COOP Form 4: RSUs and PSUs converted under 11-for-1 exchange
Rhea-AI Filing Summary
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.
Positive
- Equity awards preserved under merger terms, keeping prior vesting schedules intact
- Performance determinations for RSUs were completed prior to conversion, preserving award outcomes
Negative
- Reporting shows net dispositions of 59,200 issuer shares on the Form 4 (21,573 + 37,627) which may reduce disclosed beneficial ownership in the issuer
- No cash consideration is shown for the reported dispositions (price listed as $0), indicating conversion mechanics rather than cash proceeds
Insights
Insider stock entries reflect merger-driven conversion of equity awards, not open-market sales.
The reported dispositions of 21,573 and 37,627 shares at $0 arise from the merger mechanics described in the filing, which converted pre-merger issuer shares and RSUs into Rocket stock under an 11-for-1 exchange ratio.
This transaction changes the form of equity held by insiders and updates beneficial ownership records; it does not itself show a cash sale or market trade by the reporting person.
Performance RSUs were converted to time-based Rocket RSUs with the same vesting terms and pre-established performance determinations.
The filing states that 37,822 performance stock units were converted into rights to 37,822 shares of Common Stock and then converted to Rocket RSUs using the 11-for-1 exchange ratio, preserving vesting schedules and previously determined achievement of performance conditions.
This preserves the economic and vesting treatment of incentive awards through the merger as disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Performance Stock Units | 37,822 | $0.00 | -- |
| Other | Common Stock | 21,573 | $0.00 | -- |
| Other | Common Stock | 37,627 | $0.00 | -- |
Footnotes (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. 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. 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.
