Form 4: Rock Holdings Inc. Completes Up-C Structure Collapse, Exits Direct Ownership in Rocket Companies

Rock Holdings Inc. has completed the collapse of its Up-C structure, resulting in the disposition of all its direct and indirect beneficial ownership in Rocket Companies, Inc. as of June 30, 2025.

Summary

• Rocket Companies, Inc. completed the "Up-C Collapse" on June 30, 2025, a corporate restructuring involving Rock Holdings Inc. (RHI).
• Pursuant to the Transaction Agreement, each RHI shareholder received 56.54 newly issued shares of Rocket Class L common stock (half Class L-1 and half Class L-2) for each RHI voting common share.
• Following the Up-C Collapse, Rock Holdings Inc. no longer holds any direct or indirect securities of Rocket Companies, Inc.
• The Exchange Agreement, dated August 5, 2020, which previously allowed for the exchange of Holdings Units and Class D or Class C common stock for Class B or Class A common stock or cash, was terminated as part of the Up-C Collapse.

Sentiment

Score: 5

Explanation: The document is a factual report of a completed corporate restructuring, providing no explicit positive or negative sentiment regarding company performance or outlook.

Positives

• Simplification of the corporate structure through the Up-C Collapse, potentially streamlining governance and financial reporting.
• Consolidation of ownership for former RHI shareholders directly into Rocket Companies' Class L common stock.

Risks

• The Exchange Agreement, which provided a mechanism for exchanging certain equity interests, was terminated as part of the Up-C Collapse, removing this previous option for holders.

Future Outlook

The document does not provide forward-looking statements or guidance beyond the completion of the corporate restructuring.

Industry Context

This announcement details a specific corporate restructuring event for Rocket Companies, Inc., which is a significant internal capital structure change rather than a reflection of broader industry trends. The 'Up-C' structure is a common arrangement for companies that go public while retaining a partnership structure for pre-IPO owners, and its collapse often signifies a simplification of the corporate entity.

Corporate Governance

Related Party Transactions

• The Up-C Collapse transaction involved Rock Holdings Inc. (RHI), which was a Director and 10% Owner of Rocket Companies, Inc., indicating a related party transaction.

Stakeholder Impact

• Shareholders of Rock Holdings Inc. (RHI) received newly issued Class L common stock of Rocket Companies, Inc., consolidating their ownership directly within the publicly traded entity.
• Rocket Companies, Inc. shareholders may experience changes in the company's capital structure and governance due to the simplification of the corporate entity.

Next Steps

• Rock Holdings Inc. no longer holds any securities of Rocket Companies, Inc. following the Up-C Collapse.

Key Dates

Keywords

Rocket Companies, RKT, Rock Holdings Inc., RHI, Up-C Collapse, Corporate Restructuring, Beneficial Ownership, SEC Form 4, Class L Common Stock, Exchange Agreement