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

Rhea-AI Filing Summary

ValueAct Capital has filed Amendment No. 3 to Schedule 13D regarding its position in Rocket Companies, Inc. (RKT). The filing shows that ValueAct Capital Master Fund, L.P. and its affiliated entities—VA Partners I, ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II and ValueAct Holdings GP—collectively hold 25,395,627 Class A shares of Rocket Companies.

This ownership equals 9.9 % of the 254,664,311 shares that Rocket states will be outstanding after completion of its announced all-stock acquisition of Redfin. The group has shared voting and shared dispositive power over all shares; it reports no sole voting or dispositive authority. The stake was purchased entirely with the working capital of the ValueAct Master Fund at an aggregate cost of approximately $324.6 million.

Other Schedule 13D information remains unchanged; the amendment primarily updates share count, percentage ownership and cost basis, and attaches a list of recent transactions as Exhibit 1.

Positive

• ValueAct Capital and affiliates now own 25,395,627 Rocket Companies Class A shares, representing 9.9 % of the pro-forma share count.
• The stake cost approximately $324.6 million, indicating a sizeable capital commitment from a respected institutional investor.

Negative

• None.

Insights

Equity Research Analyst

TL;DR ValueAct now controls 9.9 % of Rocket Companies, investing $324.6 m; filing shows material but non-controlling stake, no stated strategic plans.

Detail & Impact: A 9.9 % holding establishes ValueAct as Rocket’s largest publicly disclosed outside shareholder. The percentage is just below the 10 % threshold that can trigger additional regulatory obligations, indicating careful position sizing. Ownership is fully shared across ValueAct entities, so internal alignment is clear. Although no intentions are disclosed, concentrated stakes by ValueAct historically precede active engagement; the mere presence of a sophisticated investor can influence market perception of governance and capital allocation. The disclosed $324.6 m cost basis gives insight into ValueAct’s average entry price and available profit cushion. Rocket’s pending Redfin acquisition substantially enlarges the share count denominator; ValueAct calculated its percentage on the pro-forma share total, reflecting transparency.

Impact Rating: Positive (1) – A well-known institutional investor committing nearly 10 % of shares typically lends credibility and may catalyze strategic dialogue, even in the absence of explicit plans.

Activist Investment Specialist

TL;DR ValueAct’s amended 13D confirms a near-10 % Rocket stake; activist toolkit available though no proposals yet disclosed.

ValueAct’s structure—multiple partnerships with shared voting rights—mirrors prior campaigns where it has influenced corporate strategy without immediate board contests. The $324 m investment signals conviction despite housing-finance cyclicality. By basing ownership on the enlarged post-Redfin share count, ValueAct communicates awareness of forthcoming dilution and still remains below 10 %. Absent stated objectives, the filing is informational, but the size alone is material for governance watchers. Investors should monitor forthcoming filings (13D amendments or 13F) for any shift toward active intent such as board nominations or operational recommendations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

07/31/2025

(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 25,395,627.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,395,627.00

11

Aggregate amount beneficially owned by each reporting person

25,395,627.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

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 25,395,627.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,395,627.00

11

Aggregate amount beneficially owned by each reporting person

25,395,627.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

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 25,395,627.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,395,627.00

11

Aggregate amount beneficially owned by each reporting person

25,395,627.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

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 25,395,627.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,395,627.00

11

Aggregate amount beneficially owned by each reporting person

25,395,627.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

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 25,395,627.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,395,627.00

11

Aggregate amount beneficially owned by each reporting person

25,395,627.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

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 25,395,627.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,395,627.00

11

Aggregate amount beneficially owned by each reporting person

25,395,627.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

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 25,395,627.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,395,627.00

11

Aggregate amount beneficially owned by each reporting person

25,395,627.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

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. 3 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 $324,555,682.57.
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 II, 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 25,395,627 shares of Common Stock, representing approximately 9.9% 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)	Information concerning transactions in the Common Stock of the Issuer effected since the date of the previous filing to this Schedule 13D by the Reporting Persons is set forth in Exhibit 1 attached hereto and is incorporated herein by reference.
(d)	Not applicable.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Transactions in Securities of the Issuer

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:	08/04/2025

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:	08/04/2025

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:	08/04/2025

ValueAct Capital Management, LLC

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory
Date:	08/04/2025

ValueAct Holdings, L.P.

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory, ValueAct Holdings GP, LLC, its General Partner
Date:	08/04/2025

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:	08/04/2025

ValueAct Holdings GP, LLC

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory
Date:	08/04/2025

FAQ

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

ValueAct and its affiliates report ownership of 25,395,627 Class A shares.

What percentage of RKT’s outstanding shares does this represent?

The holding equals 9.9 % of 254,664,311 shares (inclusive of shares to be issued for the Redfin acquisition).

How much did ValueAct pay for its Rocket Companies position?

The filing cites an aggregate purchase price of approximately $324,555,682.57.

Did ValueAct disclose its voting or dispositive power over the shares?

Yes. The group has shared voting and shared dispositive power over all reported shares; it has no sole authority.

What is the date of the event requiring this Schedule 13D amendment?

The event date is July 31, 2025; the amendment was signed on August 4, 2025.