Mr Cooper Group Inc SEC Filings

Kurt G. Johnson, Executive Vice President and Chief Financial Officer of Maverick Merger Sub 2, LLC (formerly Issuer, trading as COOP), reported disposition of a total of 78,911 shares of the Issuer's common stock on 10/01/2025 in connection with a merger described in the filing. The filing explains that under the Merger Agreement dated March 31, 2025, each share of the Issuer was converted into 11 shares of Rocket Companies, Inc. common stock and cash in lieu of fractional shares, and outstanding RSU awards were converted into RSUs for Rocket stock on the same vesting terms. Following the reported transactions, the filing shows 24,685 shares of common stock beneficially owned by the reporting person and 0 RSUs or performance stock units for the Issuer.

Pelayo Carlos M, Executive Vice President & Chief Legal Officer of Maverick Merger Sub 2, LLC/Issuer (reported under ticker COOP), reported transactions tied to the completion of the Maverick Merger with Rocket Companies. At the Maverick Effective Time each share of the Issuer was converted into 11 shares of Rocket common stock per the Exchange Ratio, with cash paid for fractional shares. The filing shows the Reporting Person had 6,520 shares of Issuer common stock disposed and an additional 11,650 shares (from RSUs) disposed on 10/01/2025, leaving 0 Issuer shares beneficially owned following the transactions. Outstanding RSU awards were converted into time-based RSUs in Rocket stock on the same vesting terms, with the number of Rocket shares equal to the original Issuer shares times the 11 exchange ratio.

Michael S. Weinbach, identified as President, reported transactions tied to the corporate combination described in the filing. On 10/01/2025 the reporting person recorded dispositions of 21,573 and 37,627 shares of Common Stock (both at $0 per share) and a related conversion of 37,822 performance stock units into rights covering 37,822 shares of Common Stock. The filing explains these entries resulted from a merger under an Agreement and Plan of Merger dated March 31, 2025 in which each pre-merger share of the issuer was converted into the right to receive 11 shares of Rocket Companies, Inc. common stock (plus cash for fractional shares). Outstanding RSU and performance awards were converted into time-based RSU awards in Rocket stock using the 11 exchange ratio while preserving prior vesting terms and previously determined performance outcomes.

Mr. Cooper Group Inc. (COOP) insider Steven D. Scheiwe reported dispositions tied to the completion of a merger transaction that reorganized Mr. Cooper into a Rocket Companies subsidiary. Under the disclosed Merger Agreement, each pre-merger Mr. Cooper share converted into 11 shares of Rocket Class A common stock plus cash in lieu of fractions. The Form 4 shows Mr. Scheiwe disposed of 49,596 shares as direct holdings and 32,803 shares as indirect holdings through the Scheiwe Family Living Trust, with both lines showing 0 shares beneficially owned following the transactions. The filing cites the corporate mergers that made Maverick Merger Sub 2, LLC the surviving entity and records the Form 4 signature by an attorney-in-fact.

Olson Tagar, identified as a Director, reported a transaction for Maverick Merger Sub 2, LLC (issuer related to Mr. Cooper Group Inc. — COOP) dated 10/01/2025. The Form 4 shows a disposition of 24,306 shares of Mr. Cooper common stock (transaction code J), leaving the reporting person with 0 shares reported as beneficially owned after the transaction. The filing states this disposition occurred in connection with a merger: under an Agreement and Plan of Merger dated March 31, 2025, Mr. Cooper was merged into Maverick Merger Sub and then into Maverick Merger Sub 2, LLC, and each outstanding share of Mr. Cooper common stock was converted into the right to receive 11 shares of Rocket Companies, Inc. Class A common stock plus cash in lieu of fractional shares. The form is signed by Katherine K. Connell, Attorney-in-Fact on 10/03/2025.

Roy A. Guthrie, a director of Mr. Cooper Group Inc., reported disposing of 71,497 shares of Mr. Cooper common stock on 10/01/2025, and following that transaction he beneficially owns 0 shares. The Form 4 indicates the share disposition is tied to a sequence of merger transactions: under the Merger Agreement dated March 31, 2025, Maverick Merger Subsidiary merged into Mr. Cooper and then Mr. Cooper merged into Maverick Merger Sub 2, LLC, with Maverick Merger Sub 2, LLC surviving.

At the effective time, each outstanding Mr. Cooper common share was converted into the right to receive 11 shares of Rocket Companies, Inc. Class A common stock and cash in lieu of fractional shares. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Andrew Bon Salle, a director, reported a sale of 1,329 shares of Mr. Cooper Group Inc. (COOP) on 10/01/2025, leaving him with 0 shares following the transaction. The Form 4 is signed by an attorney-in-fact on 10/03/2025. The filing notes that the reported activity occurred in connection with a merger under an Agreement and Plan of Merger dated March 31, 2025, under which Maverick Merger Sub 2, LLC merged with and into Mr. Cooper and, immediately following, Mr. Cooper merged into Forward Merger Subsidiary, with Forward Merger Subsidiary surviving.

At the merger effective time, each share of Mr. Cooper common stock outstanding immediately prior to the effective time was converted into the right to receive 11 shares of Rocket Companies, Inc. Class A common stock and cash in lieu of fractional shares. The Form 4 reports the disposal and cites the merger-related conversion in the explanatory footnote.

Mr. Cooper Group Inc. filed a Form 8-K dated October 1, 2025 reporting a material event related to a previously executed Agreement and Plan of Merger dated March 31, 2025 among Rocket Companies, Inc., Maverick Merger Sub, Inc., Maverick Merger Sub 2, LLC and Mr. Cooper Group Inc. The merger agreement is incorporated by reference to Exhibit 2.1 of Mr. Cooper Group's Current Report filed with the SEC on April 1, 2025. The Form 8-K also includes a press release dated October 1, 2025 and references an Inline XBRL cover page file. The excerpt shows a signature block for Maverick Merger Sub 2, LLC with Brian Brown listed as Secretary and Treasurer.