[SCHEDULE 13D/A] Rocket Companies, Inc. SEC Filing

Rhea-AI Filing Summary

ValueAct Capital has filed Amendment No. 1 to its Schedule 13D, disclosing a significant position in Rocket Companies, Inc. (RKT). Through its master fund and related entities (VA Partners I, ValueAct Capital Management, ValueAct Holdings and affiliates), the group now beneficially owns 19,727,127 Class A shares of Rocket Companies, representing approximately 7.7 % of the company’s outstanding common stock.

The aggregate cost basis of the holding is about $246.4 million, funded entirely from the working capital of ValueAct Capital Master Fund. All voting and dispositive authority over the shares is shared among the various ValueAct entities; no entity reports sole power.

The ownership calculation is based on 254,664,311 shares outstanding, which includes 103,391,679 shares issued in Rocket’s all-stock acquisition of Redfin Corporation announced on 1 July 2025. As a direct consequence of that acquisition, ValueAct received an incremental 4,601,518 Rocket shares on 2 July 2025, lifting its stake to the current level.

ValueAct’s 7.7 % position places a well-known activist investor among Rocket’s largest public shareholders, potentially giving the firm influence over future strategic, financial and governance decisions at the Detroit-based mortgage and real-estate platform.

Insights

Activist Investor Analyst

TL;DR ValueAct now owns 7.7 % of RKT, adding 4.6 m shares via Redfin deal; activist involvement may drive strategic change.

Detailed view: The filing reveals ValueAct’s consolidated 19.7 m-share stake, purchased for roughly $246 m. The group’s decision to convert Redfin stock into Rocket shares increases its economic exposure without open-market buying, signalling confidence in Rocket’s post-merger prospects. ValueAct’s history of constructive activism suggests potential engagement on capital allocation, digital expansion or margin improvement. Although 7.7 % is not a controlling position, the firm’s collaborative style and track record with similarly sized stakes (e.g., Nintendo, Citigroup) often catalyse operational enhancements. Overall, the disclosure is positive for minority shareholders, indicating both sophisticated due-diligence endorsement and the prospect of governance pressure that could unlock value.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Rocket Companies, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

77311W101

(CUSIP Number)

Jason Breeding,Sonia Muscatine
One Letterman Drive, Building D, 4th Floor
San Francisco, CA, 94129
415-362-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/02/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 77311W101

1

Name of reporting person

VA Partners I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,727,127.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,727,127.00

11

Aggregate amount beneficially owned by each reporting person

19,727,127.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5 (14) LLC

SCHEDULE 13D

CUSIP No. 77311W101

1

Name of reporting person

ValueAct Capital Master Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,727,127.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,727,127.00

11

Aggregate amount beneficially owned by each reporting person

19,727,127.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5

SCHEDULE 13D

CUSIP No. 77311W101

1

Name of reporting person

ValueAct Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,727,127.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,727,127.00

11

Aggregate amount beneficially owned by each reporting person

19,727,127.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5

SCHEDULE 13D

CUSIP No. 77311W101

1

Name of reporting person

ValueAct Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,727,127.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,727,127.00

11

Aggregate amount beneficially owned by each reporting person

19,727,127.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5 (14) LLC

SCHEDULE 13D

CUSIP No. 77311W101

1

Name of reporting person

ValueAct Holdings, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,727,127.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,727,127.00

11

Aggregate amount beneficially owned by each reporting person

19,727,127.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5

SCHEDULE 13D

CUSIP No. 77311W101

1

Name of reporting person

ValueAct Holdings II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,727,127.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,727,127.00

11

Aggregate amount beneficially owned by each reporting person

19,727,127.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5

SCHEDULE 13D

CUSIP No. 77311W101

1

Name of reporting person

ValueAct Holdings GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,727,127.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,727,127.00

11

Aggregate amount beneficially owned by each reporting person

19,727,127.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5 (14) LLC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Rocket Companies, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1050 WOODWARD AVENUE, DETROIT, MICHIGAN , 48226.
Item 1 Comment: This Amendment No. 1 supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the "SEC"), as amended from time to time (the "Schedule 13D"), the Class A Common Stock (the "Common Stock") of Rocket Companies, Inc., a Delaware corporation (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:
Item 3.	Source and Amount of Funds or Other Consideration
	The source of funds used for the purchase of the Issuer's securities was the working capital of ValueAct Master Fund. The aggregate purchase price of the Common Stock beneficially owned by the ValueAct Master Fund is approximately $246,408,433.61.
Item 5.	Interest in Securities of the Issuer
(a)	Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for each person named in Item 2. Shares reported as beneficially owned by ValueAct Master Fund are also reported as beneficially owned by (i) ValueAct Management L.P. as the manager of each such investment partnership, (ii) ValueAct Management LLC, as General Partner of ValueAct Management L.P., (iii) ValueAct Holdings, as the majority owner of the membership interests of VA Partners I, (iv) ValueAct Holdings 11, as the sole owner of the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC, and (v) ValueAct Holdings GP, as General Partner of ValueAct Holdings and ValueAct Holdings II. Shares reported as beneficially owned by ValueAct Master Fund are also reported as beneficially owned by VA Partners I, as General Partner of ValueAct Master Fund. VA Partners I, ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP also, directly or indirectly, may own interests in one or more than one of the partnerships from time to time. Unless otherwise indicated below, by reason of such relationship ValueAct Master Fund is reported as having shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of, such shares of Common Stock, with VA Partners I (only with respect to ValueAct Master Fund), ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP. As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of 19,727,127 shares of Common Stock, representing approximately 7.7% of the Issuer's outstanding Common Stock. All percentages set forth in this Schedule 13D are based upon 254,664,311 shares of Common Stock, which is the sum of (a) the Issuer's reported 151,272,632 outstanding shares of Common Stock as of May 2, 2025 as reported in the Issuer's Form 10-Q for the fiscal period ended March 31, 2025, and (b) 103,391,679 shares of Common Stock of the Issuer that Redfin Corporation's ("Redfin") stockholders will receive pursuant to the Issuer's all-stock acquisition of Redfin as reported in the Issuer's Form 8-K dated July 1, 2025.
(b)	The response to Item 5(a) is incorporated herein by reference.
(c)	The following sets forth all transactions with respect to shares of Common Stock effected since the date of the previous filing to this Schedule 13D by the Reporting Persons, inclusive of any transactions effected through 1:00 p.m., New York City time, on July 3, 2025: As a result of the Redfin acquisition described in Item 5(a), ValueAct Master Fund acquired 4,601,518 shares of Common Stock effective July 2, 2025.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

VA Partners I, LLC

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory
Date:	07/03/2025

ValueAct Capital Master Fund, L.P.

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory, VA Partners I, LLC, its General Partner
Date:	07/03/2025

ValueAct Capital Management, L.P.

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory, ValueAct Capital Management, LLC, its General Partner
Date:	07/03/2025

ValueAct Capital Management, LLC

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory
Date:	07/03/2025

ValueAct Holdings, L.P.

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory, ValueAct Holdings GP, LLC, its General Partner
Date:	07/03/2025

ValueAct Holdings II, L.P.

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory, ValueAct Holdings GP, LLC, its General Partner
Date:	07/03/2025

ValueAct Holdings GP, LLC

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory
Date:	07/03/2025

FAQ

How many Rocket Companies (RKT) shares does ValueAct own?

ValueAct beneficially owns 19,727,127 Class A shares of Rocket Companies.

What percentage of Rocket Companies’ outstanding shares is held by ValueAct?

The stake represents approximately 7.7 % of Rocket Companies’ outstanding common stock.

How did ValueAct acquire an additional 4.6 million Rocket shares?

Those shares were received on 2 July 2025 when Rocket completed its all-stock acquisition of Redfin Corporation.

What is the total cost basis of ValueAct’s investment in Rocket Companies?

The aggregate purchase price reported is about $246,408,433.61.

Does ValueAct have sole voting power over its Rocket shares?

No. All voting and dispositive power is shared among the various ValueAct entities; sole power is reported as 0.

How many shares were used to calculate the 7.7 % ownership figure?

The calculation is based on 254,664,311 outstanding shares of Rocket Companies.