Rocket Companies (NYSE: RKT) details $1.2B notes Offering and Mr. Cooper merger

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rocket Companies, Inc. is launching a private Offering of $600 million senior notes due 2031 and $600 million senior notes due 2034, guaranteed by key domestic subsidiaries. The company plans to use the proceeds to repay Rocket Mortgage, LLC’s 2.875% senior notes due 2026 and other indebtedness.

The 8‑K also provides detailed historical financials for recently acquired Mr. Cooper Group Inc. and unaudited pro forma results for the combined company. Mr. Cooper reported Q3 2025 revenue of $567 million and net income of $180 million, with total assets of $19.1 billion and stockholders’ equity of $5.2 billion as of September 30, 2025. The merger with Rocket closed on October 1, 2025 with equity value of $14.2 billion in an all‑stock transaction, and segment data highlight strong servicing and originations contributions alongside corporate costs.

Insights

Rocket adds $1.2B in long-term debt while integrating the $14.2B Mr. Cooper acquisition.

Rocket Companies is proposing $1.2 billion of new senior notes split between 2031 and 2034 maturities, with guarantees from major domestic subsidiaries. Stated use of proceeds is to refinance Rocket Mortgage’s 2.875% notes due 2026 and other debt, extending the maturity profile rather than funding new spending.

The filing also details the completed all‑stock acquisition of Mr. Cooper Group, valued at $14.2 billion in equity, and provides comprehensive historical and pro forma data. Mr. Cooper generated Q3 2025 net income of $180 million on $567 million of revenue, with sizeable mortgage servicing rights and unsecured senior notes.

For investors, the key themes are leverage, interest cost and integration. The combined group relies heavily on servicing income and warehouse/MSR facilities, and remains compliant with covenant and capital requirements as of September 30, 2025. Subsequent filings may give more clarity on pro forma earnings, synergy realization and the final terms and pricing of the 2031 and 2034 notes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New senior notes due 2031: $600,000,000 principal New senior notes due 2034: $600,000,000 principal Mr. Cooper Q3 2025 revenue: $567 million +5 more

8 metrics

New senior notes due 2031 $600,000,000 principal Private Offering of senior notes due 2031

New senior notes due 2034 $600,000,000 principal Private Offering of senior notes due 2034

Mr. Cooper Q3 2025 revenue $567 million Three months ended September 30, 2025

Mr. Cooper Q3 2025 net income $180 million Three months ended September 30, 2025

Mr. Cooper total assets $19,079 million Balance sheet as of September 30, 2025

Mr. Cooper stockholders’ equity $5,157 million Balance sheet as of September 30, 2025

Merger equity value $14.2 billion Rocket’s all-stock acquisition of Mr. Cooper closed October 1, 2025

Mr. Cooper basic EPS Q3 2025 $2.81 per share Basic earnings per share for three months ended September 30, 2025

Key Terms

senior notes, Rule 144A, Regulation S, mortgage servicing rights, +2 more

6 terms

senior notes financial

"offering of $600,000,000 aggregate principal amount of senior notes due 2031 and $600,000,000 aggregate principal amount of senior notes due 2034"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Rule 144A regulatory

"offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

mortgage servicing rights financial

"Mortgage servicing rights at fair value ... Total assets $19,079"

Mortgage servicing rights are the contractual right to collect mortgage payments, manage escrow accounts, handle customer service and delinquency actions on a pool of home loans, in exchange for a portion of the loan’s payments. They matter to investors because their value behaves like a revenue stream that can rise or fall with interest rates and borrower behavior — similar to owning a toll bridge where income depends on traffic volume and maintenance costs — and thus affect a lender’s earnings and risk profile.

excess spread financing financial

"The Company had excess spread financing liability of $346 and $386, related to the UPB of $61,394 and $66,519"

variable interest entities financial

"special purpose entities determined to be VIEs, which primarily consist of securitization trusts"

A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.

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Understanding 8-K Material Events →

06/09/2026 - 08:35 AM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) June 9, 2026

Rocket Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39432	84-4946470
(State or other jurisdiction of incorporation)	(Commission File Number)	(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)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol		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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ¨

Item 8.01

Other Events.

Offering of Notes

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

The Notes will initially be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the Company’s direct and indirect domestic subsidiaries that are guarantors under the Company’s existing senior notes.

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

A copy of the press release announcing the Offering is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and incorporated by reference herein.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements. Accordingly, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of, the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Additional Financial Information

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

This Current Report on Form 8-K includes: (i) the unaudited condensed consolidated financial statements of Mr. Cooper and (ii) the unaudited pro forma combined financial information for the Company, in each case as described below. This Current Report on Form 8-K does not modify or update the condensed consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the three months ended March 31, 2026.

The historical condensed consolidated balance sheets of Mr. Cooper as of September 30, 2025 (unaudited) and December 31, 2024 and the related unaudited condensed consolidated statements of operations and statements of stockholders’ equity of Mr. Cooper for each of the three and nine months ended September 30, 2025 and 2024, and unaudited condensed consolidated statements of cash flows of Mr. Cooper for each of the nine months ended September 30, 2025 and 2024, together with the notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The unaudited pro forma condensed combined financial information of the Company, consisting of the unaudited pro forma condensed combined statement of income (loss) of the Company for the three months ended March 31, 2026, the three months ended March 31, 2025 and the year ended December 31, 2025, giving effect to the Transactions (as defined therein) as if they had occurred on January 1, 2025, the first day of the Company’s fiscal year 2025, together with the notes thereto, is filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits

Exhibit No.		Description
99.1		Press release, dated June 9, 2026
99.2		Unaudited condensed consolidated financial statements of Mr. Cooper Group Inc.
99.3		Unaudited pro forma condensed combined financial information of Rocket Companies, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, 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, including statements regarding the Offering, 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 Current Report, 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 our Annual Report on the Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, submitted to the SEC on May 11, 2026. Although we believe that these forward-looking statements are based upon reasonable assumptions, you should be aware that many factors 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. The forward-looking statements made herein are made only as of the date of this Current Report. 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 Current Report.

SIGNATURES

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 hereunto duly authorized.

Dated: June 9, 2026

	ROCKET COMPANIES, INC.

	By:	/s/ Noah Edwards
	Name:	Noah Edwards
	Title:	Chief Accounting Officer

Exhibit 99.1

Rocket Companies Announces Offering of Senior Notes due 2031 and Senior Notes due 2034

DETROIT, June 9, 2026 – Rocket Companies, Inc. (NYSE: RKT) (the “Company”), the Detroit-based fintech platform including mortgage, real estate, title and personal finance businesses, is proposing to issue and sell $600,000,000 aggregate principal amount of senior notes due 2031 and $600,000,000 aggregate principal amount of senior notes due 2034 (collectively, the “Notes”) in an offering that will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”).

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

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, to non-U.S. investors pursuant to Regulation S. The Notes and related guarantees will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, 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, including statements regarding the Offering, 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 press release, 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 our Annual Report on the Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, submitted to the SEC on May 11, 2026. Although we believe that these forward-looking statements are based upon reasonable assumptions, you should be aware that many factors 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. The forward-looking statements made herein are made only as of the date of this press release. 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 press release.

Investor Relations Contact:

Sharon Ng

ir@rocket.com

(313) 769-2058

Media Contact:

Aaron Emerson

aaronemerson@rocket.com

(313) 373-3035

Exhibit 99.2

Unaudited Quarterly Financial Statements

September 30, 2025

MR. COOPER GROUP INC.

QUARTERLY FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page
FINANCIAL INFORMATION
Financial Statements	3
Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	3
Condensed Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024	4
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024	5
Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2025 and 2024	7
Notes to Condensed Consolidated Financial Statements (unaudited)	8
1. Nature of Business and Basis of Presentation	8
2. Acquisitions	9
3. Mortgage Servicing Rights and Related Liabilities	9
4. Advances and Other Receivables	12
5. Mortgage Loans Held for Sale	13
6. Loans Subject to Repurchase from Ginnie Mae	14
7. Goodwill and Intangible Assets	14
8. Derivative Financial Instruments	14
9. Indebtedness	16
10. Securitizations and Financings	18
11. Earnings Per Share	19
12. Income Taxes	19
13. Fair Value Measurements	19
14. Capital Requirements	23
15. Commitments and Contingencies	23
16. Segment Information	25
17. Subsequent Events	27

MR. COOPER GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(millions of dollars, except share data)

	September 30, 2025			December 31, 2024
	(unaudited)
Assets
Cash and cash equivalents	$	762		$	753
Restricted cash		184			220
Mortgage servicing rights at fair value		11,604			11,736
Advances and other receivables, net of reserves of $123 and $112, respectively		1,005			1,345
Mortgage loans held for sale at fair value		2,726			2,211
Property and equipment, net of accumulated depreciation of $148 and $157, respectively		93			58
Deferred tax assets, net		94			230
Other assets		2,611			2,386
Total assets	$	19,079		$	18,939

Liabilities and Stockholders’ Equity
Unsecured senior notes, net	$	4,907		$	4,891
Advance, warehouse and MSR facilities, net		6,439			6,495
Payables and other liabilities		2,207			2,322
MSR related liabilities - nonrecourse at fair value		369			418
Total liabilities		13,922			14,126
Commitments and contingencies (Note 15)
Common stock at $0.01 par value - 300 million shares authorized, 93.2 million shares issued		1			1
Additional paid-in-capital		1,068			1,077
Retained earnings		5,305			4,971
Treasury shares at cost - 29.1 million and 29.6 million shares, respectively		(1,217	)		(1,236	)
Total stockholders’ equity		5,157			4,813
Total liabilities and stockholders’ equity	$	19,079		$	18,939

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

MR. COOPER GROUP INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(millions of dollars, except for earnings per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenues:
Service related, net	$	383		$	288		$	1,295		$	1,251
Net gain on mortgage loans held for sale		184			136			440			320
Total revenues		567			424			1,735			1,571
Expenses:
Salaries, wages and benefits		200			182			584			509
General and administrative		142			153			518			443
Total expenses		342			335			1,102			952
Interest income		232			227			638			574
Interest expense		(213	)		(199	)		(643	)		(556	)
Other expense, net		(2	)		(5	)		(14	)		(16	)
Total other income (expense), net		17			23			(19	)		2
Income before income tax expense		242			112			614			621
Less: Income tax expense		62			32			148			156
Net income	$	180		$	80		$	466		$	465

Earnings per share
Basic	$	2.81		$	1.24		$	7.29		$	7.21
Diluted	$	2.76		$	1.22		$	7.15		$	7.06

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

MR. COOPER GROUP INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(millions of dollars, except share data)

	Common Stock														Total
	Shares (in thousands)			Amount		Additional Paid-in Capital			Retained Earnings			Treasury Shares			Stockholders’ Equity
Balance at June 30, 2024		64,484		$	1	$	1,058		$	4,687		$	(1,152	)	$	4,594
Shares issued / (surrendered) under incentive compensation plan		11			—		(1	)		—			—			(1	)
Share-based compensation		—			—		11			—			—			11
Repurchase of common stock		(516	)		—		—			—			(46	)		(46	)
Net income		—			—		—			80			—			80
Balance at September 30, 2024		63,979		$	1	$	1,068		$	4,767		$	(1,198	)	$	4,638

Balance at June 30, 2025		63,989		$	1	$	1,063		$	5,257		$	(1,222	)	$	5,099
Shares issued / (surrendered) under incentive compensation plan		120			—		(5	)		—			5			—
Share-based compensation		—			—		10			—			—			10
Dividend to shareholders		—			—		—			(132	)		—			(132	)
Net income		—			—		—			180			—			180
Balance at September 30, 2025		64,109		$	1	$	1,068		$	5,305		$	(1,217	)	$	5,157

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

MR. COOPER GROUP INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(millions of dollars, except share data)

	Common Stock														Total
	Shares (in thousands)			Amount		Additional Paid-in Capital			Retained Earnings			Treasury Shares			Stockholders’ Equity
Balance at January 1, 2024		64,599		$	1	$	1,087		$	4,302		$	(1,108	)	$	4,282
Shares issued / (surrendered) under incentive compensation plan		731			—		(47	)		—			19			(28	)
Share-based compensation		—			—		28			—			—			28
Repurchase of common stock		(1,351	)		—		—			—			(109	)		(109	)
Net income		—			—		—			465			—			465
Balance at September 30, 2024		63,979		$	1	$	1,068		$	4,767		$	(1,198	)	$	4,638

Balance at January 1, 2025		63,581		$	1	$	1,077		$	4,971		$	(1,236	)	$	4,813
Shares issued / (surrendered) under incentive compensation plan		528			—		(45	)		—			19			(26	)
Share-based compensation		—			—		36			—			—			36
Dividend to shareholders		—			—		—			(132	)		—			(132	)
Net income		—			—		—			466			—			466
Balance at September 30, 2025		64,109		$	1	$	1,068		$	5,305		$	(1,217	)	$	5,157

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions of dollars)

	Nine Months Ended September 30,
	2025			2024
Operating Activities
Net income	$	466		$	465
Adjustments to reconcile net income to net cash attributable to operating activities:
Deferred tax expense		136			156
Net gain on mortgage loans held for sale		(440	)		(320	)
Provision for servicing and non-servicing reserves		54			19
Fair value changes in mortgage servicing rights		1,194			694
Fair value changes in MSR related liabilities		(4	)		26
Depreciation and amortization for property and equipment and intangible assets		40			25
Adjustment of bargain purchase gain		—			4
Gain on MSR hedging activities		(310	)		(64	)
Loss (gain) on MSR and excess yield sales		14			(10	)
Other operating activities		80			70
Sales proceeds and loan payment proceeds for mortgage loans held for sale		29,504			13,862
Mortgage loans originated and purchased for sale, net of fees		(28,702	)		(13,664	)
Repurchases of loan assets out of Ginnie Mae securitizations		(1,273	)		(1,171	)
Changes in assets and liabilities:
Advances and other receivables		260			4
Other assets		279			178
Payables and other liabilities		(485	)		(195	)
Net cash attributable to operating activities		813			79

Investing Activities
Property and equipment additions, net of disposals		(52	)		(27	)
Purchase of mortgage servicing rights		(823	)		(1,767	)
Proceeds on sale of mortgage servicing rights and excess yield		348			317
Other investing activities		(45	)		(20	)
Net cash attributable to investing activities		(572	)		(1,497	)

Financing Activities
(Decrease) increase in advance, warehouse and MSR facilities		(54	)		84
Settlements and repayment of excess spread financing		(45	)		(49	)
Issuance of unsecured senior notes		—			1,750
Repurchase of common stock		—			(109	)
Dividend to shareholders		(128	)		—
Other financing activities		(41	)		(79	)
Net cash attributable to financing activities		(268	)		1,597
Net (decrease) increase in cash, cash equivalents, and restricted cash		(27	)		179
Cash, cash equivalents, and restricted cash - beginning of period		973			740
Cash, cash equivalents, and restricted cash - end of period⁽¹⁾	$	946		$	919

Supplemental Disclosures of Non-cash Investing Activities
Dividend to shareholders	$	4		$	—
Purchase of mortgage servicing rights holdback payable	$	39		$	10
Sale of mortgage servicing rights holdback receivable	$	8		$	5

⁽¹⁾	The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed consolidated balance sheets.

	September 30, 2025		September 30, 2024
Cash and cash equivalents	$	762	$	733
Restricted cash		184		186
Total cash, cash equivalents, and restricted cash	$	946	$	919

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

MR COOPER GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(millions of dollars, except per share data, or unless otherwise stated)

1. Nature of Business and Basis of Presentation

Nature of Business

Mr. Cooper Group Inc., collectively with its consolidated subsidiaries, (“Mr. Cooper,” the “Company,” “we,” “us” or “our”) provides servicing, origination and transaction-based services related to single family residences throughout the United States with operations under its primary brands: Mr. Cooper®, Xome® and Rushmore Servicing®. Mr. Cooper is the largest home loan servicers and a major mortgage originator in the country focused on delivering a variety of servicing and lending products, services and technologies.

Basis of Presentation

The interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2024.

The interim condensed consolidated financial statements are unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation of the results of the interim periods have been included. Dollar amounts are reported in millions, except per share data and other key metrics, unless otherwise noted.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, other entities in which the Company has a controlling financial interest and those variable interest entities (“VIE”) where the Company’s wholly-owned subsidiaries are the primary beneficiaries. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date the Company ceases to be the primary beneficiary. The Company applies the equity method of accounting to investments where it is able to exercise significant influence, but not control, over the policies and procedures of the entity and owns less than 50% of the voting interests. Investments in certain companies over which the Company does not exert significant influence are recorded at fair value, or at cost upon election of measurement alternative, at the end of each reporting period. Intercompany balances and transactions on consolidated entities have been eliminated.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates, and such differences could be material, due to factors such as adverse changes in the economy, changes in interest rates, secondary market pricing for loans held for sale and derivatives, strength of underwriting and servicing practices, changes in prepayment assumptions, declines in home prices or discrete events adversely affecting specific customers.

Recent Accounting Guidance Adopted

The Company did not adopt any accounting guidance during the nine months ended September 30, 2025 that had a material impact on its condensed consolidated financial statements or disclosures.

2. Acquisitions

Acquisition of Certain Mortgage Operations of Flagstar Bank, N.A.

On July 24, 2024, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) and an Agreement for the Bulk Purchase and Sale of Mortgage Servicing Rights (the “MSR Purchase Agreement”) with Flagstar Bank, N.A. (“Flagstar”) in contemplation of one another (collectively “the Flagstar Transaction”). Per the Asset Purchase Agreement, the Company agreed to purchase certain MSRs held by Flagstar. The Flagstar transaction closed in the fourth quarter of 2024 for total considerations of approximately $1.3 billion in cash, funded through available cash and drawdowns of existing MSR lines. The acquired assets primarily consist of approximately $1.2 billion of MSRs and related advances, and $101 of client relationship intangibles associated with subservicing contracts. The Company accounted for the transaction as an asset acquisition in accordance with Accounting Standard Codification Topic 805, Business Combinations (“ASC 805”), whereby the purchase price was allocated to net assets based on their relative fair values.

3. Mortgage Servicing Rights and Related Liabilities

The following table sets forth the carrying value of the Company’s MSR and the related liabilities. In estimating the fair value of all MSRs and related liabilities, the impact of the current environment was considered in the determination of key assumptions.

MSRs and Related Liabilities	September 30, 2025		December 31, 2024
MSRs at fair value	$	11,604	$	11,736

Excess spread financing at fair value	$	346	$	386
Mortgage servicing rights financing at fair value		23		32
MSR related liabilities - nonrecourse at fair value	$	369	$	418

Mortgage Servicing Rights

The following table sets forth the activities of MSRs:

	Nine Months Ended September 30,
MSRs - Fair Value	2025			2024
Balance - beginning of period	$	11,736		$	9,090
Additions:
Servicing retained from mortgage loans sold		596			267
Purchases and acquisitions of servicing rights		789			1,640
Dispositions:
Sales of servicing assets and excess yield		(350	)		(297	)
Changes in fair value:
Changes in valuation inputs or assumptions used in the valuation model (MSR MTM)		(374	)		(44	)
Changes in valuation due to amortization		(820	)		(650	)
Other changes⁽¹⁾		27			29
Balance - end of period	$	11,604		$	10,035

⁽¹⁾	Amounts primarily represent negative fair values reclassified from the MSR asset to reserves as underlying loans are removed from the MSR and other reclassification adjustments.

During the nine months ended September 30, 2025 and 2024, the Company sold $14,059 and $7,716 in unpaid principal balance (“UPB”) of MSRs, of which $13,234 and $7,319 were retained by the Company as subservicer, respectively.

During the nine months ended September 30, 2025 and 2024, certain agencies entered into agreements with the Company to purchase excess servicing cash flows (“excess yield”) on certain agency loans with a total UPB of approximately $20,562 and $27,841 for proceeds of $138 and $226, respectively. During the nine months ended September 30, 2025 and 2024, the Company recorded a loss of $10 and a gain of $27, respectively, through the mark-to-market adjustments within “revenues - service related, net” in the condensed consolidated statements of operations.

MSRs are segregated between investor type into agency and non-agency pools (referred to herein as “investor pools”) based upon contractual servicing agreements with investors at the respective balance sheet date to evaluate the MSR portfolio and fair value of the portfolio. Agency investors consist of Government National Mortgage Association (“Ginnie Mae” or “GNMA”) and the GSEs, Federal National Mortgage Association (“Fannie Mae” or “FNMA”) and Federal Home Loan Mortgage Corp (“Freddie Mac” or “FHLMC”). Non-agency investors consist of investors in private-label securitizations.

The following table provides a breakdown of UPB and fair value for the Company’s MSRs:

	September 30, 2025				December 31, 2024
MSRs - UPB and Fair Value Breakdown by Investor Pools	UPB		Fair Value		UPB		Fair Value
Agency	$	717,780	$	11,319	$	710,997	$	11,397
Non-agency		28,192		285		25,074		339
Total	$	745,972	$	11,604	$	736,071	$	11,736

Refer to Note 13, Fair Value Measurements, for further discussion on key weighted-average inputs and assumptions used in estimating the fair value of MSRs.

The following table shows the hypothetical effect on the fair value of the Company’s MSRs when applying certain unfavorable variations of key assumptions to these assets for the dates indicated:

	Option Adjusted Spread						Total Prepayment Speeds						Cost to Service per Loan
MSRs - Hypothetical Sensitivities	100 bps Adverse Change			200 bps Adverse Change			10% Adverse Change			20% Adverse Change			10% Adverse Change			20% Adverse Change
September 30, 2025
Mortgage servicing rights	$	(448	)	$	(862	)	$	(329	)	$	(634	)	$	(77	)	$	(155	)

December 31, 2024
Mortgage servicing rights	$	(470	)	$	(904	)	$	(308	)	$	(597	)	$	(84	)	$	(169	)

Excess Spread Financing - Fair Value

The Company had excess spread financing liability of $346 and $386, related to the UPB of $61,394 and $66,519 as of September 30, 2025 and December 31, 2024, respectively. Refer to Note 13, Fair Value Measurements, for key weighted-average inputs and assumptions used in the valuation of excess spread financing liability.

The following table shows the hypothetical effect on the Company’s excess spread financing fair value when applying certain unfavorable variations of key assumptions to these liabilities for the dates indicated:

	Option Adjusted Spread				Prepayment Speeds
Excess Spread Financing - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change
September 30, 2025
Excess spread financing	$	12	$	24	$	8	$	16

December 31, 2024
Excess spread financing	$	13	$	28	$	8	$	17

These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects. Also, a positive change in the above assumptions would not necessarily correlate with the corresponding decrease in the net carrying amount of the excess spread financing. Excess spread financing’s cash flow assumptions that are utilized in determining fair value are based on the related cash flow assumptions used in the financed MSRs. Any fair value change recognized in the financed MSRs attributable to related cash flows assumptions would inherently have an inverse impact on the carrying amount of the related excess spread financing.

Mortgage Servicing Rights Financing - Fair Value

The Company had MSR financing liability of $23 and $32 as of September 30, 2025 and December 31, 2024. Refer to Note 13, Fair Value Measurements, for key weighted-average inputs and assumptions used in the valuation of the MSR financing liability.

Revenues - Service related, net

The following table sets forth the items comprising total “revenues - service related, net”:

	Three Months Ended September 30,						Nine Months Ended September 30,
Revenues - Service related, net	2025			2024			2025			2024
Contractually specified servicing fees⁽¹⁾	$	609		$	556			1,840			1,617
Other service-related income⁽¹⁾		26			18			80			56
Incentive and modification income⁽¹⁾		17			16			64			50
Servicing late fees⁽¹⁾		40			33			116			94
Mark-to-market adjustments - Servicing
MSR MTM		(164	)		(388	)		(374	)		(44	)
Gain on MSR hedging activities		130			289			310			64
Loss (gain) on MSR and excess yield sales		(2	)		(1	)		(14	)		10
Reclassifications to reserve provision⁽²⁾		(7	)		(5	)		(23	)		(17	)
Excess spread / MSR financing MTM		(4	)		(20	)		4			(26	)
Total mark-to-market adjustments - Servicing		(47	)		(125	)		(97	)		(13	)
Amortization, net of accretion
MSR amortization		(302	)		(245	)		(820	)		(650	)
Excess spread accretion		9			10			26			28
Total amortization, net of accretion		(293	)		(235	)		(794	)		(622	)
Originations service related fees⁽³⁾		33			24			89			59
Corporate/Xome service related fees		16			18			49			60
Other⁽⁴⁾		(18	)		(17	)		(52	)		(50	)
Total revenues - Service related, net	$	383		$	288		$	1,295		$	1,251

⁽¹⁾	Amounts include subservicing related revenues. Amounts also include servicing fees from loans sold with servicing retained of $214 and $189 for the three months ended September 30, 2025 and 2024, respectively and $625 and $563 for the nine months ended September 30, 2025 and 2024, respectively.
⁽²⁾	Reclassifications to reserve provision include the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio.
⁽³⁾	Amounts include fees collected from customers for originated loans and from other lenders for loans purchased through the correspondent channel, and include loan application, underwriting, and other similar fees.
⁽⁴⁾	Other represents the excess servicing fee that the Company pays to the counterparties under the excess spread financing arrangements, portfolio runoff and the payments made associated with MSR financing arrangements.

4. Advances and Other Receivables

Advances and other receivables, net, consists of the following:

Advances and Other Receivables, Net	September 30, 2025			December 31, 2024
Servicing advances, net of $5 and $6 purchase discount, respectively	$	1,089		$	1,410
Receivables from agencies, investors and prior servicers		39			47
Reserves		(123	)		(112	)
Total advances and other receivables, net	$	1,005		$	1,345

The following table sets forth the activities of the servicing reserves for advances and other receivables:

	Three Months Ended September 30,						Nine Months Ended September 30,
Reserves for Advances and Other Receivables	2025			2024			2025			2024
Balance - beginning of period	$	116		$	149		$	112		$	170
Provision⁽¹⁾		18			8			54			19
Reclassifications⁽²⁾		1			6			(4	)		23
Write-offs⁽³⁾		(12	)		(48	)		(39	)		(97	)
Balance - end of period	$	123		$	115		$	123		$	115

⁽¹⁾	The Company recorded a provision of $7 and $5 through the MTM adjustments in “revenues - service related, net” in the condensed consolidated statements of operations during the three months ended September 30, 2025 and 2024, respectively, and a provision of $23 and $17 during the nine months ended September 30, 2025 and 2024, respectively.
⁽²⁾	Reclassifications represent required reserves provisioned within other balance sheet accounts as associated serviced loans become inactive or liquidate.
⁽³⁾	Write-offs represent balances removed from the servicing platform during the respective periods, including fully reserved balances related to third-party settlements where further loss recovery of prior servicer errors is limited.

Purchase Discount for Advances and Other Receivables

Purchase discounts for servicing advances was $5 and $7 as of September 30, 2025 and 2024, respectively. There was immaterial utilization of purchase discounts during the three and nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, the Company utilized $5 and $6 of the purchase discounts, respectively.

Credit Loss for Advances and Other Receivables

The following table sets forth the activities of the CECL allowance for advances and other receivables:

	Three Months Ended September 30,						Nine Months Ended September 30,
CECL Allowance for Advances and Other Receivables	2025			2024			2025			2024
Balance - beginning of period	$	11		$	19		$	13		$	35
Provision		1			1			—			4
Write-offs⁽¹⁾		(4	)		(2	)		(5	)		(21	)
Balance - end of period⁽²⁾	$	8		$	18		$	8		$	18

⁽¹⁾	Write-offs represent balances removed from the servicing platform during the respective periods, including fully reserved balances related to third-party settlements where further loss recovery of prior servicer errors is limited.
⁽²⁾	Amounts were included in reserves.

The Company determined that the credit-related risk associated with applicable financial instruments typically increases with the passage of time. The CECL reserve methodology considers these financial instruments collectible to a point in time of 39 months. Any projected remaining balance at the end of the collection period is considered a loss and factors into the overall CECL loss rate required.

5. Mortgage Loans Held for Sale

Mortgage loans held for sale are recorded at fair value as set forth below:

Mortgage Loans Held for Sale	September 30, 2025		December 31, 2024
Mortgage loans held for sale – UPB	$	2,654	$	2,187
Mark-to-market adjustment⁽¹⁾		72		24
Total mortgage loans held for sale	$	2,726	$	2,211

⁽¹⁾

The mark-to-market adjustment includes net change in unrealized gain/loss, premium on correspondent loans and certain fees on direct-to-consumer loans. The mark-to-market adjustment is recorded in “revenues - net gain on mortgage loans held for sale” in the condensed consolidated statements of operations.

The following table sets forth the activities of mortgage loans held for sale:

	Nine Months Ended September 30,
Mortgage Loans Held for Sale	2025			2024
Balance - beginning of period	$	2,211		$	927
Loans sold (at carrying value) and loan payments received		(29,497	)		(13,821	)
Mortgage loans originated and purchased, net of fees		28,702			13,664
Repurchase of loans out of Ginnie Mae securitizations⁽¹⁾		1,273			1,171
Net change in unrealized gain on retained loans held for sale		41			23
Net transfers of mortgage loans held for sale⁽²⁾		(4	)		(2	)
Balance - end of period	$	2,726		$	1,962

⁽¹⁾

The Company has the optional right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including being delinquent greater than 90 days. The majority of Ginnie Mae repurchased loans are required to be repurchased in connection with loan modifications and loan resolution activity, with the intent to re-pool into new Ginnie Mae securitizations upon re-performance of the loan or to otherwise sell to third-party investors. Therefore, these loans are classified as held for sale.

⁽²⁾

Amounts reflect transfers to other assets for loans transitioning into REO status and transfers to advances and other receivables, net, for claims made on certain government insurance mortgage loans. Transfers out are net of transfers in upon receipt of proceeds from an REO sale or claim filing.

For the nine months ended September 30, 2025 and 2024, the Company recorded a total realized gain of $7 and $41 from total sales proceeds of $29,635 and $13,896, respectively, on the sale of mortgage loans held for sale.

The total UPB and fair value of mortgage loans held for sale on non-accrual status was as follows:

	September 30, 2025				December 31, 2024
Mortgage Loans Held for Sale	UPB		Fair Value		UPB		Fair Value
Non-accrual⁽¹⁾	$	62	$	53	$	47	$	38

⁽¹⁾	Non-accrual UPB includes $55 and $38 of UPB related to Ginnie Mae repurchased loans as of September 30, 2025 and December 31, 2024, respectively.

The total UPB of mortgage loans held for sale for which the Company has begun formal foreclosure proceedings was $39 and $22 as of September 30, 2025 and December 31, 2024, respectively.

6. Loans Subject to Repurchase from Ginnie Mae

Loans are sold to Ginnie Mae in conjunction with the issuance of mortgage-backed securities. The Company, as the issuer of the mortgage-backed securities, has the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including payments not being received from customers for greater than 90 days. Once the Company has the unilateral right to repurchase a delinquent loan, it has effectively regained control over the loan and recognizes these rights to the loan on its condensed consolidated balance sheets and establishes a corresponding repurchase liability regardless of the Company’s intention to repurchase the loan. The Company had loans subject to repurchase from Ginnie Mae of $1,423 and $1,176 as of September 30, 2025 and December 31, 2024, respectively, which are included in both “other assets” and “payables and other liabilities” in the condensed consolidated balance sheets.

7. Goodwill and Intangible Assets

The Company had goodwill of $141 as of September 30, 2025 and December 31, 2024, and intangible assets of $95 and $119 as of September 30, 2025 and December 31, 2024, respectively. Goodwill and intangible assets are included in “other assets” within the condensed consolidated balance sheets.

8. Derivative Financial Instruments

Derivative instruments are used as part of the overall strategy to manage exposure to interest rate risks related to mortgage loans held for sale and IRLCs (“the pipeline”) and the MSR portfolio. The Company economically hedges the pipeline separately from the MSR portfolio primarily using third-party derivative instruments. Such derivative instruments utilized by the Company include IRLCs, loan purchase commitments (“LPCs”), forward MBS and Treasury futures. The changes in value on the derivative instruments associated with pipeline hedging are recorded in earnings as a component of “revenues - net gain on mortgage loans held for sale” on the condensed consolidated statements of operations and condensed consolidated statements of cash flows, while changes in the value of derivative instruments associated with the MSR portfolio fair value are recorded in “revenues - service related, net” on the condensed consolidated statements of operations and in “loss (gain) on MSR hedging activities” on the condensed consolidated statements of cash flows.

The following tables provide the outstanding notional balances, fair values of outstanding positions and recorded gains/(losses) for the derivative financial instruments. Gains/(losses) include both realized and unrealized gains/(losses) of each derivative financial instrument.

		September 30, 2025				Nine Months Ended September 30, 2025
Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gain/(Loss)
Assets
Mortgage loans held for sale
Loan sale commitments	2025	$	1,006	$	14	$	1
Derivative financial instruments
Treasury futures	2025	$	4,572	$	53	$	114
IRLCs	2025		1,735		48		26
Forward MBS trades	2025		3,118		10		370
LPCs	2025		895		5		—
Total derivative financial instruments - assets		$	10,320	$	116	$	510
Liabilities
Derivative financial instruments
Forward MBS trades	2025	$	13,028	$	64	$	(255	)
Treasury futures	2025		590		5		(5	)
LPCs	2025		620		2		5
IRLCs	2025		67		—		—
Total derivative financial instruments - liabilities		$	14,305	$	71	$	(255	)

		September 30, 2024				Nine Months Ended September 30, 2024
Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gain/(Loss)
Assets
Mortgage loans held for sale
Loan sale commitments	2024	$	992	$	27	$	16
Derivative financial instruments
IRLCs	2024	$	1,464	$	41	$	21
Treasury futures	2024		4,272		16		113
Forward MBS trades	2024		2,152		7		156
LPCs	2024		558		3		—
Total derivative financial instruments - assets		$	8,446	$	67	$	290
Liabilities
Derivative financial instruments
Forward MBS trades	2024	$	9,633	$	44	$	(237	)
LPCs	2024		571		3		(2	)
IRLCs	2024		49		—		—
Total derivative financial instruments - liabilities		$	10,253	$	47	$	(239	)

As of September 30, 2025, the Company held $132 in collateral deposits on derivative instruments. As of December 31, 2024 the Company held $216 and $3 in collateral deposits and collateral obligations on derivative instruments, respectively. Collateral deposits and collateral obligations are recorded in “other assets” and “payables and other liabilities,” respectively, in the condensed consolidated balance sheets. The Company does not offset fair value amounts recognized for derivative instruments with amounts collected or deposited on derivative instruments in the condensed consolidated balance sheets.

9. Indebtedness

Advance, Warehouse and MSR Facilities

					September 30, 2025					December 31, 2024
	Maturity Date	Collateral	Capacity Amount		Outstanding			Collateral Pledged		Outstanding			Collateral Pledged
Advance Facilities
$500 advance facility⁽¹⁾	Jul 2027	Servicing advance receivables	$	500	$	242		$	351	$	285		$	394
$500 advance facility	Aug 2027	Servicing advance receivables		500		248			279		423			475
$350 advance facility	Oct 2026	Servicing advance receivables		350		99			125		119			151
$30 advance facility⁽²⁾	Jul 2026	Servicing advance receivables		30		20			33		22			40
Advance facilities principal amount						609			788		849			1,060

Warehouse Facilities
$1,500 warehouse facility	Jun 2026	Mortgage loans or MBS		1,500		47			46		68			71
$1,200 warehouse facility⁽³⁾	Sep 2027	Mortgage loans or MBS		1,200		258			295		131			148
$1,000 warehouse facility	Oct 2026	Mortgage loans or MBS		1,000		735			772		489			530
$750 warehouse facility	Mar 2027	Mortgage loans or MBS		750		351			382		112			140
$600 warehouse facility	Dec 2025	Mortgage loans or MBS		600		308			314		368			381
$500 warehouse facility	Nov 2025	Mortgage loans or MBS		500		417			433		247			256
$500 warehouse facility	Jun 2026	Mortgage loans or MBS		500		75			81		90			99
$300 warehouse facility	Jun 2026	Mortgage loans or MBS		300		97			99		—			—
$250 warehouse facility	Jul 2026	Mortgage loans or MBS		500		154			166		238			253
$200 warehouse facility	Dec 2026	Mortgage loans or MBS		200		—			—		112			123
$200 warehouse facility⁽⁴⁾	Apr 2025	Mortgage loans or MBS		200		—			—		—			—
$200 warehouse facility ⁽²⁾	Jul 2026	Mortgage loans or MBS		200		48			49		105			105
$100 warehouse facility	Apr 2026	Mortgage loans or MBS		100		—			—		—			—
$100 warehouse facility	Apr 2026	Mortgage loans or MBS		100		22			25		56			62
$1 warehouse facility⁽⁵⁾	Dec 2025	Mortgage loans or MBS		1		—			—		—			—
Warehouse facilities principal amount						2,512			2,662		2,016			2,168

MSR Facilities
$1,750 warehouse facility	Apr 2027	MSR		1,750		800			2,474		950			2,669
$1,500 warehouse facility⁽¹⁾	Jul 2027	MSR		1,500		475			2,720		475			2,607
$950 warehouse facility⁽³⁾	Sep 2027	MSR		950		360			1,552		550			1,711
$950 warehouse facility	Jul 2027	MSR		950		500			974		670			1,066
$500 warehouse facility	Jun 2027	MSR		500		250			472		250			519
$500 warehouse facility	Apr 2027	MSR		500		300			704		250			781
$500 warehouse facility	Jun 2027	MSR		500		150			820		150			726
$500 warehouse facility	Jul 2027	MSR		500		330			590		330			629
$300 warehouse facility	Jun 2027	MSR		300		150			350		—			—
$50 warehouse facility	Nov 2026	MSR		50		25			117		25			80
MSR facilities principal amount						3,340			10,773		3,650			10,788

Advance, warehouse and MSR facilities principal amount						6,461		$	14,223		6,515		$	14,016
Unamortized debt issuance costs						(22	)				(20	)
Advance, warehouse and MSR facilities, net					$	6,439				$	6,495

⁽¹⁾	Total capacity for this facility is $2,000, of which $500 is internally allocated for advance financing and $1,500 is internally allocated for MSR financing; capacity is fully fungible and is not restricted by these allocations.
⁽²⁾	Total capacity for this facility is $200, of which $30 is a sublimit for advance financing.
⁽³⁾	The capacity for this facility is $1,200, of which $950 is a sublimit for MSR financing.
⁽⁴⁾	This facility was terminated in April 2025.
⁽⁵⁾	This facility was under an entity that was sold in July 2025.

The weighted average interest rate for advance facilities was 6.7% and 7.4% for the three months ended September 30, 2025 and 2024, respectively, and 6.8% and 7.6% for the nine months ended September 30, 2025 and 2024, respectively. The weighted average interest rate for warehouse and MSR facilities was 6.1% and 7.6% for the three months ended September 30, 2025 and 2024, respectively, and 6.3% and 7.8% for the nine months ended September 30, 2025 and 2024, respectively.

Unsecured Senior Notes

Unsecured senior notes consist of the following:

Unsecured Senior Notes	September 30, 2025			December 31, 2024
$1,000 face value, 7.125% interest rate payable semi-annually, due February 2032⁽¹⁾	$	1,000		$	1,000
$850 face value, 5.500% interest rate payable semi-annually, due August 2028		850			850
$750 face value, 6.500% interest rate payable semi-annually, due August 2029⁽²⁾		750			750
$650 face value, 5.125% interest rate payable semi-annually, due December 2030		650			650
$600 face value, 6.000% interest rate payable semi-annually, due January 2027		600			600
$600 face value, 5.750% interest rate payable semi-annually, due November 2031		600			600
$550 face value, 5.000% interest rate payable semi-annually, due February 2026		500			500
Unsecured senior notes principal amount		4,950			4,950
Purchase discount and unamortized debt issuance costs		(43	)		(59	)
Unsecured senior notes, net	$	4,907		$	4,891

⁽¹⁾	In February 2024, the Company completed the offering of $1,000 unsecured senior notes due 2032 (the “2032 Notes”) and used the net proceeds from the offering to repay a portion of the amounts outstanding on its MSR facilities.
⁽²⁾	In August 2024, the Company completed the offering of $750 unsecured senior notes due 2029 (the “2029 Notes”) and used the net proceeds from the offering to repay a portion of the amounts outstanding on its MSR facilities.

The ratios included in the indentures for the unsecured senior notes are incurrence-based compared to the customary ratio covenants that are often found in credit agreements that require a company to maintain a certain ratio. The incurrence-based covenants limit the issuer(s) and restricted subsidiaries ability to incur additional indebtedness, pay dividends, make certain investments, create liens, consolidate, merge or sell substantially all of their assets or enter into certain transactions with affiliates. The indentures contain certain events of default, including (subject, in some cases, to customary cure periods and materiality thresholds) defaults based on (i) the failure to make payments under the applicable indenture when due, (ii) breach of covenants, (iii) cross-defaults to certain other indebtedness, (iv) certain bankruptcy or insolvency events, (v) material judgments and (vi) invalidity of material guarantees.

The indentures provide that on or before certain fixed dates, the Company may redeem up to 40% of the aggregate principal amount of the unsecured senior notes with the net proceeds of certain equity offerings at fixed redemption prices, plus accrued and unpaid interest, to the redemption dates, subject to compliance with certain conditions. In addition, the Company may redeem all or a portion of the unsecured senior notes at any time on or after certain fixed dates at the applicable redemption prices set forth in the indentures plus accrued and unpaid interest, to the redemption dates. No notes were repurchased or redeemed during the nine months ended September 30, 2025 and 2024.

As of September 30, 2025, the expected maturities of the Company’s unsecured senior notes based on contractual maturities are as follows:

Year Ending December 31,	Amount
2025	$	—
2026		500
2027		600
2028		850
2029		750
Thereafter		2,250
Total unsecured senior notes principal amount	$	4,950

Financial Covenants

The Company’s credit facilities contain various financial covenants which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements, and profitability requirements, which are measured at Nationstar Mortgage LLC, the Company’s operating subsidiary. The Company was in compliance with its required financial covenants as of September 30, 2025.

10. Securitizations and Financings

Variable Interest Entities

In the normal course of business, the Company enters into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”) determined to be VIEs, which primarily consist of securitization trusts established for a limited purpose. Generally, these SPEs are formed for the purpose of securitization transactions in which the Company transfers assets to an SPE, which then issues to investors various forms of debt obligations supported by those assets.

The Company has determined that the SPEs created in connection with certain advance facilities trusts should be consolidated as the Company is the primary beneficiary of each of these entities.

A summary of the assets and liabilities of the Company’s transactions with VIEs included in the Company’s condensed consolidated balance sheets is presented below:

	September 30, 2025		December 31, 2024
Consolidated Transactions with VIEs	Transfers Accounted for as Secured Borrowings		Transfers Accounted for as Secured Borrowings
Assets
Restricted cash	$	153	$	188
Advances and other receivables, net		755		1,020
Total assets	$	908	$	1,208

Liabilities
Advance facilities, net⁽¹⁾	$	586	$	824
Warehouse facilities, net⁽¹⁾		609		—
MSR facilities, net⁽¹⁾		468		469
Payables and other liabilities		3		3
Total liabilities	$	1,666	$	1,296

⁽¹⁾	Refer to Note 9, Indebtedness, for additional information.

The following table shows a summary of the outstanding collateral and certificate balances for securitization trusts for which the Company was the transferor, including any retained beneficial interests and MSRs, that were not consolidated by the Company:

Unconsolidated Securitization Trusts	September 30, 2025		December 31, 2024
Total collateral balances - UPB	$	735	$	798
Total certificate balances	$	727	$	773

The Company has not retained any variable interests in the unconsolidated securitization trusts that were outstanding as of September 30, 2025 and December 31, 2024. Therefore, it does not have a significant exposure to loss related to these unconsolidated VIEs.

A summary of mortgage loans transferred by the Company to unconsolidated securitization trusts that are 60 days or more past due are presented below:

Principal Amount of Transferred Loans 60 Days or More Past Due		September 30, 2025				December 31, 2024
Unconsolidated securitization trusts		$	72			$	81

11. Earnings Per Share

Basic earnings per share of common stock is computed by dividing net income by the weighted average number of common stock outstanding during the period. Diluted earnings per share of common stock is computed by dividing net income by the sum of the weighted average number of shares of common stock and any dilutive securities outstanding during the period. The Company’s potentially dilutive securities are share-based awards. The Company applies the treasury stock method to determine the dilutive weighted average number of shares of common stock outstanding based on the outstanding share-based awards. As of September 30, 2025 and December 31, 2024, the Company had 10 million preferred shares authorized at par value of $0.00001 per share, with zero shares issued and outstanding and aggregate liquidation preference of zero dollars.

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

The following table sets forth the computation of basic and diluted net income per common share (amounts in millions, except per share amounts):

	Three Months Ended September 30,				Nine Months Ended September 30,
Computation of Earnings Per Share	2025		2024		2025		2024
Net income	$	180	$	80	$	466	$	465

Weighted average shares of common stock outstanding (in thousands):
Basic		63,995		64,272		63,900		64,503
Dilutive effect of stock awards		1,258		1,240		1,241		1,356
Diluted		65,253		65,512		65,141		65,859

Earnings per common share
Basic	$	2.81	$	1.24	$	7.29	$	7.21
Diluted	$	2.76	$	1.22	$	7.15	$	7.06

12. Income Taxes

The effective tax rate for operations was 25.6% and 24.1% for the three and nine months ended September 30, 2025, and 29.1% and 25.2% for the three and nine months ended September 30, 2024, respectively. The effective tax rates differed from the statutory federal rate of 21% primarily due to state tax benefits and nondeductible executive compensation.

The change in effective tax rate during the three and nine months ended September 30, 2025, as compared to 2024, is primarily attributable to the quarterly discrete tax items relative to income before taxes for the respective period, including state income taxes.

13. Fair Value Measurements

Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a three-tiered fair value hierarchy has been established based on the level of observable inputs used in the measurement of fair value (e.g., Level 1 representing quoted prices for identical assets or liabilities in an active market; Level 2 representing values using observable inputs other than quoted prices included within Level 1; and Level 3 representing estimated values based on significant unobservable inputs).

There have been no significant changes to the valuation techniques and inputs used by the Company in estimating fair values of Level 2 and Level 3 assets and liabilities as disclosed in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2024.

The following tables present the estimated carrying amount and fair value of the Company’s financial instruments and other assets and liabilities measured at fair value on a recurring basis:

	September 30, 2025
			Recurring Fair Value Measurements
Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3
Assets
Mortgage servicing rights	$	11,604	$	—	$	—	$	11,604
Mortgage loans held for sale		2,726		—		2,658		68
Equity investments		6		—		—		6
Derivative financial instruments
Treasury futures		53		—		53		—
IRLCs		48		—		—		48
Forward MBS trades		10		—		10		—
LPCs		5		—		—		5

Liabilities
Derivative financial instruments
Forward MBS trades		64		—		64		—
Treasury futures		5		—		5		—
LPCs		2		—		—		2
Excess spread financing		346		—		—		346
Mortgage servicing rights financing		23		—		—		23

	December 31, 2024
			Recurring Fair Value Measurements
Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3
Assets
Mortgage servicing rights	$	11,736	$	—	$	—	$	11,736
Mortgage loans held for sale		2,211		—		2,151		60
Equity investments		9		1		—		8
Derivative financial instruments
IRLCs		22		—		—		22
Forward MBS trades		18		—		18		—
LPCs		6		—		—		6

Liabilities
Derivative financial instruments
Forward MBS trades		95		—		95		—
Treasury futures		59		—		59		—
LPCs		7		—		—		7
Excess spread financing		386		—		—		386
Mortgage servicing rights financing		32		—		—		32

The tables below set forth the activities for all of the Company’s Level 3 assets and liabilities measured at fair value on a recurring basis:

	Nine Months Ended September 30, 2025
	Assets								Liabilities
Fair Value - Level 3 Assets and Liabilities	Mortgage servicing rights			Mortgage loans held for sale			IRLCs		Excess spread financing			Mortgage servicing rights financing
Balance - beginning of period	$	11,736		$	60		$	22	$	386		$	32
Changes in fair value included in earnings		(1,194	)		2			26		5			(9	)
Purchases/additions⁽¹⁾		789			119			—		—			—
Issuances		596			—			—		—			—
Sales/dispositions⁽²⁾		(350	)		(112	)		—		—			—
Repayments		—			(1	)		—		(1	)		—
Settlements		—			—			—		(44	)		—
Other changes		27			—			—		—			—
Balance - end of period	$	11,604		$	68		$	48	$	346		$	23

	Nine Months Ended September 30, 2024
	Assets								Liabilities
Fair Value - Level 3 Assets and Liabilities	Mortgage servicing rights			Mortgage loans held for sale			IRLCs		Excess spread financing			Mortgage servicing rights financing
Balance - beginning of period	$	9,090		$	81		$	21	$	437		$	29
Changes in fair value included in earnings		(694	)		2			20		15			11
Purchases/additions⁽¹⁾		1,640			95			—		—			—
Issuances		267			—			—		—			—
Sales/dispositions⁽²⁾		(297	)		(110	)		—		—			—
Repayments		—			(3	)		—		—			—
Settlements		—			—			—		(49	)		—
Other changes		29			—			—		—			—
Balance - end of period	$	10,035		$	65		$	41	$	403		$	40

⁽¹⁾	Additions for mortgages loans held for sale include loans that are purchased or transferred in.
⁽²⁾	Dispositions for mortgage loans held for sales include loans that are sold or transferred out.

The Company had immaterial equity investments, LPCs assets and LPCs liabilities as of September 30, 2025 and September 30, 2024. No transfers were made in or out of Level 3 fair value assets and liabilities for the Company during the nine months ended September 30, 2025 and 2024.

The table below presents the quantitative information for significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities.

	September 30, 2025									December 31, 2024
	Range						Weighted			Range						Weighted
Level 3 Inputs	Min			Max			Average			Min			Max			Average
MSRs⁽¹⁾
Option adjusted spread⁽²⁾		6.7	%		12.0	%		7.6	%		6.9	%		12.2	%		7.6	%
Prepayment speed		7.3	%		10.4	%		8.8	%		6.8	%		9.3	%		7.7	%
Cost to service per loan⁽³⁾	$	42		$	118		$	58		$	45		$	114		$	58
Average life⁽⁴⁾								7.2 years									7.8 years

Mortgage loans held for sale
Market pricing		45.0	%		97.8	%		85.1	%		45.0	%		97.3	%		80.1	%

IRLCs
Value of servicing (reflected as a percentage of loan commitment)		0.8	%		3.7	%		1.7	%		—	%		3.6	%		1.7	%

Excess spread financing⁽¹⁾
Option adjusted spread⁽²⁾		7.0	%		12.3	%		8.8	%		6.9	%		12.3	%		8.7	%
Prepayment speed		7.6	%		8.3	%		8.0	%		7.2	%		7.6	%		7.5	%
Average life⁽⁴⁾								6.4 years									6.8 years

Mortgage servicing rights financing
Advance financing and counterparty fee rates		7.4	%		8.5	%		7.9	%		7.2	%		9.0	%		8.5	%
Annual advance recovery rates		10.7	%		14.6	%		12.4	%		14.9	%		16.8	%		16.0	%

⁽¹⁾	The inputs are weighted by investor.
⁽²⁾	OAS represents incremental spread above a risk-free rate (one-month SOFR), which is an observable input.
⁽³⁾	Presented in whole dollar amounts.
⁽⁴⁾	Average life is included for informational purposes.

The tables below present a summary of the estimated carrying amount and fair value of the Company’s financial instruments not carried at fair value:

	September 30, 2025
	Carrying		Fair Value
Financial Instruments	Amount		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	762	$	762	$	—	$	—
Restricted cash		184		184		—		—
Advances and other receivables, net		1,005		—		—		1,005
Loans subject to repurchase from Ginnie Mae		1,423		—		1,423		—
Financial liabilities
Unsecured senior notes, net		4,907		—		5,029		—
Advance, warehouse and MSR facilities, net		6,439		—		6,461		—
Liability for loans subject to repurchase from Ginnie Mae		1,423		—		1,423		—

	December 31, 2024
	Carrying		Fair Value
Financial Instruments	Amount		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	753	$	753	$	—	$	—
Restricted cash		220		220		—		—
Advances and other receivables, net		1,345		—		—		1,345
Loans subject to repurchase from Ginnie Mae		1,176		—		1,176		—
Financial liabilities
Unsecured senior notes, net		4,891		—		4,862		—
Advance, warehouse and MSR facilities, net		6,495		—		6,515		—
Liability for loans subject to repurchase from Ginnie Mae		1,176		—		1,176		—

14. Capital Requirements

Fannie Mae, Freddie Mac, Ginnie Mae and certain private label mortgage investors require the Company to maintain minimum net worth (“capital”) requirements, as specified in the respective selling and servicing agreements. In addition, these investors may require capital ratios in excess of the stated requirements to approve large servicing transfers. To the extent that these requirements are not met, the Company’s secondary market investors may utilize a range of remedies ranging from sanctions, suspension or ultimately termination of the Company’s selling and servicing agreements, which would prohibit the Company from further originating or securitizing these specific types of mortgage loans or being an approved servicer. The Company’s various capital requirements related to its outstanding selling and servicing agreements are measured based on the Company’s operating subsidiary, Nationstar Mortgage LLC. As of September 30, 2025, the Company was in compliance with its selling and servicing capital requirements.

15. Commitments and Contingencies

Litigation and Regulatory

The Company and its subsidiaries are routinely and currently involved in a number of legal proceedings, including, but not limited to, judicial, arbitration, regulatory and governmental proceedings related to matters that arise in connection with the conduct of the Company’s business. While it is not possible to predict the outcome of any of these matters, based on the Company’s assessment of the facts and circumstances, it does not believe any of these matters, individually or in the aggregate, will have a material adverse effect on the financial position, results of operations or cash flows of the Company. However, actual outcomes may differ from those expected and could have a material effect on the Company’s financial position, results of operations, or cash flows in a future period.

On November 3, 2023, a putative class action lawsuit was filed against the Company, captioned Cabezas v. Mr. Cooper Group, Inc., No. 23-cv-02453 (“Cabezas”), in the United States District Court for the Northern District of Texas, by plaintiff Jennifer Cabezas purportedly on behalf of a class consisting of those persons impacted by the cybersecurity incident that occurred on October 31, 2023. The class action complaint alleged claims for negligence, negligence per se, breach of express contract, breach of implied contract, invasion of privacy, unjust enrichment, breach of confidence, and breach of fiduciary duty based upon allegations that the Company did not employ reasonable and adequate security measures to protect customer personal information accessed in the cybersecurity incident. The Cabezas complaint sought damages, declaratory and injunctive relief, and an award of costs, attorney fees and expenses, among other relief. Between November 2023 and February 7, 2024, 26 additional putative class actions were filed against the Company asserting substantially similar claims and allegations as those asserted in the Cabezas action. The Cabezas court consolidated all 26 pending cases with the Cabezas action, and the 26 separate matters were administratively closed. By Order dated June 25, 2024, the Cabezas court set July 15, 2024 as the last day for Plaintiffs to file a Consolidated Amended Complaint. On July 15, 2024, plaintiffs Jose Ignacio Garrigo, Izabela Debowcsyk, Joshua Watson, Brett Padalecki, Chris Leptiak, Denver Dale, Emily Burke, Mary Crawford, Kay Pollard, Jonathan Josi, Jeff Price, Mychael Marrone, Katy Ross, Lynette Williams, Karen Lynn Williams, Gary Allen, Larry Siegal, Rohit Burani, Elizabeth Curry, Justin Snider, Linda Hansen, and Deira Robertson (collectively, “Plaintiffs”) filed a Consolidated Class Action Complaint on behalf of themselves and an alleged putative nationwide class of “All individuals residing in the United States whose PII was accessed and/or acquired as a result of the Data Breach announced by Mr. Cooper in or around November 2023,” as well as 15 state subclasses. Plaintiffs assert seven of the same claims as in the original Cabezas complaint, (1) Breach of Express Contract; (2) Breach of Implied Contract; (3) Negligence; (4) Negligence Per Se; (5) Unjust Enrichment; (6) Invasion of Privacy; (7) Breach of Confidence; as well as a claim for Declaratory and Injunctive Relief, and 19 state law claims. The Consolidated Class Action Complaint seeks damages, injunctive relief, disgorgement and restitution, and an award of costs, attorney fees and expenses, among other relief. The Cabezas court set September 13, 2024 as the last day for Defendants to move to dismiss the Consolidated Class Action Complaint. On September 13, 2024, the Company filed a motion to dismiss the Consolidated Class Action Complaint. Plaintiffs opposed the motion and the Company filed a reply in further support of its motion on March 27, 2025. On July 22, 2025, the Court issued an Opinion & Order on Defendants’ motion which granted the motion to dismiss in-part. The Order granted the motion as to the standing arguments on the declaratory judgment claim and injunctive relief but otherwise held that plaintiffs have standing to pursue their claims. The Order also granted the motion as to the breach of express contract, unjust enrichment, invasion of privacy, and breach of confidence claims and denied the motion to dismiss as to the breach of implied contract and negligence claims. The Court deferred ruling on the negligence per se and individual state law claims until a ruling on class certification. On August 18, 2025, the Court issued a scheduling order setting the following deadlines: Plaintiffs’ deadline to serve the Motion for Class Certification is November 24, 2025; Class Certification discovery closes on March 30, 2026; Defendants’ deadline to oppose the Class Certification motion is April 14, 2026; Plaintiffs’ deadline to serve a reply in further support of Class Certification is May 14, 2026 and the Class Certification briefing submission date is May 29, 2026.

The Company will continue to monitor legal matters for further developments that could affect the amount of the accrued liability that has been previously established. Legal-related expenses for the Company include legal settlements and the fees paid to external legal service providers and are included in general and administrative expenses on the condensed consolidated statements of operations. The Company recorded legal-related expenses, net of recoveries, which includes legal settlements and fees paid to external legal service providers, of $11 and $36 during the three and nine months ended September 30, 2025 and $15 and $34 during the three and nine months ended September 30, 2024, respectively, which are included in “expenses - general and administrative” on the condensed consolidated statements of operations. Management currently believes the aggregate range of reasonably possible loss is $26 to $40 in excess of the accrued liability (if any) related to those matters as of September 30, 2025. For some of these matters, the Company is able to estimate reasonably possible losses above existing reserves and for other matters, such an estimate is not possible at this time. This estimated range of possible loss is based upon currently available information and is subject to significant judgment, numerous assumptions and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary substantially from the current estimate.

Other Loss Contingencies

As part of the Company’s ongoing operations, it acquires servicing rights of mortgage loan portfolios that are subject to indemnification based on the representations and warranties of the seller. From time to time, the Company will seek recovery under these representations and warranties for incurred costs. As of September 30, 2025, the Company believes all recorded balances for which recovery is sought from the seller are valid claims, and no evidence suggests additional reserves are warranted.

As a seller of mortgage loans to Agencies and other third parties, the Company may be required to indemnify or repurchase mortgage loans that fail to meet certain customary representations and warranties made in conjunction with sales of mortgage loans. The repurchase reserve liability related to such customary representations and warranties was $39 and $62 as of September 30, 2025 and December 31, 2024, respectively, which are included in “payables and other liabilities” within the condensed consolidated balance sheets.

Loan and Other Commitments

The Company enters into IRLCs with prospective customers whereby the Company commits to lend a certain loan amount under specific terms and interest rates to the customer. The Company also enters into LPCs with prospective sellers. These loan commitments are treated as derivatives and are carried at fair value. See Note 8, Derivative Financial Instruments, for more information.

16. Segment Information

The Company’s segments reflect the internal reporting used to evaluate operating performance and are based upon the Company’s organizational structure, which focuses primarily on the services offered. The Company’s operations are primarily conducted through two segments: Servicing and Originations. A brief description of the current business segments is as follows:

Servicing: This segment performs operational activities on behalf of investors or owners of the underlying mortgages and mortgage servicing rights, including collecting and disbursing customer payments, investor reporting, customer service, modifying loans where appropriate to help customers stay current, and when necessary performing collections, foreclosures, and the sale of REO. In the fourth quarter of 2024, the Company expanded its servicing and subservicing portfolio with the acquisition and subsequent integration of the mortgage operations from the Flagstar transaction.

Originations: This segment originates residential mortgage loans through its direct-to-consumer channel, which provides refinance options for its existing customers, and through its correspondent channel, which purchases or originates loans from mortgage bankers.

Corporate/Other: Corporate/Other includes the results of Xome’s and Roosevelt Management Company’s operations, the Company’s unallocated overhead expenses (which include the costs of executive management and other corporate functions that are not directly attributable to our operating segments), changes in equity investments and interest expense on our unsecured senior notes. In addition, Corporate/Other includes eliminations related to intersegment hedge fair value changes. Functional expenses are allocated to individual segments based on the actual cost of services performed, direct resource utilization, or headcount percentage for shared services. Facility costs are allocated to individual segments based on cost per headcount for specific facilities utilized. Group insurance costs are allocated to individual segments based on global cost per headcount. Non-allocated corporate expenses include the administrative costs of executive management and other corporate functions that are not directly attributable to the Company’s operating segments. Revenues generated on inter-segment services performed are valued based on similar services provided to external parties. Eliminations are included in Corporate/Other.

The tables below summarize the result of operations and total assets by segment that are provided to the Chief Operating Decision Makers (CODMs), which consists of the Chief Executive Officer, the President and the Chief Financial Officer. Pretax income (loss) is a key measurement used by the CODMs to evaluate segment results and is one of the factors considered in determining capital allocation among the segments and determined in accordance with the measurement principles used in the consolidated financial statements.

	Three Months Ended September 30, 2025
Financial Information by Segment	Servicing			Originations			Corporate/Other			Consolidated
Revenues
Service related, net	$	334		$	33		$	16		$	383
Net gain on mortgage loans held for sale		7			177			—			184
Total revenues		341			210			16			567
Expenses
Salaries, wages and benefits		95			58			47			200
General and administrative		76			39			27			142
Total expenses		171			97			74			342
Interest income		191			40			1			232
Interest expense		(95	)		(37	)		(81	)		(213	)
Other expenses, net		—			—			(2	)		(2	)
Total other income (expenses), net		96			3			(82	)		17
Income (loss) before income tax expense (benefit)	$	266		$	116		$	(140	)	$	242
Depreciation and amortization for property and equipment and intangible assets	$	7		$	1		$	3		$	11
Total assets	$	14,683		$	2,765		$	1,631		$	19,079

	Three Months Ended September 30, 2024
Financial Information by Segment	Servicing			Originations			Corporate/Other			Consolidated
Revenues
Service related, net	$	246		$	24		$	18		$	288
Net gain on mortgage loans held for sale		10			126			—			136
Total revenues		256			150			18			424
Expenses
Salaries, wages and benefits		86			50			46			182
General and administrative		94			33			26			153
Total expenses		180			83			72			335
Interest income		201			25			1			227
Interest expense		(100	)		(23	)		(76	)		(199	)
Other expenses, net		—			—			(5	)		(5	)
Total other income (expenses), net		101			2			(80	)		23
Income (loss) before income tax expense (benefit)	$	177		$	69		$	(134	)	$	112
Depreciation and amortization for property and equipment and intangible assets	$	2		$	—		$	7		$	9
Total assets	$	12,462		$	2,001		$	1,723		$	16,186

	Nine Months Ended September 30, 2025
Financial Information by Segment	Servicing			Originations			Corporate/Other			Consolidated
Revenues
Service related, net	$	1,157		$	89		$	49		$	1,295
Net gain on mortgage loans held for sale		21			419			—			440
Total revenues		1,178			508			49			1,735
Expenses
Salaries, wages and benefits		274			166			144			584
General and administrative		285			126			107			518
Total expenses		559			292			251			1,102
Interest income		532			102			4			638
Interest expense		(307	)		(93	)		(243	)		(643	)
Other expenses, net		—			—			(14	)		(14	)
Total other income (expenses), net		225			9			(253	)		(19	)
Income (loss) before income tax expense (benefit)	$	844		$	225		$	(455	)	$	614
Depreciation and amortization for property and equipment and intangible assets	$	28		$	5		$	7		$	40
Total assets	$	14,683		$	2,765		$	1,631		$	19,079

	Nine Months Ended September 30, 2024
Financial Information by Segment	Servicing			Originations			Corporate/Other			Consolidated
Revenues
Service related, net	$	1,132		$	59		$	60		$	1,251
Net gain on mortgage loans held for sale		30			290			—			320
Total revenues		1,162			349			60			1,571
Expenses
Salaries, wages and benefits		255			124			130			509
General and administrative		281			90			72			443
Total expenses		536			214			202			952
Interest income		521			52			1			574
Interest expense		(303	)		(48	)		(205	)		(556	)
Other expenses, net		—			—			(16	)		(16	)
Total other income (expenses), net		218			4			(220	)		2
Income (loss) before income tax expense (benefit)	$	844		$	139		$	(362	)	$	621
Depreciation and amortization for property and equipment and intangible assets	$	7		$	2		$	16		$	25
Total assets	$	12,462		$	2,001		$	1,723		$	16,186

17. Subsequent Events

In preparing these condensed consolidated financial statements, the Company evaluated events and transactions for potential recognition or disclosure through October 31, 2025, the date these condensed consolidated financial statements were issued.

Merger of Mr. Cooper Group Inc. and Rocket Companies, Inc.

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

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

In the following unaudited pro forma condensed combined financial information and the accompanying notes, unless the context otherwise requires, references to “Rocket,” “we,” “us,” “our” and the “Company” refer to Rocket Companies, Inc. and its consolidated subsidiaries. Additional terms used in the unaudited pro forma condensed combined financial information and the accompanying notes are defined throughout this section. All dollar amounts presented are in millions, except per share amounts.

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the following transactions (collectively the “Transactions”):

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

	o	Rock Holdings Inc. (“RHI”) contributed all assets and liabilities of RHI (other than its common limited liability company interests (the “Holdings LLC Units”) of Rocket, LLC (“Holdings LLC”), its shares of Class D common stock, par value $0.00001 per share of Rocket (“Class D common stock”) and equity interests in Rocket Community Fund, Woodward Insurance Holdings LLC and Woodward Insurance LLC (such entities collectively the “Retained Entities”)) to RHI II (as defined below), and distributed the interests in RHI to the holders of voting common shares of RHI. Thereafter, RHI merged with and into a wholly owned subsidiary of Rocket.
	o	Rocket effected an internal reorganization pursuant to which the separate existence of Holdings LLC ceased and Eclipse Merger Limited Partnership (“Holdings LP”) continued as the surviving entity under the name “Rocket Limited Partnership,” and each issued and outstanding Holdings LLC Unit was exchanged for a number of fully paid and nonassessable partnership units of Holdings LP (“Holdings LP Units”).
	o	Rocket amended its certificate of incorporation to authorize a new class of Class L common stock, par value $0.00001 per share (“Class L common stock”). Each shareholder of RHI received a number of shares of Class L common stock equal to (1) the number of shares of RHI (“RHI Shares”) held by such RHI shareholder multiplied by (2) the ratio of the number of shares of Class D common stock owned by RHI to the number of all outstanding RHI Shares, which was 56.54 shares of Class L common stock per each RHI Share. Mr. Gilbert, in consideration for his Class D common stock and paired Holdings LP Units, received a number of newly issued shares of Class L common stock equivalent to one share of Class L common stock for each share of Class D common stock held by Mr. Gilbert. In connection with the above, on June 30, 2025, Rocket issued 1,848,879,455 shares of Class L common stock.
	o	Rocket and RHI II, LLC (“RHI II”) entered into an Indemnity Agreement, pursuant to which, among other things, RHI II agreed to indemnify Rocket for RHI’s liabilities that are not related to Rocket’s business.
	o	The Exchange Agreement between Rocket, RHI, Mr. Gilbert, and Holdings LP was terminated, and certain information and other rights were preserved through a separate letter agreement between Rocket and Mr. Gilbert.
	o	The Rock Acquisition Corporation Shareholders Agreement between RHI and its stockholders was terminated.
	o	The Tax Receivable Agreement between Rocket, RHI and Mr. Gilbert (the “TRA”) and the Amended and Restated Limited Partnership Agreement of Holdings LP were each amended. Following this amendment, the TRA does not apply to any exchanges, including for the avoidance of doubt, any Holdings LLC Units exchanged as part of the reorganization described above, that occur on or following March 9, 2025. Additionally, RHI contributed its rights to receive payments under the TRA in respect of RHI’s prior exchanges to RHI II, LLC, a Michigan limited liability company and a direct wholly owned subsidiary of RHI (“RHI II”), and RHI II completed a joinder, and became party, to the TRA.
	o	Rocket paid a special cash dividend of $0.80 per share to holders of Class A common stock, par value $0.00001 per share (“Class A common stock”) as of March 20, 2025 (“Special Dividend”) on April 3, 2025.

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

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

In connection with entering into the Mr. Cooper Merger Agreement, Rocket entered into a commitment letter (the “Commitment Letter”), dated as of March 31, 2025, with JPMorgan Chase Bank, N.A., which was subsequently amended and restated on April 22, 2025 to include certain additional commitment parties (the “Commitment Parties”), pursuant to which, on the terms and subject to the conditions set forth therein, the Commitment Parties committed to provide a 364-day senior unsecured bridge term loan facility (the “Bridge Facility”) in an aggregate principal amount of up to $4,950, subject to the terms and conditions of the Commitment Letter. The commitment amount under the Commitment Letter was subsequently reduced to $950. The commitment amount was reduced to zero and the Commitment Letter was terminated upon the completion of the Mr. Cooper Financing Transactions (as defined herein).

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

The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2026, three months ended March 31, 2025 and year ended December 31, 2025 gives effect to the Transactions as if they had occurred on January 1, 2025, the first day of Rocket’s fiscal year 2025. The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2026 is based on the unaudited consolidated statement of income (loss) of Rocket for the three months ended March 31, 2026, which includes the results of Redfin and Mr. Cooper. The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2025, combines the unaudited consolidated statement of income (loss) of Rocket for the three months ended March 31, 2025 and the unaudited consolidated statements of income (loss) of Redfin and Mr. Cooper, each for the three months ended March 31, 2025. The unaudited pro forma condensed combined statement of income (loss) for the fiscal year ended December 31, 2025, combines the audited consolidated statement of income (loss) of Rocket for the fiscal year ended December 31, 2025, which includes the results of Redfin and Mr. Cooper from their respective acquisition dates, and the unaudited consolidated statements of income (loss) of Redfin and Mr. Cooper for the pre-acquisition periods of the six months ended June 30, 2025 for Redfin and the nine months ended September 30, 2025 for Mr. Cooper. The unaudited pro forma condensed combined financial information contained herein does not give effect to any of the financial results of Rocket, Redfin, or Mr. Cooper following March 31, 2026.

The historical consolidated financial statements of Rocket, Redfin, and Mr. Cooper have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to the Transactions, which are necessary to account for the Transactions in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable. The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, including the future impacts of Redfin’s 2025 multifamily rental listing arrangement with Zillow Inc. (“Zillow”), or any other business changes or synergies that may result from the Transactions.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

The accompanying notes to the unaudited pro forma condensed combined financial information;

The unaudited consolidated financial statements of Rocket for the three months ended March 31, 2026 and 2025 and the related notes, which are included in Rocket’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, and are incorporated by reference herein;

The audited consolidated financial statements of Rocket for the year ended December 31, 2025 and the related notes, which are included in Rocket’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and are incorporated by reference herein;

The unaudited consolidated financial statements of Redfin for the three months ended March 31, 2025 and the related notes, which are included in Redfin’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and are incorporated by reference herein;

The unaudited consolidated financial statements of Redfin for the six months ended June 30, 2025 and the related notes, which are included in Rocket’s Current Report on Form 8-K filed with the SEC on August 11, 2025, and are incorporated by reference herein;

The unaudited consolidated financial statements of Mr. Cooper for the three months ended March 31, 2025 and the related notes, which are included in Mr. Cooper’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and are incorporated by reference herein; and

The unaudited consolidated financial statements of Mr. Cooper for the nine months ended September 30, 2025 and the related notes, which are included in this Rocket’s Current Report on Form 8-K, on which this unaudited pro forma condensed combined financial information is attached and are incorporated by reference herein;

Accounting for the Transactions

The mergers pursuant to the Transaction Agreement (the “Up-C Collapse Mergers”) have been accounted for as an equity reorganization of Rocket, under which the stockholders of RHI became direct stockholders of Rocket. Pursuant to the Transaction Agreement, RHI stockholders exchanged their shares in RHI for shares of Class L common stock. At the effective time of the Up-C Collapse Mergers, RHI’s only material assets were its equity interests in Rocket and RHI did not have material liabilities, which would be required to be disclosed in its financial statements.

The Redfin Merger was accounted for as a business combination using the acquisition method with Rocket as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the aggregate merger consideration was allocated to Redfin’s assets acquired and liabilities assumed based upon their estimated fair values as of July 1, 2025. The process of valuing the net assets of Redfin immediately prior to the Redfin Merger, as well as evaluating accounting policies for conformity, is substantially complete; however, the tax-related liabilities and other contingencies are preliminary and subject to change as additional information becomes available and certain tax matters are finalized. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed were recorded as goodwill. Refer to Note 1 - Basis of Presentation for more information.

The Mr. Cooper Mergers were accounted for as a business combination using the acquisition method with Rocket as the accounting acquirer in accordance with ASC Topic 805, Business Combinations. Under this method of accounting, the aggregate merger consideration was allocated to Mr. Cooper’s assets acquired and liabilities assumed based upon their estimated fair values as of October 1, 2025. The process of valuing the net assets of Mr. Cooper immediately prior to the Mr. Cooper Mergers, as well as evaluating accounting policies for conformity, is substantially complete; however, the tax-related liabilities and other contingencies are preliminary and subject to change as additional information becomes available and certain tax matters are finalized. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed were recorded as goodwill. Refer to Note 1 - Basis of Presentation for more information.

All financial data included in the unaudited pro forma condensed combined financial information is presented in millions of U.S. Dollars unless otherwise noted, and it has been prepared on the basis of U.S. GAAP and Rocket’s accounting policies. The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Transactions had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company.

Rocket Companies, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income (Loss)

For the Three Months Ended March 31, 2026

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

	Rocket			Redfin Transaction Accounting Adjustments			(Note 4)	Mr. Cooper Transaction Accounting Adjustments			(Note 6)	Mr. Cooper Financing Adjustments		(Note 7)	Rocket Pro Forma Combined
Revenue
Gain on sale of loans:
Gain on sale of loans excluding fair value of originated MSRs, net	$	688		$	-			$	-			$	-		$	688
Fair value of originated MSRs		688			-				-				-			688
Gain on sale of loans, net		1,376			-				-				-			1,376
Loan servicing income:
Servicing fee income		1,083			-				-				-			1,083
Change in fair value of MSRs, net		(485	)		-				-				-			(485	)
Loan servicing income, net		598			-				-				-			598
Interest income		507			-				-				-			507
Other income		460			-				-				-			460
Total revenue, net		2,941			-				-				-			2,941
Expenses
Salaries, commissions, and team member benefits		1,079			(3	)	(a)		(17	)	(a)		-			1,059
General and administrative expenses		535			-				-				-			535
Marketing and advertising expenses		345			-				-				-			345
Interest expense		349			-				-				-			349
Depreciation and amortization		146			-				-				-			146
Other expenses		87			-				-				-			87
Total expenses		2,541			(3	)			(17	)			-			2,521
Income (loss) before income taxes		400			3				17				-			420
(Provision for) benefit from income taxes		(103	)		6		(d)		(4	)	(d)		-			(101	)
Net income (loss)		297			9				13				-			319
Net (income) loss attributable to non-controlling interest		-			-				-				-			-
Net income (loss) attributable to Rocket Companies	$	297		$	9			$	13			$	-		$	319

Earnings (loss) per share of common stock																Note (8)
Basic	$	0.11			-				-				-		$	0.11
Diluted	$	0.10			-				-				-		$	0.11
Weighted average shares outstanding
Basic		2,828,455,368			-				-				-			2,828,455,368
Diluted		2,846,974,742			-				-				-			2,846,974,742

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Rocket Companies, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income

For the Three Months Ended March 31, 2025

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

	Rocket			Up-C Collapse			(Note 2)	Rocket Pro Forma for Up-C Collapse			Redfin Reclassified (Note 3)			Redfin Transaction Accounting Adjustments			(Note 4)	Rocket Pro Forma Adjusted for Redfin Merger			Mr. Cooper Reclassified (Note 5)			Mr. Cooper Transaction Accounting Adjustments			(Note 6)	Mr. Cooper Financing Adjustments			(Note 7)	Rocket Pro Forma Combined
Revenue
Gain on sale of loans:
Gain on sale of loans excluding fair value of originated MSRs, net	$	507		$	-			$	507		$	24		$	-			$	531		$	(17	)	$	-			$	-			$	514
Fair value of originated MSRs		265			-				265			3			-				268			164			-				-				432
Gain on sale of loans, net		772			-				772			27			-				799			147			-				-				946
Loan servicing income:
Servicing fee income		401			-				401			-			-				401			688			-				-				1,089
Change in fair value of MSRs, net		(449	)		-				(449	)		-			-				(449	)		(295	)		-				-				(744	)
Loan servicing income, net		(48	)		-				(48	)		-			-				(48	)		393			-				-				345
Interest income		201			-				201			3			-				204			197			-				-				401
Other income		176			-				176			192			-				368			21			-				-				389
Total revenue, net		1,101			-				1,101			222			-				1,323			758			-				-				2,081
Expenses
Salaries, commissions, and team member benefits		610			1		(a)		611			185			6		(a)		802			201			99		(a)		-				1,102
General and administrative expenses		261			(3	)	(a)		258			60			-				318			131			-				-				449
Marketing and advertising expenses		276			-				276			41			-				317			11			-				-				328
Interest expense		109			-				109			10			1		(b)		120			204			(82	)	(b)		96		(a)		321
		-			-				-			-			-				-			-			-				(17	)	(b)		-
Depreciation and amortization		27			-				27			10			44		(c)		81			18			66		(c)		-				165
Other expenses		41			-				41			9			-				50			98			-				-				148
Total expenses		1,324			(2	)			1,322			315			51				1,688			663			83				79				2,513
Income (loss) before income taxes		(223	)		2				(221	)		(93	)		(51	)			(365	)		95			(83	)			(79	)			(432	)
(Provision for) benefit from income taxes		11			42		(b)		53			-			35		(d)		88			(7	)		4		(d)		19		(d)		104
Net income (loss)		(212	)		44				(168	)		(93	)		(16	)			(277	)		88			(79	)			(60	)			(328	)
Net (income) loss attributable to non-controlling interest		202			(202	)	(c)		-			-			-				-			-			-				-				-
Net income (loss) attributable to Rocket Companies	$	(10	)	$	(158	)		$	(168	)	$	(93	)	$	(16	)		$	(277	)	$	88		$	(79	)		$	(60	)		$	(328	)

Earnings (loss) per share of common stock																																	Note (8)
Basic	$	(0.07	)		-				-			-			-				-			-			-				-			$	(0.12	)
Diluted	$	(0.08	)		-				-			-			-				-			-			-				-			$	(0.12	)
Weighted average shares outstanding
Basic		147,717,296			1,848,879,483				-			-			103,391,679				-			-			705,205,413				-				2,805,193,871
Diluted		2,001,936,379			-				-			-			103,391,679				-			-			705,205,413				-				2,810,533,471

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Rocket Companies, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income

For the Year Ended December 31, 2025

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

	Rocket			Up-C Collapse			(Note 2)	Rocket Pro Forma for Up-C Collapse			Redfin Reclassified (Note 3)			Redfin Transaction Accounting Adjustments			(Note 4)	Rocket Pro Forma Adjusted for Redfin Merger			Mr. Cooper Reclassified (Note 5)			Mr. Cooper Transaction Accounting Adjustments			(Note 6)	Mr. Cooper Financing Adjustments			(Note 7)	Rocket Pro Forma Combined
Revenue
Gain on sale of loans:
Gain on sale of loans excluding fair value of originated MSRs, net	$	2,086		$	-			$	2,086		$	49		$	-			$	2,135		$	(63	)	$	-			$	-			$	2,072
Fair value of originated MSRs		1,721			-				1,721			7			-				1,728			595			-				-				2,323
Gain on sale of loans, net		3,807			-				3,807			56			-				3,863			532			-				-				4,395
Loan servicing income:
Servicing fee income		2,317			-				2,317			-			-				2,317			2,031			-				-				4,348
Change in fair value of MSRs, net		(1,530	)		-				(1,530	)		-			-				(1,530	)		(895	)		-				-				(2,425	)
Loan servicing income, net		787			-				787			-			-				787			1,136			-				-				1,923
Interest income		1,191			-				1,191			8			-				1,199			662			-				-				1,861
Other income		1,286			-				1,286			441			-				1,727			68			-				-				1,795
Total revenue, net		7,071			-				7,071			505			-				7,576			2,398			-				-				9,974
Expenses
Salaries, commissions, and team member benefits		3,307			3		(a)		3,310			376			(9	)	(a)		3,677			620			2		(a)		-				4,299
General and administrative expenses		1,439			9		(a)		1,448			120			-				1,568			361			-				-				1,929
Marketing and advertising expenses		1,088			-				1,088			87			-				1,175			35			-				-				1,210
Interest expense		839			-				839			21			(1	)	(b)		859			606			(246	)	(b)		384		(a)		1,380
		-			-				-			-			-				-			-			-				(55	)	(b)		-
		-			-				-			-			-				-			-			-				(168	)	(c)		-
Depreciation and amortization		290			-				290			20			88		(c)		398			40			163		(c)		-				601
Other expenses		322			-				322			12			-				334			122			-				-				456
Total expenses		7,285			12				7,297			636			78				8,011			1,784			(81	)			161				9,875
Income (loss) before income taxes		(214	)		(12	)			(226	)		(131	)		(78	)			(435	)		614			81				(161	)			99
(Provision for) benefit from income taxes		(20	)		74		(b)		54			-			50		(d)		104			(148	)		(18	)	(d)		38		(d)		(24	)
Net income (loss)		(234	)		62				(172	)		(131	)		(28	)			(331	)		466			63				(123	)			75
Net (income) loss attributable to non-controlling interest		166			(166	)	(c)		-			-			-				-			-			-				-				-
Net income (loss) attributable to Rocket Companies	$	(68	)	$	(104	)		$	(172	)	$	(131	)	$	(28	)		$	(331	)	$	466		$	63			$	(123	)		$	75

Earnings (loss) per share of common Stock																																	Note (8)
Basic	$	(0.05	)		-				-			-			-				-			-			-				-			$	(0.03	)
Diluted	$	(0.05	)		-				-			-			-				-			-			-				-			$	(0.03	)
Weighted average shares outstanding
Basic		1,322,362,708			911,776,183				-			-			51,695,840				-			-			528,904,060				-				2,814,738,791
Diluted		1,322,362,708			911,776,183				-			-			51,695,840				-			-			528,904,060				-				2,814,738,791

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

Note 1 – Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X.

The pro forma condensed combined statements of income (loss), including all adjustments, were prepared in accordance with U.S. GAAP, presented in U.S. dollars, and give effect to each of the following transactions:

Up-C Collapse

As discussed in Note 2, the unaudited pro forma condensed combined financial information reflects the effects of the Up-C Collapse, which was accounted for as a reorganization of entities under common control. The exchange of Class D common stock and Holdings LLC Units for newly issued shares of Class L common stock does not result in a change in control under U.S. GAAP. Accordingly, the historical carrying amounts of assets and liabilities are retained. The elimination of the non-controlling interest in Holdings LLC as part of the Up-C Collapse has been accounted for in accordance with the guidance in ASC 810, Consolidation, with the difference between the carrying amount of the non-controlling interest and the consideration transferred reflected as an equity transaction.

Redfin Merger

As discussed in Note 3, certain reclassifications were made to conform the historical presentation of Redfin to that of Rocket’s financial statement presentation. Rocket has completed its evaluation of Redfin’s accounting policies and has determined that no significant adjustments were necessary to conform Redfin’s financial statements to the accounting policies used by Rocket.

The unaudited pro forma condensed combined financial information was prepared by applying the acquisition method of accounting in accordance with ASC 805, with Rocket as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement, and based on the historical financial statements of Rocket and Redfin. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value (or other measurement as directed by ASC 805), while transaction costs associated with the business combination are expensed as incurred. The process of valuing the net assets of Redfin immediately prior to the Redfin Merger, as well as evaluating accounting policies for conformity, is substantially complete; however, the tax-related liabilities and other contingencies are preliminary and subject to change as additional information becomes available and certain tax matters are finalized. The excess of merger consideration over the estimated fair value of assets acquired and liabilities assumed was allocated to goodwill.

Mr. Cooper Mergers

As discussed in Note 5, certain reclassifications were made to conform the historical presentation of Mr. Cooper to that of Rocket’s financial statement presentation. Rocket has completed its evaluation of Mr. Cooper’s accounting policies and has determined that no significant adjustments were necessary to conform Mr. Cooper’s financial statements to the accounting policies used by Rocket.

The unaudited pro forma condensed combined financial information was prepared by applying the acquisition method of accounting in accordance with ASC 805, with Rocket as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement, and based on the historical financial statements of Rocket and Mr. Cooper. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value (or other measurement as directed by ASC 805), while transaction costs associated with the business combination are expensed as incurred. The process of valuing the net assets of Mr. Cooper immediately prior to the Mr. Cooper Mergers, as well as evaluating accounting policies for conformity, is substantially complete; however, the tax-related liabilities and other contingencies are preliminary and subject to change as additional information becomes available and certain tax matters are finalized. The excess of merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, was allocated to goodwill.

The Mr. Cooper Financing Transactions

The Mr. Cooper Mergers triggered change in control provisions contained in certain of Mr. Cooper’s outstanding debt facilities (including the Mr. Cooper Notes) that required the repayment of such indebtedness. Consequently, Rocket entered into the Commitment Letter with the Commitment Parties, pursuant to which the Commitment Parties committed to provide the Bridge Facility with a capacity up to $4,950. The commitment amount under the Commitment Letter was subsequently reduced to $950 and, upon completion of the Mr. Cooper Financing Transactions, the commitment amount was further reduced to zero. The Company did not draw on the Bridge Facility, as it incurred permanent financing in the form of $4,000 of Senior Notes. Rocket used the proceeds from the notes to fund the Mr. Cooper Financing Transactions, and after consummation of the Transactions, will repay secured debt of Rocket and its consolidated subsidiaries (including Redfin, Mr. Cooper, and their subsidiaries). The debt issuance costs associated with the exchanged Mr. Cooper Notes have been capitalized and are amortized over the term of the notes. On October 1, 2025, Rocket repaid or exchanged, pursuant to the tender offer and the exchange offer described above, (a) $574 of Mr. Cooper’s 5.125% senior notes due 2030, (b) $536 of Mr. Cooper’s 5.750% senior notes due 2031, (c) $738 of Mr. Cooper’s 6.500% senior notes due 2029, and (d) $955 of Mr. Cooper’s 7.125% senior notes due 2032. Additionally, through the related consent solicitations, Rocket amended certain provisions of the above Mr. Cooper Notes, among which eliminated the change of control repurchase requirements of such notes.

Overall Presentation

The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2026 has been prepared as if the Transactions had occurred on January 1, 2025 and is based on Rocket’s historical statement of income (loss) for the three months ended March 31, 2026 which includes the results of Redfin and Mr. Cooper.

The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2025 has been prepared as if the Transactions had occurred on January 1, 2025 and combines Rocket’s historical statement of income (loss) for the three months ended March 31, 2025 with the historical statements of income (loss) for Redfin and Mr. Cooper, each for the three months ended March 31, 2025.

The unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2025 has been prepared as if the Transactions had occurred on January 1, 2025 and combines Rocket’s historical statement of income (loss) for the year ended December 31, 2025, which includes the results of Redfin and Mr. Cooper from their respective acquisition dates, with the historical statements of income (loss) for Redfin and Mr. Cooper for the pre-acquisition periods of the six months ended June 30, 2025 for Redfin and nine months ended September 30, 2025 for Mr. Cooper.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

Beginning with the first quarter of 2026, we reclassified certain interest-related activity within the Condensed Consolidated Statements of Income (Loss). Prior period amounts have been reclassified to conform to this presentation. These changes have no impact on prior period consolidated net income, financial position, or cash flows. The Rocket historical amounts for the years ended December 31, 2025, 2024, and 2023 presented within the unaudited pro forma condensed financial information have been recast from historical amounts to conform to the current presentation. The nature and amount of the reclassifications were as follows:

(a)

Deposit income related to revenue earned on deposits and other interest-related income, which were previously classified as a component of Other income, was reclassified to Interest income. The amounts reclassified were $110 for the three months ended March 31, 2025 and $690 for the year ended December 31, 2025.

(b)

Interest expense on funding facilities, which was previously presented as a component of Interest income, net, was reclassified to Interest expense within Expenses. Interest expense was previously captioned as Interest and amortization expense on non-funding debt. The amounts reclassified were $64 for the three months ended March 31, 2025 and $376 for the year ended December 31, 2025.

(c)

Interest expense on non-mortgage activity, which was previously classified as a component of Other expenses, was reclassified to Interest expense. The amounts reclassified were $8 for the three months ended March 31, 2025 and $25 for the year ended December 31, 2025.

(d)

Interest and amortization expense on non-funding debt, which was historically presented as a separate line item, was renamed to Interest expense under the current presentation.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Redfin Merger or Mr. Cooper Mergers and integration costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that Rocket believes are reasonable under the circumstances. Rocket is not aware of any material transactions between Rocket and Redfin, Rocket and Mr. Cooper, and Redfin and Mr. Cooper during the periods presented. Accordingly, adjustments to eliminate transactions between Rocket and Redfin, between Rocket and Mr. Cooper, and between Redfin and Mr. Cooper have not been reflected in the unaudited pro forma condensed combined financial information.

Note 2 – Up-C Collapse Adjustments

Adjustments related to the Up-C Collapse in the accompanying unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2025 and the year ended December 31, 2025 are as follows:

(a)

Reflects the consolidation of the operations of the Retained Entities, net of eliminations, as a result of the Up-C Collapse Mergers.

(b)

Reflects the estimated income tax provision assuming Rocket’s unaudited pro forma condensed combined Income (loss) before income taxes had been subject to federal and state income tax as a C-corporation utilizing an estimated blended statutory tax rate of approximately 24% for the three months ended March 31, 2025 and year ended December 31, 2025. The tax rates used for the pro forma financial information were based on the blended statutory tax rate, which differed from the actual effective tax rate. Management evaluated this difference and believes it would not have a material impact on the unaudited pro forma condensed combined financial information.

(c)

Reflects the elimination of the allocation of income (loss) to the non-controlling interest holders on the pro forma statement of income (loss) for the three months ended March 31, 2025 and year ended December 31, 2025, as a result of the transfer of 1,848,879,455 shares of Class D common stock and Holdings LLC Units in exchange for an equivalent number of shares of Class L common stock.

Note 3 – Redfin Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, Rocket’s management performed an analysis of Redfin’s financial information to identify differences in financial statement presentation as compared to the presentation of Rocket. Certain reclassification adjustments have been made to conform Redfin’s historical financial statement presentation to Rocket’s financial statement presentation.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

Refer to the table below for a summary of adjustments made to present Redfin’s consolidated statement of loss for the three months ended March 31, 2025 to conform with that of Rocket’s:

Redfin Historical Statement of Loss Line Items	Redfin Historical for the Three Months Ended March 31, 2025			Reclassification			Rocket Historical Statement of Income (Loss) Line Items⁽¹⁾	Reclassification		Redfin Reclassified for the Three Months Ended March 31, 2025
Revenue		221			(221	)	Gain on sale of loans excluding fair value of originated MSRs, net				24
Cost of revenue		150			(150	)	Revenue		24
Technology and development		40			(40	)	Fair value of originated MSRs				3
Marketing		39			(39	)	Revenue		3
General and administrative		56			(56	)	Interest income				3
Restructuring and reorganization		21			(21	)	Revenue		2
Interest income		1			(1	)	Interest income		1
Interest expense		(8	)		8		Other income				192
Income tax expense		-			-		Revenue		192
Other expense, net		(1	)		1		Salaries, commissions, and team member benefits				185
Net loss		(93	)		-		Cost of revenue		111
							Technology and development		26
							Marketing		5
							General and administrative		29
							Restructuring and reorganization		14
							General and administrative expenses				60
							Cost of revenue		26
							Technology and development		10
							Marketing		1
							General and administrative		23
							Marketing and advertising expenses				41
							Cost of revenue		8
							Marketing		33
							Interest expense				10
							Interest expense		8
							Cost of revenue		2
							Depreciation and amortization				10
							Cost of revenue		2
							Technology and development		4
							General and administrative		4
							Other expenses				9
							Cost of revenue		1
							Restructuring and reorganization		7
							Other expense, net		1
							(Provision for) benefit from income taxes				-
							Net loss				(93	)

¹⁾

The indented Redfin line items listed beneath each Rocket line item represent amounts reclassified from the respective Redfin statement of loss line items to the corresponding Rocket statement of income (loss) line items.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

Refer to the table below for a summary of adjustments made to present Redfin’s consolidated statement of loss for the six months ended June 30, 2025 to conform with that of Rocket’s:

Redfin Historical Statement of Loss Line Items	Redfin Historical for the Six Months Ended June 30, 2025			Reclassification			Rocket Historical Statement of Income (Loss) Line Items⁽¹⁾	Reclassification		Redfin Reclassified for the Six Months Ended June 30, 2025
Revenue		502			(502	)	Gain on sale of loans excluding fair value of originated MSRs, net				49
Cost of revenue		329			(329	)	Revenue		49
Technology and development		78			(78	)	Fair value of originated MSRs				7
Marketing		87			(87	)	Revenue		7
General and administrative		98			(98	)	Interest income				8
Restructuring and reorganization		28			(28	)	Revenue		5
Interest income		3			(3	)	Interest income		3
Interest expense		(16	)		16		Other income				441
Income tax expense		-			-		Revenue		441
Other expense, net		-			-		Salaries, commissions, and team member benefits				376
Net loss		(131	)		-		Cost of revenue		246
							Technology and development		51
							Marketing		10
							General and administrative		50
							Restructuring and reorganization		19
							General and administrative expenses				120
							Cost of revenue		58
							Technology and development		19
							Marketing		2
							General and administrative		40
							Restructuring and reorganization		1
							Marketing and advertising expenses				87
							Cost of revenue		12
							Marketing		75
							Interest expense				21
							Interest expense		16
							Cost of revenue		5
							Depreciation and amortization				20
							Cost of revenue		5
							Technology and development		8
							General and administrative		7
							Other expenses				12
							Cost of revenue		3
							General and administrative		1
							Restructuring and reorganization		8
							(Provision for) benefit from income taxes				-
							Net loss				(131	)

¹⁾

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

Note 4 – Redfin Merger Adjustments

The following pro forma adjustments have been reflected in the Redfin Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statements of income (loss).

Reflects the adjustment to Salaries, commissions and team member benefits with respect to net stock-based compensation expense for Rocket replacement equity awards. The pro forma impacts reflected in Salaries, commissions and team member benefits are shown in the table below:

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2025
Pro forma transaction accounting adjustments:
Removal of historical Redfin stock-based compensation expense	$	(10	)	$	(15	)	$	(65	)
Record stock-based compensation expense from replacement awards		7			21			56
Net pro forma transaction accounting adjustment to Salaries, commissions, and team member benefits	$	(3	)	$	6		$	(9	)

Reflects the pro forma impact to Interest expense as a result of the adjustment to the Redfin senior convertible notes to their fair values based on a 6.0% weighted average interest rate. This adjustment also reflects the elimination of historical interest expense incurred in connection with the Redfin term loan that was settled as a result of the change-in-control. The pro forma impacts reflected in Interest expense are calculated in the table below:

	For the Three Months Ended March 31, 2026		For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2025
Pro forma transaction accounting adjustments:
Removal of historical interest expense	$	-	$	(8	)	$	(33	)
Pro forma interest expense		-		9			32
Net pro forma transaction accounting adjustment to Interest expense	$	-	$	1		$	(1	)

Represents the pro forma impact to Depreciation and amortization as a result of the adjustment to intangible assets, which reflects the elimination of historical Redfin amortization and the recognition of amortization on the fair value of the acquired intangible assets. This adjustment also reflects the elimination of amortization related to capitalized costs that Redfin had previously recharacterized from intangible assets to other assets related to the Zillow partnership announced in February 2025. The pro forma impacts reflected in Depreciation and amortization are shown in the table below:

	For the Three Months Ended March 31, 2026		For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2025
Pro forma transaction accounting adjustments:
Removal of historical Redfin amortization of intangible assets and contract asset⁽¹⁾	$	-	$	(5	)	$	(107	)
Amortization of intangible assets		-		49			195
Net pro forma transaction accounting adjustment to Depreciation and amortization	$	-	$	44		$	88

¹⁾

In March 2025, Redfin had a recharacterization of intangibles assets on its consolidated balance sheet to contract asset as part of the Zillow partnership agreement entered into in February 2025.

The estimated income tax impact on Redfin’s Income (loss) before income taxes, inclusive of the pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the three months ended March 31, 2026, three months ended March 31, 2025, and year ended December 31, 2025, as a result of the release of certain valuation allowance amounts in the Redfin Merger. The tax rates used for the pro forma financial information were based on the blended statutory tax rate, which differed from the actual effective tax rate. Management evaluated this difference and believes it would not have a material impact on the unaudited pro forma condensed combined financial information.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

Note 5 – Mr. Cooper Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, Rocket’s management performed an analysis of Mr. Cooper’s financial information to identify differences in financial statement presentation as compared to the presentation of Rocket. Certain reclassification adjustments have been made to conform Mr. Cooper’s historical financial statement presentation to Rocket’s financial statement presentation.

Refer to the table below for a summary of adjustments made to present Mr. Cooper’s consolidated statement of income (loss) for the three months ended March 31, 2025 to conform with that of Rocket’s:

Mr. Cooper Historical Statement of Operations Line Items	Mr. Cooper Historical for the Three Months Ended March 31, 2025			Reclassification			Rocket Historical Statement of Income (Loss) Line Items ⁽¹⁾	Reclassification			Mr. Cooper Reclassified for the Three Months Ended March 31, 2025
Service related, net		440			(440	)	Gain on sale of loans excluding fair value of originated MSRs, net					(17	)
Net gain on mortgage loans held for sale		120			(120	)	Service related, net		27
Salaries, wages and benefits		193			(193	)	Net gain on mortgage loans held for sale		(44	)
General and administrative		237			(237	)	Fair value of originated MSRs					164
Interest income		189			(189	)	Net gain on mortgage loans held for sale		164
Interest expense		(213	)		213		Servicing fee income					688
Other income (expense), net		(11	)		11		Service related, net		688
Income tax expense		7			(7	)	Change in fair value of MSRs, net					(295	)
Net income		88			-		Service related, net		(295	)
							Interest income					197
							Interest income		197
							Other income					21
							Service related, net		20
							Other income, net		1
							Salaries, commissions and team member benefits					201
							Salaries, wages and benefits		193
							General and administrative		8
							General and administrative expenses					131
							Interest expense		12
							General and administrative		119
							Marketing and advertising expenses					11
							General and administrative		11
							Interest expense⁽²⁾					204
							Interest expense		196
							Interest income		8
							Depreciation and amortization					18
							General and administrative		18
							Other expenses					98
							General and administrative		81
							Interest income		5
							Other income, net		12
							(Provision for) benefit from income taxes					(7	)
							Net income					88

¹⁾

The indented Mr. Cooper line items listed beneath each Rocket line item represent amounts reclassified from the respective Mr. Cooper statement of operations line items to the corresponding Rocket statement of income (loss) line items.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

Refer to the table below for a summary of adjustments made to present Mr. Cooper’s consolidated statement of income (loss) for the nine months ended September 30, 2025 to conform with that of Rocket’s:

Mr. Cooper Historical Statement of Operations Line Items	Mr. Cooper Historical for the Nine Months Ended September 30, 2025			Reclassification			Rocket Historical Statement of Income (Loss) Line Items ⁽¹⁾	Reclassification			Mr. Cooper Reclassified for the Nine Months Ended September 30, 2025
Service related, net		1,295			(1,295	)	Gain on sale of loans excluding fair value of originated MSRs, net					(63	)
Net gain on mortgage loans held for sale		440			(440	)	Service related, net		92
Salaries, wages and benefits		584			(584	)	Net gain on mortgage loans held for sale		(155	)
General and administrative		518			(518	)	Fair value of originated MSRs					595
Interest income		638			(638	)	Net gain on mortgage loans held for sale		595
Interest expense		(643	)		643		Servicing fee income					2,031
Other income (expense), net		(14	)		14		Service related, net		2,031
Income tax expense		148			-		Change in fair value of MSRs, net					(895	)
Net income		466			-		Service related, net		(895	)
							Interest income					662
							Interest income		662
							Other income					68
							Service related, net		67
							Other income (expense), net		1
							Salaries, commissions and team member benefits					620
							Salaries, wages and benefits		583
							General and administrative		37
							General and administrative expenses					361
							General and administrative		325
							Interest expense		35
							Salaries, wages and benefits		1
							Marketing and advertising expenses					35
							General and administrative		35
							Interest expense					606
							Interest expense⁽²⁾		582
							Interest income		24
							Depreciation and amortization					40
							General and administrative		40
							Other expenses					122
							General and administrative		81
							Interest expense		26
							Other income (expense), net		15
							(Provision for) benefit from income taxes					(148	)
							Net income					466

¹⁾

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

Note 6 – Mr. Cooper Mergers Adjustments

The following pro forma adjustments have been reflected in the Mr. Cooper Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statement of income (loss).

Reflects the adjustment to Salaries, commissions and team member benefits with respect to the net stock-based compensation expense for Rocket replacement equity awards. The pro forma impacts reflected in Salaries, commissions and team member benefits are shown in the table below:

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2025
Pro forma transaction accounting adjustments:
Removal of historical Mr. Cooper stock-based compensation expense	$	(24	)	$	(14	)	$	(150	)
Record stock-based compensation expense from replacement awards		7			113			152
Net pro forma transaction accounting adjustment to Salaries, commissions, and team member benefits	$	(17	)	$	99		$	2

Reflects the pro forma impact to Interest expense as a result of the elimination of historical interest expense attributed to the Mr. Cooper Notes that were settled in connection with the Mr. Cooper Mergers, and the amortization of the fair value adjustment on the assumed and exchanged Mr. Cooper Notes. The pro forma impacts reflected in Interest expense are shown in the table below:

	For the Three Months Ended March 31, 2026		For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2025
Pro forma transaction accounting adjustments:
Removal of historical interest expense on settled Mr. Cooper Notes	$	-	$	(79	)	$	(238	)
Removal of historical amortization fair value adjustment on assumed and exchanged Mr. Cooper Notes		-		-			3
Amortization of fair value adjustment on assumed and exchanged Mr. Cooper Notes		-		(3	)		(11	)
Net pro forma transaction accounting adjustment to Interest expense	$	-	$	(82	)	$	(246	)

Represents the pro forma impact to Depreciation and amortization as a result of the adjustment to intangible assets, which reflects the elimination of historical Mr. Cooper amortization and the recognition of amortization on the fair value of the acquired intangible assets. The pro forma impacts reflected in Depreciation and amortization are shown in the table below:

	For the Three Months Ended March 31, 2026		For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2025
Pro forma transaction accounting adjustments:
Removal of historical Mr. Cooper amortization of intangible assets	$	-	$	(10	)	$	(101	)
Amortization of intangible assets		-		76			264
Net pro forma transaction accounting adjustment to Depreciation and amortization	$	-	$	66		$	163

The estimated income tax impact on Mr. Cooper's Income (loss) before income taxes, inclusive of the pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the three months ended March 31, 2026, three months ended March 31, 2025, and year ended December 31, 2025. The tax rates used for the pro forma financial information were based on the blended statutory tax rate, which differed from the actual effective tax rate. Management evaluated this difference and believes it would not have a material impact on the unaudited pro forma condensed combined financial information.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

Note 7 – Mr. Cooper Financing Adjustments

The following pro forma adjustments have been reflected in the Mr. Cooper Financing Adjustments column in the accompanying unaudited pro forma condensed combined statement of income (loss).

Reflects the pro forma impact for interest expense and amortization of deferred financing costs of the 6.125% Senior Notes due 2030 and the 6.375% Senior Notes due 2033 issued by Rocket and the assumed and exchanged Mr. Cooper Notes in Interest expense of $96, and $384 for the three months ended March 31, 2025, and the year ended December 31, 2025, respectively.

Reflects the adjustment to Interest expense for the elimination of the historical interest expense attributed to MSR facilities paid down with the proceeds of the Senior Notes due 2030 and 2033 of $17 and $55 for the three months ended March 31, 2025 and the year ended December 31, 2025, respectively.

Reflects the adjustment to Interest expense for the elimination of the historical interest expense and amortization attributed to the 6.125% Senior Notes due 2030 and the 6.375% Senior Notes due 2033 of $168 for the year ended December 31, 2025.

The estimated income tax impact on the financing pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the three months ended March 31, 2025, and the year ended December 31, 2025. The tax rates used for the pro forma financial information were based on the blended statutory tax rate, which differed from the actual effective tax rate. Management evaluated this difference and believes it would not have a material impact on the unaudited pro forma condensed combined financial information.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Millions, Except Per Share Amounts or Unless Otherwise Noted)

Note 8 – Earnings Per Share

The pro forma basic and diluted weighted average shares outstanding are as follows:

(in 000's)	For the Three Months Ended March 31, 2026		For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2025
Numerator
Pro forma net income (loss)	$	319	$	(328	)	$	75
Special dividend on common stock		-		-			(120	)
Dividend equivalents on unvested Rocket share-based awards		-		-			(27	)
Pro forma net income attributable to common shareholders	$	319	$	(328	)	$	(72	)

Denominator(1)
Historical Rocket weighted average shares outstanding-basic		2,828,455,368		147,717,296			1,322,362,708
Assumed pro forma conversion of Class D shares		-		1,848,879,483			911,776,183
Shares of Class A common stock issued to Redfin stockholders (2)		-		103,391,679			51,695,840
Shares of Class A common stock issued to Mr. Cooper stockholders (3)		-		705,205,413			528,904,060
Pro Forma Weighted average shares of common stock outstanding - basic		2,828,455,368		2,805,193,871			2,814,738,791

Rocket weighted average shares outstanding-diluted		2,828,455,368		147,717,296			1,322,362,708
Assumed pro forma conversion of Class D shares		-		1,848,879,483			911,776,183
Rocket dilutive share-based awards		18,519,374		5,339,600			-
Shares of Class A common stock issued to Redfin stockholders (2)		-		103,391,679			51,695,840
Shares of Class A common stock to Mr. Cooper stockholders (3)		-		705,205,413			528,904,060
Pro Forma Weighted average shares of common stock outstanding - diluted		2,846,974,742		2,810,533,471			2,814,738,791

Pro forma net income per share of common stock outstanding - basic	$	0.11	$	(0.12	)	$	(0.03	)
Pro forma net income per share of common stock outstanding - diluted	$	0.11	$	(0.12	)	$	(0.03	)

⁽¹⁾

Class A common stock and Class L common stock are presented as a single class of common stock for calculating pro forma EPS as both the Class A common stock and Class L common stock share equally in dividends and residual net assets on a per share basis.

⁽²⁾

Shares issued in connection with the Redfin Merger have been adjusted to give pro forma effect as if the transaction had occurred on January 1, 2025.

⁽³⁾

Shares issued in connection with the Mr. Cooper Mergers have been adjusted to give pro forma effect as if the transaction had occurred on January 1, 2025.

Source: View Original Filing on SEC EDGAR

FAQ

What debt offering did Rocket Companies (RKT) announce in this 8-K?

Rocket Companies announced a private Offering of $600 million senior notes due 2031 and $600 million senior notes due 2034. The notes will be guaranteed on a senior unsecured basis by key domestic subsidiaries that already guarantee Rocket’s existing senior notes.

How will Rocket Companies use the proceeds from the new senior notes?

Rocket Companies intends to use proceeds from the $1.2 billion senior notes Offering to repay Rocket Mortgage, LLC’s 2.875% senior notes due 2026 and certain other indebtedness. This shifts its debt maturity profile further out while maintaining access to institutional credit markets.

Who can buy Rocket Companies’ new senior notes?

The new senior notes are being offered only to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S. The notes are not registered under the Securities Act and cannot be sold publicly in the U.S. without registration or an applicable exemption.

What key financial results did Mr. Cooper report before merging with Rocket?

For the quarter ended September 30, 2025, Mr. Cooper reported total revenues of $567 million and net income of $180 million. As of that date, it held total assets of $19.1 billion and stockholders’ equity of $5.2 billion, reflecting a large mortgage servicing platform.

What were the terms of Rocket Companies’ acquisition of Mr. Cooper Group Inc.?

Rocket completed the acquisition of Mr. Cooper Group Inc. on October 1, 2025 in an all-stock transaction valued at $14.2 billion in equity. The deal used an 11.0x exchange ratio and created a combined mortgage and servicing business with substantial scale and pro forma disclosures.

What segments drive Mr. Cooper’s results included in Rocket’s filing?

Mr. Cooper reports three segments: Servicing, Originations, and Corporate/Other. In Q3 2025, Servicing and Originations generated most revenues and pretax income, while Corporate/Other captured overhead, unsecured senior note interest expense, and activities from businesses like Xome and Roosevelt Management Company.

Filing Exhibits & Attachments

6 documents

Rocket Companies (NYSE: RKT) details $1.2B notes Offering and Mr. Cooper merger

Rhea-AI Filing Summary

Positive

Negative

Insights

8-K Event Classification

Key Figures

Key Terms

FAQ

What debt offering did Rocket Companies (RKT) announce in this 8-K?

How will Rocket Companies use the proceeds from the new senior notes?

Who can buy Rocket Companies’ new senior notes?

What key financial results did Mr. Cooper report before merging with Rocket?

What were the terms of Rocket Companies’ acquisition of Mr. Cooper Group Inc.?

What segments drive Mr. Cooper’s results included in Rocket’s filing?

Filing Exhibits & Attachments

Press Releases

Other Documents

Rocket Companies (NYSE: RKT) details $1.2B notes Offering and Mr. Cooper merger

Rhea-AI Filing Summary

Positive

Negative

Insights

Credit & capital structure analyst neutral

8-K Event Classification

Key Figures

Key Terms

FAQ

What debt offering did Rocket Companies (RKT) announce in this 8-K?

How will Rocket Companies use the proceeds from the new senior notes?

Who can buy Rocket Companies’ new senior notes?

What key financial results did Mr. Cooper report before merging with Rocket?

What were the terms of Rocket Companies’ acquisition of Mr. Cooper Group Inc.?

What segments drive Mr. Cooper’s results included in Rocket’s filing?

Filing Exhibits & Attachments

Press Releases

Other Documents