01—Abstract
Summary
Summary of the 8-K/A filed October 10, 2025. Cited figures are marked; the original filing is the authoritative source.
On October 1, 2025, Rocket Companies (RKT) completed its acquisition of Mr. Cooper Group, issuing 705,205,413 Class A shares to Mr. Cooper stockholders at 11.00 Rocket shares per Mr. Cooper share.
This 8-K/A supplements the original October 1 filing with unaudited pro forma condensed combined financials (Article 11 of Regulation S-X) that combine Rocket, Redfin (closed July 1, 2025), and Mr. Cooper as of June 30, 2025 and for the six months ended June 30, 2025 and fiscal 2024. The pro forma figures are illustrative: they exclude synergies, integration costs, and post-June 30 operating results, and the purchase price allocations are explicitly preliminary. The key pro forma metrics are a combined total asset base of about $56.2 billiona (versus Rocket's historical $30.4 billion), total equity of about $22.7 billion, and a pro forma weighted average share count of roughly 2.8 billion.
Pro forma net loss for the six months ended June 30, 2025 was $(100.9) million, or $(0.09) per share, compared with a pro forma net income of $581.5 millionb, or $0.21 per share, for fiscal 2024. Pro forma total revenue, net was $4.43 billion for the first half of 2025 and $9.11 billion for 2024. Goodwill and intangibles rose sharply: the Mr. Cooper allocation alone implies about $7.9 billion of goodwill and $1.86 billion of intangibles, and the Redfin allocation implies about $1.2 billion of goodwill and $881 million of intangibles.
Financing was handled through $4.0 billionc of new senior unsecured notes (due 2030 and 2033), which funded redemption of Mr. Cooper's 2026–2028 notes, tender purchases of its 2030 and 2031 notes, and an exchange of its 2029 and 2032 notes. The $4.95 billion bridge facility was not drawn. Investors should weigh the step-up in scale and goodwill against the higher leverage, the dilution from 705 million new shares, and the fact that these figures are preliminary and not indicative of future results.
02—Key points
Key Highlights
- Mr. Cooper acquisition closed October 1, 2025, issuing 705,205,413 Class A shares (11.00 Rocket shares per Mr. Cooper share), roughly 2.8 billion pro forma shares outstanding in total.
- Pro forma total assets of about $56.2 billion, up from Rocket's standalone $30.4 billion, driven by Mr. Cooper's $18.5 billion and Redfin's $1.0 billion of assets, plus about $9.3 billion of new goodwill and intangibles.
- Pro forma net loss of $(100.9) million for the six months ended June 30, 2025 ($(0.09) per share), versus pro forma net income of $581.5 million ($0.21 per share) for fiscal 2024; the first-half loss reflects heavy amortization and transaction-related expenses.
- Financing: $4.0 billion of new senior unsecured notes (2030 and 2033) funded the Mr. Cooper note redemptions, tender offer, and exchange offer; the $4.95 billion bridge facility was not drawn.
- Preliminary purchase accounting: Mr. Cooper consideration of about $17.05 billion yields about $7.87 billion of goodwill and $1.86 billion of identifiable intangibles (relationships, trade names, technology), with amortization lives of 2 to 10 years.
- Redfin merger (closed July 1, 2025) added 103.4 million Class A shares and about $1.74 billion of preliminary consideration, with $881 million of identified intangibles.
- Pro forma figures exclude expected synergies, integration costs, and post-June 30 results, and are explicitly preliminary and subject to change.
03—Questions
Frequently Asked Questions
How many shares did Rocket issue for Mr. Cooper, and what is the implied value?
Rocket issued 705,205,413 Class A shares to Mr. Cooper stockholders, with each Mr. Cooper share exchanged for 11.00 Rocket shares. The preliminary consideration is about $17.05 billion, based on a $19.38 Rocket share price as of September 30, 2025. That total includes stock, replacement equity awards, cash paid to retire Mr. Cooper notes, and transaction costs.
How does the combined company's financial profile change?
On a pro forma basis, total assets rise to about $56.2 billion from $30.4 billion, and total equity rises to about $22.7 billion. Pro forma revenue for 2024 is about $9.1 billion, up from $5.1 billion historically, and the share count grows to roughly 2.8 billion. Much of the asset growth is goodwill and intangibles, and the combined company's leverage increases with the new notes and Mr. Cooper's funding and MSR facilities.
Why does the pro forma first half of 2025 show a loss while 2024 shows income?
The pro forma six-month 2025 result includes about $118.7 million of added amortization from Mr. Cooper's intangibles, about $87.6 million from Redfin's, and roughly $186 million of interest and amortization on the new financing. It also reflects higher compensation from replacement equity awards and Rocket's first-half loss. The 2024 figure reflects a full year of Mr. Cooper's stronger servicing income, which is partly offset by the same kinds of adjustments.
Are these pro forma numbers a reliable guide to future results?
No. The filing states the figures are for informational purposes only and are not indicative of future results or financial position. They exclude synergies and integration costs, use preliminary fair value estimates that could differ materially, and do not reflect post-June 30, 2025 operations of the acquired companies.
How was the Mr. Cooper debt handled at closing?
Rocket used $4.0 billion of new senior unsecured notes to redeem Mr. Cooper's 2026–2028 notes, tender for its 2030 and 2031 notes ($574.3 million and $535.8 million), and exchange its 2029 and 2032 notes ($738.1 million and $955.3 million). The change-of-control repurchase requirements were eliminated through consent solicitations, and the $4.95 billion bridge facility was not drawn. Rocket also plans to repay secured debt of the combined company after closing.
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