Rocket Companies announces $1.2B senior notes offering to refinance 2026 debt

On June 9, 2026, Rocket Companies, Inc. (the “Company”) announced the private offering of $600,000,000 aggregate principal amount of senior notes due 2031 and $600,000,000 aggregate principal amount of senior notes due 2034 (collectively, the “Notes” and such offering, the “Offering”).

As previously reported, on October 1, 2025, the Company completed the acquisition of Mr. Cooper Group Inc. (“Mr. Cooper”), a Delaware corporation.

This Current Report on Form 8-K includes: (i) the unaudited condensed consolidated financial statements of Mr. Cooper and (ii) the unaudited pro forma combined financial information for the Company

Rocket Companies, Inc. (NYSE: RKT) (the “Company”), the Detroit-based fintech platform including mortgage, real estate, title and personal finance businesses, is proposing to issue and sell $600,000,000 aggregate principal amount of senior notes due 2031 and $600,000,000 aggregate principal amount of senior notes due 2034 (collectively, the “Notes”) in an offering that will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”).

The Company intends to use the proceeds from the Offering to repay Rocket Mortgage, LLC’s 2.875% Senior Notes due 2026 and certain other indebtedness of the Company and its subsidiaries.

On March 31, 2025, Mr. Cooper Group Inc. and Rocket Companies, Inc. (“Rocket”) announced entry into a definitive agreement for Rocket to acquire all outstanding shares of Mr. Cooper in an all-stock transaction. The transaction closed on October 1, 2025 for $14.2 billion in equity value, based on an 11.0x exchange ratio.

Net income | $ 180 | $ 80 | $ 466 | $ 465

During the three months ended September 30, 2025, the Company’s Board of Directors declared a dividend to the holders of common stock and unvested restricted stock units of Mr. Cooper, consisting of $2.00 in cash per share, for a total of $132. The close of business on September 29, 2025 was fixed as the record date for determining the holders of Mr. Cooper common stock and unvested restricted stock units entitled to receive the dividend.

Total | $ 745,972 | $ 11,604 | $ 736,071 | $ 11,736

On June 30, 2025, Rocket Companies, Inc. (“Rocket”) completed the previously announced simplification of its organizational and capital structure pursuant to that certain Transaction Agreement, dated as of March 9, 2025 (as amended on April 7, 2025, the “Transaction Agreement”). Pursuant to the Transaction Agreement, on June 30, 2025, Rocket collapsed its “Up-C” structure, caused each class of common stock of Rocket to become entitled to one vote per share, and reduced its classes of common stock from four to two (the “Up-C Collapse”).

On July 1, 2025, Rocket completed the previously announced acquisition of Redfin Corporation (“Redfin”). Pursuant to the Agreement and Plan of Merger, dated as of March 9, 2025 (the “Redfin Merger Agreement”), by and among Rocket, Redfin, and Neptune Merger Sub, Inc., a wholly owned subsidiary of Rocket (“Redfin Merger Sub”), Redfin Merger Sub merged with and into Redfin, with Redfin continuing as a direct wholly owned subsidiary of Rocket (the “Redfin Merger”). At the effective time of the Redfin Merger, each outstanding share of Redfin common stock, par value $0.001 per share (the “Redfin Shares”) (other than shares held by (i) Redfin, including in treasury, (ii) Rocket or (iii) Rocket’s subsidiaries, including Redfin Merger Sub), was automatically converted into the right to receive 0.7926 shares of Rocket’s Class A common stock, and the cash payable in lieu of fractional shares of the merger consideration, without interest and subject to any applicable withholding taxes. In connection with the above, on July 1, 2025, Rocket issued 103,391,679 shares of Class A common stock.

On October 1, 2025, Rocket completed the previously announced acquisition of Mr. Cooper Group Inc. (“Mr. Cooper”). Pursuant to the Agreement and Plan of Merger, dated as of March 31, 2025 (the “Mr. Cooper Merger Agreement”), by and among Rocket, Mr. Cooper, Maverick Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Rocket (“Maverick Merger Subsidiary”), and Maverick Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Rocket (“Forward Merger Subsidiary”), Maverick Merger Subsidiary merged with and into Mr. Cooper (the “Maverick Merger”), with Mr. Cooper surviving the Maverick Merger and continuing as a direct, wholly owned subsidiary of Rocket and immediately following such Maverick Merger, in accordance with the Delaware General Corporation Law and the Delaware Limited Liability Company Act, Mr. Cooper merged with and into Forward Merger Subsidiary (the "Forward Merger" and, together with the Maverick Merger, the "Mr. Cooper Mergers"), with Forward Merger Subsidiary surviving the Forward Merger. The Mr. Cooper Mergers together with the Redfin Merger are herein referred to as the “Mergers.” At the effective time of the Mr. Cooper Mergers, each outstanding share of Mr. Cooper common stock, par value $0.01 per share (other than Mr. Cooper common stock owned directly or indirectly by Rocket, Mr. Cooper, Maverick Merger Subsidiary or Forward Merger Subsidiary immediately prior to the Maverick Effective Time), was automatically converted into the right to receive 11.00 shares of Rocket’s Class A common stock, and the cash payable in lieu of fractional shares of the merger consideration, without interest and subject to any applicable withholding taxes. In connection with the above, on October 1, 2025, Rocket issued 705,205,413 shares of Class A common stock.

The Company did not draw on the Bridge Facility, as it has incurred permanent financing in the form of $2,000 of new senior unsecured notes due 2030 and $2,000 of new senior unsecured notes due 2033. Rocket used the proceeds from the notes to (i) redeem Mr. Cooper’s 5.000% senior notes due 2026, 6.000% senior notes due 2027 and 5.500% senior notes due 2028 at redemption prices equal to 100% of the principal amount of such notes, plus accrued and unpaid interest to, but excluding, the redemption date (which was October 1, 2025), (ii) purchase for cash in a tender offer, which included a successful consent solicitation to the amendment of certain terms, Mr. Cooper’s 5.125% senior notes due 2030 (of which $574 were tendered and purchased by Rocket) and 5.750% senior notes due 2031 (of which $536 were tendered and purchased by Rocket), (iii) pay fees and expenses relating to an exchange offer for newly issued notes of Rocket Companies, which included a successful consent solicitation to the amendment of certain terms, of Mr. Cooper’s 6.500% senior notes due 2029 (of which $738 were tendered and exchanged) and 7.125% senior notes due 2032 (of which $955 were tendered and exchanged), (iv) pay fees and expenses related to the issuance of the Rocket notes mentioned above and the use of the proceeds therefrom, including the transactions described in clauses (ii) and (iii) above (collectively, the “Mr. Cooper Financing Transactions”) and (v) after the consummation of the Transactions, repay secured debt of Rocket and its consolidated subsidiaries (including Redfin, Mr. Cooper and their respective subsidiaries).

Pro forma net income (loss) | $ 319 | $ (328 ) | $ 75