Rocket Companies Inc-A美股招股说明书(2025-05-05版)

Dear Redfin Corporation Stockholder: You are cordially invited to attend a virtual special meeting of stockholders of Redfin Corporation(forpurposes of this letter and Redfin’s notice of the Redfin virtual special meeting of stockholders,“Redfin,” “we,” “us,” or “our”). The Redfin virtual special meeting will be held exclusively online via livewebcast on June4, 2025, at 10:00 a.m., Pacific Time. There will not be a physical meeting location. TheRedfin virtual special meeting can be accessed by visitingwww.virtualshareholdermeeting.com/RDFN2025SM, where you will be able to listen to the meeting and vote online. Please note that you will not be able to attend the Redfin virtual special meeting in person. Webelieve that a virtual stockholder meeting provides greater access to those who may want to attend whileimproving meeting efficiency and reducing costs. At the Redfin virtual special meeting, you will be asked to consider and vote upon a proposal to adoptthe Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”),dated as of March9, 2025, by and among Rocket Companies, Inc. (“Rocket”), a Delaware corporation,Neptune Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Rocket,and Redfin. Upon the terms and subject to the conditions of the Merger Agreement, if the merger iscompleted, Merger Sub will merge with and into Redfin (the “Merger”), with Redfin surviving the Mergeras a wholly owned subsidiary of Rocket. If the Merger Agreement is adopted with the affirmative vote of the holders of a majority of Redfin’scommon stock, $0.001 par value per share (the “Redfin common stock”), entitled to vote on such matter,and the Merger is completed, holders of Redfin common stock (other than shares held by (i)Redfin,including in treasury, (ii)Rocket or (iii)Rocket’s subsidiaries, including Merger Sub) will have the right toreceive for each share of Redfin common stock held by such Redfin stockholder 0.7926 shares of Rocket’sClassA common stock, $0.00001 par value per share (the “Rocket ClassA common stock”), plus any cashpayable in lieu of fractional shares, without interest. Redfin common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol“RDFN.” Rocket ClassA common stock is listed on the New York Stock Exchange (“NYSE”) under thesymbol “RKT.” The closing price of Redfin common stock on Nasdaq on April30, 2025, the most recentpracticable date prior to the date of the accompanying proxy statement/prospectus, was $9.51 per share. The Redfin board of directors (the “Redfin Board”) carefully considered a number of factors inevaluating the terms of the Merger Agreement. Based on such consideration, the Redfin Board unanimouslydetermined that the Merger and the Merger Agreement are fair to and in the best interests of Redfinstockholders.Accordingly, the Redfin Board has unanimously approved the Merger Agreement and theMerger and recommends that you vote (1)“FOR” the proposal to adopt the Merger Agreement and (2)“FOR”the approval, on a non-binding advisory basis, of the compensation that may be paid or become payable to ournamed executive officers in connection with the proposed Merger. The enclosed proxy statement/prospectus provides detailed information about the Redfin virtual specialmeeting, the Merger Agreement, the Merger and the other proposal to be voted on at the Redfin virtualspecial meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus(which includes a copy of the certificate of incorporation of the surviving corporation within ExhibitBthereto). We encourage you to read the proxy statement/prospectus carefully in its entirety. Your vote is very important, regardless of the number of shares you own.The proposal to adopt the MergerAgreement must be approved by the affirmative vote of the holders of a majority of the outstanding sharesof Redfin common stock entitled to vote on such matter. Only stockholders who owned shares of Redfincommon stock at the close of business on April 22, 2025, the record date for the Redfin virtual specialmeeting, will be entitled to vote at the Redfin virtual special meeting. To vote your shares, you may submit a proxy via the Internet or by telephone, as specified in theInternet and telephone voting instructions on your proxy card, return your proxy card prior to the Redfinvirtual special meeting using the postage prepaid envelope provided, or attend the Redfin virtual specialmeeting and vote at the meeting. If your shares are held in the name of a brokerage firm, bank, trust or othernominee, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares. If youwish to vote at the meeting, you may be instructed to obtain a legal proxy, executed in your favor, from thatrecord holder, giving you the right to vote the shares at the Redfin virtual special meeting. Even if you planto attend the Redfin virtual speci