[Form 4] Mr. Cooper Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Maverick Merger completed with a clear Exchange Ratio of 11 shares of Rocket stock per Issuer share
• RSU awards were converted into Rocket time-based RSUs preserving prior vesting terms

Negative

• Reporting Person disposed of 6,520 and 11,650 Issuer shares on 10/01/2025, resulting in 0 Issuer shares beneficially owned
• Form 4 shows insider no longer holds Issuer common stock post-merger (potentially reducing insider ownership in COOP)

Insights

Corporate Governance Expert

Insider holdings converted and disposed at merger; reporting shows zero Issuer shares post-close.

The Form 4 documents that the Reporting Person’s Issuer common shares and RSU-based interests were converted at an 11:1 exchange ratio into Rocket stock as part of the Maverick Merger effective actions on 10/01/2025. The reported dispositions of 6,520 and 11,650 Issuer shares resulted in 0 Issuer shares held after the transactions.

This matters because the insider’s reported position no longer includes Issuer common shares; any future insider ownership disclosures will reflect Rocket stock or converted awards rather than COOP common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pelayo Carlos M

(Last) (First) (Middle)

8950 CYPRESS WATERS BLVD.

(Street)

COPPELL TX 75019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Maverick Merger Sub 2, LLC [ COOP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2025		J		6,520	D	(1)	11,650	D
Common Stock(2)	10/01/2025		J		11,650	D	(1)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 31, 2025, by and among Rocket Companies, Inc. ("Rocket"), Maverick Merger Sub, Inc. ("Maverick Merger Subsidiary"), Maverick Merger Sub 2, LLC ("Forward Merger Subsidiary") and Issuer, Maverick Merger Subsidiary was merged with and into Issuer, with Issuer as the surviving corporation (the "Maverick Merger"), and, immediately following the effective time of the Maverick Merger (the "Maverick Effective Time"), Issuer was merged with and into Forward Merger Subsidiary, with Forward Merger Subsidiary as the surviving company. At the Maverick Effective Time, each share of Issuer's common stock issued and outstanding immediately prior to the Maverick Effective Time (other than certain cancelled shares) was converted into the right to receive 11 shares (the "Exchange Ratio") of Class A common stock, par value $0.00001, of Rocket ("Rocket Stock"), and cash in lieu of fractional shares.

2. Represents a restricted stock unit ("RSU") award to the Reporting Person pursuant to Issuer's 2019 Omnibus Incentive Plan and is subject to the terms and conditions of the award agreement. Each RSU represents a contingent right to receive one share of Issuer's Common Stock.

3. Pursuant to the Merger Agreement, at the effective time of the Maverick Effective Time, each outstanding RSU award granted by Issuer, including each performance-based RSU award, was converted into a time-based RSU award in respect of shares of Rocket Stock on the same vesting terms and conditions as were applicable to such award immediately prior to the Maverick Effective Time (achievement of performance conditions for performance-based RSU awards was determined prior to the Maverick Effective Time by the Compensation Committee of the Board of Directors of Issuer 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 Issuer's common stock subject to such RSU award immediately prior to the effective time of the Maverick Merger by (y) the Exchange Ratio.

Remarks:

IN CONNECTION WITH THE COMPLETION OF THE TRANSACTIONS NOTED IN FOOTNOTE 1, ISSUER MERGED WITH AND INTO MAVERICK MERGER SUB 2, LLC, WITH MAVERICK MERGER SUB 2, LLC SURVIVING THE MERGER.

	/s/ Katherine K. Connell, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Pelayo Carlos M report on Form 4 for COOP?

The Form 4 reports dispositions of 6,520 and 11,650 Issuer shares on 10/01/2025, leaving 0 Issuer shares beneficially owned.

Why were the shares converted at an 11:1 ratio?

Per the Merger Agreement cited in the filing, each Issuer share was converted into 11 shares of Rocket common stock (the Exchange Ratio); cash was paid for fractional shares.

What happened to outstanding RSU awards held by the Reporting Person?

Outstanding RSUs were converted into time-based RSUs for Rocket stock on the same vesting terms, with Rocket share amounts equal to Issuer shares multiplied by the 11 exchange ratio.

When did these transactions occur?

The transactions and conversions are reported as occurring on 10/01/2025 with the Form 4 signed on 10/03/2025 by an attorney-in-fact.

Does the Form 4 indicate any Rocket stock holdings for the Reporting Person?

The Form 4 details conversion mechanics and dispositions of Issuer shares and RSUs into Rocket stock but does not list specific Rocket share holdings post-conversion on this form.