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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

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.

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*
Weinbach Michael S

(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)
President
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 21,573 D $0(1) 37,627 D
Common Stock(2) 10/01/2025 J 37,627 D $0(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
Performance Stock Units (1)(3) 10/01/2025 J 37,822(1)(3) (1)(3) (1)(3) Common Stock 37,822 (1)(3) 0 D
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 did the Form 4 filed for COOP disclose on 10/01/2025?

It discloses dispositions of 21,573 and 37,627 shares of Common Stock at $0 and conversion of 37,822 performance stock units tied to the merger transaction.

Why are the transaction prices listed as $0 on the Form 4?

The filing explains these entries reflect equity conversions under the Merger Agreement rather than open-market sales; the $0 entries represent merger conversion mechanics.

How were outstanding RSUs and performance awards treated in the merger?

Per the filing, all outstanding RSU awards, including performance-based RSUs, were converted into time-based RSU awards in Rocket stock, using the 11-for-1 exchange ratio and maintaining prior vesting terms.

How many shares of Rocket stock correspond to each pre-merger issuer share?

Each pre-merger share was converted into the right to receive 11 shares of Rocket Companies, Inc. common stock, with cash in lieu of fractional shares.

Who signed the Form 4 filing and when?

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