Amendment: SEC Form SCHEDULE 13D/A filed by Rocket Companies Inc.
$RKT
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Rocket Companies, Inc. (Name of Issuer) |
Class A common stock, $0.00001 par value (Title of Class of Securities) |
77311W101 (CUSIP Number) |
Daniel Gilbert 1050 Woodward Avenue, Detroit, MI, 48226 (313) 373-7990 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 77311W101 |
| 1 |
Name of reporting person
Daniel Gilbert | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,608,089,722.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
57.12 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(a) The reference in Row 13 to percentage ownership of the Class A common stock, par value $0.00001 per share ("Class A Common Stock"), of Rocket Companies, Inc. (the "Issuer") is based on 2,815,342,810 shares, consisting of (i) 261,257,942 shares of Class A Common Stock outstanding as of September 30, 2025, as reported by the Issuer in its publicly filed Registration Statement on Form S-3ASR on October 1, 2025, (ii) 1,848,879,455 shares of Class A Common Stock issuable upon conversion of shares of the Issuer's Class L Common Stock, par value $0.00001 ("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"), as of August 1, 2025, as reported by the Issuer in its publicly filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and (iii) 705,205,413 shares of Class A Common Stock issued to the stockholders of Mr. Cooper Group Inc. in connection with the acquisition of Mr. Cooper Group Inc. by the Issuer on October 1, 2025, as reported by the Issuer in its publicly filed Current Report on Form 8-K/A on October 10, 2025.
SCHEDULE 13D
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| CUSIP No. | 77311W101 |
| 1 |
Name of reporting person
Daniel Gilbert Trust #1 u/a/d 8/23/16 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MICHIGAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
140,215,280.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(a) The reference in Row 13 to percentage ownership of the Class A Common Stock of the Issuer is based on 2,815,342,810 shares, consisting of (i) 261,257,942 shares of Class A Common Stock outstanding as of September 30, 2025, as reported by the Issuer in its publicly filed Registration Statement on Form S-3ASR on October 1, 2025, (ii) 1,848,879,455 shares of Class A Common Stock issuable upon conversion of shares of the Issuer's Class L Common Stock, half of which are designated Class L-1 Common Stock and half of which are designated Class L-2 Common Stock, as of August 1, 2025, as reported by the Issuer in its publicly filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and (iii) 705,205,413 shares of Class A Common Stock issued to the stockholders of Mr. Cooper Group Inc. in connection with the acquisition of Mr. Cooper Group Inc. by the Issuer on October 1, 2025, as reported by the Issuer in its publicly filed Current Report on Form 8-K/A on October 10, 2025.
SCHEDULE 13D
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| CUSIP No. | 77311W101 |
| 1 |
Name of reporting person
Jennifer Gilbert | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
314,055,385.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.16 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(a) The Reporting Person's aggregate amount of beneficially owned shares consists of 157,027,692 shares of Class L-1 Common Stock and 157,027,693 shares of Class L-2 Common Stock. Daniel Gilbert exercises voting power over the shares held by the Reporting Person pursuant to a proxy and irrevocable power of attorney.
(b) The reference in Row 13 to percentage ownership of the Class A Common Stock of the Issuer is based on 2,815,342,810 shares, consisting of (i) 261,257,942 shares of Class A Common Stock outstanding as of September 30, 2025, as reported by the Issuer in its publicly filed Registration Statement on Form S-3ASR on October 1, 2025, (ii) 1,848,879,455 shares of Class A Common Stock issuable upon conversion of shares of the Issuer's Class L Common Stock, half of which are designated Class L-1 Common Stock and half of which are designated Class L-2 Common Stock, as of August 1, 2025, as reported by the Issuer in its publicly filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and (iii) 705,205,413 shares of Class A Common Stock issued to the stockholders of Mr. Cooper Group Inc. in connection with the acquisition of Mr. Cooper Group Inc. by the Issuer on October 1, 2025, as reported by the Issuer in its publicly filed Current Report on Form 8-K/A on October 10, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, $0.00001 par value | |
| (b) | Name of Issuer:
Rocket Companies, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1050 Woodward Avenue, Detroit,
MICHIGAN
, 48226. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on July 8, 2025 (the "Original Schedule 13D"). This Amendment is being filed solely to update the aggregate percentage of the Issuer's Class A Common Stock owned by the Reporting Persons due to dilution caused by the Issuer's issuance of additional shares of its Class A Common Stock from time to time since the date of the filing of the Original Schedule 13D, including as consideration for the acquisition of Mr. Cooper Group Inc. Only those items that are hereby reported are amended. All other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (c) | Jennifer Gilbert is the Founder and Creative Director of Detroit-based POPHOUSE. The address of the principal business and principal office at which such employment is conducted is 1074 Woodward Avenue, Detroit, MI 48226. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Amendment for the aggregate number of shares of Class A Common Stock and percentages of shares of Class A Common Stock beneficially owned by the Reporting Persons, which information is incorporated herein by reference.
Jennifer Gilbert beneficially owns an aggregate of 314,055,385 shares of Class A Common Stock, consisting of (i) 209,370,257 shares of Class A Common Stock held directly by her and (ii) 104,685,128 shares of Class A Common Stock held by The Jennifer Gilbert 2025 GRAT Agreement, of which Jennifer Gilbert is the trustee.
The references to percentage ownership of Class A Common Stock in this Amendment are based on a total of 2,815,342,810 shares, consisting of (i) 261,257,942 shares of Class A Common Stock outstanding as of September 30, 2025, as reported by the Issuer in its publicly filed Registration Statement on Form S-3ASR on October 1, 2025, (ii) 1,848,879,455 shares of Class A Common Stock issuable upon conversion of shares of the Issuer's Class L Common Stock, half of which are designated Class L-1 Common Stock and half of which are designated Class L-2 Common Stock, as of August 1, 2025, as reported by the Issuer in its publicly filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and (iii) 705,205,413 shares of Class A Common Stock issued to the stockholders of Mr. Cooper Group Inc. in connection with the acquisition of Mr. Cooper Group Inc. by the Issuer on October 1, 2025, as reported by the Issuer in its publicly filed Current Report on Form 8-K/A on October 10, 2025. | |
| (b) | See rows (7) through (10) and the Comments of the cover pages to this Amendment for the number of shares of Class A Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition, which information is incorporated herein by reference. | |
| (c) | On September 16, 2025, Jennifer Gilbert contributed 104,685,128 shares of Class L Common Stock to The Jennifer Gilbert 2025 GRAT Agreement, of which Jennifer Gilbert is the trustee. Except as set forth in this Amendment, the Reporting Persons have not effected any transaction in the Class A Common Stock in the 60 days prior to filing this Amendment. | |
| (d) | Not applicable. | |
| (e) | On October 10, 2025, Daniel Gilbert Trust #1 u/a/d 8/23/16 ceased to be the beneficial owner of more than five percent of the outstanding shares of Class A Common Stock. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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