COOP insider RSUs converted; Exchange Ratio of 11 in merger
Rhea-AI Filing Summary
Jesse K. Bray, listed as Chief Executive Officer and director, reported multiple transactions tied to the completion of the Maverick/Rocket merger. On 10/01/2025 the filing shows dispositions of 198,398 shares of Issuer common stock (direct) and 633,187 shares (indirect via The Jesse K. Bray Living Trust), leaving 0 shares beneficially owned in both capacities. The report also records disposition codes for 639,930 performance stock units, resulting in 0 RSU-derived shares held post-transaction.
The transactions follow the Merger Agreement dated March 31, 2025, under which each pre-merger Issuer share converted into the right to receive 11 shares of Rocket Companies, Inc. Class A common stock and cash for fractional shares. Outstanding RSU awards were converted into time-based RSUs in Rocket stock using the 11 exchange ratio, with performance determinations made before the merger effective time.
Positive
- Merger conversion executed under the disclosed Exchange Ratio of 11
- RSU awards converted into time-based Rocket stock per merger terms
Negative
- Reporting person beneficial ownership of Issuer common stock reduced to 0 shares
- Performance stock units totaling 639,930 shown as disposed, with 0 remaining
Insights
Merger-triggered equity conversions and complete divestiture of reported shares.
The Form 4 documents that following the Maverick Merger, pre-merger Issuer shares and RSUs were converted into Rocket Class A common stock at an Exchange Ratio of 11. The reporting person shows 0 shares held after disposing of 198,398 direct and 633,187 indirect shares, and 639,930 performance stock units.
Because the Merger Agreement and the conversion formula are disclosed in the filing, these transactions are executional steps of the merger integration rather than discretionary open-market trades.
Insider no longer reports beneficial ownership of Issuer shares post-merger.
The filing indicates the reporting person, Jesse K. Bray, moved all reported Issuer equity positions to zero following the merger mechanics. One disposition is listed as indirect via The Jesse K. Bray Living Trust, showing familial/estate structuring rather than third-party sale details in this Form 4.
This Form 4 documents the administrative outcome of the merger on insider holdings and the conversion of RSUs rather than describing new open-market purchases or options activity.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Performance Stock Units | 639,930 | $0.00 | -- |
| Other | Common Stock | 198,398 | $0.00 | -- |
| Other | Common Stock | 633,187 | $0.00 | -- |
Footnotes (1)
- 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 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. 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.
