4/A: Rocket CEO Amends Stock Holdings Post-Mr. Cooper Merger

Jesse K. Bray, President and CEO of Rocket Mortgage, amended his beneficial ownership report following Rocket Companies' acquisition of Mr. Cooper Group Inc., correcting a clerical error.

Summary

• The filing is an amendment to a Form 4, correcting a clerical error that overstated the number of securities acquired and beneficially owned by Jesse K. Bray.
• On October 1, 2025, Rocket Companies, Inc. completed the acquisition of Mr. Cooper Group Inc.
• Pursuant to the merger agreement, each outstanding share of Mr. Cooper common stock converted into 11.0 shares of Rocket Class A common stock.
• Mr. Bray's outstanding restricted stock units (RSUs) from Mr. Cooper were converted into Rocket RSUs, totaling 9,221,608 shares of Class A common stock.
• Mr. Bray was also granted 816,743 new RSUs under the Rocket Companies, Inc. 2020 Omnibus Incentive Plan, vesting in equal installments on the first six semi-annual anniversaries of October 1, 2025.
• Following these transactions, Mr. Bray directly beneficially owns 10,038,351 shares of Class A common stock.
• Additionally, Mr. Bray indirectly beneficially owns 6,965,057 shares of Class A common stock through The Jesse K. Bray Living Trust, of which he is trustee and a beneficiary.

Sentiment

Score: 7

Explanation: The filing details the completion of a significant acquisition and an executive's equity compensation, with a transparent correction of a prior clerical error. The underlying events are positive for the company and executive, and the correction enhances regulatory compliance.

Positives

• The completion of the previously announced acquisition of Mr. Cooper Group Inc. by Rocket Companies, Inc. is a significant strategic milestone.
• Jesse K. Bray, a key executive, received a grant of 816,743 Restricted Stock Units (RSUs) under Rocket's incentive plan, aligning his interests with shareholder value.
• The amendment demonstrates transparency and adherence to regulatory compliance by correcting a clerical error in a prior filing.

Negatives

• A clerical error in the original Form 4 led to an overstatement of securities acquired and beneficially owned, requiring an amendment.

Future Outlook

The newly granted Restricted Stock Units (816,743 shares) will vest in equal installments on the first six semi-annual anniversaries of October 1, 2025. Converted Mr. Cooper Awards are subject to their original time-based vesting conditions.

Industry Context

The completion of the acquisition of Mr. Cooper Group Inc. by Rocket Companies, Inc. represents a significant consolidation event within the U.S. mortgage servicing and origination industry, potentially altering competitive dynamics and market share distribution.

Related Party Transactions

• Jesse K. Bray indirectly beneficially owns 6,965,057 shares through The Jesse K. Bray Living Trust, of which he is trustee and members of his immediate family are the sole beneficiaries.

Stakeholder Impact

• Shareholders benefit from increased transparency regarding executive stock ownership and the successful completion of a strategic acquisition.
• Executive management (Jesse K. Bray) benefits from equity compensation and the successful integration of the acquired entity.

Next Steps

• Vesting of 816,743 new RSUs in equal installments on the first six semi-annual anniversaries of October 1, 2025.
• Continued vesting of converted Mr. Cooper Awards according to their original time-based conditions.

Key Dates

Keywords

Rocket Companies, RKT, Mr. Cooper Group, Merger, Acquisition, Form 4/A, Insider Trading, Stock Ownership, Jesse K. Bray, Restricted Stock Units, Corporate Governance