STOCK TITAN

RKT insider reports 89,859 Class A via Mr. Cooper merger terms

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rocket Companies, Inc. (RKT) reported an insider transaction related to its completed acquisition of Mr. Cooper Group Inc. On October 1, 2025, Director and 10% owner Daniel B. Gilbert acquired 89,859 shares of Class A common stock at $0, reflecting the merger consideration mechanics.

Per the merger terms, each outstanding share of Mr. Cooper common stock converted into the right to receive 11.0 shares of Rocket Class A common stock and cash in lieu of fractional shares. The 89,859 Class A shares were received in exchange for 8,169 Mr. Cooper shares in a transaction exempt under Rule 16b-3. As context, closing prices on September 30, 2025 were $19.38 for Rocket Class A and $210.79 for Mr. Cooper common stock.

Following the reported transaction, 89,859 Class A shares were beneficially owned indirectly by The Daniel B Gilbert Trust u/a/d 12/23/1996. The filing also lists beneficial holdings of 498,416,138 Class L-1 and 498,416,138 Class L-2 shares directly, and 70,107,640 Class L-1 and 70,107,640 Class L-2 shares indirectly via Daniel Gilbert Trust #1 u/a/d 8/23/16.

Positive

  • None.

Negative

  • None.
Insider Gilbert Daniel B
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Class A common stock 89,859 $0.00 --
holding Class L-1 common stock -- -- --
holding Class L-2 common stock -- -- --
holding Class L-1 common stock -- -- --
holding Class L-2 common stock -- -- --
Holdings After Transaction: Class A common stock — 89,859 shares (Indirect, See footnote); Class L-1 common stock — 498,416,138 shares (Direct); Class L-2 common stock — 498,416,138 shares (Direct); Class L-1 common stock — 70,107,640 shares (Indirect, See footnote); Class L-2 common stock — 70,107,640 shares (Indirect, See footnote)
Footnotes (1)
  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. (Cont'd in FN2) (Cont'd from FN1) Pursuant to the Merger Agreement, each outstanding share of Mr. Cooper common stock, par value $0.01 per share (the "Mr. Cooper common stock"), 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, and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes. Received in exchange for 8,169 shares of Mr. Cooper common stock in connection with the Mr. Cooper Acquisition in a transaction exempt under Rule 16b-3. On September 30, 2025, the last trading day before the Mr. Cooper Acquisition, the closing price of Rocket's Class A common stock was $19.38 per share and the closing price of the Mr. Cooper common stock was $210.79 per share. Directly owned by The Daniel B Gilbert Trust u/a/d 12/23/1996, as amended, a trust for the benefit of the Reporting Person. Directly owned by Daniel Gilbert Trust #1 u/a/d 8/23/16, a revocable trust for the benefit of the Reporting Person.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gilbert Daniel B

(Last) (First) (Middle)
C/O ROCKET COMPANIES, INC.
1050 WOODWARD AVENUE

(Street)
DETROIT MI 48226

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rocket Companies, Inc. [ RKT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 10/01/2025 A 89,859(1)(2)(3) A $0 89,859 I See footnote(4)
Class L-1 common stock 498,416,138 D
Class L-2 common stock 498,416,138 D
Class L-1 common stock 70,107,640 I See footnote(5)
Class L-2 common stock 70,107,640 I See footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
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. (Cont'd in FN2)
2. (Cont'd from FN1) Pursuant to the Merger Agreement, each outstanding share of Mr. Cooper common stock, par value $0.01 per share (the "Mr. Cooper common stock"), 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, and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes.
3. Received in exchange for 8,169 shares of Mr. Cooper common stock in connection with the Mr. Cooper Acquisition in a transaction exempt under Rule 16b-3. On September 30, 2025, the last trading day before the Mr. Cooper Acquisition, the closing price of Rocket's Class A common stock was $19.38 per share and the closing price of the Mr. Cooper common stock was $210.79 per share.
4. Directly owned by The Daniel B Gilbert Trust u/a/d 12/23/1996, as amended, a trust for the benefit of the Reporting Person.
5. Directly owned by Daniel Gilbert Trust #1 u/a/d 8/23/16, a revocable trust for the benefit of the Reporting Person.
/s/ Daniel B. Gilbert 10/24/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did RKT disclose in this Form 4?

Director and 10% owner Daniel B. Gilbert acquired 89,859 Class A shares at $0 on October 1, 2025, tied to the Mr. Cooper acquisition.

What was the exchange ratio for Mr. Cooper shareholders in the RKT deal?

Each Mr. Cooper share converted into the right to receive 11.0 shares of Rocket Class A plus cash in lieu of fractional shares.

How many Mr. Cooper shares were exchanged by the reporting person?

The filing notes 8,169 Mr. Cooper shares were exchanged, resulting in the receipt of 89,859 Rocket Class A shares.

What were the closing prices on the reference date?

As of September 30, 2025, Rocket Class A closed at $19.38 and Mr. Cooper common stock closed at $210.79.

How are the newly reported Class A shares held?

They are held indirectly by The Daniel B Gilbert Trust u/a/d 12/23/1996.

What other classes of RKT shares does the reporting person beneficially own?

The filing lists 498,416,138 Class L-1 and 498,416,138 Class L-2 shares directly, plus 70,107,640 Class L-1 and 70,107,640 Class L-2 shares indirectly via a separate trust.