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

Rhea-AI Filing Summary

iTeos Therapeutics (ITOS) entered into a definitive Agreement & Plan of Merger on 18-Jul-2025 with Concentra Biosciences.

• Tender offer: $10.047 cash per share plus one contingent value right (CVR); offer must start within 10 business days.
• Key conditions: more than 50% of voting shares tendered, no legal restraints, customary reps & warranties, and minimum $475 m Closing Net Cash; no financing condition.
• Post-offer merger: Merger Sub will be merged into ITOS under DGCL §251(h), creating a wholly-owned Concentra subsidiary without further shareholder vote.
• CVR economics: 100% of cash above $475 m and 80% of proceeds from divestiture of specified pipeline assets completed within six months of closing, payable up to eight years.
• Protections: Tang Capital issued a limited guaranty capped at $465 m; board unanimously recommends the transaction; directors & officers (≈0.6% ownership) signed tender support agreements.
• Break fees: $8.4 m if ITOS accepts a superior proposal; Concentra can recover up to $0.5 m expenses if net cash threshold missed.
• Related items: ITOS terminated its 2020 ESPP and reached a Mutual Termination Agreement with GSK requiring a $32 m payment.
• Timeline: Offer/merger must close by 16-Oct-2025 or either party may terminate.

Insights

M&A Specialist

TL;DR: All-cash tender plus CVR, no financing risk, solid guaranty—transaction appears shareholder-friendly but hinges on $475 m cash floor.

Concentra is offering immediate liquidity at $10.047 per share and layering upside via CVRs tied to excess cash and asset sales. The absence of a financing condition and the Tang Capital $465 m guaranty materially de-risk closing. The $475 m net-cash minimum and October drop-dead date are the chief hurdles; ITOS had $602 m cash at Q1-25 so covenant seems achievable but bears monitoring given the $32 m GSK payment and ongoing burn. Break fee is modest (≈2% of equity value), preserving optionality for competing bids. Overall impact: positive for shareholders.

Biotech Equity Analyst

TL;DR: Deal monetises pipeline early; CVR offers partial participation in potential asset sales but value is uncertain and time-bounded.

The cash component crystallises value in a challenging biotech funding market. However, CVR payments depend on divesting ENT1, TREM2 and other pre-clinical programs within six months—an aggressive timetable that could limit upside. Holders get 80% of net proceeds, aligning interests, yet no CVR payments if sales slip past the window. GSK collaboration exit removes a costly partnership but requires a $32 m payout. Termination of ESPP is housekeeping. Net assessment: modestly positive; immediate cash offsets CVR execution risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Rocket Companies, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

77311W101

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 77311W101

1

Names of Reporting Persons

Nuveen Asset Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 35,824.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 35,824.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

35,824.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.02 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Rocket Companies, Inc.
(b)	Address of issuer's principal executive offices: 1050 Woodward Avenue, Detroit, MI 48226-1906, United States
Item 2.
(a)	Name of person filing: Nuveen Asset Management, LLC ("NAM")
(b)	Address or principal business office or, if none, residence: 333 W. Wacker Drive Chicago, IL 60606
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 77311W101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 11,496,710
(b)	Percent of class: 7.60%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 35,824
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 35,824
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Exhibit A attached.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Nuveen Asset Management, LLC

Signature:	/s/ Erik Mogavero
Name/Title:	Erik Mogavero, Managing Director, Head of Affiliate Compliance
Date:	07/21/2025

Exhibit Information

Exhibit 99.A