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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 9, 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)) |
| |
|
| ☐ |
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. ☐
On
June 9, 2026, Rocket Companies, Inc. (the “Company”) upsized and priced its previously
announced private offering of $900,000,000 aggregate principal amount of 6.125% senior notes
due 2031 and $600,000,000 aggregate principal amount of 6.500% senior notes due 2034 (collectively, the “Notes”
and such offering, the “Offering”).
The
Notes will initially be 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 guarantors under the Company’s existing senior notes.
The
Offering is expected to close on June 16, 2026, subject to certain customary conditions.
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.
On
June 9, 2026, the Company issued conditional notices of redemption for the entire outstanding principal amount of each of the 2026 Rocket
Mortgage Notes and the 2028 Rocket Mortgage Notes to be redeemed on or about June 19, 2026 and July 9, 2026, respectively, at a redemption
price equal to 100.0% of the principal amount of the applicable notes to be redeemed, plus accrued and unpaid interest to, but excluding,
the redemption date. Each redemption is conditioned on the closing of the Offering.
A
copy of the press release is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and
incorporated by reference herein.
The
Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”)
or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent
registration or an applicable exemption from such registration requirements. Accordingly, the Notes are being offered and sold only to
persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S.
persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
This
Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of, the
Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
| Item 9.01 |
Financial Statements and Exhibits. |
| |
|
| (d) |
Exhibits |
|
Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated June 9, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document |
Forward-Looking Statements
This Current Report contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which involve
risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including
the terms “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. All statements other
than statements of historical facts, including statements regarding the Offering, our strategy, future operations, future financial position,
future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements.
As you read this Current Report, you should understand that these statements are not guarantees of performance or results. They involve
known and unknown risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in our
Annual Report on the Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the
“SEC”) on March 2, 2026, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, submitted to the
SEC on May 11, 2026. Although we believe that these forward-looking statements are based upon reasonable assumptions, you should be aware
that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially
from those in the forward-looking statements. The forward-looking statements made herein are made only as of the date of this Current
Report. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to
reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements
are based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained in this Current Report.
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.
Dated: June 9, 2026
| |
ROCKET COMPANIES, INC. |
|
| |
|
|
|
| |
By: |
/s/ Noah Edwards |
|
| |
Name: |
Noah Edwards |
|
| |
Title: |
Chief Accounting Officer |
|
EXHIBIT 99.1
Rocket Companies Announces Upsizing and Pricing
of Senior Notes due 2031 and Senior Notes due 2034
DETROIT, June 9,
2026 – Rocket Companies, Inc. (NYSE: RKT) (the “Company”), the Detroit-based fintech platform including
mortgage, real estate, title and personal finance businesses, today priced its previously announced private offering of $900,000,000 aggregate
principal amount of 6.125% senior notes due 2031 and $600,000,000 aggregate principal amount of 6.500% senior notes due 2034 (collectively,
the “Notes” and such offering, the “Offering”). The aggregate principal amount of the Notes to be
issued was increased to $1.5 billion from the previously announced $1.2 billion.
The Notes will initially
be 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 guarantors under the Company’s existing senior notes.
The Offering is expected
to close on June 16, 2026, subject to certain customary conditions.
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 Company issued conditional
notices of redemption for the entire outstanding principal amount of each of the 2026 Rocket Mortgage Notes and the 2028 Rocket Mortgage
Notes to be redeemed on or about June 19, 2026 and July 9, 2026, respectively, at a redemption price equal to 100.0% of the principal
amount of the applicable notes to be redeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date. Each
redemption is conditioned on the closing of the Offering.
This press release does not
constitute a notice of redemption with respect to the 2026 Rocket Mortgage Notes or the 2028 Rocket Mortgage Notes.
The Notes are being offered
only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside
the United States, to non-U.S. investors pursuant to Regulation S. The Notes and related guarantees will not be registered under the Securities
Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent an effective registration
statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of
the Securities Act or any state securities laws.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934,
as amended, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking
terminology, including the terms “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.
All statements other than statements of historical facts, including statements regarding the Offering, our strategy, future operations,
future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are
forward-looking statements. As you read this press release, you should understand that these statements are not guarantees of performance
or results. They involve known and unknown risks, uncertainties and assumptions, including those described under the heading “Risk
Factors” in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange
Commission (the “SEC”) on March 2, 2026, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026,
submitted to the SEC on May 11, 2026. Although we believe that these forward-looking statements are based upon reasonable assumptions,
you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results
to differ materially from those in the forward-looking statements. The forward-looking statements made herein are made only as of the
date of this press release. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements
made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which
any such statements are based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by the cautionary statements contained in this press release.
Investor Relations Contact:
Sharon Ng
ir@rocket.com
(313) 769-2058
Media Contact:
Aaron Emerson
aaronemerson@rocket.com
(313) 373-3035
