Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

In the following unaudited pro forma condensed combined financial information and the accompanying notes, unless the context otherwise requires, references to “Rocket,” “we,” “us,” “our” and the “Company” refer to Rocket Companies, Inc. and its consolidated subsidiaries. Additional terms used in the unaudited pro forma condensed combined financial information and the accompanying notes are defined throughout this section.

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the following transactions (collectively the “Transactions”):

On June 30, 2025, Rocket Companies, Inc. (“Rocket”) completed the previously announced simplification of its organizational and capital structure pursuant to that certain Transaction Agreement, dated as of March 9, 2025 (as amended on April 7, 2025, the “Transaction Agreement”). Pursuant to the Transaction Agreement, on June 30, 2025, Rocket collapsed its “Up-C” structure, caused each class of common stock of Rocket to become entitled to one vote per share, and reduced its classes of common stock from four to two (the “Up-C Collapse”). As part of the Up-C Collapse:

Rock Holdings Inc. (“RHI”) contributed all assets and liabilities of RHI (other than its common limited liability company interests (the “Holdings LLC Units”) of Rocket, LLC (“Holdings LLC”), its shares of Class D common stock, par value $0.00001 per share of Rocket (“Class D common stock”) and equity interests in Rocket Community Fund, Woodward Insurance Holdings LLC and Woodward Insurance LLC (such entities collectively the “Retained Entities”)) to RHI II (as defined below), and distributed the interests in RHI to the holders of voting common shares of RHI. Thereafter, RHI merged with and into a wholly owned subsidiary of Rocket.

Rocket effected an internal reorganization pursuant to which the separate existence of Holdings LLC ceased and Eclipse Merger Limited Partnership (“Holdings LP”) continued as the surviving entity under the name “Rocket Limited Partnership,” and each issued and outstanding Holdings LLC Unit was exchanged for a number of fully paid and nonassessable partnership units of Holdings LP (“Holdings LP Units”).

Rocket amended its certificate of incorporation to authorize a new class of Class L common stock, par value $0.00001 per share (“Class L common stock”). Each shareholder of RHI received a number of shares of Class L common stock equal to (1) the number of shares of RHI (“RHI Shares”) held by such RHI shareholder multiplied by (2) the ratio of the number of shares of Class D common stock owned by RHI to the number of all outstanding RHI Shares, which was 56.54 shares of Class L common stock per each RHI Share. Mr. Gilbert, in consideration for his Class D common stock and paired Holdings LP Units, received a number of newly issued shares of Class L common stock equivalent to one share of Class L common stock for each share of Class D common stock held by Mr. Gilbert. In connection with the above, on June 30, 2025, Rocket issued 1,848,879,455 shares of Class L common stock.

Rocket and RHI II, LLC (“RHI II”) entered into an Indemnity Agreement, pursuant to which, among other things, RHI II agreed to indemnify Rocket for RHI’s liabilities that are not related to Rocket’s business.

The Exchange Agreement between Rocket, RHI, Mr. Gilbert, and Holdings LP was terminated, and certain information and other rights were preserved through a separate letter agreement between Rocket and Mr. Gilbert.

The Rock Acquisition Corporation Shareholders Agreement between RHI and its stockholders was terminated.

The Tax Receivable Agreement between Rocket, RHI and Mr. Gilbert (the “TRA”) and the Amended and Restated Limited Partnership Agreement of Holdings LP were each amended. Following this amendment, the TRA does not apply to any exchanges, including for the avoidance of doubt, any Holdings LLC Units exchanged as part of the reorganization described above, that occur on or following March 9, 2025. Additionally, RHI contributed its rights to receive payments under the TRA in respect of RHI’s prior exchanges to RHI II, LLC, a Michigan limited liability company and a direct wholly owned subsidiary of RHI (“RHI II”), and RHI II completed a joinder, and became party, to the TRA.

Rocket paid a special cash dividend of $0.80 per share to holders of Class A common stock, par value $0.00001 per share (“Class A common stock”) as of March 20, 2025 (“Special Dividend”) on April 3, 2025.

On July 1, 2025, Rocket completed the previously announced acquisition of Redfin Corporation (“Redfin”). Pursuant to the Agreement and Plan of Merger, dated as of March 9, 2025 (the “Redfin Merger Agreement”), by and among Rocket, Redfin, and Neptune Merger Sub, Inc., a wholly owned subsidiary of Rocket (“Redfin Merger Sub”), Redfin Merger Sub merged with and into Redfin, with Redfin continuing as a direct wholly owned subsidiary of Rocket (the “Redfin Merger”). At the effective time of the Redfin Merger, each outstanding share of Redfin common stock, par value $0.001 per share (the “Redfin Shares”) (other than shares held by (i) Redfin, including in treasury, (ii) Rocket or (iii) Rocket’s subsidiaries, including Redfin Merger Sub), was automatically converted into the right to receive 0.7926 shares of Rocket’s Class A common stock, and the cash payable in lieu of fractional shares of the merger consideration, without interest and subject to any applicable withholding taxes. In connection with the above on, July 1, 2025, Rocket issued 103,391,679 shares of Class A common stock.

On October 1, 2025 Rocket completed the previously announced acquisition of Mr. Cooper Group Inc. (“Mr. Cooper”). Pursuant to the Agreement and Plan of Merger, dated as of March 31, 2025 (the “Mr. Cooper Merger Agreement”), by and among Rocket, Mr. Cooper, Maverick Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Rocket (“Maverick Merger Subsidiary”), and Maverick Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Rocket (“Forward Merger Subsidiary”), Maverick Merger Subsidiary merged with and into Mr. Cooper (the “Maverick Merger”), with Mr. Cooper surviving the Maverick Merger and continuing as a direct, wholly owned subsidiary of Rocket and immediately following such Maverick Merger, in accordance with the Delaware General Corporation Law and the Delaware Limited Liability Company Act, Mr. Cooper merged with and into Forward Merger Subsidiary (the "Forward Merger" and, together with the Maverick Merger, the "Mr. Cooper Mergers"), with Forward Merger Subsidiary surviving the Forward Merger. The Mr. Cooper Mergers together with the Redfin Merger are herein referred to as the “Mergers.” At the effective time of the Mr. Cooper Mergers, each outstanding share of Mr. Cooper common stock, par value $0.01 per share (other than Mr. Cooper common stock owned directly or indirectly by Rocket, Mr. Cooper, Maverick Merger Subsidiary or Forward Merger Subsidiary immediately prior to the Maverick Effective Time), was automatically converted into the right to receive 11.00 shares of Rocket’s Class A common stock, and the cash payable in lieu of fractional shares of the merger consideration, without interest and subject to any applicable withholding taxes. In connection with the above, on October 1, 2025, Rocket issued 705,205,413 shares of Class A common stock.

In connection with entering into the Mr. Cooper Merger Agreement, Rocket entered into a commitment letter (the “Commitment Letter”), dated as of March 31, 2025, with JPMorgan Chase Bank, N.A., which was subsequently amended and restated on April 22, 2025 to include certain additional
commitment parties (the “Commitment Parties”), pursuant to which, on the terms and subject to the conditions set forth therein, the Commitment Parties committed to provide a 364-day senior unsecured bridge term loan facility (the “Bridge Facility”) in an aggregate principal amount of up to $4,950 million, subject to the terms and conditions of the Commitment Letter. The commitment amount under the Commitment Letter was subsequently reduced to $950 million. The commitment amount was reduced to zero and the Commitment Letter was terminated upon the completion of the Financing Transactions (as defined herein).

The Company did not draw on the Bridge Facility, as it has incurred permanent financing in the form of $2,000 million of new senior unsecured notes due 2030 and $2,000 million of new unsecured notes due 2033. Rocket used the proceeds from the notes to (i) redeem Mr. Cooper’s 5.000% senior notes due 2026, 6.000% senior notes due 2027 and 5.500% senior notes due 2028 at redemption prices equal to 100% of the principal amount of such notes, plus accrued and unpaid interest to, but excluding, the redemption date (which was October 1, 2025), (ii) purchase for cash in a tender offer, which included a successful consent solicitation to the amendment of certain terms, Mr. Cooper’s 5.125% senior notes due 2030 (of which $574.3 million were tendered and purchased by Rocket) and 5.75% senior notes due 2031 (of which $535.8 million were tendered and purchased by Rocket), (iii) pay fees and expenses relating to an exchange offer for newly issued notes of Rocket Companies, which included a successful consent solicitation to the amendment of certain terms, of Mr. Cooper’s 6.500% senior notes due 2029 (of which $738.1 million were tendered and exchanged) and 7.125% senior notes due 2032 (of which $955.3 million were tendered and exchanged), (iv) pay fees and expenses related to the issuance of the Rocket notes mentioned above and the use of the proceeds therefrom, including the transactions described in clauses (ii) and (iii) above (collectively, the “Financing Transactions”) and (v) after the consummation of the Transactions, repay secured debt of Rocket and its consolidated subsidiaries (including Redfin, Mr. Cooper and their respective subsidiaries). All Mr. Cooper senior notes referenced in clauses (i), (ii) and (iii) above are referred to as the “Mr. Cooper Notes.”

The unaudited pro forma condensed combined balance sheet as of June 30, 2025 gives effect to the Mergers and the Financing Transactions as if they had been completed on June 30, 2025 and combines the unaudited consolidated balance sheet of Rocket as of June 30, 2025 (which reflects the Up-C Collapse which was completed on June 30, 2025) with the unaudited consolidated balance sheets of Redfin and Mr. Cooper, each as of June 30, 2025.

The unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025 and year ended December 31, 2024 gives effect to the Transactions as if they had occurred on January 1, 2024, the first day of Rocket’s fiscal year 2024. The unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025, combines the unaudited consolidated statement of income (loss) of Rocket for the six months ended June 30, 2025 and the unaudited consolidated statements of income (loss) of Redfin and Mr. Cooper, each for the six months ended June 30, 2025. The unaudited pro forma condensed combined statement of income (loss) for the fiscal year ended December 31, 2024 combines the audited consolidated statement of income (loss) of Rocket for the fiscal year ended December 31, 2024 and the audited consolidated statements of income (loss) of Redfin and Mr. Cooper, each for the fiscal year ended December 31, 2024. The unaudited pro forma condensed combined financial information contained herein does not give effect to any of the financial results of Rocket, Redfin, or Mr. Cooper following June 30, 2025.

The historical consolidated financial statements of Rocket, Redfin, and Mr. Cooper have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to the Transactions, which are necessary to account for the Transactions in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable. The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, including the future impacts of Redfin’s 2025 multifamily rental listing arrangement with Zillow Inc. (“Zillow”), or any other business changes or synergies that may result from the Transactions.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

The accompanying notes to the unaudited pro forma condensed combined financial information;

The unaudited consolidated financial statements of Rocket as of and for the six months ended June 30, 2025 and the related notes, which are included in Rocket’s Quarterly Report on Form 10-Q for the six months ended June 30, 2025, and are incorporated by reference herein;

The audited consolidated financial statements of Rocket as of and for the fiscal year ended December 31, 2024 and the related notes, which are included in Rocket’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and are incorporated by reference herein;

The unaudited consolidated financial statements of Redfin as of and for the six months ended June 30, 2025 and the related notes, which are included in Rocket’s Current Report on Form 8-K on which this Unaudited Pro Forma Condensed Financial Information is attached, and are incorporated by reference herein;

The audited consolidated financial statements of Redfin as of and for the fiscal year ended December 31, 2024 and the related notes, which are included in Redfin’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and are incorporated by reference herein;

The unaudited consolidated financial statements of Mr. Cooper as of and for the six months ended June 30, 2025 and the related notes, which are included in Mr. Cooper’s Quarterly Report on Form 10-Q for the six months ended June 30, 2025, and are incorporated by reference herein; and

The audited consolidated financial statements of Mr. Cooper as of and for the fiscal year ended December 31, 2024 and the related notes, which are included in Mr. Cooper’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and are incorporated by reference herein.

Accounting for the Transactions

The mergers pursuant to the Transaction Agreement (the “Up-C Collapse Mergers”) have been accounted for as an equity reorganization of Rocket, under which the stockholders of RHI became direct stockholders of Rocket. Pursuant to the Transaction Agreement, RHI stockholders exchanged their shares in RHI for shares of Class L common stock. At the effective time of the Up-C Collapse Mergers, RHI’s only material assets were its equity interests in Rocket and RHI did not have material liabilities, which would be required to be disclosed in its financial statements.

The Redfin Merger will be accounted for as a business combination using the acquisition method with Rocket as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the aggregate merger consideration will be allocated to Redfin’s assets acquired and liabilities assumed based upon their estimated fair values as of July 1, 2025. The process of valuing the net assets of Redfin immediately prior to the Redfin Merger, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate merger consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 - Basis of Presentation for more information.

The Mr. Cooper Mergers will be accounted for as a business combination using the acquisition method with Rocket as the accounting acquirer in accordance with ASC Topic 805, Business Combinations. Under this method of accounting, the aggregate merger consideration will be allocated to Mr. Cooper’s assets acquired and liabilities assumed based upon their estimated fair values as of October 1, 2025. The process of valuing the net assets of Mr. Cooper immediately prior to the Mr. Cooper Mergers, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate merger consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 - Basis of Presentation for more information.

All financial data included in the unaudited pro forma condensed combined financial information is presented in thousands of dollars unless otherwise noted, and it has been prepared on the basis of U.S. GAAP and Rocket’s accounting policies. The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Transactions had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed.

Rocket Companies, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2025

($ In Thousands)

	Rocket			Redfin Reclassified (Note 3)			Redfin Transaction Accounting Adjustments			(Note 5)		Rocket Pro Forma Adjusted for Redfin Merger			Mr. Cooper Reclassified (Note 6)		Mr. Cooper Transaction Accounting Adjustments			(Note 8)		Mr. Cooper Financing Adjustments			(Note 9)		Rocket Pro Forma Combined
Assets
Cash and cash equivalents	$	5,090,631		$	173,423		$	(252,013	)		(a)	$	4,987,712		$	782,517	$	(3,124,587	)		(a)	$	(838,848	)		(a)	$	1,530,093
		-			-			(24,329	)		(b)		-			-		(256,157	)		(b)		(18,682	)		(b)		-
		-			-			-					-			-		-					(1,862	)		(c)		-
Restricted cash		22,691			136			-					22,827			167,900		-					-					190,727
Mortgage loans held for sale, at fair value		11,168,691			164,900			-					11,333,591			2,474,863		-					-					13,808,454
Derivative assets, at fair value		391,770			5,223			-					396,993			249,833		-					-					646,826
Mortgage servicing rights (“MSRs”), at fair value		7,566,632			2,494			-					7,569,126			11,430,753		-					-					18,999,879
Notes receivable and due from affiliates		15,281			-			-					15,281			-		-					-					15,281
Property and equipment, net		193,843			37,323			-					231,166			72,042		-					-					303,208
Deferred tax asset, net		11,407			-			-					11,407			149,419		(149,419	)		(c)		-					11,407
Lease right of use assets		259,029			20,093			-					279,122			36,200		-					-					315,322
Loans subject to repurchase right from Ginnie Mae		2,492,015			-			-					2,492,015			1,109,646		-					-					3,601,661
Goodwill and intangible assets, net		1,221,168			505,677			750,853			(c)		3,314,370			242,448		7,727,245			(d)		-					13,042,918
		-			-			836,672			(d)		-			-		1,758,855			(e)		-					-
Other assets		1,927,064			139,406			(45,587	)		(d)		2,020,883			1,783,210		-					(25,938	)		(d)		3,778,155
Total assets	$	30,360,222		$	1,048,675		$	1,265,596				$	32,674,493		$	18,498,831	$	5,955,937				$	(885,330	)			$	56,243,931
Liabilities and equity:
Liabilities:
Funding facilities	$	9,481,780		$	158,239		$	-				$	9,640,019		$	1,777,659	$	-				$	-				$	11,417,678
Other financing facilities and debt:
Senior Notes, net		8,000,225			573,340			(46,286	)		(e)		8,527,279			4,901,677		(2,945,910	)		(a)		(18,682	)		(b)		10,464,364
MSR and Advance facilities, net		-			-			-					-			3,876,117		12,287			(f)		(836,448	)		(a)		3,051,956
Early buy out facility		67,532			-			-					67,532			507,390		-					-					574,922
Term loan debt		-			242,654			(242,654	)		(a)		-			-		-					-					-
Notes payable and due to affiliates		2,818			-			-					2,818			-		-					-					2,818
MSR related liabilities - nonrecourse at fair value		-			-			-					-			380,739		-					-					380,739
Accounts payable		278,245			52,779			(5,000	)		(b)		334,664			113,999		29,450			(g)		-					478,113
		-			-			8,640			(f)		-			-		-					-					-
Lease liabilities		293,671			27,803			-					321,474			47,857		-					-					369,331
Derivative liabilities, at fair value		163,870			1,959			-					165,829			34,647		-					-					200,476
Investor reserves		98,082			2,071			-					100,153			46,881		-					-					147,034
Tax receivable agreement liability		588,510			-			1,288			(g)		589,798			-		(1,732	)		(h)		-					588,066
Loans subject to repurchase right from Ginnie Mae		2,492,015			-			-					2,492,015			1,109,646		-					-					3,601,661
Deferred tax liability, net		714,673			756			1,140			(g)		608,661			-		179,486			(c)		-					786,625
		-			-			(107,908	)		(h)		-			-		(1,522	)		(h)		-					-
Other liabilities		729,873			168,765			(2,239	)		(a)		906,345			602,965		(50,697	)		(a)		(2,400	)		(a)		1,456,213
		-			-			9,946			(i)		-			-		-					-					-
Total liabilities	$	22,911,294		$	1,228,366		$	(383,073	)			$	23,756,587		$	13,399,577	$	(2,778,638	)			$	(857,530	)			$	33,519,996
Equity:
Class A common stock	$	1		$	130		$	(129	)		(j)	$	2		$	1,058	$	(1,051	)		(i)	$	-				$	9
Class B common stock		-			-			-					-			-		-					-					-
Class C common stock		-			-			-					-			-		-					-					-
Class D common stock		-			-			-					-			-		-					-					-
Class L common stock		19			-			-					19			-		-					-					19
Additional paid-in-capital		7,271,613			939,401			550,590			(j)		8,761,604			1,063,121		12,796,897			(i)		-					22,621,622
Retained earnings		178,507			(1,119,018	)		1,098,004			(j)		157,493			4,035,075		(4,061,271	)		(i)		(1,862	)		(c)		103,497
		-			-			-					-			-		-					(25,938	)		(d)		-
Accumulated other comprehensive income (loss)		(1,212	)		(204	)		204			(j)		(1,212	)		-		-					-					(1,212	)
Non-controlling interest		-			-			-					-			-		-					-					-
Total equity		7,448,928			(179,691	)		1,648,669					8,917,906			5,099,254		8,734,575					(27,800	)				22,723,935
Total liabilities and equity	$	30,360,222		$	1,048,675		$	1,265,596				$	32,674,493		$	18,498,831	$	5,955,937				$	(885,330	)			$	56,243,931

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Rocket Companies, Inc.
Unaudited Pro Forma Condensed Combined Statement of Income (Loss)
For the Six Months Ended June 30, 2025
($ In Thousands)

	Rocket			Up-C Collapse			(Note 2)		Rocket Pro Forma for Up-C Collapse			Redfin Reclassified (Note 3)			Redfin Transaction Accounting Adjustments			(Note 5)		Rocket Pro Forma Adjusted for Redfin Merger			Mr. Cooper Reclassified (Note 6)			Mr. Cooper Transaction Accounting Adjustments			(Note 8)		Mr. Cooper Financing Adjustments			(Note 9)		Rocket Pro Forma Combined
Revenue
Gain on sale of loans:
Gain on sale of loans excluding fair value of MSRs, net	$	979,574		$	-				$	979,574		$	54,941		$	-				$	1,034,515		$	(52,229	)	$	-				$	-				$	982,286
Fair value of originated MSRs		607,952			-					607,952			-			-					607,952			364,649			-					-					972,601
Gain on sale of loans, net		1,587,526			-					1,587,526			54,941			-					1,642,467			312,420			-					-					1,954,887
Loan servicing income:
Servicing fee income		801,973			-					801,973			(113	)		-					801,860			1,395,455			-					-					2,197,315
Change in fair value of MSRs		(648,070	)		-					(648,070	)		-			-					(648,070	)		(567,905	)		-					-					(1,215,975	)
Loan servicing income, net		153,903			-					153,903			(113	)		-					153,790			827,550			-					-					981,340
Interest income:
Interest income		215,592			-					215,592			5,414			-					221,006			72,608			-					-					293,614
Interest expense on funding facilities		(154,918	)		-					(154,918	)		(4,584	)		-					(159,502	)		(54,968	)		-					-					(214,470	)
Interest income, net		60,674			-					60,674			830			-					61,504			17,640			-					-					79,144
Other income		595,412			838			(a)		596,250			443,436			-					1,039,686			375,898			-					-					1,415,584
Total revenue, net		2,397,515			838					2,398,353			499,094			-					2,897,447			1,533,508			-					-					4,430,955
Expenses
Salaries, commissions, and team member benefits		1,233,067			1,619			(a)		1,234,686			374,014			(16,507	)		(i)		1,592,193			445,467			(6,182	)		(j)		-					2,031,478
General and administrative expenses		548,236			(2,682	)		(a)		545,554			120,430			-					665,984			261,942			-					-					927,926
Marketing and advertising expenses		551,673			40			(a)		551,713			88,254			-					639,967			23,408			-					-					663,375
Depreciation and amortization		54,436			30			(a)		54,466			19,220			87,620			(d)		161,306			28,999			118,652			(e)		-					308,957
Interest and amortization expense on non-funding debt		96,005			-					96,005			15,516			(229	)		(e)		111,292			352,672			(163,153	)		(a)		(29,448	)		(a)		457,382
		-			-					-			-			-					-			-			-					186,019			(e)		-
Other expenses		112,939			3			(a)		112,942			12,336			-					125,278			49,267			-					-					174,545
Total expenses		2,596,356			(990	)				2,595,366			629,770			70,884					3,296,020			1,161,755			(50,683	)				156,571					4,563,663
Income (loss) before income taxes		(198,841	)		1,828					(197,013	)		(130,676	)		(70,884	)				(398,573	)		371,753			50,683					(156,571	)				(132,708	)
(Provision for) benefit from income taxes		20,484			26,799			(b)		47,283			(208	)		48,582			(k)		95,657			(85,819	)		(15,566	)		(k)		37,577			(f)		31,849
Net income (loss)		(178,357	)		28,627					(149,730	)		(130,884	)		(22,302	)				(302,916	)		285,934			35,117					(118,994	)				(100,859	)
Net (income) loss attributable to non-controlling interest		166,189			(166,189	)		(c)		-			-			-					-			-			-					-					-
Net income (loss) attributable to Rocket Companies	$	(12,168	)	$	(137,562	)			$	(149,730	)	$	(130,884	)	$	(22,302	)			$	(302,916	)	$	285,934		$	35,117				$	(118,994	)			$	(100,859	)

Earnings (loss) per share of Class A common stock																																					Note (10)
Basic	$	(0.08	)																																	$	(0.09	)
Diluted	$	(0.08	)																																	$	(0.09	)
Weighted average shares outstanding
Basic		159,643,228			1,848,879,455											103,391,679											705,205,413										2,817,119,775
Diluted		2,013,862,283			-											110,643,064											722,707,669										2,847,213,016

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Rocket Companies, Inc.
Unaudited Pro Forma Condensed Combined Statement of Income (Loss)
For the Year Ended December 31, 2024
($ In Thousands)

	Rocket			Up-C Collapse			(Note 2)		Rocket Pro Forma for Up-C Collapse			Redfin Reclassified (Note 3)			Redfin Transaction Accounting Adjustments			(Note 5)		Rocket Pro Forma Adjusted for Redfin Merger			Mr. Cooper Reclassified (Note 6)			Mr. Cooper Transaction Accounting Adjustments			(Note 8)		Mr. Cooper Financing Adjustments			(Note 9)		Rocket Pro Forma Combined
Revenue
Gain on sale of loans:
Gain on sale of loans excluding fair value of MSRs, net	$	1,682,697		$	-				$	1,682,697		$	102,363		$	-				$	1,785,060		$	64,585		$	-				$	-				$	1,849,645
Fair value of originated MSRs		1,330,216			-					1,330,216			26,489			-					1,356,705			458,998			-					-					1,815,703
Gain on sale of loans, net		3,012,913			-					3,012,913			128,852			-					3,141,765			523,583			-					-					3,665,348
Loan servicing income:
Servicing fee income		1,462,173			-					1,462,173			2,146			-					1,464,319			2,475,426			-					-					3,939,745
Change in fair value of MSRs		(578,681	)		-					(578,681	)		(2,375	)		-					(581,056	)		(842,030	)		-					-					(1,423,086	)
Loan servicing income, net		883,492			-					883,492			(229	)		-					883,263			1,633,396			-					-					2,516,659
Interest income:
Interest income		413,159			-					413,159			10,980			-					424,139			102,047			-					-					526,186
Interest expense on funding facilities		(315,593	)		-					(315,593	)		(11,226	)		-					(326,819	)		(84,475	)		-					-					(411,294	)
Interest income, net		97,566			-					97,566			(246	)		-					97,320			17,572			-					-					114,892
Other income		1,106,827			6,513			(a)		1,113,340			910,193			-					2,023,533			793,189			-					-					2,816,722
Total revenue, net		5,100,798			6,513					5,107,311			1,038,570			-					6,145,881			2,967,740			-					-					9,113,621
Expenses
Salaries, commissions, and team member benefits		2,261,245			4,113			(a)		2,265,358			768,938			(4,721	)		(i)		3,029,575			771,164			99,144			(j)		-					3,899,883
General and administrative expenses		893,154			2,525			(a)		895,679			237,267			8,640			(f)		1,141,586			465,219			29,450			(g)		1,862			(c)		1,638,117
Marketing and advertising expenses		824,042			40			(a)		824,082			119,816			-					943,898			39,002			-					-					982,900
Depreciation and amortization		112,917			59			(a)		112,976			42,834			170,759			(d)		326,569			43,550			257,793			(e)		-					627,912
Interest and amortization expense on non-funding debt		153,637			-					153,637			27,707			3,475			(e)		184,819			641,934			(289,969	)		(a)		(48,300	)		(a)		901,177
		-			-					-			-			-					-			-			-					25,938			(d)		-
		-			-					-			-			-					-			-			-					386,755			(e)		-
Other expenses		187,751			-					187,751			7,339			1,288			(g)		196,378			105,706			(1,732	)		(h)		-					300,352
Total expenses		4,432,746			6,737					4,439,483			1,203,901			179,441					5,822,825			2,066,575			94,686					366,255					8,350,341
Income (loss) before income taxes		668,052			(224	)				667,828			(165,331	)		(179,441	)				323,056			901,165			(94,686	)				(366,255	)				763,280
(Provision for) benefit from income taxes		(32,224	)		(128,055	)		(b)		(160,279	)		530			(1,140	)		(g)		(78,674	)		(232,065	)		1,522			(h)		87,901			(f)		(182,806	)
		-			-					-			-			82,215			(k)		-			-			38,510			(k)		-					-
Net income (loss)		635,828			(128,279	)				507,549			(164,801	)		(98,366	)				244,382			669,100			(54,654	)				(278,354	)				580,474
Net (income) loss attributable to non-controlling interest		(606,458	)		607,509			(c)		1,051			-			-					1,051			-			-					-					1,051
Net income (loss) attributable to Rocket Companies	$	29,370		$	479,230				$	508,600		$	(164,801	)	$	(98,366	)			$	245,433		$	669,100		$	(54,654	)			$	(278,354	)			$	581,525

Earnings (loss) per share of Class A common stock																																					Note (10)
Basic	$	0.21																																		$	0.21
Diluted	$	0.21																																		$	0.21
Weighted average shares outstanding
Basic		141,037,083			1,848,879,455											103,391,679											705,205,413										2,798,513,630
Diluted		141,037,083			1,857,291,729											109,238,109											718,684,079										2,826,251,000

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Note 1 – Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X.

The pro forma financial statements, including all adjustments, were prepared in accordance with U.S. GAAP, presented in U.S. dollars, and give effect to each of the following transactions:

Up-C Collapse

As discussed in Note 2, the unaudited pro forma condensed combined financial information reflects the effects of the Up-C Collapse, which was accounted for as a reorganization of entities under common control. The exchange of Class D common stock and Holdings LLC Units for newly issued shares of Class L common stock does not result in a change in control under U.S. GAAP. Accordingly, the historical carrying amounts of assets and liabilities are retained. The elimination of the non-controlling interest in Holdings LLC as part of the Up-C Collapse has been accounted for in accordance with the guidance in ASC 810, Consolidation, with the difference between the carrying amount of the non-controlling interest and the consideration transferred reflected as an equity transaction.

Redfin Merger

As discussed in Note 3, certain reclassifications were made to conform the historical presentation of Redfin to that of Rocket’s financial statement presentation. Rocket is currently in the process of evaluating Redfin’s accounting policies, which will be finalized as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, Rocket has determined that no significant adjustments are necessary to conform Redfin’s financial statements to the accounting policies used by Rocket.

The unaudited pro forma condensed combined financial information was prepared by applying the acquisition method of accounting in accordance with ASC 805, with Rocket as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement, and based on the historical financial statements of Rocket and Redfin. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value (or other measurement as directed by ASC 805), while transaction costs associated with the business combination are expensed as incurred. The excess of merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the aggregate merger consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. This allocation of the aggregate merger consideration depends upon certain estimates and assumptions, all of which are preliminary. The final determination of fair values of assets acquired and liabilities assumed relating to the Redfin Merger could differ materially from the preliminary allocation of aggregate merger consideration. The final valuation will be based on the actual tangible and intangible assets and liabilities of Redfin existing at the acquisition date and such valuation is in process.

Mr. Cooper Mergers

As discussed in Note 6, certain reclassifications were made to conform the historical presentation of Mr. Cooper to that of Rocket’s financial statement presentation. Rocket is currently in the process of evaluating Mr. Cooper’s accounting policies, which will be finalized as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, Rocket has determined that no significant adjustments are necessary to conform Mr. Cooper’s financial statements to the accounting policies used by Rocket.

The unaudited pro forma condensed combined financial information was prepared by applying the acquisition method of accounting in accordance with ASC 805, with Rocket as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement, and based on the historical financial statements of Rocket and Mr. Cooper. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value (or other measurement as directed by ASC 805), while transaction costs associated with the business combination are expensed as incurred. The excess of merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the aggregate merger consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. This allocation of the aggregate merger consideration depends upon certain estimates and assumptions, all of which are preliminary. The final determination of fair values of assets acquired and liabilities assumed relating to the Mr. Cooper Mergers could differ materially from the preliminary allocation of aggregate merger consideration. The final valuation will be based on the actual tangible and intangible assets and liabilities of Mr. Cooper existing at the acquisition date and such valuation is in process.

The Financing Transactions

The Mr. Cooper Mergers triggered change in control provisions contained in certain of Mr. Cooper’s outstanding debt facilities (including the Mr. Cooper Notes) that required the repayment of such indebtedness. Consequently, Rocket entered into the Commitment Letter with the Commitment Parties, pursuant to which the Commitment Parties committed to provide the Bridge Facility with a capacity up to $4,950 million. The commitment amount under the Commitment Letter was subsequently reduced to $950 million and, upon completion of the Financing Transactions, the commitment amount was further reduced to zero. The Company did not draw on the Bridge Facility, as it incurred permanent financing in the form of $4,000 million of Senior Notes. Rocket used the proceeds from the notes to fund the Financing Transactions, and after consummation of the Transactions, will repay secured debt of Rocket and its consolidated subsidiaries (including Redfin, Mr. Cooper, and their subsidiaries). The debt issuance costs associated with the exchanged Mr. Cooper Notes have been capitalized and are amortized over the term of the notes. On October 1, 2025, Rocket repaid or exchanged, pursuant to the tender offer and the exchange offer described above, (a) $574.3 million of Mr. Cooper’s 5.125% senior notes due 2030, (b) $535.8 million of Mr. Cooper’s 5.75% senior notes due 2031, (c) $738.1 million of Mr. Cooper’s 6.500% senior notes due 2029, and (d) $955.3 million of Mr. Cooper’s 7.125% senior notes due 2032. Additionally, through the related consent solicitations, Rocket amended certain provisions of the above Mr. Cooper Notes, among which eliminated the change of control repurchase requirements of such notes.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Overall Presentation

The unaudited pro forma condensed combined balance sheet, as of June 30, 2025, the unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025, and the unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2024, presented herein, are based on the historical financial statements of Rocket, adjusted for the Up-C Collapse (as noted above), the Redfin Merger and the Mr. Cooper Mergers.

The unaudited pro forma condensed combined balance sheet as of June 30, 2025 is presented as if the Mergers and the Financing Transactions had occurred on June 30, 2025 and combines the historical balance sheet of Rocket as of June 30, 2025 (which reflects the Up-C Collapse which was completed on June 30, 2025) with the historical balance sheets of Redfin and Mr. Cooper, each as of June 30, 2025.

The unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025 has been prepared as if the Transactions had occurred on January 1, 2024 and combines Rocket’s historical statement of income (loss) for the six months ended June 30, 2025 with the historical statements of income (loss) for Redfin and Mr. Cooper, each for the six months ended June 30, 2025.

The unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2024 has been prepared as if the Transactions had occurred on January 1, 2024 and combines Rocket’s historical statement of income (loss) for the fiscal year ended December 31, 2024 with the historical statements of income (loss) for Redfin and Mr. Cooper, each for the fiscal year ended December 31, 2024.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Redfin Merger or Mr. Cooper Mergers and integration costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that Rocket believes are reasonable under the circumstances. Rocket is not aware of any material transactions between Rocket and Redfin, Rocket and Mr. Cooper, and Redfin and Mr. Cooper during the periods presented. Accordingly, adjustments to eliminate transactions between Rocket and Redfin, between Rocket and Mr. Cooper, and between Redfin and Mr. Cooper have not been reflected in the unaudited pro forma condensed combined financial information.

Note 2 – Up-C Collapse Adjustments

The Up-C Collapse is presented within the historical Rocket consolidated balance sheet as of June 30, 2025. As such, no additional pro forma balance sheet adjustments were necessary. Adjustments related to the Up-C Collapse in the accompanying unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025, and the year ended December 31, 2024 are as follows:

(a)

Reflects the consolidation of the operations of the Retained Entities, net of eliminations, as a result of the Up-C Collapse Mergers.

(b)

Reflects the estimated income tax provision assuming Rocket’s unaudited pro forma condensed combined Income (loss) before income taxes had been subject to federal and state income tax as a C-corporation utilizing an estimated blended statutory tax rate of approximately 24% for the six months ended June 30, 2025 and year ended December 31, 2024.

The tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income (loss) and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended tax rate will likely vary from the actual effective tax rate in periods subsequent to completion of the Up-C Collapse. This determination is preliminary and subject to change.

(c)

Reflects the elimination of the allocation of income (loss) to the non-controlling interest holders on the pro forma statement of income (loss) for the six months ended June 30, 2025, and year ended December 31, 2024, as a result of the transfer of 1,848,879,455 shares of Class D common stock and Holdings LLC Units in exchange for an equivalent number of shares of Class L common stock.

Note 3 – Redfin Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, Rocket’s management performed a preliminary analysis of Redfin’s financial information to identify differences in financial statement presentation as compared to the presentation of Rocket. Certain reclassification adjustments have been made to conform Redfin’s historical financial statement presentation to Rocket’s financial statement presentation. Following the closing of the Redfin Merger, the combined company is in the process of finalizing its review of the reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

Refer to the table below for a summary of reclassification adjustments made to present Redfin’s consolidated balance sheet as of June 30, 2025 to conform with that of Rocket’s:

Redfin Historical Balance Sheet Line Items	Redfin Historical as of June 30, 2025		Reclassification			Rocket Historical Balance Sheet Line Items⁽¹⁾	Reclassification		Redfin Reclassified as of June 30, 2025
Cash and cash equivalents	$	173,423		-		Cash and cash equivalents			$	173,423
Restricted cash		136		-		Restricted cash				136
Accounts receivable, net of allowance for credit losses		47,578		(47,578	)	Mortgage loans held for sale, at fair value				164,900
Loans held for sale		164,900		-		Derivative assets, at fair value				5,223
Prepaid expenses		24,648		(24,648	)	Other current assets		5,223
Other current assets		29,185		(29,185	)	Mortgage servicing rights (“MSRs”), at fair value				2,494
Total current assets		439,870		-		Property and equipment, net				37,323
Property and equipment, net		37,323		-		Lease right of use assets				20,093
Right-of-use assets, net		20,093		-		Goodwill and intangible assets, net				505,677
MSRs, at fair value		2,494		-		Goodwill		461,349
Goodwill		461,349		(461,349	)	Intangible assets, net		44,328
Intangible assets, net		44,328		(44,328	)	Other assets				139,406
Contract assets, noncurrent		35,711		(35,711	)	Accounts receivable, net of allowances for credit losses		47,578
Other assets, noncurrent		7,507		(7,507	)	Other current assets		23,962
Total assets		1,048,675		-		Prepaid expenses		24,648
Accounts payable		27,163		-		Other assets, noncurrent		7,507
Accrued and other liabilities		126,090		(126,090	)	Contract assets, noncurrent		35,711
Warehouse credit facilities		158,239		(158,239	)	Total assets				1,048,675
Convertible senior notes, net		73,669		(73,669	)	Funding facilities				158,239
Lease liabilities		12,483		(12,483	)	Warehouse credit facilities		158,239
Total current liabilities		397,644		-		Senior Notes, net				573,340
Lease liabilities, noncurrent		15,320		(15,320	)	Convertible senior notes, net		73,669
Convertible senior notes, net, noncurrent		499,671		(499,671	)	Convertible senior notes, net, noncurrent		499,671
Term loan		242,654		-		Term loan debt				242,654
Deferred revenue		72,321		(72,321	)	Accounts payable				52,779
Deferred tax liabilities		756		-		Accounts payable		27,163
Total liabilities	$	1,228,366		-		Accrued and other liabilities		25,616
						Lease liabilities				27,803
						Lease liabilities		12,483
						Lease liabilities, noncurrent		15,320
						Derivative liabilities, at fair value				1,959
						Accrued and other liabilities		1,959
						Investor reserves				2,071
						Accrued and other liabilities		2,071
						Deferred tax liability, net				756
						Other liabilities				168,765
						Accrued and other liabilities		96,444
						Deferred revenue		72,321
						Total liabilities			$	1,228,366

¹⁾

The indented Redfin line items listed beneath each Rocket historical balance sheet line represent balances reclassified from the respective Redfin balance sheet line items to the corresponding Rocket balance sheet line items.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Refer to the table below for a summary of adjustments made to present Redfin’s consolidated statement of loss for the six months ended June 30, 2025 to conform with that of Rocket’s:

Redfin Historical Statement of Loss Line Items	Redfin Historical for the Six Months Ended June 30, 2025			Reclassification			Rocket Historical Statement of Income (Loss) Line Items⁽¹⁾	Reclassification			Redfin Reclassified for the Six Months Ended June 30, 2025
Revenue	$	501,523			(501,523	)	Gain on sale of loans excluding fair value of MSRs, net				$	54,941
Cost of revenue		328,375			(328,375	)	Revenue		54,941
Technology and development		77,816			(77,816	)	Servicing fee income					(113	)
Marketing		87,282			(87,282	)	Revenue		(113	)
General and administrative		98,389			(98,389	)	Interest income					5,414
Restructuring and reorganization		27,248			(27,248	)	Revenue		5,414
Interest income		2,588			(2,588	)	Interest expense on Funding Facilities					(4,584	)
Interest expense		(15,521	)		15,521		Cost of revenue		(4,584	)
Income tax expense		(208	)		-		Other income					443,436
Other expense, net		(156	)		156		Revenue		441,281
Net loss	$	(130,884	)		-		Interest income		2,588
							Other expense, net		32
							Cost of revenue		(465	)
							Salaries, commissions, and team member benefits					374,014
							Cost of revenue		245,046
							Technology and development		50,835
							Marketing		9,975
							General and administrative		50,396
							Restructuring and reorganization		17,762
							General and administrative expenses					120,430
							Cost of revenue		58,275
							Technology and development		19,242
							Marketing		1,809
							General and administrative		39,921
							Restructuring and reorganization		1,193
							Other expense, net		(10	)
							Marketing and advertising expenses					88,254
							Cost of revenue		12,388
							Technology and development		2
							Marketing		75,377
							General and administrative		487
							Depreciation and amortization					19,220
							Cost of revenue		4,789
							Technology and development		7,737
							Marketing		121
							General and administrative		6,573
							Interest and amortization expense on non-funding debt					15,516
							Interest expense		15,516
							Other expenses					12,336
							Cost of revenue		2,828
							General and administrative		1,012
							Interest expense		5
							Restructuring and reorganization		8,293
							Other expense, net		198
							(Provision for) benefit from income taxes					(208	)
							Net loss				$	(130,884	)

¹⁾

The indented Redfin line items listed beneath each Rocket line item represent amounts reclassified from the respective Redfin statement of loss line items to the corresponding Rocket statement of income (loss) line items.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

C.	Refer to the table below for a summary of adjustments made to present Redfin’s consolidated statement of loss for the year ended December 31, 2024 to conform with that of Rocket’s:

Redfin Historical Statement of Loss Line Items	Redfin Historical for the Year Ended December 31, 2024			Reclassification			Rocket Historical Statement of Income (Loss) Line Items⁽¹⁾	Reclassification			Redfin Reclassified for the Year Ended December 31, 2024
Revenue	$	1,042,979			(1,042,979	)	Gain on sale of loans excluding fair value of MSRs, net				$	102,363
Cost of revenue		678,778			(678,778	)	Revenue		102,363
Technology and development		163,927			(163,927	)	Fair value of originated MSRs					26,489
Marketing		114,481			(114,481	)	Revenue		26,489
General and administrative		235,364			(235,364	)	Servicing fee income					2,146
Restructuring and reorganization		5,684			(5,684	)	Revenue		2,146
Interest income		6,348			(6,348	)	Change in fair value of MSRs					(2,375	)
Interest expense		(27,780	)		27,780		Revenue		(2,375	)
Income tax benefit		530			-		Interest income					10,980
Gain on extinguishment of convertible senior notes		12,000			(12,000	)	Revenue		10,980
Other expense, net		(644	)		644		Interest expense on funding facilities					(11,226	)
Net loss	$	(164,801	)		-		Cost of revenue		(11,226	)
							Other income					910,193
							Revenue		903,784
							Interest income		6,348
							Other expense, net		61
							Salaries, commissions, and team member benefits					768,938
							Cost of revenue		498,761
							Technology and development		107,224
							Marketing		24,150
							General and administrative		133,141
							Restructuring and reorganization		5,662
							General and administrative expenses					237,267
							Cost of revenue		117,312
							Technology and development		37,364
							Marketing		5,225
							General and administrative		77,344
							Restructuring and reorganization		22
							Marketing and advertising expenses					119,816
							Cost of revenue		33,775
							Technology and development		89
							Marketing		84,859
							General and administrative		1,093
							Depreciation and amortization					42,834
							Cost of revenue		2,814
							Technology and development		19,250
							Marketing		233
							General and administrative		20,537
							Interest and amortization expense on non-funding debt					27,707
							Interest expense		27,707
							Other expenses					7,339
							Revenue		408
							Cost of revenue		14,890
							Marketing		14
							General and administrative		3,249
							Interest expense		73
							Gain on extinguishment of convertible senior notes		(12,000	)
							Other expense, net		705
							(Provision for) benefit from income taxes					530
							Net loss				$	(164,801	)

¹⁾

Rocket Companies, Inc.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Note 4 – Preliminary Purchase Price Allocation for Redfin Merger

Estimated Redfin Merger Consideration

The following table summarizes the preliminary estimated aggregate merger consideration for Redfin with reference to Rocket’s closing share price of $14.18 on June 30, 2025.

	Amount
Estimated fair value of Rocket Class A common stock issued to Redfin stockholders ⁽ⁱ⁾	$	1,466,094
Estimated fair value of converted Redfin equity awards attributable to pre-combination service ⁽ⁱⁱ⁾		23,898
Cash paid to pay off term loan, accrued interest, and prepayment premium ⁽ⁱⁱⁱ⁾		252,013
Preliminary estimated merger consideration	$	1,742,005

Value of estimated shares of Rocket Class A common stock issued is based on 130,446,226 shares of outstanding common stock of Redfin as of June 30, 2025 each being exchanged for 0.7926 of a share of Rocket Class A common stock issued at $14.18, the closing share price on June 30, 2025.

ii)

Certain unvested equity awards of Redfin were replaced by Rocket’s equity awards with similar terms at closing. The vested portion of those awards, as well as awards that fully vested prior to the closing date, are included as consideration applying the same exchange ratio and share price as (i) above.

iii)

Cash paid to settle Redfin’s outstanding term loan principal, accrued interest, and a 1% prepayment premium triggered by the Redfin Merger.

Preliminary Purchase Price Allocation

The assumed accounting for the Redfin Merger, including the preliminary merger consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. Rocket is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Redfin Merger. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that Rocket believes are reasonable under the circumstances. The purchase price adjustments relating to Redfin’s and Rocket’s combined financial information are preliminary and are subject to change, as additional information becomes available and as additional analyses are performed.

The following table summarizes the preliminary purchase price allocation, as if the Redfin Merger had been completed on June 30, 2025:

	Amount
Estimated Merger Consideration:	$	1,742,005
Cash and cash equivalents⁽ⁱ⁾		149,094
Restricted cash		136
Mortgage loans held for sale, at fair value		164,900
Derivative assets, at fair value		5,223
MSRs, at fair value		2,494
Property and equipment, net		37,323
Lease right of use assets		20,093
Intangible assets, net ⁽ⁱⁱ⁾		881,000
Other assets		93,819
Funding facilities		158,239
Senior Notes, net		527,054
Accounts payable ⁽ⁱ⁾		47,779
Lease liabilities		27,803
Derivative liabilities, at fair value		1,959
Investor reserves		2,071
Deferred tax liability, net ⁽ⁱⁱⁱ⁾		(107,152	)
Other liabilities		166,526
Net tangible assets acquired (excluding goodwill)		529,803
Goodwill		1,212,202
Total net assets acquired	$	1,742,005

Inclusive of $24.3 million of seller transaction costs, of which $19.3 million was contingent on the closing of the Redfin Merger and $5.0 million previously accrued, both of which were paid at closing. See Note 5(b) below.

Rocket Companies, Inc.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

ii)

Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following:

	Preliminary Fair Value		Estimated Useful Life (years)
Preliminary fair value of intangible assets acquired:
Developed technology and other	$	356,000	4
Trade names and trademarks		350,000	5
Customer relationships		175,000	4 - 6
Intangible assets acquired	$	881,000

iii)

As a result of the Redfin Merger, Rocket expects to benefit from Redfin’s deferred tax asset balance, leading to net deferred tax assets of $303.2 million, offset by deferred tax liabilities of $195.3 million from book-tax basis differences arising from the preliminary purchase price allocation. Redfin’s historical deferred tax liability of $0.8 million is netted against the $107.9 million net deferred tax asset position above, resulting in an ending deferred tax asset position of $107.1 million, which is shown as a negative deferred tax liability as the combined company will be in a net deferred tax liability position. There are a number of factors that will ultimately impact the final deferred tax position recorded by the consolidated group including operations before closing, potential changes in tax laws, and the mix of earnings. This determination is preliminary and subject to change.

Note 5 – Redfin Merger Adjustments

The following pro forma adjustments have been reflected in the Redfin Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet and statements of income (loss). All adjustments are based on preliminary assumptions and valuations, which are subject to change.

Reflects the accelerated payoff of Redfin’s outstanding aggregate principal from its term loan, accrued interest, and a 1% prepayment premium triggered by the Redfin Merger of $252.0 million, which is included as part of the consideration transferred. See Note 4 above. The adjustment reflects the extinguishment of the term loan debt and the write-off of unamortized deferred issuance costs of $3.6 million and elimination of accrued interest on the term loan of $2.2 million. See Note 5(e) for the corresponding elimination of the historical interest expense attributed to the term loan.

b)	Reflects Redfin’s acquisition-related transaction costs of $24.3 million that was paid in cash by Rocket. This includes a reduction in Accounts payable of $5.0 million previously accrued. See Note 4.

Represents the preliminary adjustment to goodwill of $750.9 million within Goodwill and intangible assets, net, which reflects the elimination of the historical goodwill of $461.3 million and the recognition of the preliminary estimate of goodwill in connection with the Redfin Merger of $1,212.2 million. See Note 4.

Represents the preliminary adjustment to intangible assets of $836.7 million within Goodwill and intangible assets, net, which reflects the elimination of historical intangibles of $44.3 million, and the preliminary estimate of the fair value of the acquired intangible assets of $881.0 million. This adjustment also eliminates $45.6 million representing the remaining balance as of June 30, 2025 of capitalized costs that Redfin had previously recharacterized from intangible assets to other assets related to the Zillow partnership announced in February 2025. Refer to Note 4 above for additional information on the acquired intangible assets expected to be recognized. The pro forma impacts reflected in Depreciation and amortization as a result of the adjustment to intangible assets are shown in the table below:

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Pro forma transaction accounting adjustments:
Removal of historical Redfin amortization of intangible assets and contract asset⁽¹⁾	$	(9,630	)	$	(23,741	)
Amortization of intangible assets		97,250			194,500
Net pro forma transaction accounting adjustment to Depreciation and amortization	$	87,620		$	170,759

¹⁾ In March 2025, Redfin had a recharacterization of intangibles assets on its consolidated balance sheet to contract asset as part of the Zillow partnership agreement entered into in February 2025.

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $9.7 million and $19.5 million for the six months ended June 30, 2025 and year ended December 31, 2024, respectively. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Redfin Merger may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

Rocket Companies, Inc.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Reflects the preliminary purchase accounting adjustment to reduce the senior convertible notes by $46.3 million down to their fair values. The pro forma impact reflected in Interest and amortization expense on non-funding debt as a result of the adjustment to debt, and based on an 6.7% weighted average effective interest rate, is calculated in the table below:

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Pro forma transaction accounting adjustments:
Removal of historical interest expense⁽¹⁾	$	(15,516	)	$	(27,707	)
Pro forma interest expense		15,287			31,182
Net pro forma transaction accounting adjustment to Interest and amortization expense on non-funding debt	$	(229	)	$	3,475

¹⁾ Inclusive of the historical interest expense incurred in connection with the Redfin term loan that is assumed to be settled as a result of the change-in-control.

Reflects expected remaining non-recurring acquisition-related transaction costs of $8.6 million related to the Redfin Merger, primarily for professional services to consummate the Redfin Merger. These estimated and to be incurred acquisition-related transaction costs are not reflected on the historical consolidated balance sheet of Rocket as of June 30, 2025, but are reflected in the unaudited pro forma condensed combined balance sheet as of June 30, 2025 as an increase to Accounts payable and a decrease to Retained earnings, with a corresponding increase to General and administrative expenses in the unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2024.

Reflects an increase in Rocket’s TRA liability of $1.3 million and an increase in its deferred tax liability of $1.1 million indirectly resulting from the Redfin Merger. The corresponding offsetting adjustment is recorded through Retained earnings. The increases in the TRA liability and the deferred tax liability are reflected as increases to Other expenses and Provision for income taxes on the unaudited pro forma condensed combined statement of income (loss), respectively, for the year ended December 31, 2024.

h)	Reflects the decrease to Rocket’s deferred tax liabilities of $107.9 million recognized from the Redfin Merger. See Note 4.

Reflects the adjustment to Salaries, commissions and team member benefits with respect to net stock-based compensation expense for Rocket replacement equity awards and estimated one-time discretionary payments to be made to certain former Redfin employees. A corresponding adjustment reflects the accrual of $9.9 million to Other liabilities in the unaudited pro forma condensed combined balance sheet as of June 30, 2025. See Note 4 for further discussion around the fair value of the vested portion of awards allocated to the pre-combination period.

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Pro forma transaction accounting adjustments:
Removal of historical Redfin stock-based compensation expense	$	(29,699	)	$	(71,159	)
Record stock-based compensation expense from replacement awards		13,192			56,492
Record estimated one-time discretionary payments to be made to certain former Redfin employees		-			9,946
Net pro forma transaction accounting adjustment to Salaries, commissions, and team member benefits	$	(16,507	)	$	(4,721	)

j)	Reflects the adjustments to Equity:

	Class A common stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss
Pro forma transaction accounting adjustments:
Elimination of Redfin’s historical equity	$	(130	)	$	(939,401	)	$	1,119,018		$	204
Rocket Class A common stock issued to Redfin stockholders - See Note 4		1			1,466,093			-			-
Estimated fair value attributed to pre-combination vesting of equity awards - See Note 4		-			23,898			-			-
Estimated remaining acquisition-related transaction costs - See Note 5(f)		-			-			(8,640	)		-
Change in Rocket’s TRA liability and deferred tax liability – See Note 5(g)		-			-			(2,428	)		-
Estimated one-time discretionary payments – See Note 5(i)		-			-			(9,946	)		-
Net pro forma transaction accounting adjustments to Equity	$	(129	)	$	550,590		$	1,098,004		$	204

The estimated income tax impact on Redfin’s loss before income taxes, inclusive of the pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the six months ended June 30, 2025 and year ended December 31, 2024, as a result of the release of certain valuation allowance amounts in the Redfin Merger. The tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income (loss) and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended tax rate will likely vary from the actual effective tax rate in periods subsequent to completion of the Redfin Merger. The determination of the income tax impact is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

Rocket Companies, Inc.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Note 6 – Mr. Cooper Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, Rocket’s management performed a preliminary analysis of Mr. Cooper’s financial information to identify differences in financial statement presentation as compared to the presentation of Rocket. Certain reclassification adjustments have been made to conform Mr. Cooper’s historical financial statement presentation to Rocket’s financial statement presentation. Following the Mr. Cooper Mergers, the combined company is in the process of finalizing its review of the reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

In order to conform to the new presentation as of June 30, 2025, Rocket created two new financial statement line items on its balance sheet: (i) MSR and Advance facilities, net and (ii) MSR related liabilities – nonrecourse at fair value. These new line items are comprised solely of the respective historical balances from Mr. Cooper’s consolidated balance sheet as of June 30, 2025 as Rocket did not have any existing balances to reclassify.

Refer to the table below for a summary of reclassification adjustments made to present Mr. Cooper’s consolidated balance sheet as of June 30, 2025 to conform with that of Rocket’s:

Mr. Cooper Historical Balance Sheet Line Items	Mr. Cooper Historical Balances as of June 30, 2025		Reclassification			Rocket Historical Balance Sheet Line Items ⁽¹⁾	Reclassification		Mr. Cooper Reclassified as of June 30, 2025
Cash and cash equivalents	$	782,517		-		Cash and cash equivalents			$	782,517
Restricted cash		167,900		-		Restricted cash				167,900
Mortgage servicing rights at fair value		11,430,753		-		Mortgage loans held for sale, at fair value				2,474,863
Advances and other receivables, net of reserves		1,123,878		(1,123,878	)	Derivative assets, at fair value				249,833
Mortgage loans held for sale at fair value		2,474,863		-		Other assets		249,833
Property and equipment, net of accumulated depreciation		72,042		-		Mortgage servicing rights (“MSRs”), at fair value				11,430,753
Deferred tax assets, net		149,419		-		Property and equipment, net				72,042
Other assets		2,297,459		(2,297,459	)	Deferred tax asset, net				149,419
Total assets		18,498,831		-		Lease right of use assets				36,200
Unsecured senior notes, net		4,901,677		-		Other assets		36,200
Advance, warehouse and MSR facilities, net		6,161,166		(6,161,166	)	Loans subject to repurchase right from Ginnie Mae (Asset)				1,109,646
Payables and other liabilities		1,955,995		(1,955,995	)	Other assets		1,109,646
MSR related liabilities – nonrecourse at fair value		380,739		-		Goodwill and intangible assets, net				242,448
Total liabilities	$	13,399,577		-		Other assets		242,448
						Other assets				1,783,210
						Advances and other receivables, net of reserves		1,123,878
						Other assets		659,332
						Total assets				18,498,831
						Funding facilities				1,777,659
						Advance, warehouse and MSR facilities, net		1,777,659
						Senior Notes, net				4,901,677
						MSRs and Advance facilities, net				3,876,117
						Advance, warehouse and MSR facilities, net		3,876,117
						Early buy out facility				507,390
						Advance, warehouse and MSR facilities, net		507,390
						MSR related liabilities - nonrecourse at fair value				380,739
						Accounts payable				113,999
						Payables and other liabilities		113,999
						Lease liabilities				47,857
						Payables and other liabilities		47,857
						Derivative liabilities, at fair value				34,647
						Payables and other liabilities		34,647
						Investor reserves				46,881
						Payables and other liabilities		46,881
						Loans subject to repurchase right from Ginnie Mae (liabilities)				1,109,646
						Payables and other liabilities		1,109,646
						Other liabilities				602,965
						Payables and other liabilities		602,965
						Total liabilities			$	13,399,577

Rocket Companies, Inc.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

¹⁾

The indented Mr. Cooper line items listed beneath each Rocket historical balance sheet line represent balances reclassified from the respective Mr. Cooper balance sheet line items to the corresponding Rocket balance sheet line items.

Refer to the table below for a summary of adjustments made to present Mr. Cooper’s consolidated statement of income (loss) for the six months ended June 30, 2025 to conform with that of Rocket’s:

Mr. Cooper Historical Statement of Operations Line Items	Mr. Cooper Historical for the Six Months Ended June 30, 2025			Reclassification			Rocket Historical Statement of Income (Loss) Line Items ⁽¹⁾	Reclassification			Mr. Cooper Reclassified for the Six Months Ended June 30, 2025
Service related, net	$	912,465			(912,465	)	Gain on sale of loans excluding fair value of MSRs, net				$	(52,229	)
Net gain on mortgage loans held for sale		255,587			(255,587	)	Service related, net		56,833
Salaries, wages and benefits		383,830			(383,830	)	Net gain on mortgage loans held for sale		(109,062	)
General and administrative		375,986			(375,986	)	Fair value of originated MSRs					364,649
Interest income		405,685			(405,685	)	Net gain on mortgage loans held for sale		364,649
Interest expense		(430,379	)		430,379		Servicing fee income					1,395,455
Other income (expense), net		(11,789	)		11,789		Service related, net		1,395,455
Income tax expense		85,819			-		Change in fair value of MSRs					(567,905	)
Net income	$	285,934			-		Service related, net		(567,905	)
							Interest income					72,608
							Interest income		72,608
							Interest expense on funding facilities					(54,968	)
							Interest expense		(54,968	)
							Other income					375,898
							Service related, net		28,082
							Interest income		346,917
							Other income (expense), net		899
							Salaries, commissions and team member benefits					445,467
							Salaries, wages and benefits		383,830
							General and administrative		61,637
							General and administrative expenses					261,942
							General and administrative		261,942
							Marketing and advertising expenses					23,408
							General and administrative		23,408
							Depreciation and amortization					28,999
							General and administrative		28,999
							Interest and amortization expense on non-funding debt⁽²⁾					352,672
							Interest expense		352,672
							Other expenses					49,267
							Interest income		13,840
							Interest expense		22,739
							Other income (expense), net		12,688
							(Provision for) benefit from income taxes					(85,819	)
							Net income				$	285,934

¹⁾

The indented Mr. Cooper line items listed beneath each Rocket line item represent amounts reclassified from the respective Mr. Cooper statement of operations line items to the corresponding Rocket statement of income (loss) line items.

²⁾

Mr. Cooper reclassified total amount presented in Interest and amortization expense on non-funding debt consists of interest expense from MSRs and other advance facilities, other interest expense from legacy senior notes, and excess spread financing.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Refer to the table below for a summary of adjustments made to present Mr. Cooper’s consolidated statement of income (loss) for the year ended December 31, 2024 to conform with that of Rocket’s:

Mr. Cooper Historical Statement of Operations Line Items	Mr. Cooper Historical for the Year Ended December 31, 2024			Reclassification			Rocket Historical Statement of Income (Loss) Line Items ⁽¹⁾	Reclassification			Mr. Cooper Reclassified for the Year Ended December 31, 2024
Service related, net	$	1,788,183			(1,788,183	)	Gain on sale of loans excluding fair value of MSRs, net				$	64,585
Net gain on mortgage loans held for sale		437,344			(437,344	)	Service related, net		86,239
Salaries, wages and benefits		694,722			(694,722	)	Net gain on mortgage loans held for sale		(21,654	)
General and administrative		624,213			(624,213	)	Fair value of originated MSRs					458,998
Interest income		789,738			(789,738	)	Net gain on mortgage loans held for sale		458,998
Interest expense		(776,478	)		776,478		Servicing fee income					2,475,426
Other income (expense), net		(18,687	)		18,687		Service related, net		2,475,426
Income tax expense		232,065			-		Change in fair value of MSRs					(842,030	)
Net income	$	669,100			-		Service related, net		(842,030	)
							Interest income					102,047
							Interest income		102,047
							Interest expense on funding facilities					(84,475	)
							Interest expense		(84,475	)
							Other income					793,189
							Service related, net		68,548
							Interest income		722,832
							Other income (expense), net		1,809
							Salaries, commissions, and team member benefits					771,164
							Salaries, wages and benefits		694,722
							General and administrative		76,442
							General and administrative expenses					465,219
							General and administrative		465,219
							Marketing and advertising expenses					39,002
							General and administrative		39,002
							Depreciation and amortization					43,550
							General and administrative		43,550
							Interest and amortization expense on non-funding debt⁽²⁾					641,934
							Interest expense		641,934
							Other expenses					105,706
							Interest income		35,141
							Interest expense		50,069
							Other income (expense), net		20,496
							(Provision for) benefit from income taxes					(232,065	)
							Net income				$	669,100

¹⁾

²⁾

Mr. Cooper reclassified total amount presented in Interest expense and amortization for non-funding debt consists of interest expense from MSRs and other advance facilities, other interest expense from legacy senior notes, and excess spread financing.

Note 7 – Preliminary Purchase Price Allocation for Mr. Cooper Mergers

Estimated Mr. Cooper Mergers Consideration

The following table summarizes the preliminary estimated aggregate merger consideration for Mr. Cooper with reference to Rocket’s closing share price of $19.38 on September 30, 2025.

	Amount
Estimated fair value of Rocket Class A common stock issued to Mr. Cooper stockholders ⁽ⁱ⁾	$	13,666,881
Estimated fair value of converted Mr. Cooper equity awards attributable to pre-combination service ⁽ⁱⁱ⁾		193,144
Cash paid to pay off senior unsecured notes, accrued interest, and other fees ⁽ⁱⁱⁱ⁾		3,111,935
Estimated Mr. Cooper acquisition-related transaction costs paid by Rocket ^(iv)		78,442
Preliminary estimated merger consideration	$	17,050,402

Value of estimated shares of Rocket Class A common stock issued is based on 64,109,583 shares of outstanding common stock of Mr. Cooper as of September 30, 2025 each being exchanged for 11.00 shares of Rocket Class A common stock issued at $19.38, the closing share price on September 30, 2025.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

ii)

Certain unvested equity awards of Mr. Cooper were replaced by Rocket’s equity awards with similar terms at closing. The vested portion of those awards, as well as awards that fully vested prior to closing, are included as consideration applying the same exchange ratio and share price as (i) above.

iii)

Cash paid to settle Mr. Cooper outstanding senior unsecured notes due 2026 through 2028 and the tendered portion of the outstanding senior unsecured notes due 2030 through 2031, accrued interest, and other fees, as a result of the Mr. Cooper Mergers.

iv)

Reflects Mr. Cooper transaction costs that were paid in cash by Rocket as part of the Mr. Cooper Mergers.

Preliminary Purchase Price Allocation

The assumed accounting for the Mr. Cooper Mergers, including the preliminary merger consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Mr. Cooper, Rocket used benchmarking information from public precedent transactions as well as a variety of other sources, including market participant assumptions. Rocket is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Mr. Cooper Mergers. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that Rocket believes are reasonable under the circumstances. The purchase price adjustments relating to Mr. Cooper’s and Rocket’s combined financial information are preliminary and are subject to change, as additional information becomes available and as additional analyses are performed.

The following table summarizes the preliminary purchase price allocation, as if the Mr. Cooper Mergers had been completed on June 30, 2025:

	Amount
Estimated Merger Consideration	$	17,050,402
Cash and cash equivalents ⁽ⁱ⁾		604,802
Restricted cash		167,900
Mortgage loans held for sale, at fair value		2,474,863
Derivative assets, at fair value		249,833
MSRs, at fair value		11,430,753
Property and equipment, net		72,042
Lease right of use assets		36,200
Loans subject to repurchase right from Ginnie Mae (asset)		1,109,646
Intangible assets, net ⁽ⁱⁱ⁾		1,860,000
Other assets		1,783,210
Funding facilities		1,777,659
Senior Notes, net		1,955,767
MSR and Advance facilities, net		3,888,404
Early buy out facility		507,390
MSR related liabilities - nonrecourse at fair value		380,739
Accounts payable		113,999
Lease liabilities		47,857
Derivative liabilities, at fair value		34,647
Investor reserves		46,881
Loans subject to repurchase right from Ginnie Mae (liabilities)		1,109,646
Deferred tax liability, net ⁽ⁱⁱⁱ⁾		179,486
Other liabilities		564,920
Net tangible assets acquired (excluding goodwill)		9,181,854
Goodwill		7,868,548
Total net assets acquired	$	17,050,402

Cash and cash equivalents is presented net of the $128.2 million funded prior to closing, representing the dividend of $2.00 per share, dividend equivalents of $3.5 million payable to Mr. Cooper’s stockholders on October 7, 2025 as previously declared on September 26, 2025, and acquisition-related transaction costs of $46.0 million that were paid in cash by Mr. Cooper prior to closing.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

ii)

Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following:

	Preliminary Fair Value		Estimated Useful Life (years)
Preliminary fair value of intangible assets acquired:
Relationships	$	1,500,000	10
Trade name		200,000	3
Internally developed technology		150,000	3
Other		10,000	2
Intangible assets acquired	$	1,860,000

iii)

As a result of the Mr. Cooper Mergers, Rocket will recognize additional deferred tax liabilities of $328.9 million from book-tax basis differences arising from the preliminary purchase price allocation. Mr. Cooper’s historical net deferred tax asset of $149.4 million is netted against the deferred tax liability, resulting in Rocket’s net increase to deferred tax liability of $179.5 million related to the Mr. Cooper Mergers. There are a number of factors that will ultimately impact the final deferred tax position recorded by the consolidated group including operations before closing, potential changes in tax laws, and the mix of earnings. This determination is preliminary and subject to change.

Note 8 – Mr. Cooper Mergers Adjustments

The following pro forma adjustments have been reflected in the Mr. Cooper Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet and statement of income (loss). All adjustments are based on preliminary assumptions and valuations, which are subject to change.

Reflects the accelerated payoff of the Mr. Cooper Notes, accrued interest, and other fees, which is included as part of the consideration transferred. See Note 7.

The adjustment to cash and cash equivalents includes $3,060.1 million to settle Mr. Cooper senior unsecured notes due 2026 through 2028 and the tendered portion of the senior unsecured notes due 2030 and 2031, and related other fees of $13.8 million. Additionally, the adjustment reflects the elimination of accrued interest as of June 30, 2025 through the removal of both accrued interest on Mr. Cooper senior notes paid prior to close of $13.0 million and accrued interest on Mr. Cooper senior notes paid at close of $38.0 million, with a corresponding adjustment to Other liabilities.

The adjustment to Senior Notes, net reflects the extinguishment of $3,060.1 million aggregate principal amount of Mr. Cooper Notes, a fair value adjustment of $65.9 million on the exchanged Mr. Cooper senior notes due 2029 and 2032 and the assumed portion of the Mr. Cooper senior notes due 2030 and 2031, and the write-off of unamortized deferred issuance costs of $48.3 million.

A corresponding adjustment to Interest and amortization expense on non-funding debt reflects the elimination of the historical interest expense attributed to the Mr. Cooper Notes of $158.8 million and $281.8 million and amortization of the fair value adjustment of the assumed and exchanged Mr. Cooper Notes of $4.4 million and $8.2 million in the unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025 and year ended December 31, 2024, respectively.

Reflects Mr. Cooper’s expected acquisition-related transaction costs of $78.5 million that were paid in cash by Rocket as part of consideration transferred, Mr. Cooper’s expected acquisition-related transaction costs of $46.0 million that were paid in cash by Mr. Cooper prior to closing, and the dividend payment of $128.2 million, which was assumed to be paid out as of the closing balance sheet date.

Additionally, reflects the incremental adjustment of $3.5 million for the cash payment related to dividend equivalents payable to holders of Mr. Cooper unvested service-based restricted stock units and performance-based restricted stock units. Under the terms of the applicable award agreements, holders of these unvested awards are contractually entitled to receive dividend equivalent payments upon vesting with respect to any dividends declared during the vesting period.

Reflects the increase to Rocket’s deferred tax liability of $179.5 million, consisting of net deferred tax liabilities of $328.9 million recognized from the Mr. Cooper Mergers, which is offset by Mr. Cooper’s historical deferred tax assets of $149.4 million. See Note 7.

Represents the preliminary adjustment to goodwill of $7,727.2 million within Goodwill and intangible assets, net, which reflects the elimination of the historical goodwill of $141.3 million and the recognition of the preliminary estimate of goodwill in connection with the Mr. Cooper Mergers of $7,868.5 million.

Represents the preliminary adjustment to intangible assets of $1,758.9 million within Goodwill and intangible assets, net, which reflects the elimination of historical intangibles of $101.1 million and the preliminary estimate of the fair value of the acquired intangible assets of $1,860.0 million.

The pro forma impacts reflected in Depreciation and amortization as a result of the adjustment to intangible assets are shown in the table below:

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Pro forma transaction accounting adjustments:
Removal of historical Mr. Cooper amortization of intangible assets	$	(17,181	)	$	(13,874	)
Amortization of intangible assets		135,833			271,667
Net pro forma transaction accounting adjustment to Depreciation and amortization	$	118,652		$	257,793

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $13.6 million and $27.2 million for the six months ended June 30, 2025, and year ended December 31, 2024, respectively. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Mr. Cooper Mergers may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

Reflects the write-off of unamortized deferred issuance costs of $12.3 million on MSR facilities.

Reflects expected remaining non-recurring acquisition-related transaction costs of $29.5 million related to the Mr. Cooper Mergers, primarily for professional services to consummate the Mr. Cooper Mergers. These estimated and to be incurred acquisition-related transaction costs are not reflected on the historical consolidated balance sheet of Rocket as of June 30, 2025, but are reflected in the unaudited pro forma condensed combined balance sheet as of June 30, 2025 as an increase to Accounts payable and a decrease to Retained earnings, with a corresponding adjustment to General and administrative expenses in the unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2024.

Reflects a decrease in Rocket’s TRA liability of $1.7 million and a decrease in its deferred tax liability of $1.5 million indirectly resulting from the Mr. Cooper Mergers. The corresponding offsetting adjustment is recorded through Retained earnings. The decrease in the TRA liability and the net deferred tax liability are reflected as a reduction to Other expenses and Provision for income taxes on the unaudited pro forma condensed combined statement of income (loss), respectively, for the year ended December 31, 2024.

Reflects the adjustments to Equity:

	Class A common stock			Additional paid-in capital			Retained earnings
Pro forma transaction accounting adjustments:
Elimination of Mr. Cooper’s historical equity	$	(1,058	)	$	(1,063,121	)	$	(3,903,402	)
Rocket Class A common stock issued to Mr. Cooper stockholders - See Note 7		7			13,666,874			-
Estimated fair value attributed to pre-combination vesting of equity awards - See Note 7		-			193,144			-
Pre-closing Mr. Cooper dividend and dividend equivalents – See Note 8(b)		-			-			(131,673	)
Estimated remaining acquisition-related transaction costs - See Note 8(g)		-			-			(29,450	)
Change in Rocket’s TRA liability and deferred tax liability – See Note 8(h)		-			-			3,254
Net pro forma transaction accounting adjustments to Equity	$	(1,051	)	$	12,796,897		$	(4,061,271	)

Reflects the adjustment to Salaries, commissions and team member benefits with respect to the net stock-based compensation expense for Rocket replacement equity awards. See Note 7 for further discussion around the fair value of the vested portion of awards allocated to the pre-combination period.

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Pro forma transaction accounting adjustments:
Removal of historical Mr. Cooper stock-based compensation expense	$	(25,992	)	$	(37,000	)
Record stock-based compensation expense from replacement awards		19,810			136,144
Net pro forma transaction accounting adjustment to Salaries, commissions, and team member benefits	$	(6,182	)	$	99,144

The new annualized stock-based compensation expense from replacement equity awards includes the exchange of unvested service-based restricted stock units (“RSUs”) measured at fair value as of the acquisition date, as well as exchanged unvested performance-based restricted stock units (“PSUs”) based on an assumed maximum performance (200% attainment of the underlying performance criteria). The actual number of Mr. Cooper PSUs exchanged for Rocket time-based RSUs was determined prior to the acquisition date, generally based on actual performance.

The estimated income tax impact on Mr. Cooper’s income before income taxes, inclusive of the pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the six months ended June 30, 2025 and year ended December 31, 2024. The tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income (loss) and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended tax rate will likely vary from the actual effective tax rate in periods subsequent to completion of the Mr. Cooper Mergers. The determination of the income tax impact is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

Note 9 – Financing Adjustments

Reflects the paydown of outstanding MSR facilities in the amount of $836.4 million and the elimination of accrued interest of $2.4 million on MSR facilities assumed to be repaid subsequent to closing.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

A corresponding adjustment to Interest and amortization expense on non-funding debt reflects the elimination of the historical interest expense attributed to MSR facilities of $29.4 million and $48.3 million for the six months ended June 30, 2025, and year ended December 31, 2024, respectively.

The assumptions and expectations regarding the aggregate principal amount of MSR facilities to be repaid at or shortly after closing are subject to change and resulting interest expense based on the final permanent financing could vary significantly from what is assumed in the unaudited pro forma condensed combined financial information.

Reflects the estimated deferred financing costs of $18.7 million related to the exchanged portion of the Mr. Cooper senior notes due 2029 and 2032 at transaction close. See Note 8(a).

Reflects the payoff of third-party fees related to the assumed and exchanged Mr. Cooper Notes. The adjustment reflects an elimination of these fees in Cash and cash equivalents and a decrease to Retained earnings of $1.9 million in the unaudited pro forma condensed combined balance sheet as of June 30, 2025. Additionally, a corresponding adjustment reflects the pro forma impact of the third-party fees in General and administrative expense for the year ended December 31, 2024.

The non-recurring Bridge Facility fees of $25.9 million were reflected on the consolidated balance sheet of the Company as of June 30, 2025, recorded in Other assets. The adjustment reflects an elimination of these fees in Other assets and a decrease to Retained earnings in the unaudited pro forma condensed combined balance sheet as of June 30, 2025. Additionally, a corresponding adjustment reflects the pro forma impact of the non-recurring Bridge Facility fees in Interest and amortization expense on non-funding debt for the year ended December 31, 2024.

Reflects the pro forma impact for interest expense and amortization of deferred financing costs of the senior notes issued by Rocket and the assumed and exchanged Mr. Cooper Notes in Interest and amortization expense on non-funding debt of $186.0 million for the six months ended June 30, 2025 and $386.8 million for the year ended December 31, 2024.

The estimated income tax impact on the financing pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the six months ended June 30, 2025, and year ended December 31, 2024. The tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income (loss) and changes in tax law.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

($ In Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Note 10 – Earnings Per Share

The pro forma basic and diluted weighted average shares outstanding are as follows:

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Numerator
Pro forma net income (loss)	$	(100,859	)	$	581,525
Special Dividend on common stock		(120,120	)		-
Dividend equivalents on unvested Rocket share-based awards		(26,574	)		-
Pro forma net income (loss) attributable to common shareholders	$	(247,553	)	$	581,525

Denominator⁽¹⁾:
Historical Rocket weighted average shares outstanding – basic		159,643,228			141,037,083
Shares of Class L common stock from Up-C Collapse		1,848,879,455			1,848,879,455
Shares of Class A common stock issued to Redfin stockholders		103,391,679			103,391,679
Shares of Class A common stock issued to Mr. Cooper stockholders		705,205,413			705,205,413
Weighted average shares of common stock outstanding – basic		2,817,119,775			2,798,513,630

Historical Rocket weighted average shares outstanding – diluted		159,643,228			141,037,083
Shares of Class L common stock from Up-C Collapse		1,848,879,455			1,848,879,455
Rocket dilutive share-based awards ⁽²⁾		5,339,600			8,412,274
Shares of Class A common stock issued to Redfin stockholders		103,391,679			103,391,679
Rocket share-based awards issued in exchange for Redfin share-based awards⁽³⁾		7,251,385			5,846,430
Shares of Class A common stock to Mr. Cooper stockholders		705,205,413			705,205,413
Rocket share-based awards issued in exchange for Mr. Cooper stock-based awards⁽⁴⁾		17,502,256			13,478,666
Weighted average shares of common stock outstanding - diluted		2,847,213,016			2,826,251,000

Pro forma net income (loss) per share of common stock outstanding - basic	$	(0.09	)	$	0.21
Pro forma net income (loss) per share of common stock outstanding - diluted	$	(0.09	)	$	0.21

⁽¹⁾

Class A common stock and Class L common stock are presented as a single class of common stock for calculating pro forma EPS as both the Class A common stock and Class L common stock share equally in dividends and residual net assets on a per share basis.

⁽²⁾

As a result of the related pro forma effects for the year ended December 31, 2024 from the Up-C Collapse, a portion of Rocket RSUs, PSUs, and stock options became dilutive.

⁽³⁾

Includes the exchange of Redfin RSUs, PSUs and stock options into Rocket share-based awards based on Redfin’s capitalization as of June 30, 2025.

⁽⁴⁾

Includes the exchange of Mr. Cooper RSUs and PSUs into Rocket share-based awards based on Mr. Cooper’s capitalization as of June 30, 2025.

Rocket Companies, Inc. 8-K/A