William C. Emerson - Jun 30, 2025 Form 4 Insider Report for Rocket Companies, Inc. (RKT)

Role
President, Director
Signature
/s/ Tina V. John, attorney in fact
Stock symbol
RKT
Transactions as of
Jun 30, 2025
Transactions value $
$0
Form type
4
Date filed
7/2/2025, 05:58 PM
Previous filing
Mar 11, 2025
Next filing
Sep 9, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Emerson William C. President, Director C/O ROCKET COMPANIES, INC., 1050 WOODWARD AVENUE, DETROIT /s/ Tina V. John, attorney in fact 2025-07-02 0001965677

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RKT Class L-1 common stock Award $0 +14.1M $0.00 14.1M Jun 30, 2025 See footnote F1, F2, F3, F4
transaction RKT Class L-2 common stock Award $0 +14.1M $0.00 14.1M Jun 30, 2025 See footnote F1, F2, F3, F4
transaction RKT Class L-1 common stock Award $0 +1.41M $0.00 1.41M Jun 30, 2025 See footnote F1, F2, F3, F5
transaction RKT Class L-2 common stock Award $0 +1.41M $0.00 1.41M Jun 30, 2025 See footnote F1, F2, F3, F5
transaction RKT Class L-1 common stock Award $0 +1.41M $0.00 1.41M Jun 30, 2025 See footnote F1, F2, F3, F6
transaction RKT Class L-2 common stock Award $0 +1.41M $0.00 1.41M Jun 30, 2025 See footnote F1, F2, F3, F6
holding RKT Class A common stock 859K Jun 30, 2025 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 30, 2025, Rocket Companies, Inc. ("Rocket") completed the collapse of its "Up-C" structure (the "Up-C Collapse") pursuant to the Transaction Agreement, by and among Rocket, Rock Holdings Inc. ("RHI"), Eclipse Sub, Inc., Rocket GP, LLC, Daniel Gilbert and RHI II, LLC. Pursuant to the Transaction Agreement, each RHI shareholder, in consideration for its voting common shares of RHI, par value $0.001 per share (the "RHI Shares"), received for each RHI Share 56.54 newly issued shares of Rocket Class L common stock, par value $0.00001 per share (the "Class L Common Stock"), half of which are designated Class L-1 Common Stock, par value $0.00001 per share ("Class L-1 Common Stock"), and half of which are designated Class L-2 Common Stock, par value $0.00001 per share ("Class L-2 Common Stock"). (Cont'd in FN2)
F2 (Cont'd from FN1) Subject to certain limited exceptions as provided in Rocket's certificate of incorporation, (i) holders of Class L-1 Common Stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2026, and (ii) holders of Class L-2 Common Stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2027. Following June 30, 2026, each share of Class L-1 common stock (i) may be converted at any time, at the option of the holder, into one share of Rocket Class A common stock, par value $0.00001 per share ("Class A Common Stock"), and (ii) will automatically convert into one share of Rocket Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in Rocket's certificate of incorporation. (Cont'd in FN3)
F3 (Cont'd from FN2) Following June 30, 2027, each share of Class L-2 Common Stock (i) may be converted at any time, at the option of the holder, into one share of Class A Common Stock and (ii) will automatically convert into one share of Rocket Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in Rocket's certificate of incorporation. In addition, upon the later to occur of (A) June 30, 2027 and (B) the date that the outstanding shares of Class L Common Stock no longer represent at least 79% of the total voting power of the issued and outstanding shares of Rocket common stock, all shares of Class L Common Stock will automatically convert to newly issued shares of Class A Common Stock.
F4 Directly owned by the William C. Emerson Trust, a trust of which the Reporting Person is a trustee and the beneficiaries of which are immediate family members of the Reporting Person.
F5 Directly owned by Nicole Christine Emerson 2012 Irrevocable Trust u/a 12/19/2012, a trust of which the Reporting Person's spouse is the trustee, the beneficiary of which is an immediate family member of the Reporting Person.
F6 Directly owned by Sean William Emerson 2012 Irrevocable Trust u/a 12/19/2012, a trust of which the Reporting Person's spouse is the trustee, the beneficiary of which is an immediate family member of the Reporting Person.
F7 Reported amount includes 453,422 unvested restricted stock units ("RSUs") granted under the Rocket Companies, Inc. 2020 Omnibus Incentive Plan. Each RSU represents the contingent right to receive one share of Class A common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, subject to the Reporting Person's continued employment on the applicable vesting date.