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

1099 Stewart Street, Suite 600Seattle, WA 98101(206) 576-8610 Dear Redfin Corporation Stockholder: You are cordially invited to attend a virtual special meeting of stockholders of RedfinCorporation (for purposes of this letter and Redfin’s notice of the Redfin virtual specialmeeting of stockholders, “Redfin,” “we,” “us,” or “our”). The Redfin virtual special meetingwill be held exclusively online via live webcast on June 4, 2025, at 10:00 a.m., Pacific Time.There will not be a physical meeting location. The Redfin virtual special meeting can beaccessed by visiting www.virtualshareholdermeeting.com/RDFN2025SM, where you will beable to listen to the meeting and vote online. Please note that you will not be able to attend theRedfin virtual special meeting in person. We believe that a virtual stockholder meetingprovides greater access to those who may want to attend while improving meeting efficiencyand reducing costs. At the Redfin virtual special meeting, you will be asked to consider and vote upon aproposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time,the “Merger Agreement”), dated as of March 9, 2025, by and among Rocket Companies, Inc.(“Rocket”), a Delaware corporation, Neptune Merger Sub, Inc. (“Merger Sub”), a Delawarecorporation and wholly owned subsidiary of Rocket, and Redfin. Upon the terms and subjectto the conditions of the Merger Agreement, if the merger is completed, Merger Sub will mergewith and into Redfin (the “Merger”), with Redfin surviving the Merger as a wholly ownedsubsidiary of Rocket. If the Merger Agreement is adopted with the affirmative vote of the holders of a majorityof Redfin’s common stock, $0.001 par value per share (the “Redfin common stock”), entitledto vote on such matter, and the Merger is completed, holders of Redfin common stock (otherthan shares held by (i) Redfin, including in treasury, (ii) Rocket or (iii) Rocket’s subsidiaries,including Merger Sub) will have the right to receive for each share of Redfin common stockheld by such Redfin stockholder 0.7926 shares of Rocket’s Class A common stock, $0.00001par value per share (the “Rocket Class A common stock”), plus any cash payable in lieu offractional shares, without interest. Redfin common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under thesymbol “RDFN.” Rocket Class A common stock is listed on the New York Stock Exchange(“NYSE”) under the symbol “RKT.” The closing price of Redfin common stock on Nasdaq onApril 30, 2025, the most recent practicable date prior to the date of the accompanying proxystatement/prospectus, was $9.51 per share. The Redfin board of directors (the “Redfin Board”) carefully considered a number offactors in evaluating the terms of the Merger Agreement. Based on such consideration, the Redfin Board unanimously determined that the Merger and the Merger Agreement are fair toand in the best interests of Redfin stockholders.Accordingly, the Redfin Board hasunanimously approved the Merger Agreement and the Merger 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 our namedexecutive officers in connection with the proposed Merger. The enclosed proxy statement/prospectus provides detailed information about the Redfinvirtual special meeting, the Merger Agreement, the Merger and the other proposal to be votedon at the Redfin virtual special meeting. A copy of the Merger Agreement is attached asAnnex A to the proxy statement/prospectus (which includes a copy of the certificate ofincorporation of the surviving corporation within Exhibit B thereto). We encourage you toread the proxy statement/prospectus carefully in its entirety. Your vote is very important, regardless of the number of shares you own.The proposal toadopt the Merger Agreement must be approved by the affirmative vote of the holders of amajority of the outstanding shares of Redfin common stock entitled to vote on such matter.Only stockholders who owned shares of Redfin common stock at the close of business onApril 22, 2025, the record date for the Redfin virtual special meeting, will be entitled to voteat the Redfin virtual special meeting. To vote your shares, you may submit a proxy via the Internet or by telephone, asspecified in the Internet and telephone voting instructions on your proxy card, return yourproxy card prior to the Redfin virtual special meeting using the postage prepaid envelopeprovided, or attend the Redfin virtual special meeting and vote at the meeting. If your sharesare held in the name of a brokerage firm, bank, trust or other nominee, you must instruct thebrokerage firm, bank, trust or other nominee how to vote your shares. If you wish to vote atthe 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 virtua