and benefits.

Next Steps

• Former Mr. Cooper shareholders now hold shares in Rocket Companies, Inc. and should monitor Rocket's performance and disclosures.
• Roy A. Guthrie's future beneficial ownership in Rocket Companies, Inc. would be reported in subsequent Form 4 filings if applicable.

Key Dates

Keywords

Mr. Cooper Group Inc., Rocket Companies Inc., Merger, Form 4, Insider Transaction, Share Conversion, Corporate Acquisition, COOP, RKT