Rocket Companies Inc SEC Filings

TIAA-CREF Investment Management, LLC (TCIM) filed Amendment 1 to Schedule 13G for Rocket Companies, Inc. (RKT).

• Beneficial ownership: 11,496,710 Class A shares, equal to 7.60 % of outstanding common stock as of 30 Jun 2025.
• Sole voting & dispositive power: 8,820,802 shares; no shared power reported.
• Filed under Rule 13d-1(b) as an institutional investment adviser; TCIM certifies the stake is held in the ordinary course and not to influence control.

The disclosure adds a large U.S. institutional investor to RKT’s register, signalling increased professional interest yet no activist intent. No purchase price, acquisition timing, or strategic commentary is provided.

Teachers Advisors, LLC (TAL) filed Amendment No. 1 to Schedule 13G on 06/30/2025 disclosing a beneficial stake in Rocket Companies, Inc. (RKT) common stock.

• Shares owned: Item 4 lists 11,496,710 shares, equating to 7.60 % of the outstanding class.
• Voting / dispositive power: TAL cites sole voting and dispositive power over 2,640,084 shares and no shared power.
• Reporting status: TAL files as an investment adviser (Rule 13d-1(b)(1)(ii)(E)) organized in Delaware and certifies the shares were acquired in the ordinary course of business, not with the intent to influence control.
• Certification & sign-off: Signed by Managing Director & Chief Compliance Officer Stuart R. Brunet on 07/21/2025.

Notable observation: Earlier summary boxes inside the filing reference 2,640,084 shares (1.74 %), while Item 4 cites 11,496,710 shares (7.60 %), indicating an internal inconsistency that merits clarification.

Rock Holdings Inc. (RHI) has filed Amendment No. 2 to Schedule 13G regarding Rocket Companies, Inc. (NYSE: RKT). The filing states that, following Rocket’s previously announced “Up-C” collapse completed on 30 June 2025, RHI now beneficially owns 0 shares of Rocket’s Class A common stock, equivalent to 0 % of the outstanding class. Under the Transaction Agreement dated 9 March 2025, Eclipse Sub, Inc. first merged with RHI and RHI shareholders exchanged each RHI share for 56.54 newly issued Rocket Class L common shares. Immediately thereafter, RHI merged into Rocket GP, LLC. Consequently, RHI reports no sole or shared voting or dispositive power over Rocket securities and qualifies for “ownership of 5 % or less” under Item 5 of Regulation 13D-G. The certification is signed by Treasurer & CFO Matthew Rizik on 8 July 2025.

Rocket Companies, Inc. (NYSE: RKT) – Schedule 13D filing dated 07/08/2025

The filing discloses the share ownership positions of Daniel Gilbert (Chairman), the Daniel Gilbert Trust #1, and Jennifer Gilbert (director) following the 30 June 2025 collapse of the company’s “Up-C” structure. The transaction exchanged Rock Holdings Inc. (RHI) shares and Class D common stock for newly created Class L-1 and Class L-2 common stock.

• Daniel Gilbert beneficially owns 1,608,089,722 shares (76.45 % of the Class A equivalent) comprising 996.8 M sole-vote shares and 611.3 M shared-vote shares. His stake includes direct holdings, trust holdings, shares subject to an irrevocable proxy from Jennifer Gilbert, and shares controlled under voting agreements with senior executives.
• Daniel Gilbert Trust #1 owns 140,215,280 shares (6.67 %).
• Jennifer Gilbert owns 314,055,385 shares (14.93 %), all subject to Daniel Gilbert’s voting control via an irrevocable proxy.

Capital-structure implications

• The new classes come with transfer restrictions: Class L-1 locked until 30 Jun 2026, Class L-2 until 30 Jun 2027.
• Each Class L share converts 1-for-1 into Class A common stock after the lock-up or immediately prior to transfer, introducing a potential 1.85 B incremental Class A shares—> an ≈12× increase versus the 151.3 M Class A shares outstanding as of 2 May 2025.
• Automatic conversion of all Class L shares will occur on the later of 30 Jun 2027 or when Class L voting power falls below 79 %.

Governance & agreements

• Daniel Gilbert retains majority voting control and can unilaterally approve or block shareholder actions.
• Key contracts remain in force: Registration Rights Agreement (Aug 2020), a new Letter Agreement preserving information rights, irrevocable proxy from Jennifer Gilbert, and Voting Agreements with 12 senior insiders aligning their votes with Gilbert.

Investor takeaway: The Up-C collapse simplifies the tax and ownership structure but keeps founder control intact and sets up a material future float expansion once Class L shares convert. Minority investors face significant potential dilution and continuing governance concentration.