[Form 4] Rocket Companies, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rocket Companies, Inc. (RKT) filed a Form 4 showing director Matthew Rizik received 6,372,010 new Class L shares on 30 June 2025 as part of the company’s completed Up-C structure collapse.

The issuance consists of 3,186,005 Class L-1 and 3,186,005 Class L-2 shares, all acquired at $0 cost. Class L-1 shares are locked until 30 June 2026, while Class L-2 shares are locked until 30 June 2027. After the respective lock-ups, each share can convert 1-for-1 into Class A common stock, or will automatically convert immediately prior to most transfers. Additionally, all Class L shares will automatically convert to Class A when they hold less than 79 % of total voting power after 30 June 2027.

Following the transaction, Rizik beneficially owns 1,033,184 Class A shares (including 293,574 unvested RSUs) plus the newly issued Class L shares, all held directly.

Investor takeaways: The Up-C collapse simplifies Rocket’s capital structure and aligns insiders’ economic interests with public shareholders. However, the creation of 6.37 million convertible shares introduces a future supply overhang that could dilute Class A holders once lock-ups expire in 2026-2027.

Positive

• Completion of Up-C collapse eliminates a complex dual-entity structure, potentially improving corporate governance and financial transparency.
• Insider alignment: Director Matthew Rizik’s large equity position, subject to multi-year lock-ups, ties leadership incentives to long-term share performance.

Negative

• Potential dilution: 6.37 million Class L shares can convert 1-for-1 into Class A stock starting in 2026-2027, expanding float.
• Lock-up expirations may introduce significant share supply at the end of each restriction period, posing price-pressure risk.

Insights

Corporate Governance Specialist

TL;DR: Up-C collapse streamlines governance; insider receives locked, convertible shares—positive for transparency.

The Form 4 confirms Rocket’s execution of its Transaction Agreement, exchanging legacy RHI voting shares for Class L stock. By collapsing the Up-C, Rocket removes a dual-entity structure that previously complicated reporting and tax allocations. Lock-ups through 2026-2027 prevent immediate market impact, while mandatory conversion rules ensure eventual alignment with Class A. From a governance lens, this is a constructive step, concentrating oversight in a single public entity and improving comparability for investors.

Equity Risk Analyst

TL;DR: 6.37 M new convertible shares create future dilution risk—negative for Class A float.

The issuance adds roughly 6.4 million shares that will convert into Class A after lock-ups, representing nearly 5 % of Rocket’s 130 million Class A shares outstanding (latest 10-K). While no cash left the company and the shares were expected under the Up-C unwind, investors should monitor 2026-2027 conversion windows when sell-pressure could expand float and weigh on EPS. The automatic conversion trigger tied to voting power may accelerate dilution if insiders reduce holdings sooner than planned.

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

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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^*

Rizik Matthew

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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 L-1 common stock	06/30/2025		A		3,186,005(1)(2)(3)	A	$0	3,186,005	D
Class L-2 common stock	06/30/2025		A		3,186,005(1)(2)(3)	A	$0	3,186,005	D
Class A common stock								1,033,184(4)	D

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 June 30, 2025, Rocket Companies, Inc. ("Rocket") completed the collapse of its "Up-C" structure (the "Up-C Collapse") pursuant to the Transaction Agreement, by and among Rocket, Rock Holdings Inc. ("RHI"), Eclipse Sub, Inc., Rocket GP, LLC, Daniel Gilbert and RHI II, LLC. Pursuant to the Transaction Agreement, each RHI shareholder, in consideration for its voting common shares of RHI, par value $0.001 per share (the "RHI Shares"), received for each RHI Share 56.54 newly issued shares of Rocket Class L common stock, par value $0.00001 per share (the "Class L Common Stock"), half of which are designated Class L-1 Common Stock, par value $0.00001 per share ("Class L-1 Common Stock"), and half of which are designated Class L-2 Common Stock, par value $0.00001 per share ("Class L-2 Common Stock"). (Cont'd in FN2)

2. (Cont'd from FN1) Subject to certain limited exceptions as provided in Rocket's certificate of incorporation, (i) holders of Class L-1 Common Stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2026, and (ii) holders of Class L-2 Common Stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2027. Following June 30, 2026, each share of Class L-1 common stock (i) may be converted at any time, at the option of the holder, into one share of Rocket Class A common stock, par value $0.00001 per share ("Class A Common Stock"), and (ii) will automatically convert into one share of Rocket Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in Rocket's certificate of incorporation. (Cont'd in FN3)

3. (Cont'd from FN2) Following June 30, 2027, each share of Class L-2 Common Stock (i) may be converted at any time, at the option of the holder, into one share of Class A Common Stock and (ii) will automatically convert into one share of Rocket Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in Rocket's certificate of incorporation. In addition, upon the later to occur of (A) June 30, 2027 and (B) the date that the outstanding shares of Class L Common Stock no longer represent at least 79% of the total voting power of the issued and outstanding shares of Rocket common stock, all shares of Class L Common Stock will automatically convert to newly issued shares of Class A Common Stock.

4. Reported amount includes 293,574 unvested restricted stock units ("RSUs") granted under the Rocket Companies, Inc. 2020 Omnibus Incentive Plan. Each RSU represents the contingent right to receive one share of Class A common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, subject to the Reporting Person's continued employment on the applicable vesting date.

	/s/ Matthew Rizik	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the RKT Form 4 filed on 2 July 2025 disclose?

It showed director Matthew Rizik received 3.19 M Class L-1 and 3.19 M Class L-2 shares at $0 as part of Rocket’s Up-C collapse.

How many Rocket Companies shares does Matthew Rizik own after the transaction?

He directly holds 6.37 M Class L shares plus 1,033,184 Class A shares (including 293,574 unvested RSUs).

When can the new Class L-1 and Class L-2 shares convert to Class A?

Class L-1 converts after 30 June 2026; Class L-2 converts after 30 June 2027 or automatically upon most transfers.

Why were the Class L shares issued at $0?

They were an equity exchange under the Transaction Agreement, replacing legacy RHI voting shares during the Up-C structure collapse—no cash transaction occurred.

Does this filing affect Rocket Companies’ share count immediately?

Not for Class A holders today; dilution occurs only when Class L shares convert to Class A after their lock-ups.