Rocket (RKT) Form 4/A: RSU conversion and 816,743 new RSUs granted
Rhea-AI Filing Summary
Jesse K. Bray, President & CEO of Rocket Mortgage and director of Rocket Companies, Inc. (RKT), reported multiple acquisitions of Rocket Class A common stock on 10/01/2025 tied to the closing of Rocket's acquisition of Mr. Cooper.
Pursuant to the merger terms each Mr. Cooper share converted into 11.0 Rocket Class A shares and restricted stock units (RSUs) of Mr. Cooper converted into Rocket RSUs with the same time-based vesting. The Form 4/A shows total beneficial ownership of 10,038,351 Class A shares following the transactions and notes a separate grant of 816,743 Rocket RSUs that vest in six equal semi-annual installments beginning 10/01/2025. The filing was amended to correct an earlier clerical overstatement of the securities acquired.
Positive
- Acquisition conversion completed: Mr. Cooper shares converted at an 11.0 exchange ratio into Rocket Class A shares
- Converted RSUs preserved vesting terms, maintaining original time-based conditions post-acquisition
- New RSU grant of 816,743 shares under the 2020 Omnibus Incentive Plan with defined semi-annual vesting
Negative
- Original Form 4 overstated the number of securities acquired; an amendment was required to correct a clerical error
Insights
Insider holdings increased by merger conversion and RSU grant totaling 10,038,351 Class A shares.
The reporting shows Mr. Bray received Rocket stock through the Mr. Cooper Acquisition, where each Mr. Cooper share converted into 11.0 Rocket Class A shares and corresponding RSUs were converted on the same exchange ratio.
The report also discloses a separate grant of 816,743 RSUs under Rocket's 2020 Omnibus Incentive Plan that vest in six equal semi-annual installments beginning 10/01/2025, which is a time-based compensation arrangement rather than an immediate sale.
The Form was amended to correct an earlier clerical overstatement; the amended totals show 10,038,351 shares beneficially owned after the transactions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A common stock | 9,221,608 | $0.00 | -- |
| Grant/Award | Class A common stock | 816,743 | $0.00 | -- |
| Grant/Award | Class A common stock | 6,965,057 | $0.00 | -- |
Footnotes (1)
- On October 1, 2025, Rocket Companies, Inc. ("Rocket") completed the previously announced acquisition of Mr. Cooper Group Inc. ("Mr. Cooper" and such acquisition, the "Mr. Cooper Acquisition"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among Rocket, Mr. Cooper, Maverick Merger Sub, Inc. ("Maverick Merger Sub") and Maverick Merger Sub 2, LLC ("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 Rocket and immediately following such Maverick Merger, Mr. Cooper merged with and into Forward Merger Sub (the "Forward Merger"), with Forward Merger Sub surviving such Forward Merger and continuing as a direct, wholly owned subsidiary of Rocket. (con't in FN2) (con't from FN1) Pursuant to the Merger Agreement, each outstanding share of Mr. Cooper common stock, par value $0.01 per share, held by the Reporting Person prior to the effective time of the Maverick Merger converted into a right to receive 11.0 shares of Rocket Class A common stock, par value $0.00001 per share (the "Exchange Ratio"), and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes. Directly owned by Jesse K. Bray Living Trust, of which the Reporting Person is trustee. Reporting Person and members of his immediate family are the sole beneficiaries of the trust. Pursuant to the Merger Agreement, at the effective time of the Maverick Merger, each outstanding restricted stock unit ("RSU") of Mr. Cooper (including performance-based RSUs for which performance was determined prior to the consummation of the Mr. Cooper Acquisition, collectively, the "Mr. Cooper Awards") was converted into an RSU of Rocket for a number of shares of Class A common stock of Rocket determined by multiplying the number of Mr. Cooper shares subject to such Mr. Cooper Awards by the Exchange Ratio. The converted Mr. Cooper Awards are subject to the same time-based vesting conditions as were applicable to such Mr. Cooper Awards immediately prior to the effective time of the Maverick Merger. On October 1, 2025, the Reporting Person was granted RSUs under the Rocket Companies, Inc. 2020 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3. Each RSU represents the contingent right to receive a share of Class A common stock of Rocket for each vested RSU. The RSUs will vest in equal installments on the first six semi-annual anniversaries of October 1, 2025.
