Jennifer L. Gilbert - Jun 30, 2025 Form 4 Insider Report for Rocket Companies, Inc. (RKT)

Role
Director, 10%+ Owner
Signature
/s/ Jennifer L. Gilbert
Stock symbol
RKT
Transactions as of
Jun 30, 2025
Transactions value $
$0
Form type
4
Date filed
7/2/2025, 06:03 PM
Previous filing
May 28, 2021
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Gilbert Jennifer L. Director, 10%+ Owner C/O ROCKET COMPANIES, INC., 1050 WOODWARD AVENUE, DETROIT /s/ Jennifer L. Gilbert 2025-07-02 0001817411

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RKT Class L-1 common stock Award $0 +157M $0.00 157M Jun 30, 2025 Direct F1, F2, F3
transaction RKT Class L-2 common stock Award $0 +157M $0.00 157M Jun 30, 2025 Direct F1, F2, F3
transaction RKT Class D common stock Disposed to Issuer $0 -1.1M -100% $0.00 0 Jun 30, 2025 See footnote F1, F2, F3, F4
transaction RKT Class D common stock Disposed to Issuer $0 -1.85B -100% $0.00 0 Jun 30, 2025 See footnote F1, F2, F3, F5
transaction RKT Class D common stock Disposed to Issuer $0 -800K -100% $0.00 0 Jun 30, 2025 See footnote F1, F2, F3, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RKT Non-voting common interest units of Rocket LP Disposed to Issuer -1.1M -100% 0 Jun 30, 2025 Class B common stock and Class A common stock 1.1M See footnote F1, F2, F3, F4, F7
transaction RKT Non-voting common interest units of Rocket LP Disposed to Issuer -1.85B -100% 0 Jun 30, 2025 Class B common stock and Class A common stock 1.85B See footnote F1, F2, F3, F4, F5, F7
transaction RKT Non-voting common interest units of Rocket LP Disposed to Issuer -800K -100% 0 Jun 30, 2025 Class B common stock and Class A common stock 800K See footnote F1, F2, F3, F4, F6, 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 Represents shares directly owned by Daniel Gilbert. Pursuant to the Transaction Agreement, Daniel Gilbert contributed and transferred to Rocket his shares of Rocket Class D common stock, par value $0.00001 per share ("Class D Common Stock") and corresponding non-voting common interest units of Rocket Limited Partnership (as successsor in interest to Rocket, LLC) ("Rocket LP") and received shares of Class L Common Stock on a one-to-one basis.
F5 Directly owned by RHI. Prior to the Up-C Collapse, Daniel Gilbert was the majority shareholder of RHI and had voting and dispositive control and beneficial ownership with respect to the shares of Rocket's common stock held of record by RHI. Following the Up-C Collapse, RHI no longer holds any securities of the Issuer.
F6 Directly owned by a wholly-owned subsidiary of RHI. Prior to the Up-C Collapse, Dan Gilbert was the majority shareholder of RHI and had voting and dispositive control and beneficial ownership with respect to these shares. Following the Up-C Collapse, this entity no longer holds any securities of the Issuer.
F7 Pursuant to the terms of the Exchange Agreement, dated as of August 5, 2020, by and among the Issuer, RHI, Daniel Gilbert and the holders of Holding Units and shares of Class C common stock or Class D common stock from time to time party thereto (the "Exchange Agreement"), Holdings Units, together with a corresponding number of shares of Class D common stock or Class C common stock, could be exchanged for, at the option of the Issuer, (i) shares of Class B common stock or Class A common stock of the Issuer, as applicable, on a one-for-one basis, or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Class A common stock in such public offering or private sale), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The Exchange Agreement was terminated as part of the Up-C Collapse.