8-KMaterial Agreements

Rocket Companies, Inc. 8-K Report, Material Agreement (Jun 16, 2026)

Filed June 16, 2026For Securities:RKT

Summary

Rocket Companies, Inc. has successfully closed a significant debt offering, raising a total of $1.5 billion through the issuance of 6.125% senior notes due 2031 and 6.500% senior notes due 2034. This offering, conducted through private transactions under Rule 144A and Regulation S, is strategically intended to refinance existing debt, specifically the 2.875% Senior Notes due 2026 and 5.250% Senior Notes due 2028, along with other subsidiary indebtedness. The successful completion of this offering satisfies the conditions for the redemption of these maturing notes, signaling proactive debt management by the company. This refinancing activity allows Rocket Companies to extend its debt maturity profile and potentially reduce overall interest expenses, depending on the final cost of the new debt relative to the refinanced obligations. The issuance of senior unsecured notes, guaranteed by certain domestic subsidiaries, provides the company with substantial capital. Investors should note the terms of these new notes, including their respective interest rates, maturity dates, and the company's optional redemption provisions, which offer flexibility in future debt management. The covenants included in the indenture also outline limitations on asset disposals and provide for a change of control repurchase offer, which are important considerations for bondholders.

Key Highlights

  • 1Rocket Companies successfully closed an offering of $900 million in 6.125% senior notes due 2031 and $600 million in 6.500% senior notes due 2034, totaling $1.5 billion.
  • 2Proceeds will be used to repay Rocket Mortgage LLC's 2.875% Senior Notes due 2026 and 5.250% Senior Notes due 2028, and other subsidiary debt.
  • 3The debt offering satisfies the financing condition for the previously announced redemptions of the 2026 and 2028 Rocket Mortgage Notes.
  • 4The new notes are senior unsecured obligations, fully and unconditionally guaranteed by certain of the Company's domestic subsidiaries.
  • 5The 2031 Notes carry a 6.125% interest rate and mature in August 2031, with redemption options available from August 2028.
  • 6The 2034 Notes carry a 6.500% interest rate and mature in June 2034, with redemption options available from June 2029.
  • 7The indenture includes covenants that limit liens on assets and asset dispositions, and requires a change of control offer to repurchase the notes.

Frequently Asked Questions

The primary purpose of this debt offering is to refinance existing debt, specifically Rocket Mortgage LLC's 2.875% Senior Notes due 2026 and 5.250% Senior Notes due 2028, as well as certain other indebtedness of the Company and its subsidiaries. This allows Rocket Companies to manage its debt maturity profile and potentially optimize its interest expense.

Rocket Companies issued $900 million of 6.125% senior notes due 2031 and $600 million of 6.500% senior notes due 2034. The 2031 notes pay interest semi-annually on February 1 and August 1, and the 2034 notes pay interest semi-annually on June 15 and December 15. Both note issuances are senior unsecured and guaranteed by certain domestic subsidiaries.

The successful closing of this offering allows Rocket Companies to redeem its 2026 and 2028 Rocket Mortgage Senior Notes. This action helps the company retire maturing debt and proactively manage its capital structure by replacing it with longer-term notes.

Yes, the indenture includes covenants that restrict the Company and its subsidiaries from creating liens on assets or consolidating, merging, or selling substantially all of their assets. Additionally, upon the occurrence of specified change of control triggering events, the Company is required to offer to repurchase the notes at 101% of their principal amount, plus accrued interest.