SCHEDULE: Rocket Companies: Gilbert's Stake Diluted Post-Acquisition

Daniel Gilbert and related entities' aggregate ownership in Rocket Companies, Inc. has been diluted to 57.12% following the issuance of shares for the Mr. Cooper Group Inc. acquisition and other issuances.

Summary

• This Amendment No. 1 to Schedule 13D updates the beneficial ownership percentages of Daniel Gilbert, Daniel Gilbert Trust #1, and Jennifer Gilbert in Rocket Companies, Inc.
• The amendment is filed solely to reflect dilution caused by Rocket Companies' issuance of additional Class A Common Stock, including shares used as consideration for the acquisition of Mr. Cooper Group Inc.
• Daniel Gilbert's aggregate beneficial ownership stands at 1,608,089,722 shares, representing 57.12% of the Class A Common Stock.
• Jennifer Gilbert beneficially owns 314,055,385 shares, or 11.16% of the Class A Common Stock, with Daniel Gilbert exercising voting power over these shares via proxy.
• Daniel Gilbert Trust #1 u/a/d 8/23/16 ceased to be a beneficial owner of more than five percent of the outstanding Class A Common Stock on October 10, 2025, now holding 140,215,280 shares (4.98%).
• The total Class A Common Stock used for percentage calculations is 2,815,342,810 shares, which includes 705,205,413 shares issued for the Mr. Cooper Group Inc. acquisition.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. While dilution is generally seen as negative for existing shareholders, it's an expected consequence of a significant acquisition (Mr. Cooper Group Inc.) which could be strategically positive for the company. The filing itself is a routine disclosure of ownership changes.

Positives

• The filing confirms the completion of the acquisition of Mr. Cooper Group Inc., a significant strategic move for Rocket Companies.

Negatives

• Existing shareholders experienced dilution of their ownership percentages due to the issuance of new Class A Common Stock, including shares used as consideration for the Mr. Cooper Group Inc. acquisition.
• Daniel Gilbert Trust #1 u/a/d 8/23/16 ceased to be a beneficial owner of more than five percent of the outstanding shares, indicating a reduction in its proportional stake.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing instead on retrospective ownership changes.

Industry Context

The acquisition of Mr. Cooper Group Inc. by Rocket Companies suggests a strategic expansion or consolidation within the mortgage servicing or broader financial services industry. This filing, however, primarily addresses the resulting changes in beneficial ownership for key insiders rather than the strategic rationale or industry-wide implications of the acquisition itself.

Corporate Governance

Related Party Transactions

• Jennifer Gilbert contributed 104,685,128 shares of Class L Common Stock to The Jennifer Gilbert 2025 GRAT Agreement, of which she is the trustee.
• Daniel Gilbert exercises voting power over Jennifer Gilbert's shares via a proxy and irrevocable power of attorney.

Stakeholder Impact

• Shareholders: Existing shareholders experienced dilution of their ownership percentage due to the issuance of new shares for the Mr. Cooper Group Inc. acquisition and other issuances.
• Management/Control: Daniel Gilbert maintains significant control (57.12% beneficial ownership) and exercises voting power over Jennifer Gilbert's shares, reinforcing his dominant influence over the company.

Key Dates

Recommendation

The filing primarily details a routine update to beneficial ownership percentages following a significant acquisition and other share issuances. While dilution occurred, it was an expected consequence of the Mr. Cooper Group Inc. acquisition, which is a strategic event. The core control structure remains with Daniel Gilbert. Without further financial or operational details from the acquisition or company performance, a 'hold' recommendation is appropriate, awaiting more comprehensive information on the integration and financial impact of the acquisition.

Keywords

Rocket Companies, RKT, Daniel Gilbert, Jennifer Gilbert, Schedule 13D/A, Beneficial Ownership, Share Dilution, Mr. Cooper Group Acquisition, Class A Common Stock, Corporate Governance