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

Rhea-AI Filing Summary

Plymouth Industrial REIT, Inc. (PLYM) filed a Form S-8 with the SEC on 11 July 2025 to register 500,000 additional shares of its $0.01 par value common stock for issuance under the newly adopted Fourth Amended and Restated 2014 Incentive Award Plan. The plan, which replaces the Third Amended Plan, was approved by shareholders on 12 June 2025 and expands the equity pool available for employee, officer and director compensation.

The filing incorporates by reference the company’s 2024 Form 10-K, Q1-2025 Form 10-Q and several 2025 Form 8-Ks, and includes standard exhibits such as the plan document (Exhibit 4.2), legal opinion from Morrison & Foerster LLP (Exhibit 5.1) and independent auditor consent from PwC (Exhibit 23.1). Apart from customary indemnification language and undertakings, no new financial results or operational updates are disclosed. The registration is administrative in nature, intended to facilitate ongoing equity-based compensation while resulting in a modest increase in the company’s total shares outstanding.

Insights

Corporate Governance Specialist

TL;DR: Routine S-8 adds 500k shares for incentive plan; strengthens retention but only marginally dilutive.

The shareholder-approved Fourth Amended Plan increases the share pool by 500,000, enhancing PLYM’s ability to recruit and retain talent in a competitive industrial REIT space. Because the amendment was already cleared in the June 2025 proxy vote, governance risk is low and aligns with investor expectations. Incorporation of prior filings keeps disclosure streamlined. From a governance standpoint, expanding equity incentives can better align management with shareholders, potentially improving long-term performance.

Portfolio Manager

TL;DR: Filing is mostly administrative; minor dilution, no immediate earnings impact—neutral for valuation.

No fresh financial data accompanies the S-8, so earnings forecasts remain unchanged. The additional 500,000 shares represent a small fraction of outstanding equity (exact percentage not provided in the filing) and are spread over future awards, limiting near-term dilution pressure. Absent larger capital-raising or strategic actions, the registration is not an immediate catalyst for the stock. I therefore classify the impact as neutral for fundamental valuation models.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

07/09/2025

(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 22,704,955.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,704,955.00

11

Aggregate amount beneficially owned by each reporting person

22,704,955.00

12

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

13

Percent of class represented by amount in Row (11)

8.9 %

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 22,704,955.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,704,955.00

11

Aggregate amount beneficially owned by each reporting person

22,704,955.00

12

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

13

Percent of class represented by amount in Row (11)

8.9 %

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 22,704,955.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,704,955.00

11

Aggregate amount beneficially owned by each reporting person

22,704,955.00

12

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

13

Percent of class represented by amount in Row (11)

8.9 %

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 22,704,955.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,704,955.00

11

Aggregate amount beneficially owned by each reporting person

22,704,955.00

12

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

13

Percent of class represented by amount in Row (11)

8.9 %

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 22,704,955.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,704,955.00

11

Aggregate amount beneficially owned by each reporting person

22,704,955.00

12

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

13

Percent of class represented by amount in Row (11)

8.9 %

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 22,704,955.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,704,955.00

11

Aggregate amount beneficially owned by each reporting person

22,704,955.00

12

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

13

Percent of class represented by amount in Row (11)

8.9 %

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 22,704,955.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,704,955.00

11

Aggregate amount beneficially owned by each reporting person

22,704,955.00

12

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

13

Percent of class represented by amount in Row (11)

8.9 %

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. 2 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 $287,559,161.60.
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 22,704,955 shares of Common Stock, representing approximately 8.9% 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:	07/11/2025

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:	07/11/2025

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:	07/11/2025

ValueAct Capital Management, LLC

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory
Date:	07/11/2025

ValueAct Holdings, L.P.

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory, ValueAct Holdings GP, LLC, its General Partner
Date:	07/11/2025

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:	07/11/2025

ValueAct Holdings GP, LLC

Signature:	/s/ Jason B. Breeding
Name/Title:	Jason B. Breeding, Authorized Signatory
Date:	07/11/2025