Rocket Companies Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| 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 | |