rkt-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 001-39432

Rocket Companies, Inc.

(Exact name of registrant as specified in its charter)


Delaware						84-4946470
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1050 Woodward Avenue, Detroit, MI						48226
(Address of principal executive offices)						(Zip Code)

(313) 373-7990

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.00001 per share

RKT

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 2, 2025, 151,272,632 shares of the registrant's Class A common stock, $0.00001 par value, and 1,848,879,483 shares of the registrant's Class D common stock, $0.00001 par value, were outstanding.

Rocket Companies, Inc.

Form 10-Q

For the period ended March 31, 2025


	Table of Contents

	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Changes in Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54
Item 4.	Controls and Procedures	54

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 5.	Other Information	64
Item 6.	Exhibits	65
Signature		66

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Rocket Companies, Inc.

Condensed Consolidated Balance Sheets

($ In Thousands, Except Per Share Amounts)


	March 31, 2025		December 31, 2024
Assets	(Unaudited)
Cash and cash equivalents	$	1,408,800	$	1,272,853
Restricted cash	19,810		16,468
Mortgage loans held for sale, at fair value	9,599,477		9,020,176
Interest rate lock commitments (“IRLCs”), at fair value	283,388		103,101
Mortgage servicing rights (“MSRs”), at fair value	7,349,978		7,633,371
Notes receivable and due from affiliates	14,803		14,245
Property and equipment, net of accumulated depreciation and amortization of $623,055 and $620,252, respectively	202,966		213,848
Deferred tax asset, net	523,021		521,824
Lease right of use assets	273,938		281,770
Forward commitments, at fair value	4,573		89,332
Loans subject to repurchase right from Ginnie Mae	2,758,634		2,785,146
Goodwill and intangible assets, net	1,224,365		1,227,517
Other assets	1,587,124		1,330,412
Total assets	$	25,250,877	$	24,510,063
Liabilities and equity
Liabilities
Funding facilities	$	7,609,741	$	6,708,186
Other financing facilities and debt:

Senior Notes, net	4,040,296		4,038,926
Early buy out facility	80,293		92,949
Accounts payable	291,507		181,713
Lease liabilities	310,420		319,296
Forward commitments, at fair value	84,739		11,209
Investor reserves	100,790		99,998
Notes payable and due to affiliates	3,309		31,280
Tax receivable agreement liability	580,434		581,183
Loans subject to repurchase right from Ginnie Mae	2,758,634		2,785,146
Other liabilities	807,077		616,797
Total liabilities	$	16,667,240	$	15,466,683
Equity
Class A common stock, $0.00001 par value - 10,000,000,000 shares authorized, 150,150,481 and 146,028,193 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.	$	1	$	1
Class B common stock, $0.00001 par value - 6,000,000,000 shares authorized, none issued and outstanding as of March 31, 2025 and December 31, 2024.	—		—
Class C common stock, $0.00001 par value - 6,000,000,000 shares authorized, none issued and outstanding as of March 31, 2025 and December 31, 2024.	—		—
Class D common stock, $0.00001 par value - 6,000,000,000 shares authorized, 1,848,879,483 shares issued and outstanding as of March 31, 2025 and December 31, 2024.	19		19
Additional paid-in capital	403,781		389,695
Retained earnings	180,223		312,834
Accumulated other comprehensive loss	(54)		(48)
Non-controlling interest	7,999,667		8,340,879
Total equity	8,583,637		9,043,380
Total liabilities and equity	$	25,250,877	$	24,510,063

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Rocket Companies, Inc.

Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

($ In Thousands, Except Per Share Amounts)

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Revenue
Gain on sale of loans
Gain on sale of loans excluding fair value of originated MSRs, net	$	507,199	$	476,429
Fair value of originated MSRs	264,427		222,797
Gain on sale of loans, net	771,626		699,226
Loan servicing (loss) income
Servicing fee income	400,697		345,746
Change in fair value of MSRs	(449,185)		56,508
Loan servicing (loss) income, net	(48,488)		402,254
Interest income
Interest income	92,090		88,980
Interest expense on funding facilities	(64,039)		(51,443)
Interest income, net	28,051		37,537
Other income	286,075		244,699
Total revenue, net	1,037,264		1,383,716
Expenses
Salaries, commissions and team member benefits	609,608		541,096
General and administrative expenses	260,815		236,665
Marketing and advertising expenses	275,623		206,296
Depreciation and amortization	26,910		27,017
Interest and amortization expense on non-funding debt	38,287		38,365
Other expenses	49,124		35,907
Total expenses	1,260,367		1,085,346
(Loss) income before income taxes	(223,103)		298,370
Benefit from (provision for) income taxes	10,657		(7,656)
Net (loss) income	(212,446)		290,714
Net loss (income) attributable to non-controlling interest	202,063		(274,499)
Net (loss) income attributable to Rocket Companies	$	(10,383)	$	16,215

(Loss) earnings per share of Class A common stock
Basic	$	(0.07)	$	0.12
Diluted	$	(0.08)	$	0.11

Weighted average shares outstanding
Basic	147,717,296		136,991,743
Diluted	2,001,936,379		1,991,982,680

Comprehensive (loss) income
Net (loss) income	$	(212,446)	$	290,714
Cumulative translation adjustment	13		314

Comprehensive (loss) income	(212,433)		291,028
Comprehensive loss (income) attributable to non-controlling interest	202,049		(274,792)
Comprehensive (loss) income attributable to Rocket Companies	$	(10,384)	$	16,236

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Rocket Companies, Inc.

Condensed Consolidated Statements of Changes in Equity

($ In Thousands)

(Unaudited)


	Class A Common Stock Shares	Class A Common Stock Amount		Class D Common Stock Shares	Class D Common Stock Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Non-controlling Interest		Total Equity
Balance, December 31, 2023	135,814,173	$	1	1,848,879,483	$	19	$	340,532	$	284,296	$	52	$	7,676,810	$	8,301,710
Net income	—	—		—	—		—		16,215		—		274,499		290,714
Cumulative translation adjustment	—	—		—	—		—		—		21		293		314
Share-based compensation, net	2,458,761	—		—	—		2,060		—		—		27,722		29,782
Distributions for state taxes on behalf of unit holders (members), net	—	—		—	—		—		(19)		—		(255)		(274)
Forfeitures of Special Dividends to Class A Shareholders	—	—		—	—		—		2		—		29		31
Taxes withheld on team members' restricted share award vesting	—	—		—	—		(1,152)		—		—		(15,410)		(16,562)
Issuance of Class A common stock under share-based compensation plans	538,683	—		—	—		454		—		—		6,161		6,615
Change in controlling interest of investment, net	—	—		—	—		8,917		—		(1)		(11,795)		(2,879)
Balance, March 31, 2024	138,811,617	$	1	1,848,879,483	$	19	$	350,811	$	300,494	$	72	$	7,958,054	$	8,609,451






















Balance, December 31, 2024	146,028,193	$	1	1,848,879,483	$	19	$	389,695	$	312,834	$	(48)	$	8,340,879	$	9,043,380
Net loss	—	—		—	—		—		(10,383)		—		(202,063)		(212,446)
Cumulative translation adjustment	—	—		—	—		—		—		(1)		14		13
Share-based compensation, net	3,243,276	—		—	—		2,809		—		—		35,020		37,829
Distributions for state taxes on behalf of unit holders (members), net	—	—		—	—		—		(1)		—		(13)		(14)
Distributions to unit holders (members) from subsidiary investment, net	—	—		—	—		—		—		—		(113,379)		(113,379)
Special Dividends to Class A Shareholders, net of forfeitures	—	—		—	—		—		(122,227)		—		(22,594)		(144,821)
Taxes withheld on team members' restricted share award vesting	—	—		—	—		(2,143)		—		—		(26,453)		(28,596)
Issuance of Class A common stock upon exercise of stock options	40,000	—		—	—		25		—		—		310		335
Issuance of Class A common stock under share-based compensation plans	839,012	—		—	—		684		—		—		8,612		9,296
Change in controlling interest of investment, net	—	—		—	—		12,711		—		(5)		(20,666)		(7,960)
Balance, March 31, 2025	150,150,481	1		1,848,879,483	19		$	403,781	$	180,223	$	(54)	$	7,999,667	$	8,583,637

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Rocket Companies, Inc.

Condensed Consolidated Statements of Cash Flows

($ In Thousands)

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Operating activities
Net (loss) income	$	(212,446)	$	290,714
Adjustments to reconcile Net (loss) income to Net cash used in operating activities:
Depreciation and amortization	26,910		27,017
(Benefit from) provision for deferred income taxes	(5,339)		3,907
Origination of MSRs	(264,427)		(222,797)
Change in fair value of MSRs, net	445,856		(52,525)
Gain on sale of loans excluding fair value of MSRs, net	(507,199)		(476,429)
Disbursements of mortgage loans held for sale	(21,003,518)		(19,739,707)
Proceeds from sale of mortgage loans held for sale	20,893,288		17,168,741
Disbursements of non-mortgage loans held for sale	(121,870)		(36,599)
Change in fair value of non-mortgage loans held for sale	2,386		1,956
Share-based compensation expense	40,020		30,997
Change in assets and liabilities
Due from affiliates	(558)		956
Other assets	(113,111)		(20,142)
Accounts payable	109,794		17,688
Due to affiliates	544		324
Other liabilities	(87,335)		(6,823)
Total adjustments	$	(584,559)	$	(3,303,436)
Net cash used in operating activities	$	(797,005)	$	(3,012,722)
Investing activities
Net proceeds from sale of MSRs	$	144,486	$	56,707
Net purchase of MSRs	(55,825)		(17,364)
Decrease in mortgage loans held for investment	617		10,144
Purchase and other additions of property and equipment, net of disposals	(14,005)		(14,027)
Net cash provided by investing activities	$	75,273	$	35,460
Financing activities
Net borrowings on funding facilities	$	901,555	$	2,778,069

Net payments on early buy out facility	(12,656)		(31,460)
Net payments on notes payable from unconsolidated affiliates	(28,514)		(5)
Proceeds from consolidated CFE, net	26,529		—
Stock issuance	8,087		5,403

Taxes withheld on team members' restricted share award vesting	(28,596)		(16,562)
Distributions to other unit holders (members of Holdings)	(5,397)		(1,944)
Net cash provided by financing activities	$	861,008	$	2,733,501
Effects of exchange rate changes on cash and cash equivalents	13		314
Net increase (decrease) in cash and cash equivalents and restricted cash	139,289		(243,447)
Cash and cash equivalents and restricted cash, beginning of period	1,289,321		1,136,832
Cash and cash equivalents and restricted cash, end of period	$	1,428,610	$	893,385
Non-cash activities
Loans transferred to other real estate owned	$	2,080	$	1,248
Supplemental disclosures
Cash paid for interest on related party borrowings	$	278	$	429

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

1. Business, Basis of Presentation and Accounting Policies

Rocket Companies, Inc. (together with its consolidated subsidiaries, is referred to throughout this report as the "Company", “Rocket Companies”, “we”, “us” and “our”) was incorporated in Delaware on February 26, 2020 as a wholly owned subsidiary of Rock Holdings Inc. (“RHI”) for the purpose of facilitating an initial public offering (“IPO”) of its Class A common stock, $0.00001 par value (the “Class A common stock”) and other related transactions in order to carry on the business of Rocket, LLC (“Holdings”) and its wholly owned subsidiaries.

We are a Detroit‑based fintech company including mortgage, real estate and personal finance businesses. We are committed to delivering industry-best client experiences through our AI-fueled homeownership strategy. Our full suite of products empowers our clients across financial wellness, personal loans, home search, mortgage finance, title and closing. We believe our widely recognized “Rocket” brand is synonymous with simple, fast and trusted digital experiences. Through these businesses, we seek to deliver innovative client solutions leveraging our Rocket platform. Our business operations are organized into the following two segments: (1) Direct to Consumer and (2) Partner Network, refer to Note 12, Segments.

Rocket Companies, Inc. is a holding company. Its primary material asset is the equity interest in Holdings which, including through its direct and indirect subsidiaries, conducts the Company's operations. Holdings is a Michigan limited liability company and wholly owns the following entities, with each entity's subsidiaries identified in parentheses: Rocket Mortgage, LLC, Amrock Holdings, LLC ("Rocket Close"), Rocket Title Insurance Company (“RTIC”), LMB HoldCo LLC (“Core Digital Media”), Rocket Homes Real Estate LLC (“Rocket Homes”), RockLoans Holdings LLC (“Rocket Loans”), Rocket Money, Inc. (“Rocket Money”), Rocket Worldwide Holdings, Inc. (EFB Holdings Inc. (“Rocket Mortgage Canada”) and Lendesk Canada Holdings Inc. (“Lendesk Technologies”)), Woodward Capital Management LLC and Rocket Card, LLC. As used herein, “Rocket Mortgage” refers to either the Rocket Mortgage brand or platform, or the Rocket Mortgage business, as the context allows.

Up-C Collapse

On March 9, 2025, the Company entered into an agreement to simplify its organizational and capital structure by collapsing its Up-C structure (the “Up-C Collapse”). See the Company’s Current Report on Form 8-K (25722120) filed with the SEC on March 10, 2025 for additional information about the Up-C Collapse and the resulting impact on the Company’s financial statements subsequent to the close of the transaction.

Basis of Presentation and Consolidation

As the sole managing member of Holdings, the Company operates and controls all of the business affairs of Holdings, and through Holdings and its subsidiaries, conducts its business. Holdings is considered a variable interest entity (“VIE”) and we consolidate the financial results of Holdings under the guidance of ASC 810, Consolidation. A portion of our Net (loss) income is allocated to Net loss (income) attributable to non-controlling interest. For further details, refer below to Variable Interest Entities and Note 13, Non-controlling Interest.

For further details on the Company's other consolidated VIE, refer below to Consolidation of Collateralized Financing Entity.

All significant intercompany transactions and accounts between the businesses comprising the Company have been eliminated in the accompanying condensed consolidated financial statements.

The Company's derivatives, IRLCs, MSRs, mortgage and non-mortgage loans held for sale and trading investment securities are measured at fair value on a recurring basis. Additionally, other assets may be required to be measured at fair value in the condensed consolidated financial statements on a nonrecurring basis. For further details of the Company’s transactions refer to Note 3, Fair Value Measurements.

All transactions and accounts between RHI and other related parties with the Company have a history of settlement or will be settled for cash and are reflected as related party transactions. For further details of the Company’s related party transactions refer to Note 7, Transactions with Related Parties.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Our condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair statement of our results of operations, financial position and cash flows for the periods presented. Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. Our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Management Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management is not aware of any factors that would significantly change its estimates and assumptions as of March 31, 2025. Actual results may differ from these estimates.

Subsequent Events

In preparing these condensed consolidated financial statements, the Company evaluated events and transactions for potential recognition or disclosure through the date these condensed consolidated financial statements were issued. Refer to Note 6, Borrowings for disclosures on changes to the Company's debt agreements and Note 8, Income Taxes for tax distributions made that occurred subsequent to March 31, 2025.

Special Dividend

In connection with the Up-C Collapse, on March 10, 2025, our board of directors authorized and declared a cash dividend (the “2025 Special Dividend”) of $0.80 per share to the holders of our Class A common stock. The 2025 Special Dividend was paid on April 3, 2025 to holders of the Class A common stock of record as of the close of business on March 20, 2025.

Revenue Recognition

Gain on sale of loans, net — includes all components related to the origination and sale of mortgage loans, including (1) net gain on sale of loans, which represents the premium we receive in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, (2) loan origination fees (credits), points and certain costs, (3) provision for or benefit from investor reserves, (4) the change in fair value of interest rate locks and loans held for sale, (5) the gain or loss on forward commitments hedging loans held for sale and interest rate lock commitments (IRLCs) and (6) the fair value of originated MSRs. An estimate of the Gain on sale of loans, net is recognized at the time an IRLC is issued, net of a pull-through factor. Subsequent changes in the fair value of IRLCs and mortgage loans held for sale are recognized in current period earnings. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in Gain on sale of loans, net. Fair value of originated MSRs represents the estimated fair value of MSRs related to loans which we have sold and retained the right to service.

Loan servicing (loss) income, net — includes income from servicing, sub-servicing and ancillary fees, and is recorded to income as earned, which is upon collection of payments from borrowers. This amount also includes the Change in fair value of MSRs, which is the adjustment for the fair value measurement of the MSR asset as of the respective balance sheet date. Refer to Note 4, Mortgage Servicing Rights for information related to the gain/(loss) on changes in the fair value of MSRs.

Interest income, net — includes interest earned on mortgage loans held for sale and mortgage loans held for investment net of the interest expense paid on our loan funding facilities. Interest income is recorded as earned and interest expense is recorded as incurred. Interest income is accrued and credited to income daily based on the unpaid principal balance (“UPB”) outstanding. The accrual of interest income is generally discontinued when a loan becomes 90 days past due.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Other income — includes revenues generated from Deposit income related to revenue earned on deposits, including escrow deposits, Rocket Close (title, closing and appraisal fees), Rocket Money (subscription revenue and other service-based fees), Rocket Homes (real estate network referral fees) and Rocket Loans (personal loan interest earned and other income) and Other (additional subsidiary and miscellaneous revenue).

The following significant revenue streams fall within the scope of ASC Topic 606 — Revenue from Contracts with Customers and are disaggregated hereunder. The remaining revenue streams within the scope of ASC 606 are immaterial, both individually and in aggregate.

Rocket Money subscription revenue — The Company recognizes subscription revenue ratably over the contract term beginning on the commencement date of each contract. We have determined that subscriptions represent a stand-ready obligation to perform over the subscription term. These performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefits. Contracts are one month to one year in length. Subscription revenues were $84,521 and $60,591 for the three months ended March 31, 2025 and 2024, respectively.

Rocket Close closing fees — The Company recognizes closing fees for non-recurring services provided in connection with the origination of the loan. These fees are recognized at the time of loan closing for purchase transactions or at the end of a client's three-day rescission period for refinance transactions, which represents the point in time the loan closing services performance obligation is satisfied. The consideration received for closing services is a fixed fee per loan that varies by state and loan type. Closing fees were $24,431 and $21,512 for the three months ended March 31, 2025 and 2024, respectively.

Rocket Close appraisal revenue — The Company recognizes appraisal revenue when the appraisal service is completed. The Company may choose to deliver appraisal services directly to its client or subcontract such services to a third-party licensed and/or certified appraiser. In instances where the Company performs the appraisal, revenue is recognized as the gross amount of consideration received at a fixed price per appraisal. The Company is an agent in instances where a third-party appraiser is involved in the delivery of appraisal services and revenue is recognized net of third-party appraisal expenses. Appraisal revenue was $8,539 and $8,857 for the three months ended March 31, 2025 and 2024, respectively.

Rocket Homes real estate network referral fees — The Company recognizes real estate network referral fee revenue based on arrangements with partner agencies contingent on the closing of a transaction. As this revenue stream is variable, and is contingent on the successful transaction close, the revenue is constrained until the occurrence of the transaction. At this point, the constraint on recognizing revenue is deemed to have been lifted and revenue is recognized for the consideration expected to be received. Real estate network referral fees were $10,300 and $10,870 for the three months ended March 31, 2025 and 2024, respectively.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. We maintain our bank accounts with a relatively small number of high-quality financial institutions.

Restricted cash as of March 31, 2025 and 2024 consisted of cash on deposit for a repurchase facility, client application deposits, title premiums collected from the insured that are due to the underwriter, and principal and interest received in collection accounts for purchased assets.


	March 31,
	2025		2024
Cash and cash equivalents	$	1,408,800	$	861,410
Restricted cash	19,810		31,975
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	1,428,610	$	893,385

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Loans subject to repurchase right from Ginnie Mae

For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets defined criteria, including being delinquent more than 90 days. Once the Company has the unilateral right to repurchase the delinquent loan, the Company has effectively regained control over the loan and must re-recognize the loan on the Condensed Consolidated Balance Sheets and establish a corresponding liability regardless of the Company's intention to repurchase the loan. The asset and corresponding liability are recorded at the unpaid principal balance of the loan, which approximates its fair value.

Variable Interest Entities

Rocket Companies, Inc. is the managing member of Holdings with 100% of the management and voting power in Holdings. In its capacity as managing member, Rocket Companies, Inc. has the sole authority to make decisions on behalf of Holdings and bind Holdings to signed agreements. Further, Holdings maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights. Accordingly, management concluded that Holdings is a limited partnership or similar legal entity as contemplated in ASC 810, Consolidation.

Management concluded that Rocket Companies, Inc. is Holdings’ primary beneficiary. As the primary beneficiary, Rocket Companies, Inc. consolidates Holdings' financial position and results of operations for financial reporting purposes under the variable interest consolidation model guidance in ASC 810, Consolidation.

Rocket Companies, Inc.’s relationship with Holdings results in no recourse to the general credit of Rocket Companies, Inc. Holdings and its consolidated subsidiaries represents Rocket Companies, Inc.’s sole investment. Rocket Companies, Inc. shares in the income and losses of Holdings in direct proportion to Rocket Companies, Inc.’s ownership percentage. Rocket Companies, Inc. has no contractual requirement to provide financial support to Holdings.

Rocket Companies, Inc.’s financial position, performance and cash flows effectively represent those of Holdings and its subsidiaries as of and for the period ended March 31, 2025.

Consolidation of the Collateralized Financing Entity

In the normal course of business, the Company transfers financial assets to a trust for which the Company holds a variable interest. Management concluded the Company has power to direct activities impacting the trust’s economic performance and has an economic interest in the entity that could result in benefits or losses, and therefore is the primary beneficiary of the trust. As the primary beneficiary, the Company consolidates the trust's financial position and results of operations for financial reporting purposes under the variable interest consolidation model guidance in ASC 810, Consolidation. The Company has elected to account for the assets and liabilities of the VIE as a collateralized financing entity (“CFE”). A CFE is a VIE that holds financial assets, issues beneficial interests in those assets and has no more than nominal equity. The related assets are not available for general use by the Company and creditors have no recourse to the Company for the related liabilities.

Accounting Standards Issued but Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740) – Improvements to Income Tax Disclosures. The new guidance requires additional disclosures relating to the tax rate reconciliation and the income taxes paid information. The guidance is effective for fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the requirements of the update, which is expected to result in expanded disclosures upon adoption.

In November 2024, the FASB issued ASU 2024-03: Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40) – Disaggregation of Income Statement Expenses. The new guidance requires companies to disclose information about specific expenses at each interim and annual reporting period. The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods with fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the requirements of the update, which may result in expanded disclosures upon adoption.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

2. Pending Acquisitions

Redfin Acquisition

On March 9, 2025, we entered into an agreement to purchase Redfin Corporation, a Delaware corporation (“Redfin”), in an all-stock transaction (the “Redfin Acquisition”) in which Redfin stockholders will receive 0.7926 shares of our Class A common stock per share of Redfin common stock. Redfin is a residential real estate brokerage company headquartered in Seattle, Washington with reported total assets of $1 billion based on their balance sheet at December 31, 2024. Rocket Companies anticipates this transaction will be completed in the second or third quarter of 2025, subject to regulatory approval and the satisfaction of other customary closing conditions set forth in the Redfin Merger Agreement, as well as the successful consummation of the Up-C Collapse.

Mr. Cooper Acquisition

On March 31, 2025, we entered into an agreement to purchase Mr. Cooper Group Inc., a Delaware corporation (“Mr. Cooper”), in an all-stock transaction (the “Mr. Cooper Acquisition”) in which Mr. Cooper stockholders will receive 11.00 shares of our Class A common stock per share of Mr. Cooper common stock. Mr. Cooper is the country's largest residential mortgage servicer, headquartered in Coppell, Texas, with reported total assets of $19 billion based on their balance sheet at December 31, 2024. Rocket Companies anticipates this transaction will be completed in the fourth quarter of 2025, subject to regulatory approval and the satisfaction of other customary closing conditions set forth in the Mr. Cooper Merger Agreement.

3. Fair Value Measurements

Fair value is the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2 and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions.

Fair value measurements are classified in the following manner:

Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date.

Level 3—Valuation is based on the Company’s internal models using assumptions at the measurement date that a market participant would use.

In determining fair value measurement, the Company uses observable inputs whenever possible. The level of a fair value measurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, such prices are used in the measurements. If observable market data is not available at the measurement date, judgment is required to measure fair value.

The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of March 31, 2025 or December 31, 2024.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Mortgage loans held for sale: Loans held for sale that trade in active secondary markets are valued using Level 2 measurements derived from observable market data, including: (i) securities backed by similar mortgage loans, adjusted for certain factors to approximate the fair value of a whole mortgage loan, including the value attributable to mortgage servicing and credit risk, and (ii) recent observable market trades from similar loans, adjusted for credit risk and other individual loan characteristics. Loans held for sale for which there is little to no observable trading activity of similar instruments are valued using Level 3 measurements based upon internal models using assumptions at the measurement date that a market participant would use.

IRLCs: The fair value of IRLCs is based on current market prices of securities backed by similar mortgage loans (as determined above under mortgage loans held for sale), net of costs to close the loans, subject to the estimated loan funding probability, or “pull-through factor”. Given the significant and unobservable nature of the pull-through factor, IRLCs are classified as Level 3.

MSRs: The fair value of MSRs is determined using an internal valuation model that calculates the present value of estimated net future cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings and contractual servicing fee income, among others. MSRs are classified as Level 3.

Forward commitments: The Company’s forward commitments are valued based on quoted prices for similar assets in an active market with inputs that are observable and are classified within Level 2 of the valuation hierarchy.

Investment securities: Investment securities are trading debt securities that are recorded at fair value using observable market prices for similar securities or identical securities that are traded in less active markets, which are classified as Level 2 and include highly rated municipal, government and corporate bonds.

Non-mortgage loans held for sale: Non-mortgage loans held for sale are personal loans. The fair value of non-mortgage loans is determined using an internal valuation model that calculates the present value of estimated net future cash flows. Non-mortgage loans are classified as Level 3.

Assets and Liabilities of the consolidated CFE: Assets and liabilities represent non-mortgage loans and investment debt certificates at the consolidated CFE, respectively. The Company has elected the fair value option and to measure both the assets and liabilities of the consolidated CFE using the more observable of the fair value of the financial assets or the fair value of the financial liabilities. The Company determined inputs to the fair value measurement of the financial assets to be more observable. The fair value of the assets and liabilities of the consolidated CFE are determined using an internal valuation model that calculates the present value of estimated net future cash flows and are classified as Level 3. The net equity in the consolidated CFE represents the fair value of the Company’s beneficial interest in the entity.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The table below shows a summary of financial statement items that are measured at estimated fair value on a recurring basis, including assets measured under the fair value option. There were no material transfers of assets or liabilities recorded at fair value on a recurring basis between Levels 1, 2 or 3 during the three months ended March 31, 2025 or the year ended December 31, 2024.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)


	Level 1		Level 2		Level 3		Total
Balance at March 31, 2025
Assets:
Mortgage loans held for sale (1)	$	—	$	9,363,522	$	235,955	$	9,599,477
IRLCs	—		—		283,388		283,388
MSRs	—		—		7,349,978		7,349,978
Forward commitments	—		4,573		—		4,573
Investment securities (2)	—		40,919		—		40,919
Non-mortgage loans held for sale (2)	—		—		343,407		343,407
Assets of the consolidated CFE (3)	—		—		148,103		148,103
Total assets	$	—	$	9,409,014	$	8,360,831	$	17,769,845
Liabilities:
Forward commitments	$	—	$	84,739	$	—	$	84,739
Liabilities of the consolidated CFE (3)	—		—		119,180		119,180
Total liabilities	$	—	$	84,739	$	119,180	$	203,919

Balance at December 31, 2024
Assets:
Mortgage loans held for sale (1)	$	—	$	8,778,087	$	242,089	$	9,020,176
IRLCs	—		—		103,101		103,101
MSRs	—		—		7,633,371		7,633,371
Forward commitments	—		89,332		—		89,332
Investment securities (2)	—		40,841		—		40,841
Non-mortgage loans held for sale (2)	—		—		261,702		261,702
Assets of the consolidated CFE (3)	—		—		112,238		112,238
Total assets	$	—	$	8,908,260	$	8,352,501	$	17,260,761
Liabilities:
Forward commitments	$	—	$	11,209	$	—	$	11,209
Liabilities of the consolidated CFE (3)	—		—		92,650		92,650
Total liabilities	$	—	$	11,209	$	92,650	$	103,859

(1) As of March 31, 2025 and December 31, 2024, $107.4 million and $114.5 million, respectively, of unpaid principal balance of the Level 3 mortgage loans held for sale were 90 days or more delinquent and were considered in non-accrual status. The fair value of these Level 3 mortgage loans held for sale was $92.3 million and $99.7 million as of March 31, 2025 and December 31, 2024, respectively.

(2) Included in Other assets on the Condensed Consolidated Balance Sheets.

(3) Assets and Liabilities of the consolidated CFE are included in Other assets and Other liabilities, respectively, on the Condensed Consolidated Balance Sheets. These financial instruments transferred into Level 3 during the three months ended September 30, 2024.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

The following tables present the quantitative information about material recurring Level 3 fair value financial instruments and the fair value measurements as of:


	March 31, 2025			December 31, 2024
Unobservable Input	Range	Weighted Average		Range	Weighted Average
Mortgage loans held for sale
Model pricing	69.8% - 103.8%	88.6	%	69.3% - 103.6%	89.0	%
IRLCs
Pull-through probability	0.0% - 100.0%	74.4	%	0.0% - 100.0%	73.2	%
MSRs
Discount rate	9.5% - 12.5%	9.9	%	9.5% - 12.5%	9.9	%
Conditional prepayment rate	6.7% - 77.0%	7.8	%	6.7% - 21.8%	7.6	%
Non-mortgage loans held for sale
Discount rate	8.0% - 9.3%	7.6	%	8.0% - 9.3%	7.6	%
Assets and Liabilities of the consolidated CFE
Discount rate	8.0% - 8.0%	8.0	%	8.0% - 8.0%	8.0	%

The table below presents a reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for the three months ended March 31, 2025 and 2024. Mortgage servicing rights are also classified as a Level 3 asset measured at fair value on a recurring basis and its reconciliation is found in Note 4, Mortgage Servicing Rights.


	Mortgage Loans Held for Sale		IRLCs		Non-Mortgage Loans Held for Sale		Assets of the consolidated CFE		Liabilities of the consolidated CFE
Balance at December 31, 2024	$	242,089	$	103,101	$	261,702	$	112,238	$	92,650
Transfers in (1)	113,345		—		121,870		56,763		44,909
Transfers out/principal reductions (1)	(116,198)		—		(37,779)		(19,978)		(18,379)
Net transfers and revaluation gains	—		180,287		—		—		—
Total losses included in Net (loss) income for assets held at the end of the reporting date	(3,281)		—		(2,386)		(920)		—
Balance at March 31, 2025	$	235,955	$	283,388	$	343,407	$	148,103	$	119,180

Balance at December 31, 2023	$	438,518	$	132,870	$	163,018	$	—	$	—
Transfers in (1)	109,170		—		60,296		—		—
Transfers out/principal reductions (1)	(155,715)		—		(23,697)		—		—
Net transfers and revaluation gains	—		70,003		—		—		—
Total losses included in Net (loss) income for assets held at the end of the reporting date	(6,187)		—		(1,956)		—		—
Balance at March 31, 2024	$	385,786	$	202,873	$	197,661	$	—	$	—

(1) Transfers in represent loans repurchased from investors or loans originated for which an active market currently does not exist. Transfers out primarily represent loans sold or transferred to third parties and loans paid in full.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Fair Value Option

The following is the estimated fair value and UPB of mortgage loans held for sale, non-mortgage loans held for sale and assets of the consolidated CFE that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option was elected for these assets as the Company believes fair value best reflects their expected future economic performance:


	Fair Value		Principal Amount Due Upon Maturity		Difference (1)
Balance at March 31, 2025
Mortgage loans held for sale	$	9,599,477	$	9,355,537	$	243,940
Non-mortgage loans held for sale	$	343,407	$	349,028	$	(5,621)
Assets of the consolidated CFE	$	148,103	$	147,630	$	473

Balance at December 31, 2024
Mortgage loans held for sale	$	9,020,176	$	8,889,199	$	130,977
Non-mortgage loans held for sale	$	261,702	$	268,877	$	(7,175)
Assets of the consolidated CFE	$	112,238	$	112,370	$	(132)

(1) Represents the amount of gains (losses) included in Gain on sale of loans, net for Mortgage loans held for sale and Other income for Non-mortgage loans held for sale and Assets of the consolidated CFE on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), due to changes in fair value of items accounted for using the fair value option.

Disclosures of the fair value of certain financial instruments are required when it is practical to estimate the value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.

The following table presents the carrying amounts and estimated fair value of financial liabilities that are not recorded at fair value on a recurring or nonrecurring basis. This table excludes Cash and cash equivalents, Restricted cash, Loans subject to repurchase right from Ginnie Mae, Funding facilities and Other financing facilities as these financial instruments are highly liquid or short-term in nature and as a result, their carrying amounts approximate fair value:


	March 31, 2025				December 31, 2024
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior Notes, due 10/15/2026	$	1,146,572	$	1,105,668	$	1,146,001	$	1,091,385
Senior Notes, due 1/15/2028	61,630		59,638		61,596		58,912
Senior Notes, due 3/1/2029	746,074		688,995		745,823		680,295
Senior Notes, due 3/1/2031	1,242,001		1,120,400		1,241,663		1,093,100
Senior Notes, due 10/15/2033	844,019		729,759		843,843		708,195
Total Senior Notes, net	$	4,040,296	$	3,704,460	$	4,038,926	$	3,631,887

The fair value of Senior Notes was calculated using the observable bond price at March 31, 2025 and December 31, 2024, respectively. The Senior Notes are classified as Level 2 in the fair value hierarchy.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

4. Mortgage Servicing Rights

Mortgage servicing rights are recognized as assets on the Condensed Consolidated Balance Sheets when loans are sold, and the associated servicing rights are retained. The Company maintains one class of MSRs asset and has elected the fair value option. These MSRs are recorded at fair value, which is determined using an internal valuation model that calculates the present value of estimated future net servicing fee income. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings and contractual servicing fee income, among others.

The following table summarizes changes to the MSR assets:


	Three Months Ended March 31,
	2025		2024
Fair value, beginning of period	$	7,633,371	$	6,439,787
MSRs originated	264,427		222,797
MSRs sales	(144,386)		(51,344)
MSRs purchases	46,075		16,695
Changes in fair value (1):
Due to changes in valuation model inputs or assumptions	(259,480)		227,369
Due to collection/realization of cash flows	(190,029)		(163,963)
Total changes in fair value	(449,509)		63,406
Fair value, end of period	$	7,349,978	$	6,691,341

(1) Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, and the gains or losses on sales of MSRs during the applicable period. It does not include the change in fair value of derivatives that economically hedge MSRs identified for sale or the effects of contractual prepayment protection resulting from sales or purchases of MSRs.

The Company retains the right to service a majority of these loans upon sale through ownership of servicing rights. The total UPB of mortgage loans serviced, excluding subserviced loans, at March 31, 2025 and December 31, 2024 was $523,418,041 and $525,517,829, respectively. The portfolio primarily consists of high-quality performing agency and government (FHA and VA) loans. As of March 31, 2025 and December 31, 2024, delinquent loans (defined as 60-plus days past-due) were 1.34% and 1.54%, respectively, of our total portfolio.

The following is a summary of the weighted average discount rate and prepayment speed assumptions used to determine the fair value of MSRs as well as the expected life of the loans in the servicing portfolio:


	March 31, 2025		December 31, 2024
Discount rate	9.9	%	9.9	%
Prepayment speeds	7.8	%	7.6	%
Life (in years)	7.70		7.82

The key assumptions used to estimate the fair value of MSRs are prepayment speeds and the discount rate. Increases in prepayment speeds generally have an adverse effect on the value of MSRs as the underlying loans prepay faster. In a declining interest rate environment, the fair value of MSRs generally decreases as prepayments increase and therefore, the estimated life of the MSRs and related cash flows decrease. Decreases in prepayment speeds generally have a positive effect on the value of MSRs as the underlying loans prepay less frequently. In a rising interest rate environment, the fair value of MSRs generally increases as prepayments decrease and therefore, the estimated life of the MSRs and related cash flows increase. Increases in the discount rate result in a lower MSRs value and decreases in the discount rate result in a higher MSRs value. MSRs uncertainties are hypothetical and do not always have a direct correlation with each assumption. Changes in one assumption may result in changes to another assumption, which might magnify or counteract the uncertainties.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

The following sensitivity analysis shows the potential impact on the fair value of the Company’s MSRs based on hypothetical changes in key assumptions, including the discount rate and prepayment speeds:


	Discount Rate				Prepayment Speeds
	100 BPS Adverse Change		200 BPS Adverse Change		10% Adverse Change		20% Adverse Change
March 31, 2025
Mortgage servicing rights	$	(318,972)	$	(612,233)	$	(227,948)	$	(445,244)
December 31, 2024
Mortgage servicing rights	$	(332,019)	$	(636,988)	$	(202,607)	$	(416,387)

5. Mortgage Loans Held for Sale

The Company sells substantially all of its originated mortgage loans into the secondary market. Mortgage loans held for sale are loans originated that are expected to be sold into the secondary market. Below is a roll forward of the activity in mortgage loans held for sale:


	Three Months Ended March 31,
	2025		2024
Balance at the beginning of period	$	9,020,176	$	6,542,232
Disbursements of mortgage loans held for sale	21,003,518		19,739,707
Proceeds from sales of mortgage loans held for sale	(20,893,288)		(17,154,297)
Gain on sale of mortgage loans excluding fair value of other financial instruments, net (1)	469,071		288,587

Balance at the end of period	$	9,599,477	$	9,416,229

(1) The Gain on sale of loans excluding fair value of MSRs, net on the Condensed Consolidated Statements of Cash Flows includes income related to interest rate lock commitments, forward commitments and provision for investor reserves.

Credit Risk

The Company is subject to credit risk associated with mortgage loans that it purchases and originates during the period of time prior to the sale of these loans. The Company considers credit risk associated with these loans to be minimal as it holds the loans for a short period of time, which for the three months ended March 31, 2025 is generally less than 45 days from the date of borrowing, and the market for these loans continues to be highly liquid. The Company is also subject to credit risk associated with mortgage loans it has repurchased as a result of breaches of representations and warranties during the period of time between repurchase and resale.

6. Borrowings

The Company maintains various funding facilities, financing facilities and unsecured senior notes, as shown in the tables below. Interest rates typically have two main components; a base rate - most commonly SOFR, which is sometimes subject to a minimum floor, plus a spread. Some funding facilities have a commitment fee, which can be up to 50 basis points per year. The commitment fee charged by lenders is calculated based on the committed line amount multiplied by a negotiated rate. The Company is required to maintain certain covenants, including minimum tangible net worth, minimum liquidity, maximum total debt or liabilities to net worth ratio, pretax net income requirements and other customary debt covenants, as defined in the agreements. The Company was in compliance with all covenants as of March 31, 2025 and December 31, 2024.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

The amount owed and outstanding on the Company’s loan funding facilities fluctuates based on its origination volume, the amount of time it takes the Company to sell the loans it originates and the Company’s ability to use its cash to self-fund loans. In addition to self-funding, the Company may use surplus cash to “buy-down” the effective interest rate of certain loan funding facilities or to self-fund a portion of our loan originations. Buy-down funds are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets. We have the ability to withdraw these funds at any time, unless a margin call has been made or a default has occurred under the relevant facilities. We will also deploy cash to self-fund loan originations, a portion of which can be transferred to a mortgage loan funding facility or the early buy out line, provided that such loans meet the eligibility criteria to be placed on such lines. The remaining portion will be funded in normal course over a short period of time, generally less than 45 days.

The terms of the Senior Notes restrict our ability and the ability of our subsidiary guarantors among other things to: (1) merge, consolidate or sell, transfer or lease assets and; (2) create liens on assets.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Mortgage Funding Facilities


Facility Type	Collateral	Maturity	Line Amount		Committed Line Amount		Outstanding Balance as of March 31, 2025		Outstanding Balance as of December 31, 2024
Mortgage Loan funding:
1) Master Repurchase Agreement (1)(9)	Mortgage loans held for sale (8)	11/24/2026	$	1,000,000	$	100,000	$	979,177	$	406,484
2) Master Repurchase Agreement (9)	Mortgage loans held for sale (8)	8/1/2026	1,000,000		—		—		10,853
3) Master Repurchase Agreement (2)(9)	Mortgage loans held for sale (8)	1/26/2026	1,500,000		250,000		278,286		252,133
4) Master Repurchase Agreement (9)	Mortgage loans held for sale (8)	10/1/2026	2,500,000		250,000		479,871		601,904
5) Master Repurchase Agreement (3)(9)	Mortgage loans held for sale (8)	12/10/2026	1,500,000		250,000		111,710		106,686
6) Master Repurchase Agreement (9)	Mortgage loans held for sale (8)	10/2/2026	800,000		100,000		410,742		764,342
7) Master Repurchase Agreement (9)	Mortgage loans held for sale (8)	12/23/2026	1,500,000		100,000		1,468,078		1,400,097
8) Master Repurchase Agreement (4)(9)	Mortgage loans held for sale (8)	5/29/2026	2,000,000		250,000		510,926		1,015,035
9) Master Repurchase Agreement (9)	Mortgage loans held for sale (8)	6/12/2026	750,000		—		735,463		730,410
10) Master Repurchase Agreement (9)	Mortgage loans held for sale (8)	10/2/2026	1,500,000		200,000		1,470,153		566,905
			$	14,050,000	$	1,500,000	$	6,444,406	$	5,854,849
Mortgage Loan Early Funding:
11) Early Funding Facility (6)(9)	Mortgage loans held for sale (8)	(6)	$	5,000,000	$	—	$	662,632	$	402,462
12) Early Funding Facility (7)(9)	Mortgage loans held for sale (8)	(7)	2,000,000		—		262,712		290,475
			7,000,000		—		925,344		692,937

Total Mortgage Funding Facilities			$	21,050,000	$	1,500,000	$	7,369,750	$	6,547,786

Personal Loan funding:
13) Revolving Credit and Security Agreement (5)(10)	Personal loans held for sale	N/A	N/A		N/A		$	—	$	160,400
14) Revolving Credit and Security Agreement (10)	Personal loans held for sale	8/19/2027	$	150,000	$	150,000	81,242		—
15) Credit and Security Agreement (10)	Personal loans held for sale	3/5/2029	158,749		158,749		158,749		—
Total Personal Loan Funding Facilities			308,749		308,749		239,991		160,400

Total Funding Facilities			$	21,358,749	$	1,808,749	$	7,609,741	$	6,708,186

(1) This facility also includes a $150,000 sublimit for early buy out financing; capacity is fully fungible and is not restricted by these allocations.

(2) This facility has a 12-month initial term, which can be extended for 3-months at each subsequent 3-month anniversary from the initial start date. Subsequent to March 31, 2025, this facility was extended to April 24, 2026.

(3) This facility also includes a $1,500,000 sublimit for MSR financing; capacity is fully fungible and is not restricted by these allocations.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

(4) This facility is a sublimit of Early Buy out Financing Facility 6, found below in Financing Facilities. Refer to Subfootnote 4, Financing Facilities for additional details regarding this facility.

(5) This facility was terminated in March 2025.

(6) This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party upon written notice.

(7) This facility will be reviewed every 90 days. This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party upon written notice.

(8) The Company has multiple borrowing facilities in the form of asset sales under agreements to repurchase. These borrowing facilities are secured by mortgage loans held for sale at fair value as the first priority security interest.

(9) The interest rates charged by lenders on mortgage funding facilities included the applicable base rate plus a spread ranging from 1.00% to 1.63% for the three months ended March 31, 2025 and 1.00% to 1.80% for the year ended December 31, 2024.

(10) The interest rates charged by lenders on personal loan funding facilities included the applicable base rate plus a spread ranging from 0.85% to 2.30% for the three months ended March 31, 2025 and 1.15% for the year ended December 31, 2024.

Financing Facilities


Facility Type	Collateral	Maturity	Line Amount		Committed Line Amount		Outstanding Balance as of March 31, 2025		Outstanding Balance as of December 31, 2024
Line of Credit Financing Facilities
1) Unsecured line of credit (1)	—	7/27/2025	$	2,000,000	$	—	$	—	$	—
2) Unsecured line of credit (1)	—	7/31/2025	100,000		—		—		—
3) Revolving credit facility (2)(6)	—	7/2/2027	1,150,000		1,150,000		—		—
4) MSR line of credit (6)	MSRs	11/7/2025	500,000		—		—		—
5) MSR line of credit (3)(6)	MSRs	12/10/2026	1,500,000		250,000		—		—
			$	5,250,000	$	1,400,000	$	—	$	—
Early Buyout Financing Facility
6) Early buy out facility (4)(6)	Loans/ Advances	5/29/2026	$	2,000,000	$	250,000	$	80,293	$	92,949
7) Early buy out facility (5)(6)	Loans/ Advances	11/24/2026	150,000		100,000		—		—
			$	2,150,000	$	350,000	$	80,293	$	92,949

(1) Refer to Note 7, Transactions with Related Parties for additional details regarding this unsecured line of credit.

(2) Subsequent to March 31, 2025, this facility was amended to extend the maturity date to July 3, 2028. Upon satisfaction of certain conditions specified in the agreement governing this facility, including the closing of the Mr. Cooper Acquisition among other things, this facility upsizes to $2,250,000.

(3) This facility is a sublimit of Master Repurchase Agreement 5, found above in Funding Facilities. Refer to Subfootnote 3, Funding Facilities for additional details regarding this financing facility.

(4) This facility includes a $2,000,000 sublimit for newly originated mortgage loans held for sale; capacity is fully fungible and is not restricted by these allocations.

(5) This facility is a sublimit of Master Repurchase Agreement 1, found above in Funding Facilities. Refer to Subfootnote 1, Funding Facilities for additional details regarding this financing facility.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

(6) The interest rates charged by lenders on the financing facilities included the applicable base rate, plus a spread ranging from 1.45% to 3.25% for the three months ended March 31, 2025 and the year ended December 31, 2024.

Unsecured Senior Notes


Facility Type	Maturity	Interest Rate		Outstanding Principal March 31, 2025			Outstanding Principal December 31, 2024
Unsecured Senior Notes (1)	10/15/2026	2.875	%	$	1,150,000		$	1,150,000
Unsecured Senior Notes (2)	1/15/2028	5.250	%	61,985			61,985
Unsecured Senior Notes (3)	3/1/2029	3.625	%	750,000			750,000
Unsecured Senior Notes (4)	3/1/2031	3.875	%	1,250,000			1,250,000
Unsecured Senior Notes (5)	10/15/2033	4.000	%	850,000			850,000
Total Senior Notes				$	4,061,985		$	4,061,985

Weighted Average Interest Rate				3.59		%	3.59		%

(1) The 2026 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $1,150,000 carrying amount on the Condensed Consolidated Balance Sheets by $3,427 and $3,999 as of March 31, 2025 and December 31, 2024, respectively.

(2) The 2028 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs and discounts are presented net against the Senior Notes reducing the $61,985 carrying amount on the Condensed Consolidated Balance Sheets by $194 and $161 as of March 31, 2025, respectively, and $212 and $177, as of December 31, 2024, respectively.

(3) The 2029 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $750,000 carrying amount on the Condensed Consolidated Balance Sheets by $3,926 and $4,177 as of March 31, 2025 and December 31, 2024, respectively.

(4) The 2031 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $1,250,000 carrying amount on the Condensed Consolidated Balance Sheets by $7,999 and $8,337 as of March 31, 2025 and December 31, 2024, respectively.

(5) The 2033 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $850,000 carrying amount on the Condensed Consolidated Balance Sheets by $5,982 and $6,157 as of March 31, 2025 and December 31, 2024, respectively.

Refer to Note 3, Fair Value Measurements for information pertaining to the fair value of the Company’s debt as of March 31, 2025 and December 31, 2024.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Bridge Loan Commitment

The consummation of the Mr. Cooper Acquisition will trigger change of control provisions in the Mr. Cooper unsecured senior notes that will require Mr. Cooper or a third party, shortly after the closing of the Mr. Cooper Acquisition, to offer to repay such indebtedness. Consequently, Rocket entered into a commitment letter, dated as of March 31, 2025, with commitment parties, pursuant to which the parties have committed to provide a 364-day senior unsecured bridge term loan facility (the “Bridge Facility”) with capacity of up to $4.95 billion. The Company incurred $37.1 million in debt financing fees, which were capitalized as prepaid expenses in Other assets on the Company’s Condensed Consolidated Balance Sheets and are recognized as interest expense on a straight-line basis, which approximates the effective interest method, until the expected issuance date for permanent financing. There were no borrowings under the Bridge Facility as of March 31, 2025.

The Company will guarantee any borrowings that are made under the Bridge Facility. The Bridge Facility contains various financial and operational covenants that would have been applicable to any borrowings under the Bridge Facility and that are usual and customary for such arrangements. If such covenants were in effect, the Company would have been in compliance with all of these covenants as of March 31, 2025.

7. Transactions with Related Parties

The Company has entered into various transactions and agreements with RHI, its subsidiaries, certain other affiliates and related parties (collectively, “Related Parties”). These transactions include providing financing and services as well as obtaining financing and services from these Related Parties.

Up-C Collapse and Transaction Agreement

See the Company's amended Form 10-K filed with the SEC on April 28, 2025, Item 13 - Certain Relationships and Related Person Transactions, and Director Independence - "The Up-C Collapse" and "Transaction Agreement", for additional information about the Up-C Collapse and the Transaction Agreement and the resulting impact on the Company's financial statements subsequent to the close of the transaction.

Financing Arrangements

On June 9, 2017, Rocket Mortgage and RHI entered into an unsecured line of credit, as further amended and restated on September 16, 2021 (“RHI Line of Credit”), pursuant to which Rocket Mortgage has a borrowing capacity of $2,000,000. The RHI Line of Credit matures on July 27, 2025. Borrowings under the line of credit bear interest at a rate per annum of the applicable base rate, plus a spread of 1.25%. The line of credit is uncommitted and RHI has sole discretion over advances. The RHI Line of Credit also contains negative covenants which restrict the ability of the Company to incur debt and create liens on certain assets. It also requires Rocket Mortgage to maintain a quarterly consolidated net income before taxes if adjusted tangible net worth meets certain requirements. The Company did not draw on the RHI Line of Credit during the period and there were no outstanding amounts due as of March 31, 2025 and December 31, 2024.

RHI and RTIC are parties to a surplus debenture, effective as of December 28, 2015, and as further amended and restated on July 31, 2023 (the “RHI/RTIC Debenture”), pursuant to which RTIC is indebted to RHI for an aggregate principal amount of $21,500. The RHI/RTIC Debenture matures on December 31, 2030. Interest under the RHI/RTIC Debenture accrues at an annual rate of 8%. Principal and interest under the RHI/RTIC Debenture are due and payable quarterly, in each case subject to RTIC achieving a certain amount of surplus and payments of all interest before principal payments begin. Any unpaid amounts of principal and interest shall be due and payable upon the maturity of the RHI/RTIC Debenture. RTIC repaid an aggregate of $28,792 and $434 for the three months ended March 31, 2025 and 2024, respectively. The total amount of interest accrued was $278 and $429 for the three months ended March 31, 2025 and 2024, respectively. The aggregate amount due to RHI was paid in full as of March 31, 2025 and $28,514 was outstanding as of December 31, 2024.

On July 31, 2020, Holdings and RHI entered into an agreement for an uncommitted, unsecured revolving line of credit (“RHI 2nd Line of Credit”), which will provide for financing from RHI to the Company of up to $100,000. The RHI 2nd Line of Credit matures on July 31, 2025. Borrowings under the line of credit will bear interest at a rate per annum of the applicable base rate plus a spread of 1.25%. The negative covenants of the line of credit restrict the ability of the Company to incur debt and create liens on certain assets. The line of credit also contains customary events of default. The Company did not draw on the RHI 2nd Line of Credit during the period and there were no amounts outstanding as of March 31, 2025 and December 31, 2024.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

The Notes receivable and due from affiliates was $14,803 and $14,245 as of March 31, 2025 and December 31, 2024, respectively. The Notes payable and due to affiliates was $3,309 and $31,280 as of March 31, 2025 and December 31, 2024, respectively.

Services, Products and Other Transactions

We have entered into transactions and agreements to provide certain services to Related Parties. We recognized revenue of $1,433 and $1,646 for the three months ended March 31, 2025 and 2024, respectively, for the performance of these services, which was included in Other income on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). We have also entered into transactions and agreements to purchase certain services, products and other transactions from Related Parties. We incurred expenses of $756 and $625, which are included in Salaries, commissions and team member benefits; $10,673 and $12,222, which are included in General and administrative expenses; and $2,649 and $3,630, which are included in Marketing and advertising expenses, for the three months ended March 31, 2025 and 2024, respectively, on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

The Company has also entered into a Tax Receivable Agreement with RHI and our Chairman as described further in Note 8, Income Taxes. The Company has also guaranteed the debt of a related party as described further in Note 10, Commitments, Contingencies and Guarantees.

Lease Transactions with Related Parties

The Company is a party to lease agreements for certain offices, including our headquarters in Detroit, with various affiliates of Bedrock Management Services LLC (“Bedrock”), a related party, and other related parties of the Company. The Company incurred expenses related to these arrangements of $18,244 and $19,570 for the three months ended March 31, 2025 and 2024, respectively. These amounts are included in General and administrative expenses on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

8. Income Taxes

The Company had an income tax benefit of $10,657 on Loss before income taxes of $223,103 and income tax expense of $7,656 on Income before income taxes of $298,370 for the three months ended March 31, 2025 and 2024, respectively. The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure and valuation allowances for deferred tax benefits the Company does not believe are more likely than not to be realized.

Rocket Companies owns a portion of the units of Holdings, which is treated as a partnership for U.S. federal tax purposes and in most applicable jurisdictions for state and local income tax purposes. The remaining portion of Holdings is owned by RHI and our Chairman (“LLC Members”). As a partnership, Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Holdings is passed through and included in the taxable income or loss of its members, including Rocket Companies, in accordance with the terms of the operating agreement of Holdings (the “Holdings Operating Agreement”). Rocket Companies is a C Corporation and is subject to U.S. federal, state, and local income taxes with respect to its allocable share of any taxable income of Holdings.

Several subsidiaries of Holdings, such as Rocket Mortgage, Rocket Close and other subsidiaries, are single member LLC entities. As single member LLCs of Holdings, all taxable income or loss generated by these subsidiaries passes through and is included in the income or loss of Holdings. A provision for state and local income taxes is required for certain jurisdictions that tax single member LLCs as regarded entities. Other subsidiaries of Holdings, such as Rocket Title Insurance Company, LMB Mortgage Services and others, are treated as C Corporations and separately file and pay taxes apart from Holdings in various jurisdictions including U.S. federal, state, local and Canada.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Tax Receivable Agreement

The Company expects to obtain an increase in its share of the tax basis in the net assets of Holdings when Holdings Units are redeemed from or exchanged by the LLC Members. The Company intends to treat any redemptions and exchanges of Holdings Units as direct purchases of Holdings Units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

The Company has a Tax Receivable Agreement (the “Tax Receivable Agreement”) with the LLC Members that will obligate the Company to make payments to the LLC Members generally equal to 90% of the applicable cash tax savings that the Company actually realizes or in some cases is deemed to realize as a result of the tax attributes generated by (i) certain increases in our allocable share of the tax basis in Holdings’ assets resulting from (a) the purchases of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) from the LLC Members (or their transferees of Holdings Units or other assignees) using the net proceeds from our initial public offering or in any future offering, (b) exchanges by the LLC Members (or their transferees of Holdings Units or other assignees) of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) for cash or shares of our Class B common stock or Class A common stock, as applicable, or (c) payments under the Tax Receivable Agreement; (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the Tax Receivable Agreement and (iii) disproportionate allocations (if any) of tax benefits to Holdings as a result of section 704(c) of the Code that relate to the reorganization transactions. The Company will retain the benefit of the remaining 10% of these tax savings.

A payment of $749 was made to the LLC Members pursuant to the Tax Receivable Agreement during the three months ended March 31, 2025. No payment was made to the LLC Members pursuant to the Tax Receivable Agreement during the three months ended March 31, 2024.

The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character and timing of the taxable income of Rocket Companies in the future. Any such changes in these factors or changes in the Company’s determination of the need for a valuation allowance related to the tax benefits acquired under the Tax Receivable Agreement could adjust the Tax receivable agreement liability recognized and recorded within earnings in future periods.

See the Company's amended Form 10-K filed with the SEC on April 28, 2025, Item 13 - Certain Relationships and Related Person Transactions, and Director Independence - "Tax Receivable Agreement", for additional information about the amendment to the Tax Receivable Agreement in connection with the Up-C Collapse.

Tax Distributions

The holders of Holdings’ Units, including Rocket Companies Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Holdings. The Holdings Operating Agreement provides for pro rata cash distributions (“tax distributions”) to the holders of the Holdings Units in an amount generally calculated to provide each holder of Holdings Units with sufficient cash to cover its tax liability in respect of the Holdings Units. In general, these tax distributions are computed based on Holdings’ estimated taxable income, multiplied by an assumed tax rate as set forth in the Holdings Operating Agreement.

For the three months ended March 31, 2025 and 2024, Holdings has not paid material tax distributions. Subsequent to March 31, 2025, Holdings paid tax distributions of $113,809 to holders of Holdings Units other than Rocket Companies.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

9. Derivative Financial Instruments

The Company uses forward commitments to hedge the interest rate risk exposure on certain fixed and adjustable rate commitments. Utilization of forward commitments involves some degree of basis risk. Basis risk is defined as the risk that the hedging instrument’s price does not offset the increase or decrease in the market price of the underlying financial instrument being hedged. The Company calculates an expected hedge ratio to mitigate a portion of this risk. The Company’s derivative instruments are not designated as accounting hedging instruments, and therefore, changes in fair value are recorded in current period Net (loss) income. Hedging gains and losses are included in Gain on sale of loans, net and Change in fair value of MSRs in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

Net hedging (losses) gains were as follows:


	Three Months Ended March 31,
	2025		2024
Hedging (losses) gains (1)	$	(138,233)	$	63,770

(1) Includes the change in fair value related to derivatives economically hedging MSRs identified for sale.

Refer to Note 3, Fair Value Measurements, for additional information on the fair value of derivative financial instruments.

Notional and Fair Value

The notional and fair values of derivative financial instruments not designated as hedging instruments were as follows:


	Notional Value		Derivative Asset		Derivative Liability
Balance at March 31, 2025:
IRLCs, net of loan funding probability (1)	$	10,143,090	$	283,388	$	—
Forward commitments (2)	$	17,351,671	$	4,573	$	84,739

Balance at December 31, 2024:
IRLCs, net of loan funding probability (1)	$	5,094,135	$	103,101	$	—
Forward commitments (2)	$	12,826,939	$	89,332	$	11,209

(1) IRLCs are also discussed in Note 10, Commitments, Contingencies and Guarantees.

(2) Includes the fair value and net notional value related to derivatives economically hedging MSRs identified for sale.

Counterparty agreements for forward commitments contain master netting agreements. The table below presents the gross amounts of recognized assets and liabilities subject to master netting agreements. Margin cash is cash that is exchanged by counterparties to be held as collateral related to these derivative financial instruments. Margin cash held on behalf of counterparties is recorded in Cash and cash equivalents, and the related liability is classified in Other liabilities in the Condensed Consolidated Balance Sheets. Margin cash pledged to counterparties is excluded from Cash and cash equivalents and instead recorded in Other assets as a margin call receivable from counterparties in the Condensed Consolidated Balance Sheets. The Company had $56,990 and zero of margin cash pledged to counterparties related to these forward commitments at March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025 and December 31, 2024, there was $188 and $63,377 of margin cash held on behalf of counterparties, respectively.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)


	Gross Amount of Recognized Assets or Liabilities		Gross Amounts Offset in the Condensed Consolidated Balance Sheets		Net Amounts Presented in the Condensed Consolidated Balance Sheets
Offsetting of Derivative Assets
Balance at March 31, 2025:
Forward commitments	$	5,117	$	(544)	$	4,573
Balance at December 31, 2024:
Forward commitments	$	117,730	$	(28,398)	$	89,332

Offsetting of Derivative Liabilities
Balance at March 31, 2025:
Forward commitments	$	(121,806)	$	37,067	$	(84,739)
Balance at December 31, 2024:
Forward commitments	$	(13,487)	$	2,278	$	(11,209)

Counterparty Credit Risk

Credit risk is defined as the possibility that a loss may occur from the failure of another party to perform in accordance with the terms of the contract, which exceeds the value of existing collateral, if any. The Company attempts to limit its credit risk by dealing with creditworthy counterparties and obtaining collateral where appropriate.

The Company is exposed to credit loss in the event of contractual nonperformance by its trading counterparties and counterparties to its various over-the-counter derivative financial instruments noted in the above Notional and Fair Value discussion. The Company manages this credit risk by selecting only counterparties that it believes to be financially strong, spreading the credit risk among many such counterparties, placing contractual limits on the amount of unsecured credit extended to any single counterparty and entering into netting agreements with the counterparties as appropriate.

Certain counterparties have master netting agreements. The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. Derivative assets in the Condensed Consolidated Balance Sheets represent derivative contracts in a gain position, net of loss positions with the same counterparty and, therefore, also represent the Company’s maximum counterparty credit risk. The Company incurred no credit losses due to nonperformance of any of its counterparties during the three months ended March 31, 2025 and 2024.

10. Commitments, Contingencies and Guarantees

Interest Rate Lock Commitments

IRLCs are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each client’s creditworthiness on a case-by-case basis.

The number of days from the date of the IRLC to expiration of fixed and variable rate lock commitments outstanding at March 31, 2025 and December 31, 2024 was 39 days and 41 days, respectively, on average.

The UPB of IRLCs was as follows:


	March 31, 2025				December 31, 2024
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
IRLCs	$	12,729,241	$	910,048	$	6,562,026	$	393,175

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Commitments to Sell Mortgage Loans

In the ordinary course of business, the Company enters into contracts to sell existing mortgage loans held for sale into the secondary market at specified future dates. The amount of commitments to sell existing loans at March 31, 2025 and December 31, 2024 was $1,240,040 and $1,120, respectively.

Commitments to Sell Loans with Servicing Released

In the ordinary course of business, the Company enters into contracts to sell the MSRs of certain newly originated loans on a servicing released basis. In the event that a forward commitment is not filled and there has been an unfavorable market shift from the date of commitment to the date of settlement, the Company is contractually obligated to pay a pair-off fee on the undelivered balance. There were $377,964 and $162,610 of loans committed to be sold servicing released at March 31, 2025 and December 31, 2024, respectively.

Investor Reserves

The following presents the activity in the investor reserves:


	Three Months Ended March 31,
	2025		2024
Balance at beginning of period	$	99,998	$	92,389
Provision for investor reserves	3,566		11,651
Realized losses	(2,774)		(8,999)
Balance at end of period	$	100,790	$	95,041

The maximum exposure under the Company’s representations and warranties would be the outstanding principal balance and any premium received on all loans ever sold by the Company, less (i) loans that have already been paid in full by the mortgagee, (ii) loans that have defaulted without a breach of representations and warranties, (iii) loans that have been indemnified via settlement or make-whole, or (iv) loans that have been repurchased. Additionally, the Company may receive relief of certain representation and warranty obligations on loans sold to Fannie Mae or Freddie Mac on or after January 1, 2013 if Fannie Mae or Freddie Mac satisfactorily concludes a quality control loan file review or if the borrower meets certain acceptable payment history requirements within 12 or 36 months after the loan is sold to Fannie Mae or Freddie Mac.

Purchase Commitments

Future purchase commitments include various non-cancelable agreements primarily related to our apps and websites, cloud computing services and certain marketing arrangements. As of March 31, 2025, future purchase commitments primarily span a four year period and aggregate to $450,731 in total.

Escrow Deposits

As a service to its clients, the Company administers escrow deposits representing undisbursed amounts received for payment of property taxes, insurance, funds for title services, principal and interest on loans held for sale. Cash held by the Company for property taxes, insurance and settlement funds for title services was $5,061,424 and $3,915,456 and for principal and interest was $3,914,730 and $3,386,251 at March 31, 2025 and December 31, 2024, respectively. These amounts are not considered assets of the Company and, therefore, are excluded from the Condensed Consolidated Balance Sheets. The Company remains contingently liable for the disposition of these deposits.

Tax Receivable Agreement

As indicated in Note 8, Income Taxes, the Company is party to a Tax Receivable Agreement.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Legal

Rocket Companies, through its subsidiaries, engages in, among other things, mortgage lending, title and settlement services and other financial technology services and products. Rocket Companies and its subsidiaries operate in highly regulated industries and are routinely subject to various legal and administrative proceedings concerning matters that arise in the normal and ordinary course of business, including inquiries, complaints, subpoenas, audits, examinations, investigations and potential enforcement actions from regulatory agencies and state attorneys general; state and federal lawsuits and putative collective and class actions; and other litigation. Periodically, we assess our potential liabilities and contingencies in connection with outstanding legal and administrative proceedings utilizing the latest information available. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our financial position, results of operations, or cash flows in a future period. Rocket Companies accrues for losses when they are probable to occur and such losses are reasonably estimable. Legal costs are expensed as they are incurred.

As of March 31, 2025 and December 31, 2024, we have recorded reserves related to potential damages in connection with legal proceedings of $4,500. The ultimate outcome of these or other actions or proceedings, including any monetary awards against Rocket Companies or one or more of its subsidiaries, is uncertain and there can be no assurance as to the amount of any such potential awards. Rocket Companies and its subsidiaries will incur defense costs and other expenses in connection with these proceedings. Plus, if a judgment for money that exceeds specified thresholds is rendered against Rocket Companies or any of its subsidiaries and it or they fail to timely pay, discharge, bond or obtain a stay of execution of such judgment, it is possible that one or more of the companies could be deemed in default of loan funding facilities and other agreements governing indebtedness. If the final resolution in one or more of these proceedings is unfavorable, it could have a material adverse effect on the business, liquidity, financial condition, cash flows, and results of operations of Rocket Companies.

11. Regulatory Minimum Net Worth, Capital Ratio and Liquidity Requirements

Certain secondary market investors and state regulators require the Company to maintain minimum net worth, liquidity and capital requirements. To the extent that these requirements are not met, secondary market investors and/or the state regulators may utilize a range of remedies including sanctions and/or suspension or termination of selling and servicing agreements, which may prohibit the Company from originating, securitizing or servicing these specific types of mortgage loans.

Rocket Mortgage is subject to certain minimum net worth, capital ratio and liquidity requirements and risk-based capital ratio established by the Federal Housing Finance Agency (“FHFA”) for Fannie Mae and Freddie Mac (collectively defined as "GSEs") Seller/Servicers and Ginnie Mae (together with GSEs, the "Agencies") for single family issuers. Furthermore, refer to Note 6, Borrowings for additional information regarding compliance with all funding and financing facilities related covenant requirements. As of March 31, 2025 and December 31, 2024, Rocket Mortgage was in compliance with these requirements.

Since Rocket Mortgage’s single-family servicing portfolio exceeds $150 billion in UPB, we are also required to obtain an external primary servicer rating or master servicing rating and long-term senior unsecured or long-term corporate family credit ratings from two different rating agencies. As of March 31, 2025 and December 31, 2024, Rocket Mortgage was in compliance with these requirements.

The most restrictive of these regulatory requirements require the Company to maintain a minimum net worth of approximately $1,500,000, minimum liquidity of approximately $625,000 and minimum capital/leverage ratio and risk-based capital ratio of 6% as of March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025 and December 31, 2024, Rocket Mortgage was in compliance with these requirements.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

12. Segments

The Company’s Chief Executive Officer, who has been identified as its Chief Operating Decision Maker (“CODM”), has evaluated how the Company views and measures its performance. ASC 280, Segment Reporting establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in that guidance, the Company has determined that it has two reportable segments - Direct to Consumer and Partner Network. The key factors used to identify these reportable segments are the Company’s internal operations and the nature of its marketing channels, which drive client acquisition into the mortgage platform. This determination reflects how its CODM monitors performance, allocates capital and makes strategic and operational decisions. Management continues to reassess and enhance the methodologies and processes used to calculate financial results by reportable segment. The financial results by reportable segment may be revised as periodic enhancements are made.

Direct to Consumer

In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage digitally and/or with the Company’s mortgage bankers. The Company markets to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment generates revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. This segment also produces revenue by providing title and settlement services and appraisal management to these clients as part of our end-to-end mortgage origination experience. Servicing activities are fully allocated to the Direct to Consumer segment as they are viewed as an extension of the client experience, which positions us to have high retention and recapture the clients’ next refinance, purchase and personal loan transactions.

Revenues in the Direct to Consumer segment are generated primarily from the gain on sale of loans, which includes loan origination fees, revenues associated with title, closing and appraisal fees and revenues from sales of loans into the secondary market, as well as the fair value of originated MSRs and hedging gains and losses. Loan servicing income consists of the contractual fees earned for servicing loans and other ancillary servicing fees, as well as changes in the fair value of MSRs due to changes in valuation assumptions and realization of cash flows.

Partner Network

We provide industry-leading client service and leverage our widely recognized brand to strengthen our wholesale relationships, through Rocket Pro, as well as enterprise partnerships, both driving growth in our Partner Network segment. Rocket Pro works exclusively with mortgage brokers, community banks and credit unions, enabling them to maintain their own brand and client relationships while leveraging Rocket Mortgage's expertise, technology and award-winning process. Our enterprise partnerships include financial institutions and well-known consumer-focused companies that value our award-winning client experience and offer their clients mortgage solutions through our trusted brand. These organizations connect their clients directly to us through marketing channels and referrals.

Revenues in the Partner Network segment are generated primarily from the gain on sale of loans, which includes loan origination fees, revenues associated with title, closing and appraisal fees and revenues from sales of loans into the secondary market, as well as the fair value of originated MSRs and hedging gains and losses.

Other Information About Our Segments

The Company measures the performance of the segments primarily on a contribution margin basis. The CODM uses the total revenue and profitability metrics of each segment to assess performance and allocation of resources by segment. The accounting policies applied by our segments are described in Note 1, Business, Basis of Presentation and Accounting Policies. Directly attributable expenses include Salaries, commissions and team member benefits, General and administrative expenses, Marketing and advertising expenses and Other expenses, such as mortgage servicing related expenses and expenses generated from Rocket Close (title and settlement services).

The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. The Condensed Consolidated Balance Sheets is managed on a consolidated basis and is not used in the context of segment reporting.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

The Company also reports an “All Other” category that includes operations from Rocket Money, Rocket Loans, Rocket Homes and includes professional service fee revenues from related parties. These operations are neither significant individually nor in aggregate and therefore do not constitute a reportable segment.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Key operating data for our business segments for the periods ended:


Three Months Ended March 31, 2025	Direct to Consumer		Partner Network		Segments Total		All Other (1)		Total
Revenues
Gain on sale of loans, net	$	659,539	$	95,796	$	755,335	$	16,291	$	771,626
Interest income	50,356		41,734		92,090		—		92,090
Interest expense on funding facilities	(35,000)		(29,039)		(64,039)		—		(64,039)
Servicing fee income	399,546		—		399,546		1,151		400,697
Changes in fair value of MSRs	(449,185)		—		(449,185)		—		(449,185)
Other income	132,655		5,205		137,860		148,215		286,075
Total U.S. GAAP Revenue, net	757,911		113,696		871,607		165,657		1,037,264
Change in fair value of MSRs due to valuation assumptions (net of hedges)	259,032		—		259,032		—		259,032
Adjusted revenue	1,016,943		113,696		1,130,639		165,657		1,296,296
Salaries, commissions and team member benefits	283,668		46,807		330,475		41,639		372,114
General and administrative expenses	78,361		4,742		83,103		15,866		98,969
Marketing and advertising expenses	212,650		3,051		215,701		59,691		275,392
Other expenses	35,468		2,396		37,864		8,421		46,285
Total Directly attributable expenses	610,147		56,996		667,143		125,617		792,760
Contribution margin	$	406,796	$	56,700	$	463,496	$	40,040	$	503,536



Three Months Ended March 31, 2024	Direct to Consumer		Partner Network		Segments Total		All Other (1)		Total
Revenues
Gain on sale of loans, net	$	540,165	$	149,507	$	689,672	$	9,554	$	699,226
Interest income	48,881		40,099		88,980		—		88,980
Interest expense on funding facilities	(28,234)		(23,104)		(51,338)		(105)		(51,443)
Servicing fee income	344,360		—		344,360		1,386		345,746
Changes in fair value of MSRs	56,508		—		56,508		—		56,508
Other income	132,197		3,779		135,976		108,723		244,699
Total U.S. GAAP Revenue, net	1,093,877		170,281		1,264,158		119,558		1,383,716
Change in fair value of MSRs due to valuation assumptions (net of hedges)	(220,471)		—		(220,471)		—		(220,471)
Adjusted revenue	873,406		170,281		1,043,687		119,558		1,163,245
Salaries, commissions and team member benefits	267,016		46,423		313,439		39,330		352,769
General and administrative expenses	77,858		5,423		83,281		8,318		91,599
Marketing and advertising expenses	156,353		2,171		158,524		39,992		198,516
Other expenses	28,576		1,927		30,503		1,453		31,956
Total Directly attributable expenses	529,803		55,944		585,747		89,093		674,840
Contribution margin	$	343,603	$	114,337	$	457,940	$	30,465	$	488,405

(1) All Other includes certain intercompany eliminations, as a portion of expense generated through intercompany transactions is allocated to our segments.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

The following table represents a reconciliation of segment contribution margin to consolidated U.S. GAAP (Loss) income before income taxes for the three months ended:


	Three Months Ended March 31,
	2025		2024
Contribution margin, excluding change in MSRs due to valuation assumptions	$	503,536	$	488,405
Change in fair value of MSRs due to valuation assumptions (net of hedges)	(259,032)		220,471
Less expenses not allocated to segments:
Salaries, commissions and team member benefits	237,494		188,328
General and administrative expenses	161,847		145,066
Depreciation and amortization	26,910		27,017
Interest and amortization expense on non-funding debt	38,287		38,365
Other expenses	3,069		11,730
(Loss) income before income taxes	$	(223,103)	$	298,370

13. Non-controlling Interest

The non-controlling interest balance represents the economic interest in Holdings held by our Chairman and RHI. The following table summarizes the ownership of Holdings Units in Holdings as of:


	March 31, 2025			December 31, 2024
	Holdings Units	Ownership Percentage		Holdings Units	Ownership Percentage
Rocket Companies, Inc.’s ownership of Holdings Units	150,150,481	7.51	%	146,028,193	7.32	%
Holdings Units held by our Chairman	1,101,822	0.06	%	1,101,822	0.06	%
Holdings Units held by RHI	1,847,777,661	92.43	%	1,847,777,661	92.62	%
Balance at end of period	1,999,029,964	100.00	%	1,994,907,676	100.00	%

The non-controlling interest holders have the right to exchange Holdings Units, together with a corresponding number of shares of our Class D common stock or Class C common stock (together referred to as “Paired Interests”), for, at our option, (i) shares of our Class B common stock or Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock). As such, future exchanges of Paired Interests by non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital when Holdings has positive or negative net assets, respectively. During the periods presented, neither our Chairman nor RHI has exchanged any Paired Interests.

The pending Up-C Collapse will result in the elimination of the redeemable non-controlling interest and an associated increase in the Company's stockholders’ equity due to the consolidation of the Class D common stock and Holdings Units into the newly issued Class L common stock.

14. Share-based Compensation

Restricted stock units (“RSUs”), performance stock units ("PSUs") and stock options are granted to team members and directors of the Company and its affiliates under the 2020 Omnibus Incentive Plan. Share-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant, with forfeitures recognized as they occur.

The Company granted approximately 11,200,000 and 10,500,000 RSUs with an estimated future expense of $175,600 and $131,400 during the three months ended March 31, 2025 and 2024, respectively. These awards generally vest semi-annually over a three-year period, subject to the grantee’s employment or service with the Company through each applicable vesting date.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Additionally, the Company authorized approximately 1,800,000 and 1,100,000 PSUs at target during the three months ended March 31, 2025 and 2024, respectively, that will vest based on the satisfaction of certain market, performance and service conditions. A portion of the PSUs will cliff vest at the end of a three-year period based on the satisfaction of certain market and service conditions. The fair value of the award is determined based on a Monte Carlo valuation model. The remaining portion of the PSUs will cliff vest at the end of a three-year period based on the satisfaction of certain performance and service conditions. The PSUs authorized in the three months ended March 31, 2024 have performance conditions which will be established by the Company at a future date. The Company has determined that the service inception date precedes the grant date and the fair value of these awards will be remeasured quarterly based on the current period share price until the awards are granted. This portion of the PSUs are not considered contingently issuable and are excluded from the calculation of earnings per share.

The Company has an employee stock purchase plan, referred to as the Team Member Stock Purchase Plan (“TMSPP”), under which eligible team members may direct the Company to withhold up to 15% of their gross pay to purchase shares of common stock at a price equal to 85% of the closing market price on the exercise date. The TMSPP is a liability classified compensatory plan and the Company recognizes compensation expense over the offering period based on the fair value of the purchase discount. The number of shares purchased by team members through the TMSPP were 839,012 and 645,826, during the three months ended March 31, 2025 and 2024, respectively.

Additionally, certain of our subsidiaries have individual compensation plans that include equity awards and stock appreciation rights.

The components of share-based compensation expense included in Salaries, commissions and team member benefits on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) is as follows:


	Three Months Ended March 31,
	2025		2024
Rocket Companies, Inc. sponsored plans
Restricted stock units	$	36,375	$	29,256
Performance stock units	1,438		404
Stock options	—		15
Team Member Stock Purchase Plan	1,544		1,212
Subtotal Rocket Companies, Inc. sponsored plans	$	39,357	$	30,887

Subsidiary plans	663		110
Total share-based compensation expense	$	40,020	$	30,997

15. Earnings Per Share

The Company applies the two-class method for calculating and presenting earnings per share by separately presenting earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class B common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in dividends as may be declared by the board of directors. Holders of the Class A and Class B common stock also have equal priority in liquidation. Shares of Class C and Class D common stock do not participate in earnings of Rocket Companies, Inc. As a result, the shares of Class C and Class D common stock are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of earnings per share. RSUs and PSUs awarded as part of the Company’s compensation program are included in the weighted-average Class A shares outstanding in the calculation of basic earnings per share once the units are fully vested.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Basic earnings per share of Class A common stock is computed by dividing Net (loss) income attributable to Rocket Companies by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing Net (loss) income attributable to Rocket Companies by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. There was no Class B common stock outstanding as of March 31, 2025 or 2024. See Note 13, Non-controlling Interest for a description of Paired Interests and their potential impact on Class A and Class B share ownership.

Diluted earnings per share reflects the dilutive effect of potential common shares from share-based awards and Class D common stock. The treasury stock method is used to calculate the dilutive effect of outstanding share-based awards, which assumes the proceeds upon vesting or exercise of awards would be used to purchase common stock at the average price for the period. The if-converted method is used to calculate the dilutive effect of converting Class D common stock to Class A common stock.

The following table sets forth the calculation of the basic and diluted earnings per share for the period:


	Three Months Ended March 31,
	2025		2024
Net (loss) income	$	(212,446)	$	290,714
Net loss (income) attributable to non-controlling interest	202,063		(274,499)
Net (loss) income attributable to Rocket Companies	$	(10,383)	$	16,215

Numerator:
Net (loss) income attributable to Class A common shareholders - basic	$	(10,383)	$	16,215
Add: Reallocation of Net (loss) income attributable to dilutive impact of pro-forma conversion of Class D shares to Class A shares (1)	(157,089)		209,202
Add: Reallocation of Net (loss) income attributable to dilutive impact of share-based compensation awards (2)	(440)		685
Net (loss) income attributable to Class A common shareholders - diluted	$	(167,912)	$	226,102
Denominator:
Weighted average shares of Class A common stock outstanding - basic	147,717,296		136,991,743
Add: Dilutive impact of conversion of Class D shares to Class A shares	1,848,879,483		1,848,879,483
Add: Dilutive impact of share-based compensation awards (3)	5,339,600		6,111,454
Weighted average shares of Class A common stock outstanding - diluted	2,001,936,379		1,991,982,680

(Loss) earnings per share of Class A common stock outstanding - basic	$	(0.07)	$	0.12
(Loss) earnings per share of Class A common stock outstanding - diluted	$	(0.08)	$	0.11

(1) Net (loss) income is calculated using the estimated annual effective tax rate of Rocket Companies, Inc.

(2) Reallocation of Net (loss) income attributable to dilutive impact of share-based compensation awards for the three months ended March 31, 2025 and 2024 comprised of $(434) and $672 related to RSUs, zero and $7 related to PSUs, $(1) and $1 related to stock options and $(5) and $5 related to TMSPP, respectively.

(3) Dilutive impact of share-based compensation awards for the three months ended March 31, 2025 and 2024 comprised of 5,272,777 and 5,991,171 related to RSUs, zero and 63,150 related to PSUs, 6,230 and 11,125 related to stock options and 60,593 and 46,008 related to TMSPP, respectively.

A portion of the Company RSUs, stock options, PSUs and shares issuable under the TMSPP were excluded from the computation of diluted earnings per share as the weighted portion for the period they were outstanding was determined to have an anti-dilutive effect.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

RSUs excluded from the computation for the three months ended March 31, 2025 and 2024 were 12,610,220 and 9,586,319, respectively. PSUs excluded from the computation for the three months ended March 31, 2025 and 2024 were 411,609 and zero, respectively. Stock options excluded from the computation for the three months ended March 31, 2025 and 2024 were 14,188,594 and 16,415,699, respectively.

For the three months ended March 31, 2025, 1,848,879,483 Holdings Units were outstanding, together with a corresponding number of shares of our Class D common stock, which were exchangeable, at our option, for shares of our Class A common stock or cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). After evaluating the potential dilutive effect under the if-converted method, the outstanding Holdings Units for the assumed exchange of non-controlling interests were determined to be dilutive and thus were included in the computation of diluted earnings per share. The Holding Units were dilutive for the three months ended March 31, 2025 and 2024 and therefore included in the earnings per share calculation.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited condensed consolidated financial statements and the related notes and other information included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”) and our audited consolidated financial statements included in our Annual Report on Form 10-K (the “Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”). This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Special Note Regarding Forward-Looking Statements,” and in Part I. Item 1A. “Risk Factors” in our Form 10-K and elsewhere in this Form 10-Q.

Special Note Regarding Forward-Looking Statements

This Form 10-Q contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding the Up-C Collapse, the Redfin Acquisition, the Mr. Cooper Acquisition, our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. As you read this Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in this Form 10-Q. Although we believe that these forward-looking statements are based upon reasonable assumptions, you should be aware that many factors, including those described under the heading “Risk Factors” in this Form 10-Q, could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.

Our forward-looking statements made herein are made only as of the date of this Form 10-Q. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Form 10-Q.

Objective

The following discussion provides an analysis of the Company's financial condition, cash flows and results of operations from management's perspective and should be read in conjunction with the consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Our objective is to provide a discussion of events and uncertainties known to management that are reasonably likely to cause the reported financial information not to be indicative of future operating results or of future financial condition and to also offer information that provides an understanding of our financial condition, cash flows and results of operations.

Executive Summary

Recent Developments

Business Trends

From January to March 2025, inflation remained above the Federal Reserve’s 2% target, in the range of 2.7% to 2.8%. As a result, the Federal Reserve held the federal funds rate steady at 4.25% to 4.50%, following its December 2024 rate cut. During this period, the 30-year fixed-rate mortgage declined from 6.91% to 6.65%, providing some home affordability relief and spurring refinance activity. However, housing affordability remains a key challenge to prospective homebuyers, and limited housing inventory, macro uncertainty, and rate volatility continued to weigh on housing and mortgage activity industry wide.

Up-C Collapse and Pending Acquisitions

On March 9, 2025, we entered into an agreement to simplify our organizational and capital structure by collapsing our Up-C structure. Additionally, on March 9, 2025, we entered into an agreement to purchase Redfin in an all-stock transaction. On March 31, 2025, we entered into an agreement to purchase Mr. Cooper in an all-stock transaction. The integration planning continues to proceed as expected. We expect these transactions will be completed in 2025, subject to regulatory approval and the satisfaction of other customary closing conditions set forth in the transaction agreements. Refer to Note 1, Business, Basis of Presentation and Accounting Policies and Note 2, Pending Acquisitions to our consolidated financial statements included in this Form 10-Q.

Three months ended March 31, 2025 summary

We originated $21.6 billion in residential mortgage loans, an increase of $1.4 billion, or 7%, compared to $20.2 billion in 2024. Our Net loss for the period was $212.4 million, a decrease of $503.2 million, compared to Net income of $290.7 million in 2024. We generated Adjusted EBITDA of $169.0 million, a decrease of $5.3 million, compared to Adjusted EBITDA of $174.3 million in 2024. For more information on Adjusted EBITDA, please see “Non-GAAP Financial Measures” below.

Non-GAAP Financial Measures

To provide investors with information in addition to our results as determined by GAAP, we disclose Adjusted revenue, Adjusted net income, Adjusted diluted earnings per share and Adjusted EBITDA (collectively “our non-GAAP financial measures”) as non-GAAP measures which management believes provide useful information to investors. We believe that the presentation of our non-GAAP financial measures provides useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Our non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income (loss), or any other operating performance measure calculated in accordance with GAAP. Other companies may define our non-GAAP financial measures differently, and as a result, our measures of our non-GAAP financial measures may not be directly comparable to those of other companies. Our non-GAAP financial measures provide indicators of performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures.

We define “Adjusted revenue” as total revenues net of the change in fair value of mortgage servicing rights (“MSRs”) due to valuation assumptions (net of hedges). We define “Adjusted net income” as tax-effected net income (loss) before share-based compensation expense, the change in fair value of MSRs due to valuation assumptions (net of hedges), acquisition-related expenses and the tax effects of those adjustments as applicable. We define “Adjusted diluted earnings (loss) per share” as Adjusted net income divided by the adjusted diluted weighted average shares outstanding which includes diluted weighted average Class A common stock and the assumed pro forma exchange and conversion of Class D common stock outstanding for the applicable period presented. We define “Adjusted EBITDA” as net income (loss) before interest and amortization expense on non-funding debt, (benefit from) provision for income taxes, depreciation and amortization, share-based compensation expense, change in fair value of MSRs due to valuation assumptions (net of hedges) and acquisition-related expenses.

We exclude from each of our non-GAAP financial measures the change in fair value of MSRs due to valuation assumptions (net of hedges), as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in market interest rates and assumptions, including discount rates and prepayment speeds, which are not indicative of our performance or results of operation. We also exclude effects of contractual prepayment protection associated with sales of MSRs. Adjusted EBITDA includes Interest expense on funding facilities, which are recorded as a component of Interest income, net, as these expenses are a direct cost driven by loan origination volume. By contrast, interest and amortization expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.

Our definitions of each of our non-GAAP financial measures allow us to add back certain cash and non-cash charges, and deduct certain gains that are included in calculating Total revenue, net, Net (loss) income attributable to Rocket Companies or Net (loss) income. However, these expenses and gains vary greatly, and are difficult to predict. From time to time in the future, we may include or exclude other items if we believe that doing so is consistent with the goal of providing useful information to investors.

Although we use our non-GAAP financial measures to assess the performance of our business, such use is limited because they do not include certain material costs necessary to operate our business. Our non-GAAP financial measures can represent the effect of long-term strategies as opposed to short-term results. Our presentation of our non-GAAP financial measures should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because of these limitations, our non-GAAP financial measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

Limitations to our non-GAAP financial measures included, but are not limited to:

(a) they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;

(b) Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;

(c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted revenue, Adjusted net income and Adjusted EBITDA do not reflect any cash requirement for such replacements or improvements; and

(d) they are not adjusted for all non-cash income or expense items that are reflected in our Condensed Consolidated Statements of Cash Flows.

We compensate for these limitations by using our non-GAAP financial measures along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. See below for reconciliation of our non-GAAP financial measures to their most comparable U.S. GAAP measures. Additionally, our U.S. GAAP-based measures can be found in the condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q.

Reconciliation of Adjusted Revenue to Total Revenue, net


	Three Months Ended March 31,
($ in thousands)	2025		2024
Total revenue, net	$	1,037,264	$	1,383,716
Change in fair value of MSRs due to valuation assumptions (net of hedges) (1)	259,032		(220,471)
Adjusted revenue	$	1,296,296	$	1,163,245

(1) Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, and the effects of contractual prepayment protection associated with sales or purchases of MSRs.

Reconciliation of Adjusted net income to Net (loss) income attributable to Rocket Companies


	Three Months Ended March 31,
($ in thousands)	2025		2024
Net (loss) income attributable to Rocket Companies	$	(10,383)	$	16,215
Net (loss) income impact from pro forma conversion of Class D common shares to Class A common shares (1)	(201,842)		274,831
Adjustment to the benefit from (provision for) income tax (2)	43,548		(65,227)
Tax-effected net (loss) income (2)	$	(168,677)	$	225,819
Share-based compensation expense	40,020		30,997
Change in fair value of MSRs due to valuation assumptions (net of hedges) (3)	259,032		(220,471)
Acquisition-related expenses (4)	27,820		—



Tax impact of adjustments (5)	(79,495)		46,232
Other tax adjustments (6)	981		980
Adjusted net income	$	79,681	$	83,557

(1) Reflects net income (loss) to Class A common stock from pro forma exchange and conversion of corresponding shares of our Class D common shares held by non-controlling interest holders as of March 31, 2025 and 2024.

(2) Rocket Companies is subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect to its allocable share of any net taxable income or loss of Holdings. The adjustment to the benefit from (provision for) income tax reflects the difference between (a) the income tax computed using the effective tax rates below applied to the (loss) income before income taxes assuming Rocket Companies, Inc. owns 100% of the non-voting common interest units of Holdings and (b) the (benefit from) provision for income taxes.


	Three Months Ended March 31,
	2025			2024
Net (loss) income attributable to Rocket Companies	$	(10,383)		$	16,215
Net (loss) income impact from pro forma conversion of Class D common shares to Class A common shares	(201,842)			274,831
(Benefit from) provision for income taxes	(10,657)			7,656
Adjusted (loss) income before income taxes	(222,882)			298,702
Effective income tax rate for adjusted net (loss) income	24.32		%	24.40		%
Adjusted (benefit from) provision for income taxes	(54,205)			72,883
(Benefit from) provision for income taxes	(10,657)			7,656
Adjustment to the benefit from (provision for) income tax	$	43,548		$	(65,227)


	Three Months Ended March 31,
	2025		2024
Statutory U.S. Federal income tax rate	21.00	%	21.00	%
Canadian taxes	0.01		0.01
State and local income taxes, net of federal benefit	3.31		3.39
Effective income tax rate for adjusted net (loss) income	24.32	%	24.40	%

(3) Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds and the effects of contractual prepayment protection associated with sales or purchases of MSRs.

(4) Includes non-recurring expenses related to the pending acquisitions and the Up-C Collapse.

(5) Tax impact of adjustments gives effect to the income tax related to share-based compensation expense, the change in fair value of MSRs due to valuation assumptions and acquisition-related expenses, at the effective tax rates for each quarter.

(6) Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from the purchase of Holdings units, net of payment obligations under Tax Receivable Agreement.

Reconciliation of Adjusted Diluted Weighted Average Shares Outstanding to Diluted Weighted Average Shares Outstanding


	Three Months Ended March 31,
($ in thousands, except shares and per share)	2025		2024
Diluted weighted average Class A Common shares outstanding	2,001,936,379		1,991,982,680
Assumed pro forma conversion of Class D shares (1)	—		—
Adjusted diluted weighted average shares outstanding	2,001,936,379		1,991,982,680

Adjusted net income	$	79,681	$	83,557
Adjusted diluted earnings per share	$	0.04	$	0.04

(1) Reflects the pro forma exchange and conversion of anti-dilutive Class D common stock to Class A common stock. For the three months ended March 31, 2025 and 2024, Class D common shares were dilutive and are included in the Diluted weighted average Class A common shares outstanding in the table above.

Reconciliation of Adjusted EBITDA to Net (loss) income


	Three Months Ended March 31,
($ in thousands)	2025		2024
Net (loss) income	$	(212,446)	$	290,714
Interest and amortization expense on non-funding debt	38,287		38,365
(Benefit from) provision for income taxes	(10,657)		7,656
Depreciation and amortization	26,910		27,017
Share-based compensation expense	40,020		30,997
Change in fair value of MSRs due to valuation assumptions (net of hedges) (1)	259,032		(220,471)

Acquisition-related expenses (2)	27,820		—


Adjusted EBITDA	$	168,966	$	174,278

(2) Includes non-recurring expenses related to the pending acquisitions and the Up-C Collapse.

Key Performance Indicators

We monitor a number of key performance indicators to evaluate the performance of our business operations. Our loan production key performance indicators enable us to monitor our ability to generate gain on sale revenue as well as understand how our performance compares to the total mortgage origination market. Our servicing portfolio key performance indicators enable us to monitor the overall size of our servicing portfolio of business, the related value of our mortgage servicing rights, and the health of the business as measured by the average MSR delinquency rate. Other key performance indicators for other Rocket Companies, besides Rocket Mortgage (“Other Rocket Companies”), allow us to monitor both revenues and unit sales generated by these businesses.

The following summarizes key performance indicators of the business:


	Three Months Ended March 31,
(Units and $ in thousands)	2025			2024
Rocket Mortgage
Loan Production Data
Closed loan origination volume	$	21,584,355		$	20,205,236
Direct to Consumer origination volume	$	11,799,553		$	11,109,157
Partner Network origination volume	$	9,784,802		$	9,096,079
Gain on sale margin (1)	2.89		%	3.11		%


	March 31,
	2025		2024
Servicing Portfolio Data
Total serviced UPB (includes subserviced)	$	600,387,274	$	510,697,615
MSRs UPB of loans serviced	$	523,418,041	$	468,544,964
UPB of loans subserviced and temporarily serviced	$	76,969,233	$	42,152,651
Total loans serviced (includes subserviced)	2,796.7		2,474.5
Number of MSRs loans serviced	2,598.1		2,373.6
Number of loans subserviced and temporarily serviced	198.6		100.9
MSR fair value multiple (2)	4.95		5.11
Total serviced MSR delinquency rate (60+)	1.34%		1.17%
Net client retention rate (trailing twelve months) (3)	97%		96%


	Three Months Ended March 31,
	2025	2024
Select Other Rocket Companies
Rocket Close closings (units)	51.6	45.4
Rocket Money paying subscribers, at period end	4,490.0	3,470.7
Rocket Loans closed (units)	14.5	9.7

(1) Gain on sale margin is calculated by dividing Gain on sale of loans, net by the net rate lock volume for the period. Gain on sale of loans, net includes the net gain on sale of loans, fair value of originated MSRs, fair value adjustments on originated loans held for sale and IRLC’s and revaluation of forward commitments economically hedging loans held for sale and IRLCs. This metric is a measure of gain on sale revenue and excludes revenues from Rocket Loans, changes in the loan repurchase reserve and fair value adjustments on repurchased loans held on our balance sheet, such as early buyouts.

(2) MSR fair market value multiple is a metric used to determine the relative value of the MSR asset in relation to the annualized retained servicing fee, which is the cash that the holder of the MSR asset would receive from the portfolio as of such date. It is calculated as the quotient of (a) the MSR fair market value as of a specified date divided by (b) the weighted average annualized retained servicing fee for our MSR portfolio as of such date. The weighted average annualized retained servicing fee for our MSR portfolio was 0.28% as of March 31, 2025 and 2024. The vast majority of our portfolio consists of originated MSRs and consequently, the impact of purchased MSRs does not have a material impact on our weighted average service fee.

(3) This metric measures our retention across a greater percentage of our client base versus our recapture rate. We define “net client retention rate” as the number of clients that were active at the beginning of a period and which remain active at the end of the period, divided by the number of clients that were active at the beginning of the period. This metric excludes clients whose loans were sold during the period as well as clients to whom we did not actively market to due to contractual prohibitions or other business reasons. We define “active” as those clients who do not pay-off their mortgage with us and originate a new mortgage with another lender during the period.

Description of Certain Components of Financial Data

Components of Revenue

Our sources of revenue include Gain on sale of loans, net, Loan servicing (loss) income, net, Interest income, net and Other income.

Gain on sale of loans, net

Gain on sale of loans, net includes all components related to the origination and sale of mortgage loans, including (1) net gain on sale of loans, which represents the premium we receive in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, (2) loan origination fees, credits, points and certain costs, (3) provision for or benefit from investor reserves, (4) the change in fair value of interest rate locks (“IRLCs” or “rate lock”) and loans held for sale, (5) the gain or loss on forward commitments hedging loans held for sale and IRLCs and (6) the fair value of originated MSRs. MSR assets are created at the time mortgage loans held for sale are securitized and sold to investors for cash, while the Company retains the right to service the loan.

Loan servicing (loss) income, net

Loan servicing (loss) income, net includes Servicing fee income and Change in fair value of MSRs. Servicing fee income consists of the contractual fees earned for servicing the loans and includes ancillary revenue such as late fees and modification incentives. Servicing fee income is recorded to income as earned, which is upon collection of payments from borrowers. We have elected to subsequently measure the MSRs at fair value on a recurring basis. Changes in fair value of MSRs primarily due to the realization of expected cash flows and/or changes in valuation inputs and estimates, are recognized in current period earnings.

Interest income, net

Interest income, net is interest earned on mortgage loans held for sale net of the interest expense paid on our loan funding facilities.

Other income

Other income includes revenues generated from Deposit income related to revenue earned on deposits, including escrow deposits, Rocket Close (title, closing and appraisal fees), Rocket Money (subscription revenue and other service-based fees), Rocket Homes (real estate network referral fees) and Rocket Loans (personal loan interest earned and other income) and Other (additional subsidiary and miscellaneous revenue).

Components of operating expenses

Our operating expenses as presented in the statement of operations data include Salaries, commissions and team member benefits, General and administrative expenses, Marketing and advertising expenses, Interest and amortization expense on non-funding debt and Other expenses.

Salaries, commissions and team member benefits

Salaries, commissions and team member benefits include all payroll, benefits and share-based compensation expenses for our team members.

General and administrative expenses

General and administrative expenses primarily include occupancy costs, professional services, loan processing expenses on loans that do not close or that are not charged to clients on closed loans, commitment fees, fees on loan funding facilities, license fees, office expenses and other operating expenses.

Marketing and advertising expenses

Marketing and advertising expenses are primarily related to performance and brand marketing.

Interest and amortization expense on non-funding debt

Interest and amortization expense related to our Senior Notes.

Other expenses

Other expenses primarily consist of depreciation and amortization on property and equipment, mortgage servicing related expenses and expenses generated from Rocket Close (title and settlement services).

Income taxes

In calculating the provision for interim income taxes, in accordance with ASC Topic 740 Income Taxes, we apply an estimated annual effective tax rate to year-to-date ordinary income. At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full year. Tax-effects of significant, unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

Tax Receivable Agreement

Refer to Note 8, Income Taxes for more information on Tax Receivable Agreement.

Share-based compensation

Share-based compensation is comprised of both equity and liability awards and is measured and expensed accordingly under Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation. As indicated above, share-based compensation expense is included as part of salaries, commissions and team member benefits.

Non-controlling Interest

We are the sole managing member of Holdings and consolidate the financial results of Holdings. Therefore, we report a non-controlling interest based on the Holdings Units of Holdings held by our Chairman and RHI on our Condensed Consolidated Balance Sheets. Income or loss is attributed to the non-controlling interests based on the weighted average Holdings Units outstanding during the period and is presented on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). Refer to Note 13, Non-controlling Interest for more information on non-controlling interests.

Results of Operations for the Three Months Ended March 31, 2025 and 2024

Summary of Operations


Condensed Statement of Operations Data	Three Months Ended March 31,
($ in thousands)	2025		2024
Revenue
Gain on sale of loans, net	$	771,626	$	699,226
Servicing fee income	400,697		345,746
Change in fair value of MSRs	(449,185)		56,508
Interest income, net	28,051		37,537
Other income	286,075		244,699
Total revenue, net	$	1,037,264	$	1,383,716
Expenses
Salaries, commissions and team member benefits	609,608		541,096
General and administrative expenses	260,815		236,665
Marketing and advertising expenses	275,623		206,296
Interest and amortization expense on non-funding-debt	38,287		38,365
Other expenses	76,034		62,924
Total expenses	$	1,260,367	$	1,085,346
(Loss) income before income taxes	(223,103)		298,370
Benefit from (provision for) income taxes	10,657		(7,656)
Net (loss) income	(212,446)		290,714
Net loss (income) attributable to non-controlling interest	202,063		(274,499)
Net (loss) income attributable to Rocket Companies	$	(10,383)	$	16,215

Gain on sale of loans, net

The components of Gain on sale of loans, net for the periods presented were as follows:


	Three Months Ended March 31,
($ in thousands)	2025		2024
Net gain on sale of loans (1)	$	350,788	$	329,014
Fair value of originated MSRs	264,427		222,797
Provision for investor reserves	(3,566)		(11,651)
Fair value adjustment on loans held for sale and IRLCs	299,071		88,739
Revaluation from forward commitments economically hedging loans held for sale and IRLCs	(139,094)		70,327
Gain on sale of loans, net	$	771,626	$	699,226

(1) Net gain on sale of loans represents the premium received in excess of the UPB, plus net origination fees.

The table below provides details of the characteristics of our mortgage loan production for each of the periods presented:


	Three Months Ended March 31,
($ in thousands)	2025			2024
Closed loan origination volume by type:
Conventional Conforming	$	12,532,190		$	11,597,603
FHA/VA	5,606,736			6,242,313
Non-Agency	3,445,430			2,365,320
Total mortgage closed loan origination volume	$	21,584,355		$	20,205,236
Portfolio metrics:
Average loan amount	$	270		$	265
Weighted average loan-to-value ratio	71.18		%	73.33		%
Weighted average credit score	738			734
Weighted average loan rate	6.80		%	6.68		%
Percentage of loans sold:
To GSEs and government	79.98		%	85.12		%
To other counterparties	20.02		%	14.88		%
Servicing-retained	95.43		%	93.94		%
Servicing-released	4.57		%	6.06		%

Net rate lock volume (1)	$	26,116,535		$	22,361,933
Gain on sale margin (2)	2.89		%	3.11		%

(1) Net rate lock volume includes the UPB of loans subject to IRLCs, net of the pull-through factor as described in the “Description of Certain Components of Financial Data” section of our most recently filed Form 10-K.

(2) Gain on sale margin is calculated by dividing Gain on sale of loans, net by the net rate lock volume for the period. Gain on sale of loans, net includes the net gain on sale of loans, fair value of originated MSRs, fair value adjustments on originated loans held for sale and IRLC’s and revaluation of forward commitments economically hedging loans held for sale and IRLCs. This metric is a measure of gain on sale revenue and excludes revenues from Rocket Loans, changes in the loan repurchase reserve and fair value adjustments on repurchased loans held on our balance sheet, such as early buyouts. See the table above for each of the components of gain on sale of loans, net.

Overview of the Gain on sale of loans, net table

At the time an IRLC is issued, an estimate of the Gain on sale of loans, net is recognized in the Fair value adjustment on loans held for sale and IRLCs component in the table above. Subsequent changes in the fair value of IRLCs and mortgage loans held for sale are recognized in this same component as the loan progresses through closing, which is the moment that loans move from an IRLC to a loan held for sale, and ultimately through the sale of the loan. We deploy a hedge strategy to mitigate the impact of interest rate changes from the point of the IRLC through the sale of the loan. The changes to the Fair value adjustment on loans held for sale and IRLCs in each period is dependent on several factors, including mortgage origination volume, how long a loan remains at a given stage in the origination process and the movement of interest rates during that period as compared to the immediately preceding period. Loans originated during an increasing rate environment generally decrease in value, and loans originated during a decreasing rate environment generally increase in value. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized and moves from the Fair value adjustment on loans held for sale and IRLCs component in the Net gain on sale of loans component in the table above. The Revaluation from forward commitments economically hedging loans held for sale and IRLCs component reflects the forward hedge commitments intended to offset the various fair value adjustments that impact the Fair value adjustment on loans held for sale and IRLCs and the Net gain on sale of loans components. As a result, these three components should be evaluated in combination when evaluating Gain on sale of loans, net, as the sum of these components are primarily driven by net rate lock volume. Furthermore, at the point of sale of the loan, the Fair value of originated MSRs and the Provision for investor reserves are recognized each in their respective components shown above.

Three months ended March 31, 2025 summary

Gain on sale of loans, net was $771.6 million, an increase of $72.4 million, or 10%, compared to $699.2 million in 2024.

Net gain on sale of loans, Fair value adjustment on loans held for sale and IRLCs, and Revaluation from forward commitments economically hedging loans held for sale and IRLCs was $510.8 million, an increase of $22.7 million, or 5%, compared to $488.1 million in 2024. This change was driven by a 17% increase in net rate lock volume, partially offset by a 7% decrease in gain on sale margin.

The Fair value of originated MSRs was $264.4 million, an increase of $41.6 million, or 19%, compared to $222.8 million in 2024, driven by an increase in sold loan volume of $3.7 billion, or 21.9%.

The Investor reserves liability balance was relatively flat in the current and prior period. The $8.1 million reduction in

Provision for investor reserves expense was primarily due to a decrease in losses on repurchased loans in the current period, compared to 2024.

Loan servicing (loss) income, net

For the periods presented, Loan servicing (loss) income, net consisted of the following:


	Three Months Ended March 31,
($ in thousands)	2025		2024
Retained servicing fee	$	380,807	$	330,696
Subservicing income	3,760		2,199
Ancillary income	16,130		12,851
Servicing fee income	400,697		345,746
Change in valuation model inputs or assumptions (1)	(260,784)		226,821
Change in fair value of MSR hedge	1,752		(6,350)
Collection / realization of cash flows (1)	(190,153)		(163,963)
Change in fair value of MSRs	(449,185)		56,508
Loan servicing (loss) income, net	$	(48,488)	$	402,254

(1) Includes the effect of contractual prepayment protection resulting from sales or purchases of MSRs.


	March 31,
($ in thousands)	2025		2024
MSR UPB of loans serviced	$	523,418,041	$	468,544,964
Number of MSR loans serviced	2,598,101		2,373,612
UPB of loans subserviced and temporarily serviced	$	76,969,233	$	42,152,651
Number of loans subserviced and temporarily serviced	198,595		100,895
Total serviced UPB	$	600,387,274	$	510,697,615
Total loans serviced	2,796,696		2,474,507
MSR fair value	$	7,349,978	$	6,691,341
Total serviced delinquency count (60+) as % of total	1.34%		1.17%
Weighted average credit score	733		733
Weighted average LTV	72.00%		71.39%
Weighted average loan rate	4.32%		3.80%
Weighted average service fee	0.28%		0.28%

Three months ended March 31, 2025 summary

Loan servicing loss, net was $48.5 million, a decrease of $450.7 million, compared to $402.3 million loan servicing income, net in 2024, primarily due to the $487.6 million decrease in Change in valuation model inputs or assumptions. In 2025, the Change in valuation model inputs or assumptions was a $260.8 million decrease, compared to an increase of $226.8 million in 2024. This change was driven by a decrease in interest rates during the first quarter of 2025, compared to an increase in interest rates during the same period in 2024. Additionally, the change in Servicing fee income and Collection / realization of cash flows was primarily driven by an increase in the average portfolio size during 2025.

Interest income, net

The components of Interest income, net for the periods presented were as follows:


	Three Months Ended March 31,
($ in thousands)	2025		2024
Interest income	$	92,090	$	88,980
Interest expense on funding facilities	(64,039)		(51,443)
Interest income, net	$	28,051	$	37,537

Three months ended March 31, 2025 summary

Interest income, net was $28.1 million, a decrease of $9.5 million, or 25%, compared to $37.5 million in 2024. Interest income, net in 2025 benefited from higher mortgage loan origination volume, but was offset by higher interest expense from increased utilization of funding facilities.

Other income


	Three Months Ended March 31,
($ in thousands)	2025		2024
Rocket Money revenue	$	96,462	$	68,207
Deposit income	88,993		82,435
Rocket Close revenue	66,618		65,381
Rocket Loans revenue	14,822		7,654
Rocket Homes revenue	10,302		10,968
Other (1)	8,878		10,054
Total other income	$	286,075	$	244,699

(1) Other consists of additional subsidiary and miscellaneous revenue.

Three months ended March 31, 2025 summary

Other income was $286.1 million, an increase of $41.4 million, or 17%, compared to $244.7 million in 2024, driven by a $28.3 million, or 41%, increase in Rocket Money revenue associated with growth in paying subscribers.

Expenses

Expenses for the periods presented were as follows:


	Three Months Ended March 31,
($ in thousands)	2025		2024
Salaries, commissions and team member benefits	$	609,608	$	541,096
General and administrative expenses	260,815		236,665
Marketing and advertising expenses	275,623		206,296
Interest and amortization expense on non-funding debt	38,287		38,365
Other expenses	76,034		62,924
Total expenses	$	1,260,367	$	1,085,346

Three months ended March 31, 2025 summary

Total expenses during the period were $1.3 billion, an increase of $175.0 million, or 16%, compared to 2024. Marketing and advertising expenses were $275.6 million, an increase of $69.3 million, or 34%, compared to $206.3 million, primarily driven by the launch of our unified Rocket brand restage. Salaries, commissions and team member benefits were $609.6 million, an increase of $68.5 million, or 13%, compared to $541.1 million, largely due to an increase in origination volume. General and administrative expenses were $260.8 million, an increase of $24.2 million, or 10%, compared to $236.7 million in 2024, driven by acquisition-related expenses.

Summary results by segment for the Three Months Ended March 31, 2025 and 2024

Our operations are organized by distinct marketing channels which promote client acquisition and are categorized under two reportable segments: Direct to Consumer and Partner Network. In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage digitally and/or with our mortgage bankers. We market to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment generates revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. This segment also produces revenue by providing title and settlement services and appraisal management to these clients as part of our end-to-end mortgage origination experience. Servicing activities are fully allocated to the Direct to Consumer segment as they are viewed as an extension of the client experience with the primary objective to establish and maintain positive, regular touchpoints with our clients, which positions us to have high retention and recapture the clients’ next refinance, purchase and personal loan transactions. These activities position us to be the natural choice for clients’ next refinance or purchase transaction.

We measure the performance of the segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted revenue less directly attributable expenses. Adjusted revenue is a non-GAAP financial measure described above. Directly attributable expenses include Salaries, commissions and team member benefits, General and administrative expenses, Marketing and advertising expenses and Other expenses, such as mortgage servicing related expenses and expenses generated from Rocket Close (title and settlement services). For segments, we measure gain on sale margin of sold loans and refer to this metric as ‘sold loan gain on sale margin’. A loan is considered sold when it is sold to investors on the secondary market. Sold loan gain on sale margin reflects the gain on sale revenue of loans sold into the secondary market divided by the sold loan volume for the period. By contrast, ‘gain on sale margin’, which we reference outside of the segment discussion, measures the gain on sale revenue, net divided by net rate lock volume for the period. See below for our overview and discussion of segment results for the three months ended March 31, 2025 and 2024. For additional discussion, see Note 12, Segments of the notes to the unaudited condensed consolidated financial statements of this Form 10-Q.

Direct to Consumer Results


	Three Months Ended March 31,
($ in thousands)	2025			2024
Sold loan volume	$	11,302,927		$	9,048,967
Sold loan gain on sale margin	4.65		%	4.26		%
Revenue
Gain on sale of loans, net	$	659,539		$	540,165
Interest income	50,356			48,881
Interest expense on funding facilities	(35,000)			(28,234)
Service fee income	399,546			344,360
Change in fair value of MSRs	(449,185)			56,508
Other income	132,655			132,197
Total revenue, net	$	757,911		$	1,093,877
Change in fair value of MSRs due to valuation assumptions (net of hedges)	259,032			(220,471)
Adjusted revenue	$	1,016,943		$	873,406
Salaries, commissions and team member benefits	283,668			267,016
General and administrative expenses	78,361			77,858
Marketing and advertising expenses	212,650			156,353
Other expenses	35,468			28,576
Less: Directly attributable expenses	610,147			529,803
Contribution margin	$	406,796		$	343,603

Three months ended March 31, 2025 summary

Direct to Consumer Adjusted revenue was $1.0 billion, an increase of $143.5 million, or 16%, compared to $873.4 million in 2024, driven by Gain on sale of loans, net and Service fee income. Gain on sale of loans, net increased $119.4 million, or 22%, due to an increase in net rate lock volume during the current period. Service fee income increased $55.2 million, or 16%, due to an increase in the average portfolio size during 2025.

Direct to Consumer Directly attributable expenses were $610.1 million, an increase of $80.3 million, or 15%, compared to $529.8 million in 2024, primarily due to an increase in Marketing and advertising expenses, driven by the launch of our unified Rocket brand restage, as well as other variable costs associated with higher origination volume.

Direct to Consumer Contribution margin was $406.8 million, an increase of $63.2 million, or 18%, compared to $343.6 million in 2024. The increase in Contribution margin was primarily driven by an increase in Adjusted revenue, partially offset by higher Directly attributable expenses, as described above.

Partner Network Results


	Three Months Ended March 31,
($ in thousands)	2025			2024
Sold loan volume	$	9,203,270		$	7,767,998
Sold loan gain on sale margin	1.39		%	1.55		%
Revenue
Gain on sale of loans, net	$	95,796		$	149,507
Interest income	41,734			40,099
Interest expense on funding facilities	(29,039)			(23,104)
Other income	5,205			3,779
Total revenue, net	$	113,696		$	170,281
Change in fair value of MSRs due to valuation assumptions (net of hedges)	—			—
Adjusted revenue	$	113,696		$	170,281
Salaries, commissions and team member benefits	46,807			46,423
General and administrative expenses	4,742			5,423
Marketing and advertising expenses	3,051			2,171
Other expenses	2,396			1,927
Less: Directly attributable expenses	56,996			55,944
Contribution margin	$	56,700		$	114,337

Three months ended March 31, 2025 summary

Partner Network Adjusted revenue was $113.7 million, a decrease of $56.6 million, or 33%, compared to $170.3 million for in 2024, primarily driven by Gain on sale of loans, net. Gain on sale of loans, net decreased $53.7 million, or 36%, due to lower gain on sale margin, partially offset by higher net rate lock volume during the current period.

Partner Network Directly attributable expenses were $57.0 million, an increase of $1.1 million, or 2%, compared to $55.9 million in 2024, primarily driven by an increase in Marketing and advertising expenses during the period.

Partner Network Contribution margin was $56.7 million, a decrease of $57.6 million, or 50%, compared to $114.3 million in 2024. The decrease in Contribution margin was primarily driven by a decrease in Gain on sale of loans, net, as described above.

Liquidity and Capital Resources

Historically, our primary sources of liquidity have included:

• cash flow from our operations, including:

• sale of whole loans into the secondary market;

• sale of mortgage servicing rights and excess servicing cash flows into the secondary market;

• loan origination fees;

• servicing fee income;

• interest income on loans held for sale; and

• other income

• borrowings, including under our funding facilities; financing facilities; unsecured senior notes; and

• cash and marketable securities on hand.

Historically, our primary uses of funds have included:

• origination of loans;

• interest expense;

• repayment of debt;

• operating expenses;

• acquisition of mortgage servicing rights; and

• distributions to RHI including those to fund distributions for payment of taxes by RHI shareholders.

We are also subject to contingencies which may have a significant impact on the use of our cash.

In order to originate and aggregate loans for sale into the secondary market, we use our own working capital and borrow or obtain money on a short-term basis primarily through committed and uncommitted funding facilities, generally established with large global banks.

Our funding facilities are primarily in the form of master repurchase agreements. We also have funding facilities directly with the GSEs. Loans financed under these facilities are generally financed at approximately 97% to 98% of the principal balance of the loan (although certain types of loans are financed at lower percentages of the principal balance of the loan), which requires us to fund the balance from cash generated from operations. Once closed, the underlying residential mortgage loan that is held for sale is pledged as collateral for the borrowing or advance that was made under these funding facilities. In most cases, the loans will remain in one of the funding facilities for only a short time, generally less than 45 days, until the loans are pooled and sold. During the time the loans are held for sale, we earn interest income from the borrower on the underlying mortgage loan. This income is partially offset by the interest and fees we have to pay under the funding facilities.

When we sell a pool of loans in the secondary market, the proceeds received from the sale of the loans are used to pay back the amounts we owe on the funding facilities. We rely on the cash generated from the sale of loans to fund future loans and repay borrowings under our funding facilities. Delays or failures to sell loans in the secondary market could have an adverse effect on our liquidity position.

As discussed in Note 6, Borrowings, of the notes to the unaudited condensed consolidated financial statements, as of March 31, 2025, we had 17 different funding facilities and financing facilities in different amounts and with various maturities together with the Senior Notes. At March 31, 2025, the aggregate available amount under our facilities was $25.1 billion, with combined outstanding balances of $7.7 billion and unutilized capacity of $17.4 billion.

The amount of financing actually advanced on each individual loan under our funding facilities, as determined by agreed upon advance rates, may be less than the stated advance rate depending, in part, on the market value of the mortgage loans securing the financings. Each of our funding facilities allows the bank providing the funds to evaluate the market value of the loans that are serving as collateral for the borrowings or advances being made. If the bank determines that the value of the collateral has decreased, the bank can require us to provide additional collateral or reduce the amount outstanding with respect to those loans (e.g., initiate a margin call). Our inability or unwillingness to satisfy the request could result in the termination of the facilities and possible default under our other funding facilities. In addition, a large unanticipated margin call could have a material adverse effect on our liquidity.

The amount owed and outstanding on our funding facilities fluctuates significantly based on our origination volume, the amount of time it takes us to sell the loans we originate and the amount of loans being self-funded with cash. We may from time to time use surplus cash to “buy-down” the effective interest rate of certain funding facilities or to self-fund a portion of our loan originations. Buy-down funds are included in Cash and cash equivalents on the Consolidated Balance Sheets. We have the ability to withdraw these funds at any time, unless a margin call has been made or a default has occurred under the relevant facilities. We will also deploy cash to self-fund loan originations, a portion of which can be transferred to a funding facility or the early buy out line, provided that such loans meet the eligibility criteria to be placed on such lines.

We remain in a strong liquidity position, with total liquidity of $8.1 billion as of March 31, 2025, which includes $1.4 billion of cash and cash equivalents, $1.5 billion of corporate cash used to self-fund loan originations, a portion of which could be transferred to funding facilities (warehouse lines) at our discretion, $3.2 billion of undrawn lines of credit from financing facilities, and $2.0 billion of undrawn MSR lines. Margin cash held on behalf of counterparties is recorded in Cash and cash equivalents, and the related liability is classified in Other liabilities in the Condensed Consolidated Balance Sheets. Margin cash pledged to counterparties is excluded from Cash and cash equivalents and instead recorded in Other assets, as a receivable, in the Condensed Consolidated Balance Sheets. We believe that our available cash, as well as the sources of liquidity described above, provide adequate resources to fund our anticipated ongoing operational and capital needs.

Our funding facilities, early buy out facilities, MSRs facilities and unsecured lines of credit also generally require us to comply with certain operating and financial covenants and the availability of funds under these facilities is subject to, among other conditions, our continued compliance with these covenants. These financial covenants include, but are not limited to, maintaining (1) a certain minimum tangible net worth, (2) minimum liquidity, (3) a maximum ratio of total liabilities or total debt to tangible net worth and (4) pre-tax net income requirements. A breach of these covenants can result in an event of default under these facilities and as such allows the lenders to pursue certain remedies. In addition, each of these facilities, as well as our unsecured lines of credit, includes cross default or cross acceleration provisions that could result in all facilities terminating if an event of default or acceleration of maturity occurs under any facility. We were in compliance with all covenants as of March 31, 2025 and December 31, 2024.

March 31, 2025 compared to March 31, 2024

Cash Flows

Our Cash and cash equivalents and Restricted cash were $1.4 billion as of March 31, 2025, an increase of $535.2 million, or 60%, compared to $893.4 million as of March 31, 2024. The increase was primarily driven by less corporate cash used to self-fund loan originations, partially offset by the increase in MSR purchases during the period.

Equity

Equity was $8.6 billion as of March 31, 2025, a decrease of $25.8 million, or 0.3%, compared to $8.6 billion as of March 31, 2024. The decrease was primarily a result of special dividends to Class A shareholders, net of forfeitures of $144.8 million and distributions during the period of $126.5 million. This change was partially offset by share-based compensation expense of $148.5 million and net income of $132.7 million during the period.

Distributions

During the three months ended March 31, 2025 and 2024, the Company did not pay any material dividend or tax distributions. Except for tax distributions, these distributions are at the discretion of our board of directors.

In connection with the Up-C Collapse transaction defined in Note 1 Business, Basis of Presentation and Accounting Policies in this Form 10Q, our board of directors authorized and declared a cash dividend (the “2025 Special Dividend”) on March 10, 2025 of $0.80 per share to the holders of our Class A common stock. The 2025 Special Dividend was paid on April 3, 2025 to holders of the Class A common stock of record as of the close of business on March 20, 2025.

Contractual Obligations, Commercial Commitments and Other Contingencies

There were no material changes outside the ordinary course of business to our outstanding contractual obligations as of March 31, 2025 from information and amounts previously disclosed as of December 31, 2024 in our Annual Report on Form 10-K under the caption “Contractual Obligations, Commercial Commitments and Other Contingencies”. Refer to Notes 6, Borrowings and 10, Commitments, Contingencies and Guarantees, of the notes to the condensed consolidated financial statements for further discussion of contractual obligations, commercial commitments and other contingencies, including legal contingencies.

New Accounting Pronouncements Not Yet Effective

See Note 1, Business, Basis of Presentation and Accounting Policies of the notes to the unaudited condensed consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the Company's exposure to market risks since what was disclosed in the Company's December 31, 2024 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of March 31, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in our management’s evaluation pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the period covered by this Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we may be involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters pending or threatened against us are not expected to have a material adverse effect on our business, financial condition and results of operations. Refer to Note 10 Commitments, Contingencies and Guarantees, to the condensed consolidated financial statements under the heading Legal included in this Quarterly Report on Form 10-Q for legal proceedings and related matters.

Item 1A. Risk Factors

There are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. We included a detailed discussion of our risk factors in “Part I - Item 1A. - Risk Factors” of our 2024 Form 10-K. Other than the additional risk factors noted below, our risk factors have not changed significantly from those disclosed in our 2024 Form 10-K. These risk factors should be read carefully in connection with evaluating our business and in connection with the forward-looking statements and other information contained in this Quarterly Report on Form 10-Q. Any of the risks described in our 2024 Form 10-K could materially affect our business, condensed consolidated financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. The risk factors described in our 2024 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, condensed consolidated financial condition and/or future results.

Risks Related to the Up-C Collapse

We may not obtain the expected benefits of the Up-C Collapse, and the costs and detriments may significantly exceed any benefits actually obtained.

We believe that the simplification of our organizational structure, and providing that each class of common stock of the Company will be entitled to one vote per share, will provide various benefits to the Company and its stockholders, including, among other things, by improving the Company’s ability to use its common stock as acquisition currency in acquisition transactions, creating a clearer corporate profile and enhancing equity liquidity. The expected benefits, however, may not materialize in part or in full, or the detriments may significantly outweigh the benefits that do materialize, due to an overestimation of such expected benefits or underestimation of detriments by management and factors that are unrelated to the Up-C Collapse or outside of our control, such as market conditions, changes in our revenue or expenses that offset such expected benefits or other circumstances that prevent us from taking advantage of the new attributes that we expect the Up-C Collapse will afford us. In addition, we may not fully realize such benefits within the time frame we expect following the consummation of the Up-C Collapse, and may not do so at all, and we may incur costs and detriments of the Up-C Collapse significantly in excess of the actual benefits.

In addition, the Transaction Agreement contains certain termination rights, including, among others, the right of the parties to terminate the Transaction Agreement if the mergers by which the Company will acquire RHI (collectively, the “Mergers”) pursuant to the Transaction Agreement have not been consummated on or prior to December 9, 2025. If the Transaction Agreement is terminated prior to completion of the Up-C Collapse, or if the parties otherwise abandon the Up-C Collapse, then the Company will have incurred significant transaction costs and the pursuit of the Up-C Collapse will have resulted in the distraction of the Company’s management from ongoing business operations and other opportunities that could have been beneficial to the Company, without realizing the expected benefits of the Up-C Collapse.

Delay in completing the Up-C Collapse could negatively impact the market price of shares of the Class A common stock and financial results of our business.

The obligation of the parties to complete the Up-C Collapse is subject to certain closing conditions, including, but not limited to, (i) the adoption of the amended and restated certificate of incorporation (the “Charter Amendment”) by the requisite approval of the Company’s stockholders (which was satisfied by the execution of the Written Consent, (ii) the absence of any governmental injunction or order prohibiting the consummation of (x) any of the Mergers or (y) the contribution and transfer to the Company by Mr. Gilbert of partnership units (the “Holdings LP Units”) of Rocket Merger Limited Partnership (“Holdings LP”), a Michigan limited partnership and an indirect subsidiary of the Company, and shares of Class D common stock held by Mr. Gilbert for the issuance to Mr. Gilbert of a number of fully paid and nonassessable shares of Class L common stock on a one-to-one basis (the “DG Exchange”) contemplated by the Transaction Agreement, (iii) at least 20 business days elapsing since the Company mailed the information statement relating to the Up-C Collapse to its stockholders, (iv) the absence of any change in applicable law or fact that will cause the Mergers, taken together, to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code (the “Code”), (v) the accuracy of each party’s respective representations and warranties, generally subject to materiality qualifiers, (vi) the performance by the parties of their respective obligations under the Transaction Agreement in all material respects and (vii) the completion of the internal reorganization by RHI.

Any of these factors or others could delay the completion of the Up-C Collapse, which may in turn negatively affect our business and impact the market price of shares of the Class A common stock if such delay is not promptly remedied, or cause us to incur significant transaction, opportunity and other costs that may make it more difficult to realize the expected benefits of the Up-C Collapse. In addition, both the Redfin Acquisition and the Mr. Cooper Acquisition (the Redfin Acquisition and the Mr. Cooper Acquisition, together, the “acquisitions”) are conditioned on the consummation of the Up-C Collapse, and accordingly, a delay in the completion of the Up-C Collapse could result in a delay in the consummation of the Redfin Acquisition or the Mr. Cooper Acquisition.

Members of our management and our board of directors have interests in the Up-C Collapse that are different from, or in addition to, those of holders of shares of Class A common stock.

Holders of Class A common stock should recognize that members of our management and our board of directors may have interests in the Up-C Collapse that differ from, or are in addition to, their interests as holders of Class A common stock.

We are a holding company and our principal asset will be our equity interests in Holdings LP, and accordingly we will be dependent upon distributions from Holdings LP to pay taxes and other expenses.

We are a holding company and our principal asset is our ownership of Holdings LLC and, after the Up-C Collapse, will be our indirect ownership of Holdings LP. We have no independent means of generating revenue. As the sole member of Merger Sub 2, which will be the general partner of Holdings LP, we intend to cause Holdings LP to make distributions to us in amounts sufficient to cover any payments we are obligated to make under the Tax Receivable Agreement, dated as of August 5, 2020, by and among the Company, RHI and Mr. Gilbert (the “Tax Receivable Agreement”) for exchanges that have already occurred and other costs or expenses. However, certain laws and regulations may result in restrictions on Holdings LP’s ability to make distributions to us or the ability of Holdings LP’s subsidiaries to make distributions to it. To the extent that we need funds, and Holdings LP or its subsidiaries are restricted from making such distributions, we may not be able to obtain such funds on terms acceptable to us or at all and as a result could suffer an adverse effect on our liquidity and financial condition.

We may be required to pay RHI, RHI II and Mr. Gilbert for certain past tax benefits we may utilize, and the amounts we may pay could be significant.

We are party to a Tax Receivable Agreement with RHI and Mr. Gilbert that provides for the payment by us to RHI and Mr. Gilbert (or their transferees of common limited liability company interests (“Holdings LLC Units”) of Holdings LLC or other assignees) of 90% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize (computed using simplifying assumptions to address the impact of state and local taxes) as a result of: (i) certain increases in our allocable share of the tax basis in Holdings LLC’s assets resulting from (a) the purchases of Holdings LLC Units (along with the corresponding shares of Class D common stock or Class C common stock) from RHI and Mr. Gilbert (or their transferees of Holdings LLC Units or other assignees) using the net proceeds from our initial public offering (“IPO”) or in any future offering (subject to the terms of the amendment to the Tax Receivable Agreement to be entered into in connection with the Up-C Collapse, the “Tax Receivable Agreement Amendment”), (b) exchanges by RHI and Mr. Gilbert (or their transferees of Holdings LLC Units or other assignees) of Holdings LLC Units (along with the corresponding shares of Class D common stock or Class C common stock) for cash or shares of Class B common stock or Class A common stock, as applicable (subject to the terms of the Tax Receivable Agreement Amendment), or (c) payments under the Tax Receivable Agreement; (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the Tax Receivable Agreement; and (iii) disproportionate allocations (if any) of tax benefits to Holdings LLC as a result of section 704(c) of the Code, as amended, that relate to the reorganization transactions undertaken at the time of our IPO. The Tax Receivable Agreement makes certain simplifying assumptions regarding the determination of the cash savings that we realize or are deemed to realize from the covered tax attributes, which may result in payments pursuant to the Tax Receivable Agreement in excess of those that would result if such assumptions were not made.

The actual tax benefit, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including, among others, the amount and timing of the taxable income we generate in the future and the tax rate then applicable, and the portion of our payments under the Tax Receivable Agreement constituting imputed interest. Future payments under the Tax Receivable Agreement could be substantial. Of the estimated $572.04 million Tax Receivable Agreement liability to be recorded after the Up-C Collapse and pending Redfin Acquisition and Mr. Cooper Acquisition, as a result of the amount of the increases in the tax basis in Holdings LLC’s assets from the purchase of Holdings LLC Units (along with the corresponding shares of the Class D common stock) in connection with the IPO, the over-allotment option (greenshoe) and the RHI March 2021 paired interest exchange, assuming no material changes in the relevant tax law and that we will have sufficient taxable income to utilize all of the tax attributes covered by the Tax Receivable Agreement when they are first available to be utilized under applicable law, future payments to RHI, RHI II and Mr. Gilbert under the Tax Receivable Agreement would aggregate to approximately $571.92 million over the next 20 years and for yearly payments over that time to range between zero to $132.06 million per year. The payments under the Tax Receivable Agreement are not conditioned upon RHI’s, RHI II’s or Mr. Gilbert’s continued ownership of us.

In addition, RHI, RHI II and Mr. Gilbert (or their transferees or other assignees) will not reimburse us for any payments previously made if any covered tax benefits are subsequently disallowed, except that any excess payments made to RHI, RHI II and Mr. Gilbert (or such holder’s transferees or assignees) will be netted against future payments that would otherwise be made under the Tax Receivable Agreement with RHI, RHI II and Mr. Gilbert, if any, after our determination of such excess. We could make payments to RHI, RHI II and Mr. Gilbert under the Tax Receivable Agreement that are greater than our actual cash tax savings and may not be able to recoup those payments, which could negatively impact our liquidity. As part of RHI’s internal reorganization, RHI will contribute its rights to receive payments under the Tax Receivable Agreement in respect of RHI’s prior exchanges to RHI II, and RHI II will complete a joinder to become a party to the Tax Receivable Agreement. The Tax Receivable Agreement will be amended to provide that the terms of the Tax Receivable Agreement will not apply to any exchanges, including, for the avoidance of doubt, the DG Exchange, that occur, or are deemed to occur, on or following date of the Transaction Agreement.

Finally, because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of our subsidiaries to make distributions to us. Our debt agreements may restrict the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the Tax Receivable Agreement. To the extent that we are unable to make payments under the Tax Receivable Agreement as a result of restrictions in our debt agreements, such payments will be deferred and will accrue interest until paid, which could negatively impact our results of operations and could also affect our liquidity in periods in which such payments are made.

Our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.

Prior to and following the Up-C Collapse, provisions of our certificate of incorporation and our bylaws may make it more difficult for, or prevent a third party from, acquiring control of us without the approval of our board of directors. Following the Up-C Collapse, these provisions include:

•having a classified board of directors;

•providing that, when Mr. Gilbert and Jennifer Gilbert and their permitted transferees (collectively, the “Gilberts”) beneficially own less than a majority of the combined voting power of the common stock, a director may only be removed with cause by the affirmative vote of 75% of the combined voting power of our common stock eligible to vote in the election of directors, voting together as a single class;

•providing that, when the Gilberts beneficially own less than a majority of the combined voting power of our common stock, vacancies on our board of directors, whether resulting from an increase in the number of directors or the death, removal or resignation of a director, will be filled only by our board of directors and not by stockholders;

•providing that, when the Gilberts beneficially own less than a majority of the combined voting power of our common stock, certain amendments to our certificate of incorporation or amendments to our bylaws will require the approval of 75% of the combined voting power of our common stock;

•prohibiting stockholders from calling a special meeting of stockholders;

•authorizing stockholders to act by written consent only until the Gilberts cease to beneficially own a majority of the combined voting power of our common stock;

•establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings;

•authorizing “blank check” preferred stock, the terms and issuance of which can be determined by our board of directors without any need for action by stockholders; and

•providing that the decision to transfer our corporate headquarters outside of Detroit, Michigan will require the approval of 75% of the combined voting power of our common stock.

Additionally, Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, unless the business combination is approved in a prescribed manner. An interested stockholder includes a person, individually or together with any other interested stockholder, who within the last three years has owned 15% of our voting stock. We opted out of Section 203 of the DGCL, but our certificate of incorporation includes, and the restatement of the Charter Amendment (the “Restated Charter”) will include, a provision that restricts us from engaging in any business combination with an interested stockholder for three years following the date that person becomes an interested stockholder. Such restrictions, however, do not apply to any business combination between RHI, any direct or indirect equityholder of RHI as of immediately prior to the closing date of the Up-C Collapse, and under the Restated Charter, will not apply to any business combination between RHI II, any direct or indirect equityholder of RHI as of immediately prior to the closing date of the Up-C Collapse, or, in each case, any of their respective affiliates or successors or any “group,” or any member of any such group, to which such persons are a party under Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Until the Gilberts cease to beneficially own at least 50% of the voting power of our common stock, the Gilberts will be able to control all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and certain corporate transactions. Together, these provisions of our certificate of incorporation and bylaws could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for the Class A common stock. Furthermore, the existence of the foregoing provisions, as well as the significant amount of Class A common stock beneficially owned by the Gilberts, could limit the price that investors might be willing to pay in the future for shares of the Class A common stock. They could also deter potential acquirers of us, thereby reducing the likelihood that you could receive a premium for your Class A common stock in an acquisition.

Our Restated Charter will continue to contain a provision renouncing our interest and expectancy in certain corporate opportunities.

Our certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities by RHI, its affiliates, or any officer, director, member, partner or employee of RHI and its affiliates (each, an “RHI Party”). Our certificate of incorporation provides that no RHI Party has any duty to refrain from engaging in the same or similar business activities or lines of business as us, doing business with any of our clients or suppliers or employing or otherwise engaging or soliciting for employment any of our directors, officers or employees, and none of our directors or officers will be liable to us or to any of our subsidiaries or stockholders for breach of any fiduciary or other duty under statutory or common law, as a director or officer or controlling stockholder or otherwise, by reason of any such activities, or for the presentation or direction to, or participation in, any such activities by any RHI Party. Our certificate of incorporation provides that, to the fullest extent permitted by applicable law, we renounce our right to certain business opportunities, and that each RHI Party has no duty to communicate or offer such business opportunity to us and will not be liable to us or any of our stockholders for breach of any fiduciary or other duty under statutory or common law, as a director, officer or controlling stockholder, or otherwise, by reason of the fact that any such individual pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to us. Upon the adoption of the Restated Charter, our certificate of incorporation will provide that the preceding provisions will not apply to the RHI Parties but instead to RHI II, its affiliates and any officer, director, member, partner or employee of RHI II and its affiliates (each, an “RHI II Party”). These provisions of our Restated Charter will create the possibility that a corporate opportunity of ours may be used for the benefit of an RHI II Party.

Our Restated Charter will continue to require exclusive forum in certain courts in the State of Michigan or the State of Delaware or the federal district courts of the United States for certain types of lawsuits, which may have the effect of discouraging lawsuits against our directors and officers.

Our certificate of incorporation requires, and our Restated Charter will require, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or stockholders to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our certificate of incorporation or our bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine has to be brought only in the Third Judicial Circuit, Wayne County, Michigan (or, if the Third Judicial Circuit, Wayne County, Michigan lacks jurisdiction over such action or proceeding, then another state court of the State of Michigan or, if no state court of the State of Michigan has jurisdiction, the United States District Court for the Eastern District of Michigan) or the Court of Chancery of the State of Delaware (or if the Court of Chancery of the State of Delaware lacks jurisdiction, any other state court of the State of Delaware, or if no state court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware), unless we consent in writing to the selection of an alternative forum. The foregoing provision does not apply to claims arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware or Michigan law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. Further, in the event a court finds either exclusive forum provision contained in our certificate of incorporation to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Future sales of the Class A common stock, or the perception in the public markets that these sales may occur, following the expiration or waiver of the Lock-Up Periods or otherwise, may depress the price of the Class A common stock.

Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could have an adverse effect on our stock price and could impair our ability to raise capital through the sale of additional stock. In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our common stock. Issuing additional shares of Class A common stock, Class L common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of the Class A common stock or both.

As of May 2, 2025, we had 151,272,632 shares of Class A common stock outstanding and 1,848,879,483 shares of Class A common stock issuable upon potential exchanges and/or conversions. Of these shares, 1,851,134,386 are “restricted securities,” as that term is defined under Rule 144 of the Securities Act. The holders of these “restricted securities” are entitled to dispose of their shares pursuant to (i) the applicable holding period, volume and other restrictions of Rule 144 or (ii) another exemption from registration under the Securities Act. In addition, following the Up-C Collapse, we expect to have 1,848,879,483 shares of Class L common stock outstanding, all of which will be “restricted securities” and subject to certain restrictions on transfer until the expiration of the applicable Lock-Up Period (as defined below), as well as the other applicable restrictions of Rule 144. Subject to certain limited exceptions as will be provided in the Company’s certificate of incorporation, Mr. Gilbert and the other RHI shareholders will be prohibited from transferring or otherwise disposing of (a) any shares of Class L common stock prior to the first anniversary of the closing of the Up-C Collapse and (b) 50% of the shares of Class L common stock prior to the second anniversary of the closing date (all such periods together, the “Lock-Up Periods”). Following the expiration or waiver of the applicable Lock-Up Period, each share of Class L common stock (a) may be converted at any time, at the option of the holder, into one share of Class A common stock and (b) will automatically convert into one share of Class A common stock immediately prior to any transfer of such share except for certain permitted transfers that will be described in the Company’s certificate of incorporation. In addition, the Company’s board of directors may waive the lock-up restrictions at any time during the Lock-Up Periods at the request of a holder of Class L common stock. Additional sales of our shares of Class A common stock in the public market, or the perception that sales could occur, could have a material adverse effect on the price of the Class A common stock. We have filed registration statements under the Securities Act registering 178,166,346 shares of the Class A common stock reserved for issuance under the Omnibus Incentive Plan and our Team Member Stock Purchase Plan. As of May 2, 2025, we had 116,270,178 shares of the Class A common stock reserved for issuance under our Omnibus Incentive Plan and our Team Member Stock Purchase Plan. We have entered into a Registration Rights Agreement pursuant to which we have granted demand and piggyback registration rights to RHI, Mr. Gilbert and the affiliates of Mr. Gilbert.

The board of directors may elect to consent to waivers of the lock-up with respect to proposed transfers by holders of our Class L common stock during the Lock-Up Periods, which may lead to the issuance of additional shares of the Class A common stock prior to the expiration of the applicable Lock-Up Period and could cause the price of the Class A common stock to fluctuate or decline.

Following the consummation of the Up-C Collapse and subject to certain limited exceptions, Mr. Gilbert and the other RHI shareholders will be prohibited from transferring or otherwise disposing of (a) any shares of Class L common stock prior to the first anniversary of the closing date of the Up-C Collapse and (b) 50% of the shares of Class L common stock prior to the second anniversary of the closing date of the Up-C Collapse. Following the second anniversary of the closing date of the Up-C Collapse, no shares of Class L common stock will be subject to a Lock-Up Period. The Company’s board of directors will have the ability to waive the Lock-Up Periods with respect to specific stockholders if the board of directors determines that doing so would be in the best interests of the Company’s stockholders. To the extent that the board of directors elects to waive the Lock-Up Period with respect to a holder of shares of Class L common stock, such holder would have the opportunity to convert their shares of Class L common stock into Class A common stock and sell such prior to the expiration of the applicable Lock-Up Period. Immediately prior to such transfer, such shares of Class L common stock would automatically convert into shares of Class A common Stock. If the board of directors elects to waive the applicable Lock-Up Period with respect to any shares of Class L common stock, an additional number of shares of Class A common stock could be introduced to the public market in a limited period of time, which could result in declines in the price of the Class A common stock.

Other than the Special Dividend, we may not pay dividends on our common stock in the foreseeable future.

Other than the Special Dividend, we have no current plans to pay dividends on our Class A common stock. The declaration and payment of future dividends to holders of our Class A common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, legal requirements, tax obligations, restrictions in our debt instruments and other factors deemed relevant by our board of directors. As a holding company, our ability to pay dividends depends on our receipt of cash dividends from our subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that we or they may incur.

Risks Related to the Redfin Acquisition and the Mr. Cooper Acquisition

The Redfin Acquisition and the Mr. Cooper Acquisition are subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete either of the Redfin Acquisition or the Mr. Cooper Acquisition in a timely manner or at all could have adverse effects on the Company.

The completion of each of the Redfin Acquisition and the Mr. Cooper Acquisition is subject to a number of conditions, including, among others: (i) the adoption of the Redfin Agreement or the Mr. Cooper Agreement, as applicable, by the affirmative vote of the holders of a majority of the outstanding shares of Redfin or Mr. Cooper common stock entitled to vote thereon; (ii) the accuracy of the parties’ respective representations and warranties in the Redfin Agreement or the Mr. Cooper Agreement, as applicable, subject to specified materiality and material adverse effect qualifications; (iii) the absence of any law or order issued by any governmental authority preventing the consummation of the Redfin Acquisition or the Mr. Cooper Acquisition, as applicable, and (iv) the consummation of the Up-C Collapse.

If either of the Redfin Acquisition or the Mr. Cooper Acquisition are not completed, our ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed either of the Redfin Acquisition or the Mr. Cooper Acquisition, the Company will be subject to a number of risks, including the following:

•the market price of our Class A common stock could decline to the extent that the current market price reflects a market assumption that either or both of the Redfin Acquisition and the Mr. Cooper Acquisition will be completed;

•if either the Redfin Agreement or the Mr. Cooper Agreement is terminated and our board of directors seeks another business combination, the holders of our Class A common stock cannot be certain that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms of the Redfin Agreement or the Mr. Cooper Agreement, as applicable;

•time and resources committed by the Company’s management to matters relating to the Redfin Acquisition or the Mr. Cooper Acquisition could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies;

•the Company may experience negative reactions from the financial markets or from their respective customers, suppliers, business partners or employees;

•we may be the target of litigation related to any failure to complete the Redfin Acquisition, the

Mr. Cooper Acquisition or related to any enforcement proceeding commenced against the Company, Redfin or Mr. Cooper to perform their respective obligations pursuant to the Redfin Agreement or the Mr. Cooper Agreement, as applicable; and

•if the Mr. Cooper Acquisition is terminated under certain circumstances, we may be required to pay Mr. Cooper a termination fee of $500,000,000.

The market price of our Class A common stock may decline as a result the Redfin Acquisition or the Mr. Cooper Acquisition.

The market price of our Class A common stock may decline as a result of the Redfin Acquisition or the Mr. Cooper Acquisition if, among other things, we are unable to achieve the expected benefits and synergies of the Redfin Acquisition or the Mr. Cooper Acquisition, if the Redfin Acquisition or the Mr. Cooper Acquisition are not completed within the anticipated timeframe, or if the transaction costs related to the Redfin Acquisition or the Mr. Cooper Acquisition are greater than expected. The market price of our Class A common stock also may decline if we do not achieve the perceived benefits and expected synergies of the Redfin Acquisition or Mr. Cooper Acquisition as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Redfin Acquisition or the Mr. Cooper Acquisition on our financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

We may not achieve the intended benefits of the Redfin Acquisition or the Mr. Cooper Acquisition, and the Redfin Acquisition or the Mr. Cooper Acquisition may disrupt our current plans or operations.

There can be no assurance that we will be able to successfully integrate Redfin or Mr. Cooper’s assets or otherwise realize the expected benefits of the Redfin Acquisition or the Mr. Cooper Acquisition. Difficulties in integrating Redfin or Mr. Cooper into the Company may result in the Company performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all. The integration of the companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; increased complexity and cost in consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration or delays associated with the Redfin Acquisition or the Mr. Cooper Acquisition.

Completion of the Redfin Acquisition or the Mr. Cooper Acquisition may trigger change in control or other provisions in certain agreements to which Redfin, Mr. Cooper or a subsidiary or affiliated entity of Redfin or Mr. Cooper is a party, which may have an adverse impact on our business and results of operations after the acquisitions.

The completion of the Redfin Acquisition or the Mr. Cooper Acquisition may trigger change in control and other provisions in certain agreements to which Redfin, Mr. Cooper or a subsidiary or affiliated entity of Redfin or Mr. Cooper is a party as applicable, including, among others, (i) the credit agreement governing Redfin’s term loan facility, (ii) the indentures governing Mr. Cooper’s senior notes and (iii) Redfin’s and Mr. Cooper’s warehouse facilities. We expect to repay and terminate Redfin’s term loan facility, refinance or seek to amend Mr. Cooper’s senior notes and evaluate the treatment of each of Redfin’s and Mr. Cooper’s warehouse facilities. If Rocket, Redfin and Mr. Cooper, as applicable, are unable to negotiate amendments or waivers of change in control provisions under other contracts where applicable, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Rocket, Redfin and Mr. Cooper, as applicable, are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Rocket, Redfin or Mr. Cooper following the acquisitions.

The market price of our Class A common stock after the Redfin Acquisition and the Mr. Cooper Acquisition may be affected by factors different from those affecting the price of our Class A common stock, Redfin common stock and the Mr. Cooper common stock before the Redfin Acquisition and the Mr. Cooper Acquisition.

As the businesses of Rocket, Redfin and Mr. Cooper are different, after completion of the Redfin Acquisition and the Mr. Cooper Acquisition, the results of operations as well as the price of our Class A common stock may in the future be affected by factors different from those factors affecting Rocket, Redfin and Mr. Cooper as independent standalone companies. Rocket, following the Redfin Acquisition and the Mr. Cooper Acquisition, will face additional risks and uncertainties that Rocket, Redfin and Mr. Cooper may currently not be exposed to as independent companies.

Each acquisition is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Rocket, Redfin and/or Mr. Cooper following the acquisitions or that could delay, prevent or increase the costs associated with completion of the acquisitions.

Before the acquisitions may be completed, all applicable waiting periods (or extensions thereof) under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) must have expired or been terminated. In deciding whether to grant the required approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations, the relevant governmental entities may impose requirements, limitations or costs or place restrictions on the conduct of our business following the acquisitions. Under each of the Redfin Agreement and the Mr. Cooper Agreement, Rocket, Redfin and Mr. Cooper, as applicable, have agreed to use commercially reasonable efforts to obtain as promptly as practicable all licenses, certificates, permits, approvals, clearances, expirations, consents, notices, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders from any governmental authority required to be obtained to consummate the acquisitions.

However, notwithstanding the foregoing, Rocket and its subsidiaries are not required to propose, negotiate, offer to commit to, commit to or effect any remedy action that would, individually or in the aggregate, result in, or be reasonably likely to result in (i) an adverse effect that is more than immaterial on the financial condition, business, assets, or continuing results of operations of Rocket and its subsidiaries or the combined company resulting from the acquisitions or (ii) would require Rocket to commit to provide prior notice or seek prior approval from any governmental authority of any future transaction.

Governmental authorities may also impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the acquisitions, and such conditions, terms, obligations or restrictions may delay completion of the acquisitions or impose additional material costs on or materially limit Rocket’s revenues following the completion of the acquisitions. There can be no assurance that governmental authorities will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the acquisitions. At any time before or after consummation of the acquisitions, notwithstanding the early termination of the applicable waiting period under the HSR Act, the Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or any state could take such action under U.S. antitrust laws as it deems necessary or desirable in the public interest, including seeking (i) to enjoin the completion of the mergers, (ii) to require divestiture of substantial assets of Rocket, Redfin, Mr. Cooper or their respective subsidiaries, (iii) to require the parties to license, or hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties.

Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the acquisitions, notwithstanding the termination or expiration of the applicable waiting periods under the HSR Act, any state or private party may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the acquisitions. Neither Rocket, Redfin nor Mr. Cooper can be certain that a challenge to the acquisitions on antitrust grounds will not be made, or, if such challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the DOJ or any state attorney general or any other person, Rocket may not be obligated to consummate the acquisitions.

Potential litigation against Rocket, Redfin and/or Mr. Cooper could result in substantial costs, an injunction preventing the completion of the acquisitions and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on Rocket’s liquidity and financial condition.

Stockholders of Redfin or Mr. Cooper may file lawsuits against Rocket, Redfin, Mr. Cooper and/or the directors and officers of each company in connection with the acquisitions. These lawsuits could prevent or delay the completion of the acquisitions and result in significant costs to Rocket, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Following the Up-C Collapse, the Redfin Acquisition and the Mr. Cooper Acquisition, we will continue to be controlled by Mr. Gilbert, whose interests may conflict with our interests and the interests of other stockholders. Further, because we are and expect to continue to remain a “controlled company” within the meaning of the New York Stock Exchange (“NYSE”) rules, we qualify for and intend to continue to rely on exemptions from certain corporate governance requirements.

Following the Up-C Collapse, the Redfin Acquisition and the Mr. Cooper Acquisition, Mr. Gilbert will hold more than a majority of the combined voting power of our common stock. So long as Mr. Gilbert continues to directly or indirectly own a significant amount of our equity, even if such amount is less than a majority of the combined voting power of our common stock, Mr. Gilbert will continue to be able to substantially influence the outcome of votes on all matters requiring approval by the stockholders, including our ability to enter into certain corporate transactions. The interests of Mr. Gilbert could conflict with or differ from our interests or the interests of our other stockholders. For example, the concentration of ownership held by Mr. Gilbert could delay, defer or prevent a change of control of our Company or impede a merger, takeover or other business combination that may otherwise be favorable for us.

In addition, as long as Mr. Gilbert continues to control a majority of the voting power of our outstanding voting stock, following the Up-C Collapse, the Redfin Acquisition and the Mr. Cooper Acquisition, we will remain a controlled company within the meaning of the NYSE rules. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that:

•a majority of the board of directors consist of independent directors;

•the nominating and corporate governance committee be composed entirely of independent directors; and

•the compensation committee be composed entirely of independent directors.

These requirements will not apply to us as long as we remain a controlled company. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number						Description
3.1						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Rocket Companies, Inc., dated June 18, 2024, and the Amended and Restated Certificate of Incorporation of Rocket Companies, Inc., dated August 5, 2020 (incorporated herein by reference to Exhibit 3.1 to the Company ’s Quarterly Report on Form 10-Q, filed on August 6, 2024)
3.2						Amended and Restated Bylaws of Rocket Companies, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed on September 2, 2020)
10.1#						Transaction Agreement, dated as of March 9, 2025, by and among Rocket Companies, Inc., Rock Holdings Inc., Eclipse Sub, Inc., Rocket GP, LLC, Daniel Gilbert and RHI II, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on March 10, 2025)
10.2*						Amendment No. 1 to Transaction Agreement, dated as of April 7, 2025, by and among Rocket Companies, Inc., Rock Holdings Inc., Eclipse Sub, Inc. and Daniel Gilbert
10.3#						Agreement and Plan of Merger, dated March 9, 2025, by and among Rocket Companies, Inc., Neptune Merger Sub Inc., and Redfin Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on March 10, 2025)
10.4#						Agreement and Plan of Merger, dated March 31, 2025, by and among Rocket Companies, Inc., Maverick Merger Sub, Inc., Maverick Merger Sub 2, LLC and Mr. Cooper Group Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on March 31, 2025)
10.5						Governance Letter Agreement, dated March 31, 2025, between Rocket Companies, Inc. and Dan Gilbert (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 31, 2025)
10.6*						Revolving Credit Agreement, dated as of April 30, 2025, by and among Rocket Mortgage, LLC, as Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
31.1*						Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)
31.2*						Certification of CFO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)
32.1*						Certification by the CEO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification by the CFO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*						Filed herewith.
#						Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Rocket Companies, Inc.

May 9, 2025

By:

/s/ Brian Brown

Date

Name: Brian Brown

Chief Financial Officer and Treasurer

(Principal Financial Officer)