RKT insider swap creates 314M Class L shares, ends Up-C structure

Q: What did Jennifer L. Gilbert report in the July 2025 Form 4 for RKT?

She exchanged 1.85 B Class D shares and LP units for <b>314,055,385 Class L shares</b> (157 M L-1 and 157 M L-2) at $0.

[Form 4] Rocket Companies, Inc. Insider Trading Activity

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Rocket Companies, Inc. (RKT) 鈥� 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鈥檚 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 鈮�79% of Rocket鈥檚 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.

Rocket Companies, Inc. (RKT) 鈥� 2025雲� 7鞗� 2鞚检瀽 Form 4 鞝滌稖

鞚挫偓鞚挫瀽 10% 靻岇湢欤检澑 Jennifer L. Gilbert臧€ 2025雲� 6鞗� 30鞚� 鞕勲霅� 鞚茧牗鞚� 欤检嫕甑愴櫂雮挫棴鞚� 氤搓碃頄堨溂氅�, 鞚措姅 Rocket鞚� 鞚挫爠鞐� 氚滍憸頃� 鈥淯p-C鈥� 甑“ 攵曣创鞕€ 鞚检箻頃╇媹雼�. 鞝滌稖雮挫毄鞚€ 雼れ潓瓿� 臧欖姷雼堧嫟:

旆摑: 靸堧鞖� Class L-1 氤错喌欤� 157,027,692欤� 氚� Class L-2 氤错喌欤� 157,027,693欤茧ゼ臧€瓴� $0鞐� 氇憪 歆侅爲靻岇湢搿� 旮半頃�.
觳橂秳: Daniel Gilbert, Rock Holdings Inc. (RHI) 氚� 攴� 鞛愴殞靷摛鞚� 韱淀暣 臧勋为鞝侅溂搿�Class D 氤错喌欤� 齑� 1,848,879,483欤�(氚� 頃措嫻頃橂姅 Rocket LP 雼渼)毳� 觳橂秳頃�.

臧� RHI 欤检嫕鞚€ 56.54欤检潣靸堧 氚滍枆霅� Class L 欤检嫕(鞝堧皹鞚€ L-1, 鞝堧皹鞚€ L-2)鞙茧 甑愴櫂霅橃棃鞙茧┌, 鞏戨弰鞝滍暅鞚� 鞝侅毄霅╇媹雼�: L-1 欤检嫕鞚€ 2026雲� 6鞗� 30鞚� 鞚挫爠鞐� 鞏戨弰頃� 靾� 鞐嗞碃 L-2 欤检嫕鞚€ 2027雲� 6鞗� 30鞚� 鞚挫爠鞐� 鞏戨弰頃� 靾� 鞐嗢姷雼堧嫟; 霊� 鞁滊Μ歃� 氇憪鞏戨弰鞁� 霕愲姅 2027雲� 6鞗� 30鞚� 鞚错泟搿� Class L 欤检嫕鞚� Rocket鞚� 鞚橁舶甓� 79% 鞚挫儊鞚� 彀頃橃 鞎婌潉霑� 鞛愲彊鞙茧 Class A 欤检嫕鞙茧 鞝勴櫂霅╇媹雼�. 雼渼雽€ 欤检嫕甑愴櫂鞚� 項堨毄頄堧崢 2020雲� 甑愴櫂瓿勳暯鞚€ 鞚措矆瓯半灅鞚� 鞚柬櫂鞙茧 膦呺霅橃棃鞀惦媹雼�.

順勱笀瓯半灅雮� 瓿店皽鞁滌灔瓯半灅電� 鞐嗢棃鞙茧┌, 鞚措矆頇滊彊鞚€ 毵る弰臧€ 鞎勲媽鞛愲掣甑“鞚� 鞛秳毳� 氚� 雼垳頇�毳� 氚橃榿頃╇媹雼�. 甑愴櫂頉� Jennifer L. Gilbert電� 314,055,385欤� Class L 欤检嫕鞚� 氤挫湢頃橂┌ Class D 欤检嫕鞚€ 雿� 鞚挫儊氤挫湢頃橃 鞎婌姷雼堧嫟.

Positive

Capital structure simplified by eliminating the Up-C and terminating the 2020 Exchange Agreement, potentially reducing administrative complexity and costs.
No insider cash sale; shares were exchanged at $0, signalling retention of economic exposure and alignment of interests.
Transfer lock-ups on Class L-1 (until 06/30/2026) and Class L-2 (until 06/30/2027) limit near-term share-supply overhang.

Negative

Continued voting concentration: Class L shares keep insiders above 79% voting power for up to two years, limiting minority influence.
Potential future dilution when 314 M Class L shares automatically convert into Class A shares, increasing the public float after 2027.

Insights

TL;DR Internal share exchange creates 314 M new Class L shares, eliminates Class D stake; no cash, dilution capped by prior voting structure.

The Form 4 confirms completion of Rocket鈥檚 Up-C collapse. Gilbert鈥檚 acquisition of Class L-1 and L-2 shares mirrors the contractual 56.54x conversion ratio and replaces legacy Class D and LP units. Because the conversion is one-for-one economically, there is no immediate EPS dilution; voting power largely mirrors the prior super-voting structure until automatic conversion triggers in 2027 or earlier transfer. The lock-ups (12- and 24-month horizons) reduce near-term float expansion risk. From a capital-markets perspective, simplifying from a multi-entity Up-C to a single C-corp should lower administrative costs and improve transparency, a modest positive for valuation multiples.

TL;DR Up-C unwind simplifies governance but preserves concentrated control until at least mid-2027.

Collapsing the Up-C removes dual governance between the public company and Rocket LP, terminating the 2020 Exchange Agreement. However, the new Class L stock carries voting rights and transfer restrictions that keep effective control with insiders for up to two more years. Investors gain future clarity: Class L automatically converts to single-class A stock once its voting share drops below 79% or after 06/30/2027, whichever is later, ultimately moving Rocket toward a conventional one-share/one-vote structure. Until then, minority investors remain subject to concentrated decision-making. Governance impact is therefore mixed鈥攑ositive on simplification, negative on continued control concentration.

Rocket Companies, Inc. (RKT) 鈥� 2025雲� 7鞗� 2鞚检瀽 Form 4 鞝滌稖

旆摑: 靸堧鞖� Class L-1 氤错喌欤� 157,027,692欤� 氚� Class L-2 氤错喌欤� 157,027,693欤茧ゼ臧€瓴� $0鞐� 氇憪 歆侅爲靻岇湢搿� 旮半頃�.
觳橂秳: Daniel Gilbert, Rock Holdings Inc. (RHI) 氚� 攴� 鞛愴殞靷摛鞚� 韱淀暣 臧勋为鞝侅溂搿�Class D 氤错喌欤� 齑� 1,848,879,483欤�(氚� 頃措嫻頃橂姅 Rocket LP 雼渼)毳� 觳橂秳頃�.

07/02/2025 - 06:03 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gilbert Jennifer L.

(Last)

(First)

(Middle)

C/O ROCKET COMPANIES, INC.

1050 WOODWARD AVENUE

(Street)

DETROIT

48226

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rocket Companies, Inc. [ RKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class L-1 common stock	06/30/2025		A		157,027,692⁽¹⁾⁽²⁾⁽³⁾	A	$0	157,027,692	D
Class L-2 common stock	06/30/2025		A		157,027,693⁽¹⁾⁽²⁾⁽³⁾	A	$0	157,027,693	D
Class D common stock	06/30/2025		D		1,101,822⁽¹⁾⁽²⁾⁽³⁾	D	$0	0	I	See footnote⁽⁴⁾
Class D common stock	06/30/2025		D		1,846,977,661⁽¹⁾⁽²⁾⁽³⁾	D	$0	0	I	See footnote⁽⁵⁾
Class D common stock	06/30/2025		D		800,000⁽¹⁾⁽²⁾⁽³⁾	D	$0	0	I	See footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-voting common interest units of Rocket LP	⁽⁷⁾	06/30/2025		D			1,101,822⁽¹⁾⁽²⁾⁽³⁾	⁽⁷⁾	⁽⁷⁾	Class B common stock and Class A common stock	1,101,822	⁽⁴⁾	0	I	See footnote⁽⁴⁾
Non-voting common interest units of Rocket LP	⁽⁷⁾	06/30/2025		D			1,846,977,661⁽¹⁾⁽²⁾⁽³⁾	⁽⁷⁾	⁽⁷⁾	Class B common stock and Class A common stock	1,846,977,661	⁽⁴⁾	0	I	See footnote⁽⁵⁾
Non-voting common interest units of Rocket LP	⁽⁷⁾	06/30/2025		D			800,000⁽¹⁾⁽²⁾⁽³⁾	⁽⁷⁾	⁽⁷⁾	Class B common stock and Class A common stock	800,000	⁽⁴⁾	0	I	See footnote⁽⁶⁾

Explanation of Responses:

1. On June 30, 2025, Rocket Companies, Inc. ("Rocket") completed the collapse of its "Up-C" structure (the "Up-C Collapse") pursuant to the Transaction Agreement, by and among Rocket, Rock Holdings Inc. ("RHI"), Eclipse Sub, Inc., Rocket GP, LLC, Daniel Gilbert and RHI II, LLC. Pursuant to the Transaction Agreement, each RHI shareholder, in consideration for its voting common shares of RHI, par value $0.001 per share (the "RHI Shares"), received for each RHI Share 56.54 newly issued shares of Rocket Class L common stock, par value $0.00001 per share (the "Class L Common Stock"), half of which are designated Class L-1 Common Stock, par value $0.00001 per share ("Class L-1 Common Stock"), and half of which are designated Class L-2 Common Stock, par value $0.00001 per share ("Class L-2 Common Stock"). (Cont'd in FN2)

2. (Cont'd from FN1) Subject to certain limited exceptions as provided in Rocket's certificate of incorporation, (i) holders of Class L-1 Common Stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2026, and (ii) holders of Class L-2 Common Stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2027. Following June 30, 2026, each share of Class L-1 common stock (i) may be converted at any time, at the option of the holder, into one share of Rocket Class A common stock, par value $0.00001 per share ("Class A Common Stock"), and (ii) will automatically convert into one share of Rocket Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in Rocket's certificate of incorporation. (Cont'd in FN3)

3. (Cont'd from FN2) Following June 30, 2027, each share of Class L-2 Common Stock (i) may be converted at any time, at the option of the holder, into one share of Class A Common Stock and (ii) will automatically convert into one share of Rocket Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in Rocket's certificate of incorporation. In addition, upon the later to occur of (A) June 30, 2027 and (B) the date that the outstanding shares of Class L Common Stock no longer represent at least 79% of the total voting power of the issued and outstanding shares of Rocket common stock, all shares of Class L Common Stock will automatically convert to newly issued shares of Class A Common Stock.

4. Represents shares directly owned by Daniel Gilbert. Pursuant to the Transaction Agreement, Daniel Gilbert contributed and transferred to Rocket his shares of Rocket Class D common stock, par value $0.00001 per share ("Class D Common Stock") and corresponding non-voting common interest units of Rocket Limited Partnership (as successsor in interest to Rocket, LLC) ("Rocket LP") and received shares of Class L Common Stock on a one-to-one basis.

5. Directly owned by RHI. Prior to the Up-C Collapse, Daniel Gilbert was the majority shareholder of RHI and had voting and dispositive control and beneficial ownership with respect to the shares of Rocket's common stock held of record by RHI. Following the Up-C Collapse, RHI no longer holds any securities of the Issuer.

6. Directly owned by a wholly-owned subsidiary of RHI. Prior to the Up-C Collapse, Dan Gilbert was the majority shareholder of RHI and had voting and dispositive control and beneficial ownership with respect to these shares. Following the Up-C Collapse, this entity no longer holds any securities of the Issuer.

7. Pursuant to the terms of the Exchange Agreement, dated as of August 5, 2020, by and among the Issuer, RHI, Daniel Gilbert and the holders of Holding Units and shares of Class C common stock or Class D common stock from time to time party thereto (the "Exchange Agreement"), Holdings Units, together with a corresponding number of shares of Class D common stock or Class C common stock, could be exchanged for, at the option of the Issuer, (i) shares of Class B common stock or Class A common stock of the Issuer, as applicable, on a one-for-one basis, or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Class A common stock in such public offering or private sale), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The Exchange Agreement was terminated as part of the Up-C Collapse.

	/s/ Jennifer L. Gilbert	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source:

FAQ

What did Jennifer L. Gilbert report in the July 2025 Form 4 for RKT?

She exchanged 1.85 B Class D shares and LP units for 314,055,385 Class L shares (157 M L-1 and 157 M L-2) at $0.

What are Rocket Companies鈥� new Class L-1 and Class L-2 shares?

They are voting shares issued in the Up-C collapse; L-1 locks up until 06/30/2026 and L-2 until 06/30/2027, then convert to Class A.

Does the transaction dilute existing Rocket (RKT) shareholders?

Economically it is a 1:1 replacement of prior super-voting Class D stock; float impact is deferred until Class L converts to Class A.

Why was the Exchange Agreement from 2020 terminated?

The agreement allowed LP unit exchanges; it became unnecessary after the Up-C structure was collapsed into a single C-corp entity.

When could the newly issued Class L shares enter the public float?

Earliest upon optional conversion after lock-ups 鈥� 06/30/2026 for L-1 and 06/30/2027 for L-2 鈥� or automatic conversion thereafter.

AG真人官方

[Form 4] Rocket Companies, Inc. Insider Trading Activity

Insights

FAQ

What did Jennifer L. Gilbert report in the July 2025 Form 4 for RKT?

What are Rocket Companies鈥� new Class L-1 and Class L-2 shares?

Does the transaction dilute existing Rocket (RKT) shareholders?

Why was the Exchange Agreement from 2020 terminated?

When could the newly issued Class L shares enter the public float?

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Trending News

[Form 4] Rocket Companies, Inc. Insider Trading Activity

Insights

Equity Capital-Markets Analyst positive

Corporate Governance Specialist neutral

FAQ

What did Jennifer L. Gilbert report in the July 2025 Form 4 for RKT?

What are Rocket Companies鈥� new Class L-1 and Class L-2 shares?

Does the transaction dilute existing Rocket (RKT) shareholders?

Why was the Exchange Agreement from 2020 terminated?

When could the newly issued Class L shares enter the public float?

NYSE:RKT

RKT Rankings

RKT Latest News

RKT Latest SEC Filings

RKT Stock Data