SCHEDULE: ValueAct Reduces Rocket Companies Stake to 4.3%

ValueAct Capital and its affiliates have reduced their beneficial ownership in Rocket Companies, Inc. to 4.3% of Class A Common Stock following the Mr. Cooper acquisition.

Summary

• ValueAct Capital Master Fund and its affiliates now beneficially own 41,509,252 shares of Rocket Companies' Class A Common Stock.
• This represents approximately 4.3% of the Issuer's outstanding Common Stock.
• The change in ownership is primarily due to the acquisition of Mr. Cooper Group Inc. by Rocket Companies.
• As a result of the Mr. Cooper acquisition, ValueAct Master Fund acquired beneficial ownership of 16,113,625 shares of Common Stock effective October 1, 2025.
• The aggregate purchase price of the Common Stock beneficially owned by ValueAct Master Fund is approximately $509,080,275.68.
• The reporting persons have ceased to be beneficial owners of more than five percent of Rocket Companies' Common Stock as of October 1, 2025, terminating their Schedule 13D filing obligation.
• The percentage is based on 965,183,901 total outstanding shares, which includes 261,257,942 existing shares and 703,925,959 shares issued for the Mr. Cooper acquisition.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of a change in beneficial ownership by ValueAct Capital, triggered by the Mr. Cooper acquisition. It does not contain explicit positive or negative performance indicators for Rocket Companies, but rather reflects a structural change in shareholding.

Positives

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

Negatives

• ValueAct Capital and its affiliates have reduced their percentage ownership below the 5% threshold, leading to the termination of their Schedule 13D filing obligation, which some investors might interpret as a reduced conviction.

Future Outlook

NA

Industry Context

This filing indirectly confirms the completion of Rocket Companies' acquisition of Mr. Cooper Group Inc., a significant consolidation event in the mortgage and loan servicing industry. Such acquisitions typically aim to enhance market share, operational efficiencies, and expand service offerings, potentially impacting the competitive landscape.

Stakeholder Impact

• Shareholders: Existing shareholders will see a dilution of ownership percentage for ValueAct Capital, and the overall share count has increased significantly due to the Mr. Cooper acquisition.
• Investors: Provides updated information on a significant institutional investor's stake, which can influence investment decisions.

Key Dates

Recommendation

The filing details a change in ValueAct Capital's beneficial ownership in Rocket Companies, reducing their stake to 4.3% and terminating their Schedule 13D obligation. This change is a direct consequence of the Mr. Cooper acquisition, which significantly increased Rocket Companies' total outstanding shares. While ValueAct's percentage ownership has decreased, the filing does not indicate a divestment of shares but rather a dilution effect from the acquisition. Without further operational or financial updates from Rocket Companies post-acquisition, a "hold" recommendation is prudent as investors assess the integration and strategic benefits of the Mr. Cooper deal.

Keywords

Rocket Companies, RKT, ValueAct Capital, Schedule 13D, Beneficial Ownership, Mr. Cooper Acquisition, Class A Common Stock, Institutional Investor, SEC Filing