Rocket Companies Files 8-K with Major Corporate Updates

Ticker: RKT · Form: 8-K · Filed: 2025-10-01T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, acquisition, financial-obligation, executive-changes

TL;DR

Rocket Companies dropped an 8-K: new deals, acquisitions, debt, and exec changes on Oct 1st.

AI Summary

On October 1, 2025, Rocket Companies, Inc. filed an 8-K detailing several significant events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and the creation of a direct financial obligation. The filing also addresses changes in directors or officers and compensatory arrangements, alongside a Regulation FD disclosure and other events, with financial statements and exhibits provided.

Why It Matters

This 8-K filing signals significant strategic and financial shifts for Rocket Companies, Inc., potentially impacting its business operations, asset structure, and executive team.

Risk Assessment

Risk Level: medium — The filing indicates multiple material events including acquisitions and financial obligations, which inherently carry business and financial risks.

Key Players & Entities

FAQ

What specific material definitive agreement did Rocket Companies, Inc. enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What acquisition or disposition of assets was completed by Rocket Companies, Inc.?

The filing confirms the completion of an acquisition or disposition of assets, but the specifics of the transaction are not detailed in the provided text.

What is the nature of the direct financial obligation created by Rocket Companies, Inc.?

The filing states the creation of a direct financial obligation, but the exact terms and amount of this obligation are not specified in the provided text.

Were there any changes to the board of directors or executive officers of Rocket Companies, Inc. on or around October 1, 2025?

Yes, the filing lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' as an item information, indicating potential changes.

What is the purpose of the Regulation FD Disclosure mentioned in the filing?

A Regulation FD Disclosure is typically made to prevent the selective disclosure of material non-public information, ensuring all investors receive information simultaneously. The specific content of this disclosure is not detailed in the provided text.

Filing Stats: 4,766 words · 19 min read · ~16 pages · Grade level 10.6 · Accepted 2025-10-01 16:17:17

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture On October 1, 2025, the Company completed its previously announced exchange offers and consent solicitations (collectively, the "Exchange Offers") for the (i) $750.0 million aggregate principal amount of outstanding 6.500% Senior Notes due 2029 (the "Existing 2029 Notes") and (ii) $1.0 billion aggregate principal amount of outstanding 7.125% Senior Notes due 2032 (the "Existing 2032 Notes", together with the Existing 2029 Notes, the "Exchange Offer Notes") of Nationstar Mortgage Holdings Inc. ("Nationstar"). In the Exchange Offers, $738,075,000 in aggregate principal amount of the Existing 2029 Notes, equal to 98.41% of the outstanding amount of such notes, and $955,326,000 in aggregate principal amount of the Existing 2032 Notes, equal to 95.53% of the outstanding amount of such notes, were validly tendered (and not validly withdrawn). As a result, on October 1, 2025, the Company issued $738,075,000 million in aggregate principal amount of 6.500% Senior Notes due 2029 (the "2029 Notes") and $955,326,000 million in aggregate principal amount of 7.125% Senior Notes due 2032 (the "2032 Notes" and, together with the 2029 Notes, the "New Rocket Notes"). The New Rocket Notes were issued pursuant to an Indenture, dated as of October 1, 2025 (the "Indenture"), among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Indenture is filed as Exhibit 4.1 hereto and is incorporated by reference herein. The New Rocket Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by (i) Rocket Mortgage, LLC ("Rocket Mortgage"), (ii) each of Rocket Mortgage's domestic subsidiaries that are issuers or guarantors under Rocket Mortgage's existing senior notes, (iii) Redfin Corporation, (iv) Forward Merger Sub and certain subsidiaries of Nationstar (collectively, the Mr. Cooper Guarantors"). In the future, any subsidiary of

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On October 1, 2025, the Mergers became effective and the acquisition of Mr. Cooper was completed. At the effective time of the Maverick Merger (the "Maverick Effective Time"), each outstanding share of Mr. Cooper common stock, par value $0.01 per share (collectively, the "Mr. Cooper Shares" and the holders of such Mr. Cooper Shares, the "Mr. Cooper Stockholders") (other than Mr. Cooper Shares owned directly or indirectly by the Company, Mr. Cooper, Maverick Merger Sub or Forward Merger Sub immediately prior to the Maverick Effective Time), automatically converted into the right to receive 11.00 shares (the "Exchange Ratio") of Rocket's Class A common stock, par value $0.00001 (the "Rocket Stock"), and cash payable in lieu of fractional shares (the "Merger Consideration"), without interest and subject to any applicable withholding taxes. 3 At the Maverick Effective Time, Mr. Cooper restricted stock unit ("RSU") awards that remained outstanding were converted into Rocket RSU awards, generally subject to the same terms and conditions (except that the achievement for any performance conditions applicable to a performance-based RSU award was determined prior to the Maverick Effective Time by the Compensation Committee of the Board of Directors of Mr. Cooper pursuant to the applicable equity plan and award agreements), with the number of shares of Rocket Stock determined by multiplying (x) the number of shares of Mr. Cooper common stock subject to such RSU award immediately prior to the Maverick Effective Time by (y) the Exchange Ratio. The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Rocket with the SEC on March 31, 2025 and which is incorporated into this Current Report on Form 8-K by refe

02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On September 29, 2025, Jennifer Gilbert, a Class I director, provided notice of her resignation from the board of directors of the Company (the "Board") effective September 30, 2025. Ms. Gilbert's decision to resign was not the result of any disagreement with the Company. On September 30, 2025, the Board appointed Varun Krishna to succeed Bill Emerson as President of Rocket, effective upon Mr. Emerson's retirement on December 31, 2025. Mr. Krishna's compensation arrangements will not change as a result of his appointment. On October 1, 2025, the Board, upon the recommendation of the Nominating and Governance Committee of the Board, voted to increase the size of the Board to nine directors, and pursuant to the Merger Agreement, to fill the two vacancies on the Board by appointing Mr. Jay Bray to serve as a Class II director and Mr. Tagar Olson to serve as a Class I director, in each case effective as of the Maverick Effective Time, and in each case to serve until his respective successor has been elected and qualified, subject to his earlier death, resignation, retirement, disqualification or removal. In addition, the Board appointed Mr. Bray as an executive officer of the Company in his role as President and Chief Executive Officer of Rocket Mortgage. Mr. Bray, age 58, has more than 30 years of experience in the mortgage servicing and originations industry. From 2018 to 2025, Mr. Bray served as the chief executive officer of Mr. Cooper, where he had previously also served as the President from 2018 to 2021. Mr. Bray also served as the chief executive officer of Nationstar, a wholly-owned subsidiary of Mr. Cooper, from 2012 until 2025. Mr. Bray has served as the chair of the board of directors of Mr. Cooper since 2018. Mr. Olson, 48, has extensive experience in corporate financings, mergers, acquisitions, investments and strategic transactions. Sinc

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 1, 2025, the Company and Mr. Cooper issued a joint press release announcing the completion of the Mergers. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. Tender Offers and Consent Solicitations On September 30, 2025, the Company issued a press release announcing the final results of the Company's previously announced tender offers and consent solicitations (collectively, the "Tender Offers") for the (i) $650.0 million aggregate principal amount of outstanding 5.125% Senior Notes due 2030 (the "2030 Notes") and (ii) $600.0 million aggregate principal amount of outstanding 5.750% Senior Notes due 2031 (the "2031 Notes" and, together with the 2030 Notes, the "Tender Offer Notes") of Nationstar. The Tender Offers expired at 5:01 p.m., New York City time, on September 30, 2025 (the "Tender Offer Expiration Date"). No tenders submitted after the Tender Offer Expiration Date are valid. The Company announced that $574,308,000 in aggregate principal amount of the 2030 Notes, equal to 88.36% of the outstanding amounts of such notes, and $535,765,000 in aggregate principal amount of the 2031 Notes, equal to 89.29% of the outstanding amounts of such notes, were validly tendered (and not validly withdrawn) as of the Tender Offer Expiration Date. 5 Subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated August 4, 2025 (the "Offer to Purchase"), Tender Offer Notes validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on August 15, 2025 (the "Early Tender Deadline") were accepted for repurchase at a price of $1,012.50 per $1,000 of principal amount of the Tender Offer Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Tender Offer Notes up to, but not including, October 1, 2025, the expected settlement date (the "Tender Offer Settlement Date"). Tender Offer Notes validly tendered (and not validly withdrawn) after the Early Tender Deadline but prior to the Tender Offer Expiration Date were accepted for repurchase at a price of $962.50 per $1,000 of principal amount of the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of business or funds acquired The audited consolidated financial statements of Mr. Cooper as of and for the fiscal year ended December 31, 2024 and the related notes are incorporated by reference to Part II, Item 8 of Mr. Cooper's Annual Report on Form 10-K, filed with the SEC on February 20, 2025. The unaudited consolidated financial statements of Mr. Cooper as of and for the six months ended June 30, 2025 and the related notes are incorporated by reference to Part I, Item 1 of Mr. Cooper's Quarterly Report on Form 10-Q, filed with the SEC on July 23, 2025. 6 (b) Pro forma financial information The Company intends to file the pro forma financial information relating to the Mergers required by this Item 9.01(b) by amendment to this Current Report on Form 8-K no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of March 31, 2025, by and among Rocket Companies, Inc., Maverick Merger Subsidiary, Inc., Maverick Merger Subsidiary 2, LLC and Mr. Cooper Group Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on March 31, 2025) 4.1 Indenture, dated October 1, 2025, by and among Rocket Companies, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association 4.2 Second Supplemental Indenture, dated October 1, 2025, by and among Rocket Companies, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association 4.3 Fourth Supplemental Indenture, dated October 1, 2025, by and among Rocket Mortgage, LLC, the guarantors named therein and Deutsche Bank Company Americas 4.4 Third Supplemental Indenture, dated October 1, 2025, by and among Rocket Mortgage, LLC, Rocket Mortgage Co-Issuer, Inc., the guarantors named therein and Deutsche Bank

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 1, 2025 ROCKET COMPANIES, INC. By: /s/ Noah Edwards Name: Noah Edwards Title: Chief Accounting Officer 8

View on Read The Filing