[8-K] Rocket Companies, Inc. Reports Material Event

Rhea-AI Filing Summary

Rocket Companies (RKT) disclosed material information about a proposed transaction with Mr. Cooper and the principal risks that could affect completion and outcomes. The filing warns the transaction may not close or could be delayed, that conditions to closing might not be satisfied, and that announcement or pendency could distract management, affect key personnel and business relationships, or depress the companies' stock prices. It also highlights potential legal risks including stockholder litigation, tax treatment uncertainty, third-party contract consents, and integration challenges that could prevent anticipated synergies or make them take longer or cost more than expected. The statement points investors to a registration statement and each company’s public SEC filings for additional details.

Positive

• Proposed transaction is framed as creating anticipated benefits and synergies for the combined company, per the filing

Negative

• Transaction may not complete or could be significantly delayed, adversely affecting business and stock prices
• Conditions to closing might not be satisfied, including third-party consents that could be triggered by the deal
• Management distraction and retention risk could harm operations and relationships during pendency
• Potential for litigation, including stockholder suits, which could increase costs or delay completion
• Integration risk that synergies may not be realized or could take longer and cost more than expected
• Uncertainty about anticipated tax treatment and other post-transaction financial impacts

Insights

Financial Analyst

TL;DR: This 8-K lists significant closing, legal, operational and market risks tied to a proposed merger that could materially affect near-term valuation and execution.

The filing is a risk-focused disclosure rather than performance data. Key investor concerns are execution risk: the transaction may not close or could require conditions that are difficult to satisfy; litigation and consent requirements may increase cost or delay; and market reaction could pressure stock prices. Operationally, management distraction and retention risks could harm ongoing results. The disclosure appropriately directs readers to the registration statement and periodic reports for fuller financial and contractual detail.

M&A Specialist

TL;DR: The document highlights common M&A contingencies and integration risks that could reduce or delay deal synergies and increase transaction costs.

The filing enumerates material transactional risks: failure to satisfy closing conditions, third-party consents, termination-triggering events (including possible termination fees), tax treatment uncertainty, and integration execution risk. These factors can erode projected accretion and extend timelines. The explicit acknowledgment that anticipated benefits and synergies may not be realized is a prudent disclosure signifying unresolved integration and execution assumptions.

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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) September 22, 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:

☐     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. ☐

Item 8.01 Other Events

On September 22, 2025, Rocket Companies, Inc. ("Rocket") issued a press release announcing that (i) in connection with its pending acquisition of Mr. Cooper Group Inc. ("Mr. Cooper" and such acquisition, the "Mr. Cooper Acquisition"), Nationstar Mortgage Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Mr. Cooper ("Nationstar"), issued conditional notices of redemption with respect to all of Nationstar’s outstanding (1) 5.000% senior notes due 2026, (2) 6.000% senior notes due 2027 and (3) 5.500% senior notes due 2028, each to be redeemed on October 1, 2025, subject to closing of the Mr. Cooper Acquisition; and (ii) following the closing of the Mr. Cooper Acquisition, Rocket will effect an internal reorganization of certain Mr. Cooper subsidiaries.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K, including Exhibit 99.1, is for information purposes only and does not constitute a notice of redemption for any series of Nationstar notes.

Forward Looking Statements

This communication contains statements herein regarding the proposed transaction between Rocket and Mr. Cooper. Future financial and operating results; benefits and synergies of the transaction; future opportunities for the combined company; the conversion of equity interests contemplated by the Agreement and Plan of Merger (the "Merger Agreement") entered into on March 31, 2025, by and among Rocket, Mr. Cooper, Maverick Merger Sub, Inc., a direct, wholly owned subsidiary of Rocket, and Maverick Merger Sub 2, LLC, a direct, wholly owned subsidiary of Rocket; the issuance of common stock of Rocket contemplated by the Merger Agreement; the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. Such forward-looking statements are based upon current beliefs, expectations and discussions related to the proposed transaction and are subject to significant risks and uncertainties that could cause actual results to differ materially from the results expressed in such statements.

Risks and uncertainties include, among other things, (i) the risk that the proposed transaction may not be completed in a timely basis or at all, which may adversely affect Rocket’s and Mr. Cooper’s businesses and the price of their respective securities; (ii) the potential failure to satisfy the conditions to the consummation of the proposed transaction; (iii) the effect of the announcement, pendency or completion of the proposed transaction on each of Rocket’s or Mr. Cooper’s ability to attract, motivate, retain and hire key personnel and maintain relationships with others with whom Rocket or Mr. Cooper does business, or on Rocket’s or Mr. Cooper’s operating results and business generally; (iv) that the proposed transaction may divert management’s attention from each of Rocket’s and Mr. Cooper’s ongoing business operations; (v) the risk of any legal proceedings related to the proposed transaction or otherwise, including the risk of stockholder litigation in connection with the proposed transaction, or the impact of the proposed transaction thereupon, including resulting expense or delay; (vi) that Rocket or Mr. Cooper may be adversely affected by other economic, business and/or competitive factors; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require payment of a termination fee; (viii) the risk that restrictions during the pendency of the proposed transaction may impact Rocket’s or Mr. Cooper’s ability to pursue certain business opportunities or strategic transactions; (ix) the anticipated tax treatment of the proposed transaction may not be obtained, risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; (x) the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected; (xi) the impact of legislative, regulatory, economic, competitive and technological changes; (xii) risks relating to the value of Rocket securities to be issued in the proposed transaction; (xiii) the risk that integration of the Rocket and Mr. Cooper businesses post-closing may not occur as anticipated or the combined company may not be able to achieve the anticipated synergies expected from the proposed transaction, and the costs associated with such integration; and (xiv) the effect of the announcement, pendency or completion of the proposed transaction on the market price of the common stock of each of Rocket and Mr. Cooper.

These risks, as well as other risks related to the proposed transaction, are more fully described in a registration statement on Form S-4/A (the "Registration Statement") filed by Rocket with the Securities and Exchange Commission (the "SEC") on July 25, 2025 in connection with the proposed transaction. While the list of factors presented here and the list of factors presented in the Registration Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Additional factors that may affect future results are contained in each company’s filings with the SEC, including each company’s most recent Annual Report on Form 10-K and Form 10-K/A, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available at the SEC’s website http://www.sec.gov. The information set forth herein speaks only as of the date hereof, and any intention or obligation to update any forward-looking statements as a result of developments occurring after the date hereof is hereby disclaimed.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press release, dated September 22, 2025, announcing the redemption of the Nationstar notes and post-closing re-organization transactions
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 22, 2025

ROCKET COMPANIES, INC.

By:

/s/ Noah Edwards

Name:

Noah Edwards

Title:

Chief Accounting Officer

FAQ

What are the main risks Rocket (RKT) disclosed about the proposed transaction?

The filing lists closing risk, unmet conditions, management distraction, legal proceedings, third-party consent issues, tax uncertainty, integration challenges, and potential negative market reaction.

Does the filing say the merger will definitely close?

No. The filing explicitly states the proposed transaction may not be completed or could be delayed and identifies conditions that must be satisfied.

Are there integration or synergy risks mentioned for Rocket and Mr. Cooper?

Yes. The filing warns that anticipated benefits and synergies may not be fully realized or may take longer and integration may cost more than expected.

Does the document reference where to find more detailed information?

Yes. It refers readers to a registration statement and each company’s SEC filings for additional disclosure and factors affecting future results.

Could the announcement affect Rocket's stock price?

The filing states the announcement, pendency or completion of the transaction could affect the market price of each company’s common stock.