Rocket Companies Inc-A美股招股说明书(2025-07-31版)

July 30, 2025 Dear Rocket Companies, Inc. holders of ClassA common stock: The board of directors (the “Rocket Board”) of Rocket Companies, Inc. (“Rocket”) has approved anAgreement and Plan of Merger, dated as of March31, 2025 (the “merger agreement”), by and amongRocket, Maverick Merger Sub, Inc., a newly formed Delaware corporation and a direct, wholly ownedsubsidiary of Rocket (“Maverick Merger Subsidiary”), Maverick Merger Sub 2, LLC, a newly formedDelaware limited liability company and a direct wholly owned subsidiary of Rocket (“Forward MergerSubsidiary”), and Mr.Cooper Group Inc., a Delaware corporation (“Mr.Cooper” or the “Company”).Pursuant to the merger agreement, and upon the terms and subject to the conditions therein and inaccordance with the Delaware General Corporation Law (the “DGCL”), Maverick Merger Subsidiary willmerge with and into Mr.Cooper (the “Maverick Merger”), with Mr.Cooper surviving the Maverick Mergerand continuing as a direct, wholly owned subsidiary of Rocket and immediately following such MaverickMerger, in accordance with the DGCL and the Delaware Limited Liability Company Act, Mr.Cooper willmerge with and into Forward Merger Subsidiary, with Forward Merger Subsidiary surviving the forwardmerger (the “Forward Merger” and together with the Maverick Merger, the “mergers” or the “transaction”). Subject to the terms and conditions of the merger agreement, at the effective time of the MaverickMerger (the “Maverick Effective Time”), each outstanding share of Mr.Cooper common stock, par value$0.01 per share (collectively, the “Mr.Cooper common stock” and the holders of such Mr.Cooper commonstock, the “Mr.Cooper stockholders”) (other than Mr.Cooper common stock owned directly or indirectly byRocket, Mr.Cooper, Maverick Merger Subsidiary or Forward Merger Subsidiary immediately prior to theMaverick Effective Time), will be automatically converted into the right to receive 11 shares (the “exchangeratio”) of Rocket’s ClassA common stock, par value $0.00001 per share (the “Rocket ClassA commonstock”), and cash payable in lieu of fractional shares (the “merger consideration”), without interest andsubject to any applicable withholding taxes. Rocket ClassA common stock is listed on the New York StockExchange (“NYSE”) under the symbol “RKT.” The Rocket Board has unanimously (i)determined that the merger agreement and the transactionscontemplated thereby, including the issuance of shares of Rocket ClassA common stock in connection withthe Maverick Merger as contemplated by the merger agreement (the “Rocket stock issuance”) are fair to andin the best interests of Rocket and the Rocket stockholders, (ii)approved and declared advisable the mergeragreement and the transactions contemplated thereby, (iii)directed the Rocket stock issuance be submittedto Rocket’s stockholders for approval and (iv)resolved to recommend the approval of the Rocket stockissuance by Rocket’s stockholders. Because Rocket ClassA common stock is listed on the NYSE, it is subject to Section312.03 of theNYSE Listed Company Manual, pursuant to which stockholder approval is required to issue shares ofcommon stock if such common stock (a)has, or will have upon issuance, voting power equal to 20% ormore of the voting power outstanding before the issuance of such stock or (b)is, or will be upon issuance,equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance ofsuch stock. The number of shares of Rocket ClassA common stock issuable upon the Rocket stock issuancein accordance with the merger agreement would represent greater than 20% of both (a)the voting power ofRocket common stock outstanding before such issuance and (b)the number of Rocket stock outstandingbefore such issuance. As a result, Rocket stockholder approval of the Rocket stock issuance is requiredunder NYSE regulations. Following the execution of the merger agreement, Rock Holdings Inc., a Michigan corporation(“RHI”), the holder of shares representing an aggregate of 79% of the voting power of the outstandingRocket common stock as of March31, 2025, executed and delivered to Rocket a written consent (the“Rocket written consent”) approving the Rocket stock issuance. No further action by any Rocketstockholder is needed to approve the Rocket stock issuance or the merger agreement or any other transactioncontemplated thereby. Rocket is sending you this joint proxy and information statement/prospectus to provide you withmaterial information concerning the actions taken in connection with the Rocket written consent inaccordance with the requirements of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), and the regulations promulgated thereunder, including Regulation14C. This joint proxy and information statement/prospectus provides you with detailed information about thestock issuance and the Rocket written consent, including the merger agreement, the mergers and the othertransactions contemplated by the