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

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • Merger consideration specified: each Mr. Cooper share converted into 11 shares of Rocket Class A common stock plus cash for fractional shares
  • Form 4 filed: reporting of insider ownership changes completed, showing compliance with Section 16 reporting

Negative

  • Reporting person reduced holdings to 0 shares (direct) after disposing of 49,596 shares
  • Indirect holdings via Scheiwe Family Living Trust also reduced to 0 after disposing of 32,803 shares

Insights

Insider disposals are merger-related, reflecting the share conversion under the Merger Agreement.

The Form 4 discloses that the disposals of 49,596 and 32,803 Mr. Cooper shares occurred in connection with the completed merger that converted Mr. Cooper into a Rocket Companies subsidiary and provided 11 Rocket Class A shares per Mr. Cooper share plus cash for fractions.

This filing documents the mechanical effect of the merger on beneficial ownership rather than an unrelated sale; the reporting person’s direct and indirect holdings are shown as 0 following the transactions.

Form 4 properly reports Section 16 dispositions tied to a corporate reorganization.

The transaction code J and the explanatory footnote tie the changes to the Agreement and Plan of Merger dated March 31, 2025. The filing identifies the surviving entity as Maverick Merger Sub 2, LLC and records the attorney-in-fact signature dated 10/03/2025.

This is a procedural insider report of ownership conversion and disposition resulting from the merger; it establishes compliance with reporting obligations.

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
SCHEIWE STEVEN D

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 49,596(1) D (1) 0 D
Common Stock 10/01/2025 J 32,803(1) D (1) 0 I By Scheiwe Family Living Trust
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 Mr. Cooper Group Inc. ("Mr. Cooper"), Maverick Merger Subsidiary was merged with and into Mr. Cooper, with Mr. Cooper as the surviving corporation (the "Maverick Merger"), and, immediately following the effective time of the Maverick Merger (the "Maverick Effective Time"), Mr. Cooper was merged with and into Forward Merger Subsidiary, with Forward Merger Subsidiary as the surviving company. At the Maverick Effective Time, each share of Mr. Cooper 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 of Class A common stock, par value $0.00001, of Rocket, and cash in lieu of fractional shares.
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 did the Form 4 for COOP report?

The Form 4 reports that Steven D. Scheiwe disposed of 49,596 direct shares and 32,803 indirect shares in connection with the merger, leaving 0 shares beneficially owned.

Why were the shares disposed of on the Form 4?

The dispositions occurred pursuant to the Agreement and Plan of Merger dated March 31, 2025, which converted Mr. Cooper shares into 11 Rocket Class A shares plus cash in lieu of fractional shares.

What transaction code is used on the Form 4 and what does it indicate?

The filing uses transaction code J, indicating the reported transaction was due to the corporate merger/reorganization disclosed in the Form 4.

Who signed the Form 4 and when?

The Form 4 was signed by Katherine K. Connell, Attorney-in-Fact on behalf of the reporting person on 10/03/2025.

Which entity survived the merger according to the filing?

The filing states that Maverick Merger Sub 2, LLC survived the merger and Mr. Cooper was merged into it.
Mr Cooper Group Inc

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13.49B
62.75M
1.94%
96.23%
4.86%
Mortgage Finance
Finance Services
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United States
COPPELL