[Form 4] Hippo Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rocket Companies, Inc. (NYSE: RKT) has filed Amendment No. 1 to its Form S-4 to register shares for the proposed acquisition of Mr. Cooper Group Inc. (NASDAQ: COOP). The deal, executed 31 March 2025, will be effected through a two-step merger in which:

• Each Mr. Cooper share will be converted into 11 shares of Rocket Class A common stock plus cash in lieu of fractional shares.
• Mr. Cooper shareholders will also receive a pre-closing special cash dividend of $2.00 per share.

The fixed 11:1 exchange ratio represents a ~35 % premium to Mr. Cooper’s 30-day VWAP prior to announcement. Post-close, former Mr. Cooper holders are expected to own roughly 25 % of Rocket’s Class A stock (after giving effect to Rocket’s pending Redfin acquisition).

Rocket’s board unanimously approved the transaction and the associated share issuance; Rock Holdings Inc. (79 % voting power) has already delivered written consent, so no further Rocket shareholder vote is required. Mr. Cooper, however, must secure majority approval at a special virtual meeting; its board unanimously recommends the deal.

Financing & Structure:• Rocket obtained $4 bn of senior unsecured notes (2030 & 2033) and retains a $950 m commitment to refinance Mr. Cooper debt and pay fees. • Termination fees: Rocket pays $500 m if it walks; Mr. Cooper pays ~$306.9 m under specified scenarios. • No appraisal rights for Mr. Cooper holders.

Governance: A separate letter agreement ensures that two Mr. Cooper-designated directors join Rocket’s board for at least three years, with protections against removal.

Regulatory & Timing: Parties target Q4 2025 closing, subject to customary regulatory approvals and Mr. Cooper shareholder vote.

Investment Takeaways: The deal expands Rocket’s mortgage servicing footprint, but increases share count well above the 20 % NYSE threshold, diluting existing RKT holders. Mr. Cooper investors lock in a cash dividend and a sizeable premium but will face exposure to Rocket’s share performance until closing.

Positive

• 35 % premium over Mr. Cooper’s 30-day VWAP enhances value for COOP shareholders
• Pre-closing $2.00 cash dividend provides immediate liquidity to COOP investors
• Rocket has secured $4 bn of long-term notes, reducing financing uncertainty
• Written consent from Rock Holdings removes Rocket shareholder hurdle, streamlining timeline
• Governance letter ensures board representation for former COOP stakeholders for three years

Negative

• Rocket will issue more than 20 % new shares, diluting existing RKT holders
• Leverage rises due to $4 bn new debt plus potential $950 m commitment
• Concurrent integration of Mr. Cooper and Redfin elevates execution risk
• Termination fee of $500 m payable by Rocket if it withdraws increases downside exposure
• Deal completion still relies on regulatory approvals and COOP shareholder vote

Insights

Equity Research Analyst

TL;DR – All-stock 11:1 swap gives COOP investors a 35 % premium; RKT gains scale but issues >20 % new shares, creating dilution risk.

The document outlines a sizeable stock-for-stock acquisition where Rocket will absorb Mr. Cooper. From Mr. Cooper’s perspective, the 11-share exchange plus $2 dividend is clearly accretive relative to prevailing market prices. For Rocket, the strategic logic is scale in servicing and cross-sell potential, yet the issuance exceeds 20 % of outstanding shares, triggering NYSE rules and meaningful dilution. Financing has largely been secured via $4 bn senior notes, limiting closing risk, but leverage will rise and integration of parallel Redfin acquisition heightens execution complexity. Overall impact: balanced, with upside from scale offset by dilution and leverage.

M&A Specialist

TL;DR – Structure is clean; voting control, governance seats, and fixed ratio reduce deal risk; termination fees align incentives.

Key merits include pre-secured Rocket consent (79 % holder) eliminating RKT vote, a fixed ratio eliminating collar negotiations, and a governance agreement that smooths board transition. Commitment letter downsized after bond raise signals confident financing. Termination fee asymmetry (COOP $307 m vs. RKT $500 m) reflects buyer certainty. Remaining gating item is COOP shareholder approval; given board support and 35 % premium, odds favor passage. Regulatory hurdles appear standard for mortgage servicing consolidation. Impact deemed modestly positive for both parties if synergies materialize, but not transformational enough to shift valuation dramatically today.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Len FW Investor, LLC

(Last) (First) (Middle)

5505 WATERFORD DISTRICT DRIVE

(Street)

MIAMI FL 33126

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hippo Holdings Inc. [ HIPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	03/07/2023		J(1)		81,900(2)	A	$0	2,990,727(3)	D
Common Stock	07/01/2025		S(4)		514,309	D	$28.17	2,476,418(3)	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

1. Name and Address of Reporting Person^*

Len FW Investor, LLC

(Last) (First) (Middle)

5505 WATERFORD DISTRICT DRIVE

(Street)

MIAMI FL 33126

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

1. Name and Address of Reporting Person^*

Len X, LLC

(Last) (First) (Middle)

5505 BLUE LAGOON DRIVE

(Street)

MIAMI FL 33126

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

1. Name and Address of Reporting Person^*

LENNAR CORP /NEW/

(Last) (First) (Middle)

5505 BLUE LAGOON DRIVE

(Street)

MIAMI FL 33126

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

Explanation of Responses:

1. Represents shares of Common Stock acquired pursuant to a distribution in-kind from Fifth Wall Ventures, L.P.

2. Reflects a 1-for-25 reverse stock split effected by the Issuer on September 29, 2022.

3. The securities are directly owned by LEN FW, the sole member of which is LEN X, LLC ("LENX"), which is a wholly-owned subsidiary of Lennar Corporation ("Lennar"), a publicly traded company with its stock listed on the NYSE. LENX and Lennar are indirect beneficial owners and disclaim beneficial ownership except to the extent of their pecuniary interest therein. LEN FW holds a proxy to vote an additional 16,470 shares, but it has no pecuniary interest in those shares.

4. Represents shares of Common Stock sold pursuant to a Share Repurchase Agreement between Hippo Holdings Inc. and Len FW Investor, LLC ("LEN FW"), dated as of June 11, 2025.

	/s/ Mark Sustana as VP, GC and Secretary of Lennar Corporation	07/03/2025
	/s/ Mark Sustana as VP of LEN X, LLC	07/03/2025
	/s/ Mark Sustana as VP of LEN FW Investor, LLC	07/03/2025
	** 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.
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FAQ

What is the exchange ratio in the Rocket (RKT) – Mr. Cooper merger?

Each Mr. Cooper share converts into 11 Rocket Class A shares, plus cash in lieu of fractional shares.

Will Mr. Cooper shareholders receive any cash?

Yes. They are entitled to a $2.00 per-share special dividend before the merger closes.

How much ownership will COOP holders have in Rocket after closing?

They are expected to own about 25 % of Rocket’s Class A common stock, assuming completion of the Redfin acquisition.

Is Rocket shareholder approval required for the deal?

No. Rock Holdings (79 % voting power) delivered written consent, satisfying NYSE rules; no further vote is needed.

What are the termination fees under the merger agreement?

Mr. Cooper pays ~$306.9 m under certain scenarios; Rocket would pay $500 m if it terminates the deal.

When is the merger expected to close?

Parties target Q4 2025, subject to regulatory approvals and Mr. Cooper shareholder vote.

Will Mr. Cooper shareholders have appraisal rights?

No. Appraisal rights are not available in connection with this transaction.