Mr. Cooper (COOP) insider reports RSU conversion and 78,911-share disposal
Rhea-AI Filing Summary
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.
Positive
- RSU awards were converted into Rocket RSUs on the same vesting terms, preserving award economics
- Merger terms specify an 11-for-1 exchange ratio, providing a clear conversion formula
Negative
- Reporting person disposed of a total of 78,911 Issuer common shares on 10/01/2025
- Following the transactions, the filing shows 0 Issuer RSUs and performance units remaining for the reporting person
Insights
Insider reported disposal of 78,911 COOP shares tied to the merger.
The Form 4 records two disposals on 10/01/2025 totaling 78,911 shares of the Issuer's common stock and shows remaining beneficial ownership of 24,685 shares. The reported dispositions are tied to the described Merger Agreement that converted Issuer shares into Rocket Companies, Inc. stock using an 11-for-1 exchange ratio.
This matters because insider Form 4 disclosures change the public register of issuer ownership and confirm that equity holdings and equity awards were converted or cancelled at the Maverick Effective Time rather than sold on the open market.
RSUs and performance units were converted into Rocket RSUs under the merger terms.
The filing states that time- and performance-based RSU awards were converted per the Merger Agreement, with performance determination made prior to the Maverick Effective Time and the number of Rocket shares determined by multiplying by the 11-share Exchange Ratio. The Form 4 shows 47,742 performance stock units converted and thereafter 0 Issuer RSUs remaining.
This is significant for investors tracking dilution and executive equity realization because award conversions and resulting share counts affect future Rocket share distributions and executive compensation profiles.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Performance Stock Units | 47,742 | $0.00 | -- |
| Other | Common Stock | 54,226 | $0.00 | -- |
| Other | Common Stock | 24,685 | $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.
