SCHEDULE: Rocket Companies Completes Up-C Structure Collapse, Acquires Rock Holdings Inc.

Rocket Companies, Inc. has completed the collapse of its 'Up-C' structure, acquiring Rock Holdings Inc., resulting in Rock Holdings Inc. no longer holding any securities of Rocket Companies.

Summary

• Rocket Companies, Inc. completed the collapse of its 'Up-C' structure on June 30, 2025.
• The collapse was executed pursuant to a Transaction Agreement dated March 9, 2025, involving Rocket, Rock Holdings Inc., Eclipse Sub, Inc., Rocket GP, LLC, Daniel Gilbert, and RHI II, LLC.
• As part of the transaction, Rocket acquired Rock Holdings Inc. through a series of two mergers.
• In the first merger, Eclipse Sub, Inc. merged into Rock Holdings Inc., with holders of Rock Holdings Inc. common shares receiving 56.54 shares of newly issued Rocket Class L common stock for each Rock Holdings Inc. share.
• In the second merger, Rock Holdings Inc. then merged into Rocket GP, LLC.
• Following these transactions, Rock Holdings Inc. no longer beneficially owns any securities of Rocket Companies, Inc., holding 0.00 shares, representing 0% of the Class A common stock.

Sentiment

Score: 5

Explanation: The document is a factual report of a completed corporate restructuring, indicating a neutral sentiment as it does not contain positive or negative financial performance updates or outlooks.

Future Outlook

NA

Management Comments

• "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." (Matthew Rizik, Treasurer and Chief Financial Officer of Rock Holdings Inc.)

Industry Context

This filing details a specific corporate restructuring (Up-C collapse) for Rocket Companies, Inc. This type of restructuring is often undertaken by companies to simplify their corporate structure, improve tax efficiency, or streamline operations, which is a common trend among companies that initially went public with complex structures. The document does not provide broader industry trends or competitor analysis.

Corporate Governance

Related Party Transactions

• The acquisition of Rock Holdings Inc. by Rocket Companies, Inc. as part of the 'Up-C' structure collapse, involving the exchange of Rock Holdings Inc. shares for Rocket Class L common stock.
• The Transaction Agreement dated March 9, 2025, was among Rocket, Rock Holdings Inc., Eclipse Sub, Inc., Rocket GP, LLC, Daniel Gilbert, and RHI II, LLC.

Stakeholder Impact

• Shareholders (Rocket Companies): Simplification of corporate structure may lead to improved transparency and potentially better valuation.
• Shareholders (Rock Holdings Inc.): Received newly issued Rocket Class L common stock in exchange for their RHI Shares, changing their form of ownership in the combined entity.

Key Dates

Keywords

Rocket Companies, Rock Holdings Inc., Up-C structure, corporate restructuring, acquisition, ownership change, Class A common stock, Class L common stock, SEC filing