Welcome to our dedicated page for Rocket Companies SEC filings (Ticker: RKT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Rock Holdings Inc. (RHI) has filed Amendment No. 2 to Schedule 13G regarding Rocket Companies, Inc. (NYSE: RKT). The filing states that, following Rocket’s previously announced “Up-C� collapse completed on 30 June 2025, RHI now beneficially owns 0 shares of Rocket’s Class A common stock, equivalent to 0 % of the outstanding class. Under the Transaction Agreement dated 9 March 2025, Eclipse Sub, Inc. first merged with RHI and RHI shareholders exchanged each RHI share for 56.54 newly issued Rocket Class L common shares. Immediately thereafter, RHI merged into Rocket GP, LLC. Consequently, RHI reports no sole or shared voting or dispositive power over Rocket securities and qualifies for “ownership of 5 % or less� under Item 5 of Regulation 13D-G. The certification is signed by Treasurer & CFO Matthew Rizik on 8 July 2025.
Rocket Companies, Inc. (NYSE: RKT) � Schedule 13D filing dated 07/08/2025
The filing discloses the share ownership positions of Daniel Gilbert (Chairman), the Daniel Gilbert Trust #1, and Jennifer Gilbert (director) following the 30 June 2025 collapse of the company’s “Up-C� structure. The transaction exchanged Rock Holdings Inc. (RHI) shares and Class D common stock for newly created Class L-1 and Class L-2 common stock.
- Daniel Gilbert beneficially owns 1,608,089,722 shares (76.45 % of the Class A equivalent) comprising 996.8 M sole-vote shares and 611.3 M shared-vote shares. His stake includes direct holdings, trust holdings, shares subject to an irrevocable proxy from Jennifer Gilbert, and shares controlled under voting agreements with senior executives.
- Daniel Gilbert Trust #1 owns 140,215,280 shares (6.67 %).
- Jennifer Gilbert owns 314,055,385 shares (14.93 %), all subject to Daniel Gilbert’s voting control via an irrevocable proxy.
Capital-structure implications
- The new classes come with transfer restrictions: Class L-1 locked until 30 Jun 2026, Class L-2 until 30 Jun 2027.
- Each Class L share converts 1-for-1 into Class A common stock after the lock-up or immediately prior to transfer, introducing a potential 1.85 B incremental Class A shares�> an �12× increase versus the 151.3 M Class A shares outstanding as of 2 May 2025.
- Automatic conversion of all Class L shares will occur on the later of 30 Jun 2027 or when Class L voting power falls below 79 %.
Governance & agreements
- Daniel Gilbert retains majority voting control and can unilaterally approve or block shareholder actions.
- Key contracts remain in force: Registration Rights Agreement (Aug 2020), a new Letter Agreement preserving information rights, irrevocable proxy from Jennifer Gilbert, and Voting Agreements with 12 senior insiders aligning their votes with Gilbert.
Investor takeaway: The Up-C collapse simplifies the tax and ownership structure but keeps founder control intact and sets up a material future float expansion once Class L shares convert. Minority investors face significant potential dilution and continuing governance concentration.
The Vanguard Group has filed Amendment No. 4 to its Schedule 13G for Datadog, Inc. (DDOG) covering holdings as of 30 June 2025. The filing discloses that Vanguard, acting as an investment adviser (Rule 13d-1(b)), now beneficially owns 32,153,371 shares of Datadog’s Class A common stock, representing 10.06 % of the outstanding class.
Voting vs. dispositive authority
- Sole voting power: 0 shares
- Shared voting power: 245,155 shares
- Sole dispositive power: 31,311,230 shares
- Shared dispositive power: 842,141 shares
The amendment was triggered by Vanguard’s ownership exceeding the 10 % threshold, requiring an updated 13G. Vanguard affirms the shares were acquired in the ordinary course of business and not to influence control of Datadog. Clients of Vanguard—including registered investment companies and managed accounts—ultimately benefit from dividends and sale proceeds, with no single client holding more than 5 % of the class.
Key take-aways for investors
- Institutional ownership of just over 10 % provides a supportive shareholder base and may enhance share liquidity.
- Limited voting power suggests Vanguard remains a passive holder, reducing immediate governance impact.
ValueAct Capital has filed Amendment No. 1 to its Schedule 13D, disclosing a significant position in Rocket Companies, Inc. (RKT). Through its master fund and related entities (VA Partners I, ValueAct Capital Management, ValueAct Holdings and affiliates), the group now beneficially owns 19,727,127 Class A shares of Rocket Companies, representing approximately 7.7 % of the company’s outstanding common stock.
The aggregate cost basis of the holding is about $246.4 million, funded entirely from the working capital of ValueAct Capital Master Fund. All voting and dispositive authority over the shares is shared among the various ValueAct entities; no entity reports sole power.
The ownership calculation is based on 254,664,311 shares outstanding, which includes 103,391,679 shares issued in Rocket’s all-stock acquisition of Redfin Corporation announced on 1 July 2025. As a direct consequence of that acquisition, ValueAct received an incremental 4,601,518 Rocket shares on 2 July 2025, lifting its stake to the current level.
ValueAct’s 7.7 % position places a well-known activist investor among Rocket’s largest public shareholders, potentially giving the firm influence over future strategic, financial and governance decisions at the Detroit-based mortgage and real-estate platform.
Rocket Companies, Inc. (NYSE: RKT) has filed Amendment No. 1 to its Form S-4 to register shares for the proposed acquisition of Mr. Cooper Group Inc. (NASDAQ: COOP). The deal, executed 31 March 2025, will be effected through a two-step merger in which:
- Each Mr. Cooper share will be converted into 11 shares of Rocket Class A common stock plus cash in lieu of fractional shares.
- Mr. Cooper shareholders will also receive a pre-closing special cash dividend of $2.00 per share.
The fixed 11:1 exchange ratio represents a ~35 % premium to Mr. Cooper’s 30-day VWAP prior to announcement. Post-close, former Mr. Cooper holders are expected to own roughly 25 % of Rocket’s Class A stock (after giving effect to Rocket’s pending Redfin acquisition).
Rocket’s board unanimously approved the transaction and the associated share issuance; Rock Holdings Inc. (79 % voting power) has already delivered written consent, so no further Rocket shareholder vote is required. Mr. Cooper, however, must secure majority approval at a special virtual meeting; its board unanimously recommends the deal.
Financing & Structure:� Rocket obtained $4 bn of senior unsecured notes (2030 & 2033) and retains a $950 m commitment to refinance Mr. Cooper debt and pay fees. � Termination fees: Rocket pays $500 m if it walks; Mr. Cooper pays ~$306.9 m under specified scenarios. � No appraisal rights for Mr. Cooper holders.
Governance: A separate letter agreement ensures that two Mr. Cooper-designated directors join Rocket’s board for at least three years, with protections against removal.
Regulatory & Timing: Parties target Q4 2025 closing, subject to customary regulatory approvals and Mr. Cooper shareholder vote.
Investment Takeaways: The deal expands Rocket’s mortgage servicing footprint, but increases share count well above the 20 % NYSE threshold, diluting existing RKT holders. Mr. Cooper investors lock in a cash dividend and a sizeable premium but will face exposure to Rocket’s share performance until closing.
On 30 June 2025, Rock Holdings Inc. (RHI)—listed as both a Director and 10% Owner of Rocket Companies, Inc. (NYSE: RKT)—filed a Form 4 reporting the disposition of its entire 1,846,977,661 Class D common shares held directly and 800,000 shares held indirectly. The shares were cancelled at a stated price of $0.00 in connection with Rocket’s previously announced “Up-C� structure collapse.
Under the Transaction Agreement governing the collapse, every RHI voting share was exchanged for 56.54 newly issued shares of Rocket Class L common stock, split evenly between Class L-1 and Class L-2. As a result, RHI now holds no securities of Rocket, and the 2020 Exchange Agreement that allowed unit-for-share swaps has been terminated.
The filing therefore:
- Eliminates RHI’s Class C/D share bloc and its related Rocket LP holding units.
- Simplifies Rocket’s multi-tier “Up-C� capital structure, removing partnership units and exchange mechanics.
- Transfers economic exposure from RHI to its shareholders via the new Class L shares (rights and trading status not detailed in this filing).
No open-market sales occurred, so immediate float pressure appears limited. The change is primarily structural, aimed at governance clarity and potential tax efficiency. Investors should monitor forthcoming disclosures on Class L share rights and any subsequent insider holdings updates.
Rocket Companies, Inc. (RKT) filed a Form 4 showing director Matthew Rizik received 6,372,010 new Class L shares on 30 June 2025 as part of the company’s completed Up-C structure collapse.
The issuance consists of 3,186,005 Class L-1 and 3,186,005 Class L-2 shares, all acquired at $0 cost. Class L-1 shares are locked until 30 June 2026, while Class L-2 shares are locked until 30 June 2027. After the respective lock-ups, each share can convert 1-for-1 into Class A common stock, or will automatically convert immediately prior to most transfers. Additionally, all Class L shares will automatically convert to Class A when they hold less than 79 % of total voting power after 30 June 2027.
Following the transaction, Rizik beneficially owns 1,033,184 Class A shares (including 293,574 unvested RSUs) plus the newly issued Class L shares, all held directly.
Investor takeaways: The Up-C collapse simplifies Rocket’s capital structure and aligns insiders� economic interests with public shareholders. However, the creation of 6.37 million convertible shares introduces a future supply overhang that could dilute Class A holders once lock-ups expire in 2026-2027.
Rocket Companies, Inc. (RKT) filed a Form 4 disclosing that Chief Operating Officer Heather M. Lovier received a substantial equity grant as part of the company’s Up-C collapse completed on 30 June 2025. The restructuring exchanged each Rock Holdings Inc. voting share for 56.54 newly issued Rocket Class L shares, split evenly between Class L-1 and Class L-2.
- Lovier acquired 1,413,489 Class L-1 and 1,413,490 Class L-2 shares (total � 2.83 million) at $0.00 cost, all held directly.
- Transfer restrictions apply: L-1 shares are non-transferable before 30 June 2026; L-2 before 30 June 2027.
- After the respective lock-ups, each Class L share may be converted, or will automatically convert upon transfer, into one share of Rocket Class A common stock. A mass conversion occurs once Class L voting power drops below 79 % after the later of the two key dates.
- Lovier now reports 642,740 Class A shares (including 421,126 unvested RSUs) in addition to the new Class L holdings.
The filing signals completion of a capital-structure simplification and updates the insider’s beneficial ownership; it does not record any sale of securities, cash compensation, or option exercises.
Rocket Companies, Inc. (RKT) � Form 4 filing dated 07/02/2025
Director and 10% owner Jennifer L. Gilbert reported a series of equity exchanges completed on 06/30/2025 that coincide with Rocket’s previously announced "Up-C" structure collapse. The filing shows:
- Acquisition of 157,027,692 shares of new Class L-1 common stock and 157,027,693 shares of Class L-2 common stock at a price of $0, all recorded as direct ownership.
- Disposition of a total of 1,848,879,483 shares of Class D common stock (and the corresponding Rocket LP units) previously held indirectly through Daniel Gilbert, Rock Holdings Inc. (RHI) and its subsidiary entities.
Footnotes explain that each RHI share was exchanged for 56.54 newly issued Class L shares (half L-1, half L-2). Transfer restrictions apply: L-1 shares may not be transferred before 06/30/2026 and L-2 shares before 06/30/2027; both series automatically convert into Class A shares upon transfer or, in any event, after the later of 06/30/2027 or when Class L stock ceases to represent �79% of Rocket’s voting power. The 2020 Exchange Agreement that allowed unit-for-share swaps was terminated as part of the transaction.
No cash changed hands and no open-market trades occurred; the activity reflects a reclassification and simplification of the capital structure rather than a sale. Following the exchange, Jennifer L. Gilbert retains 314,055,385 Class L shares and no longer holds Class D shares.
Badger Meter, Inc. (BMI) � Form 4 filing: Director Todd A. Adams reported the automatic issuance of 65.32 phantom stock units on 07/01/2025. These units, equal in value to common shares, were credited to his Director Deferred Compensation Plan as payment of the Q3-2025 cash retainer of $16,000, valued at the 06/30/2025 closing price of $244.95 per share. Following the transaction, Adams now holds 15,694.767 phantom units, recorded as direct ownership. Phantom stock is settled in cash once the director leaves the board, so no immediate share issuance or market purchase occurs. The filing reflects routine board compensation rather than an open-market insider buy or sell and is unlikely to materially affect BMI’s share float or signaling dynamics.
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