Rocket Companies, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In connection with the completion of the Up-C Collapse on June 30, 2025, the Company issued 1,848,879,455 Class L common stock to Mr. Gilbert and the former shareholders of RHI, 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”). Subject to certain limited exceptions as provided in the Company’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 Class A Common Stock and (ii) will automatically convert into one share of Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in the Company’s certificate of incorporation. 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 Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in the Company’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upon the later to occur of (A) June 30, 2027 and (B) the date that the outstanding shares of Class L Common Stock no longer represent at least 79% of the total voting power of the issued and outstanding shares of our common stock, all shares of Class L Common Stock will automatically convert to newly issued shares of Class A Common Stock.

The Company did not receive any proceeds or consideration in connection with issuance of the Class L Common Stock and such issuance was made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 4(a)(2) thereof as a transactions not involving a public offering.