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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
June 16, 2026
| Rocket
Companies, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
001-39432 |
84-4946470 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
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:
| ☐ |
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)) |
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| ☐ |
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 16, 2026, Rocket
Companies, Inc. (the “Company”) closed its previously announced offering of $900,000,000 aggregate
principal amount of 6.125% senior notes due 2031 (the “2031 Notes”) and $600,000,000 aggregate principal amount
of 6.500% senior notes due 2034 (the “2034 Notes” and collectively with the 2031 Notes,
the “Notes”) in private transactions pursuant to Rule 144A and/or Regulation S under the Securities
Act of 1933, as amended (the “Securities Act”) (the “Offering”). The
Notes were issued pursuant to an Indenture, dated as of June 16, 2026 (the “Indenture”), among the Company,
the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
The
Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the Company’s direct
and indirect domestic subsidiaries that are issuers or guarantors under the Company’s existing senior notes. In the future, any
subsidiary of the Company that guarantees or issues any Additional Capital Markets Debt (as defined in the Indenture) will guarantee the
Notes.
The
Company intends to use the proceeds from the Offering to repay Rocket Mortgage LLC’s 2.875% Senior Notes due 2026 (the “2026
Rocket Mortgage Notes”), Rocket Mortgage LLC’s 5.250% Senior Notes due 2028 (the “2028 Rocket Mortgage Notes”)
and certain other indebtedness of the Company and its subsidiaries.
The
closing of the Offering satisfies the financing condition to the previously announced conditional redemptions of the 2026 Rocket Mortgage
Notes and the 2028 Rocket Mortgage Notes. As previously announced, the 2026 Rocket Mortgage Notes will be redeemed on June 19, 2026 and
the 2028 Rocket Mortgage Notes will be redeemed on July 9, 2026. This Current Report on Form 8-K is not a notice of redemption with respect
to the 2026 Rocket Mortgage Notes or the 2028 Rocket Mortgage Notes.
The 2031 Notes mature on
August 1, 2031 unless earlier redeemed or repurchased. No sinking fund is provided for the 2031 Notes. Cash interest on the 2031 Notes
will accrue from June 16, 2026 and is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1,
2026, at a rate of 6.125% per year.
The 2034 Notes mature on
June 15, 2034 unless earlier redeemed or repurchased. No sinking fund is provided for the 2034 Notes. Cash interest on the 2034 Notes
will accrue from June 16, 2026 and is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December
15, 2026, at a rate of 6.500% per year.
Prior to August 1, 2028,
the Company may redeem the 2031 Notes at its option, in whole at any time or in part from time to time, upon giving not less than 10 nor
more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the 2031 Notes redeemed, plus a “make-whole”
premium and accrued and unpaid interest. On or after August 1, 2028, the Company may redeem the 2031 Notes at its option, in whole at
any time or in part from time to time, upon giving not less than 10 nor more than 60 days’ notice, at the redemption prices set
forth in the Indenture.
The Company may also redeem
the 2031 Notes prior to August 1, 2028, at any time or from time to time, in an amount equal to the net cash proceeds received by the
Company or any parent thereof from any equity offering at a redemption price equal to 106.125% of the principal amount plus accrued and
unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed
40% of the original aggregate principal amount of the 2031 Notes (calculated after giving effect to any issuance of additional notes that
are 2031 Notes), provided that the redemption takes place not later than 90 days after the closing of the related equity offering; and
not less than 50% of the principal amount of the 2031 Notes remains outstanding immediately thereafter.
Prior to June 15, 2029,
the Company may redeem the 2034 Notes at its option, in whole at any time or in part from time to time, upon giving not less than 10 nor
more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the 2034 Notes redeemed, plus a “make-whole”
premium and accrued and unpaid interest. On or after June 15, 2029, the Company may redeem the 2034 Notes at its option, in whole at any
time or in part from time to time, upon giving not less than 10 nor more than 60 days’ notice, at the redemption prices set forth
in the Indenture.
The Company may also redeem
the 2034 Notes prior to June 15, 2029, at any time or from time to time, in an amount equal to the net cash proceeds received by the Company
or any parent thereof from any equity offering at a redemption price equal to 106.500% of the principal amount plus accrued and unpaid
interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40%
of the original aggregate principal amount of the 2034 Notes (calculated after giving effect to any issuance of additional notes that
are 2034 Notes), provided that the redemption takes place not later than 90 days after the closing of the related equity offering; and
not less than 50% of the principal amount of the 2034 Notes remains outstanding immediately thereafter.
The Indenture contains
covenants that limit the ability of the Company and its subsidiaries to, among other things: (i) create liens on assets and (ii) consolidate,
merge, sell or otherwise dispose of all or substantially all of their assets. These covenants are subject to a number of important limitations
and exceptions. Additionally, upon the occurrence of specified change of control triggering events, the Company shall offer to repurchase
the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.
The Indenture sets forth
certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy
or insolvency events of default involving the Company, or any of their significant subsidiaries, after which the Notes become automatically
due and payable.
The Notes were offered
only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities
Act, or to non-U.S. investors in reliance on Regulation S under the Securities Act. The Notes were not, and will not be,
registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
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: June 16, 2026
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ROCKET COMPANIES, INC. |
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By: |
/s/ Noah Edwards |
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Name: |
Noah Edwards |
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Title: |
Chief Accounting Officer |
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