Rocket Companies (NYSE: RKT) closes Mr. Cooper deal and files pro forma results

Rhea-AI Filing Summary

Rocket Companies, Inc. has completed its previously announced acquisition of Mr. Cooper Group Inc., making Mr. Cooper a direct, wholly owned subsidiary through a two-step merger structure. Maverick Merger Sub first merged into Mr. Cooper, followed by Mr. Cooper merging into Forward Merger Sub, which now remains as the surviving subsidiary.

As consideration for the transaction, Rocket issued 705,205,413 shares of its Class A common stock to Mr. Cooper stockholders. This amendment to the earlier report adds unaudited pro forma condensed combined financial statements, including a pro forma balance sheet as of June 30, 2025 and pro forma income (loss) statements for the six months ended June 30, 2025 and the year ended December 31, 2024, to show how the combined company’s financials would look after the merger.

Positive

• Completion of Mr. Cooper acquisition: Rocket closed the previously announced mergers, making Mr. Cooper a wholly owned subsidiary through a defined two-step structure.
• All‑stock consideration: Rocket issued 705,205,413 shares of Class A common stock to Mr. Cooper stockholders, signaling a large strategic combination without disclosed cash outlay in this excerpt.
• Pro forma visibility: The company filed unaudited pro forma condensed combined financial statements, providing a clearer view of the post‑merger balance sheet and income (loss) profile.

Negative

• None.

Insights

Equity and M&A analyst

Rocket closes all‑stock Mr. Cooper deal and adds pro forma financials.

Rocket Companies has finalized the acquisition of Mr. Cooper Group Inc. using an all‑stock structure. The transaction was executed via two related mergers, leaving a Rocket subsidiary as the surviving entity and Mr. Cooper’s business fully owned by Rocket.

The consideration consists of 705,205,413 shares of Rocket Class A common stock issued to Mr. Cooper stockholders, indicating a large equity-based deal that could be meaningful for ownership mix and future earnings power. The amended report supplies unaudited pro forma condensed combined financial statements, including a balance sheet as of June 30, 2025 and income (loss) statements for the six months ended June 30, 2025 and the year ended December 31, 2024.

These pro forma statements help illustrate how Rocket’s financial position and performance would appear after incorporating Mr. Cooper. Investors can use them to compare historical standalone figures to the combined profile once they review the full Exhibit 99.1 details in subsequent analyses and filings.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 1, 2025

Rocket Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39432	84-4946470
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1050 Woodward Avenue

Detroit, MI 48226

(Address of principal executive offices) (Zip Code)

(313) 373-7990

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common stock, par value $0.00001 per share		RKT		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

On October 1, 2025, Rocket Companies, Inc. (the “Company”) completed the previously announced acquisition of Mr. Cooper Group Inc. (“Mr. Cooper”), a Delaware corporation. Pursuant to the Agreement and Plan of Merger, dated as of March 31, 2025 (the “Merger Agreement”), by and among the Company, Mr. Cooper, Maverick Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Maverick Merger Sub”), and Maverick Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Forward Merger Sub”), Maverick Merger Sub merged with and into Mr. Cooper (the “Maverick Merger”), with Mr. Cooper surviving the Maverick Merger and continuing as a direct, wholly owned subsidiary of the Company and immediately following such Maverick Merger, Mr. Cooper merged with and into Forward Merger Sub, with Forward Merger Sub surviving such forward merger and continuing as a direct, wholly owned subsidiary of the Company (the “Forward Merger” and together with the Maverick Merger, the “Mergers”). As consideration for the Mergers, 705,205,413 shares of Rocket Class A common stock, par value $0.00001 were issued to the stockholders of Mr. Cooper.

This Current Report on Form 8-K/A amends the Original Form 8-K filed by the Company on October 1, 2025 (the “Original Form 8-K”) to include the pro forma financial information of the Company required by Item 9.01(b). The Company had previously indicated in the Original Form 8-K that such pro forma information would be provided no later than 71 days from the date on which the Original Form 8-K was required to be filed.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2025 and the unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025 and for the year ended December 31, 2024, giving effect to the Mergers, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.

(d) Exhibits.

Exhibit No.	Description
99.1	Unaudited pro forma condensed combined financial statements of the Company.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 10, 2025

	ROCKET COMPANIES, INC.
	By:	/s/ Noah Edwards
	Name:	Noah Edwards
	Title:	Chief Accounting Officer

FAQ

What major transaction does Rocket Companies (RKT) describe in this 8-K/A?

The filing describes that Rocket Companies, Inc. has completed its previously announced acquisition of Mr. Cooper Group Inc. through a two-step merger, resulting in Mr. Cooper becoming a direct, wholly owned subsidiary.

How was the Mr. Cooper acquisition by Rocket Companies (RKT) structured?

The deal used two related mergers: Maverick Merger Sub merged with and into Mr. Cooper, with Mr. Cooper surviving as a Rocket subsidiary, and then Mr. Cooper merged with and into Forward Merger Sub, which now survives as a direct, wholly owned subsidiary of Rocket.

What did Rocket Companies (RKT) pay to acquire Mr. Cooper?

As consideration for the mergers, Rocket issued 705,205,413 shares of Rocket Class A common stock, par value $0.00001 per share, to the stockholders of Mr. Cooper.

Why did Rocket Companies (RKT) file an amended 8-K/A in this case?

The company filed this amendment to add the unaudited pro forma condensed combined financial statements required by Item 9.01(b), which it had previously indicated would be provided within 71 days of the original report.

What pro forma financial information did Rocket Companies (RKT) include?

Rocket included an unaudited pro forma condensed combined balance sheet as of June 30, 2025, and unaudited pro forma condensed combined statements of income (loss) for the six months ended June 30, 2025 and for the year ended December 31, 2024, giving effect to the mergers.

Where can investors find the detailed pro forma financials for the Rocket and Mr. Cooper combination?

The detailed pro forma financials are provided in Exhibit 99.1, titled "Unaudited pro forma condensed combined financial statements of the Company," which is incorporated by reference into this report.