Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Business, Basis of Presentation and Accounting Policies

Rocket Companies, Inc. (together with its consolidated subsidiaries, is referred to throughout this report as the "Company", “Rocket Companies”, “we”, “us” and “our”) was incorporated in Delaware on February 26, 2020.

We are a Detroit‑based fintech company with operations spanning mortgage, real estate and personal finance. We are committed to delivering industry-best client experiences through our AI-fueled homeownership strategy. Our full suite of products empowers our clients across financial wellness, personal loans, home search, mortgage finance, and title and closing. We believe our widely recognized “Rocket” brand is synonymous with simple, fast and trusted digital experiences. Through these businesses, we seek to deliver innovative client solutions leveraging our Rocket platform. Our business operations are organized into the followingtwo segments: (1) Direct to Consumer and (2) Partner Network, refer to Note 12, Segments.

Rocket Companies, Inc. is a holding company. Its primary material assets are the equity interests held in Rocket LP, LLC (Limited Partner of Rocket Limited Partnership), Rocket GP, LLC (General Partner of Rocket Limited Partnership) and Redfin Corporation (“Redfin”). Rocket Limited Partnership is a Michigan limited partnership and wholly owns the following entities: Rocket Mortgage, LLC, Amrock Holdings, LLC (“Rocket Close”), Rocket Title Insurance Company (“RTIC”), LMB HoldCo LLC (“Core Digital Media”), Rocket Homes Real Estate LLC (“Rocket Homes”), RockLoans Holdings LLC (“Rocket Loans”), Rocket Money, Inc. (“Rocket Money”), Lendesk Canada Holdings Inc. (“Lendesk Technologies”) and Woodward Capital Management LLC. As used herein, “Rocket Mortgage” refers to either the Rocket Mortgage brand or platform, or the Rocket Mortgage business, as the context allows.

On July 1, 2025 Rocket Companies completed the acquisition of Redfin, including its direct and indirect subsidiaries, which will continue as a wholly-owned subsidiary of the Company.

On October 1, 2025 Rocket Companies completed the acquisition of Mr. Cooper Group Inc. (“Mr. Cooper”), including its direct and indirect subsidiaries (the "Mr. Cooper Acquisition"). Pursuant to the Mr. Cooper Acquisition, Mr. Cooper merged with and into Maverick Merger 2, LLC (a wholly-owned subsidiary of the Company) where Maverick Merger Sub 2, LLC was the surviving entity, which will continue as an indirect wholly-owned subsidiary of the Company.

Up-C Collapse

On June 30, 2025, the Company completed a series of transactions to simplify its organizational and capital structure by collapsing its Up-C structure (the “Up-C Collapse”). Previously, the Company and Rock Holdings Inc. ("RHI") held variable economic interests in Rocket, LLC ("Holdings"). As part of the Up-C Collapse, RHI contributed all of its assets and liabilities, excluding its common limited liability company interests in Holdings ("Holdings LLC Units"), its shares of Class D common stock, and certain immaterial ancillary net assets, to a newly formed legal entity. Through a series of transaction steps, Rocket GP, LLC acquired RHI, resulting in Rocket GP, LLC continuing as the surviving entity. In connection with these transactions, the previously outstanding Class D common shares and Holdings Units were exchanged and retired for newly created Class L common stock of the Company. Concurrently, the Company eliminated its Class B common stock and Class C common stock. Following the Up-C Collapse, only Class A common stock and Class L common stock are issued and outstanding. As a result of the Up-C Collapse and the conversion of Holdings to Rocket Limited Partnership, the Company holds, indirectly,100% of the voting and economic interests of Rocket Limited Partnership.

Class A common stock and Class L common stock have identical rights with respect to dividends and residual net assets on a per share basis, and each carryone vote per share. The Company's public shareholders continue to hold Class A common stock, while Mr. Daniel Gilbert and former shareholders of RHI now hold shares of both Class A common stock and Class L common stock directly in the Company.

The Up-C Collapse was accounted for as a common control transaction, which results primarily in the exchange of non-controlling interests in Holdings for Class L common stock. The collapse of the Up-C structure triggered deferred tax impacts as well as certain assumptions reflected in the estimate of the Tax Receivable Agreement liability. The Company has presented financial information reflecting the Up-C Collapse prospectively. Refer to Note 8, Income Taxesfor further details regarding the amendment of the Tax Receivable Agreement and the deferred tax impacts resulting from the collapse of the Up-C structure. Refer to Note 13, Non-controlling Interestfor further details around the conversion of Holdings to Rocket Limited Partnership and elimination of non-controlling interests as of the effective date of the Up-C Collapse. Refer to Note 15, Earnings Per Sharefor further details on the updates to the basic and diluted earnings per share calculations as of the effective date.

Basis of Presentation and Consolidation

As of September 30, 2025, the Company's consolidated financial statements reflect the Company's wholly-owned subsidiaries and variable interest entities ("VIE") in which the Company is the primary beneficiary.

Prior to the Up-C Collapse, the Company was the sole managing member of Holdings, therefore the Company operated and controlled all of the business affairs of Holdings, and through Holdings and its subsidiaries, conducted its business. Holdings was considered a variable interest entity (“VIE”) and we consolidated the financial results of Holdings under the guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation. A portion of our Net loss was allocated to Net loss attributable to non-controlling interest. As a result of the Up-C Collapse and the conversion of Holdings to Rocket Limited Partnership, the Company holds, indirectly,100% of the voting and economic interests of Rocket Limited Partnership and therefore consolidates Rocket Limited Partnership with no further non-controlling interest. For further details, refer below to Variable Interest Entities and Note 13, Non-controlling Interest.

For further details on the Company's other consolidated VIE, refer below to Consolidation of Collateralized Financing Entity.

All significant intercompany transactions and accounts between the businesses comprising the Company have been eliminated in the accompanying condensed consolidated financial statements.

The Company's derivatives, MSRs, mortgage and non-mortgage loans held for sale, money market funds and trading investment securities are measured at fair value on a recurring basis. Additionally, other assets may be required to be measured at fair value in the condensed consolidated financial statements on a nonrecurring basis. For further details of the Company’s transactions refer to Note 3, Fair Value Measurements.

All transactions and accounts between RHI and other related parties with the Company have a history of settlement or will be settled for cash and are reflected as related party transactions. For further details of the Company’s related party transactions refer to Note 7, Transactions with Related Parties.

Our condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair statement of our results of operations, financial position and cash flows for the periods presented. Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. Our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Management Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management is not aware of any factors that would significantly change its estimates and assumptions as of September 30, 2025. Actual results may differ from these estimates.

Subsequent Events

In preparing these condensed consolidated financial statements, the Company evaluated events and transactions for potential recognition or disclosure through the date these condensed consolidated financial statements were issued. Refer to Note 2, Acquisitions for subsequent events related to acquisition transactions and Note 3, Fair Value Measurements and Note 6, Borrowings for disclosures on changes to the Company's debt agreements.

Special Dividend

In connection with the Up-C Collapse, on March 10, 2025, our board of directors authorized and declared a cash dividend (the “2025 Special Dividend”) of $0.80 per share to the holders of our Class A common stock. The 2025 Special Dividend of $120.1 million was paid on April 3, 2025 to holders of the Class A common stock of record as of the close of business on March 20, 2025. This amount is reflected within the ‘Distributions to other unit holders (members of Holdings)’ line item on the Condensed Consolidated Statements of Cash Flows.

Revenue Recognition

Gain on sale of loans, net— includes all components related to the origination and sale of mortgage loans, including (1) net gain on sale of loans, which represents the premium we receive in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, (2) loan origination fees (credits), points and certain costs, (3) provision for or benefit from investor reserves, (4) the change in fair value of interest rate locks and loans held for sale, (5) the gain or loss on forward commitments hedging loans held for sale and interest rate lock commitments ("IRLCs") and (6) the fair value of originated MSRs. An estimate of the Gain on sale of loans, net is recognized at the time an IRLC is issued, net of a pull-through factor. Subsequent changes in the fair value of IRLCs and mortgage loans held for sale are recognized in current period earnings. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in Gain on sale of loans, net. Fair value of originated MSRs represents the estimated fair value of MSRs related to loans which we have sold and retained the right to service.

Loan servicing (loss) income, net— includes income from servicing, sub-servicing and ancillary fees, and is recorded to income as earned, which is upon collection of payments from borrowers. This amount also includes the Change in fair value of MSRs, which is the adjustment for the fair value measurement of the MSR asset as of the respective balance sheet date. Refer to Note 4, Mortgage Servicing Rightsfor information related to the gain/(loss) on changes in the fair value of MSRs.

Interest income, net— includes interest earned on mortgage loans held for sale and mortgage loans held for investment net of the interest expense paid on our loan funding facilities. Interest income is recorded as earned and interest expense is recorded as incurred. Interest income is accrued and credited to income daily based on the unpaid principal balance (“UPB”) outstanding. The accrual of interest income is generally discontinued when a loan becomes 90 days past due.

Other income—includes revenues gene rated from Deposit income (related to revenue earned on deposits, including escrow deposits), Rocket Close (title, closing and appraisal fees), Rocket Money (subscription revenue andother service-based fees), Real estate services revenue (commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents), Rocket Loans (personal loan interest earned and other income) and Other(additional subsidiary andmiscellaneous revenue).

The following significant revenue streams fall within the scope of ASC 606, Revenue from Contracts with Customers and are disaggregated hereunder. The remaining revenue streams within the scope of ASC 606 are immaterial, both individually and in aggregate.

Rocket Money subscription revenue— The Company recognizes subscription revenue ratably over the contract term beginning on the commencement date of each contract. We have determined that subscriptions represent a stand-ready obligation to perform over the subscription term. These performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefits. Contracts areone month toone year in length. Subscription revenues were $88,256 and $65,950 for the three months ended September 30, 2025 and 2024, respectively and $259,678 and $192,119 for the nine months ended September 30, 2025 and 2024, respectively.

Rocket Close closing fees— The Company recognizes closing fees for nonrecurring services provided in connection with the origination of the loan. These fees are recognized at the time of loan closing for purchase transactions or at the end of a client's three-day rescission period for refinance transactions, which represents the point in time the loan closing services performance obligation is satisfied. The consideration received for closing services is a fixed fee per loan that varies by state and loan type. Closing fees were $35,469 and $29,231 for the three months ended September 30, 2025 and 2024, respectively and $91,880 and $75,057 for the nine months ended September 30, 2025 and 2024, respectively.

Rocket Close appraisal revenue— The Company recognizes appraisal revenue when the appraisal service is completed. The Company may choose to deliver appraisal services directly to its client or subcontract such services to a third-party licensed and/or certified appraiser. In instances where the Company performs the appraisal, revenue is recognized as the gross amount of consideration received at a fixed price per appraisal. The Company is an agent in instances where a third-party appraiser is involved in the delivery of appraisal services and revenue is recognized net of third-party appraisal expenses. Appraisal revenue was $11,387 and $9,222 for the three months ended September 30, 2025 and 2024, respectively and $30,334 and $27,552 for the nine months ended September 30, 2025 and 2024, respectively.

Real estate referral services revenue— The Company recognizes referral services revenue based on arrangements with partner agencies contingent on the closing of a transaction. As this revenue stream is variable, and is contingent on the successful transaction close, the revenue is constrained until the occurrence of the transaction. At this point, the constraint on recognizing revenue is deemed to have been lifted and revenue is recognized for the consideration expected to be received. Referral services revenue was $20,449 and $14,363 for the three months ended September 30, 2025 and 2024, respectively and $45,726 and $40,657 for the nine months ended September 30, 2025 and 2024, respectively.

Real estate brokerage services revenue— Brokerage revenue includes our offer and listing services, where our lead agents represent homebuyers and home sellers. We recognize commission-based brokerage revenue upon closing of a brokerage transaction, less the amount of any commission refunds, closing-cost reductions, or promotional offers that may result in a material right under ASC 606. Brokerage revenue is affected by the number of brokerage transactions we close, the mix of brokerage transactions, home-sale prices, commission rates, and the amount we give to customers. Brokerage revenue was $177,167 for the three and nine months ended September 30, 2025, respectively.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. We maintain our bank accounts with a relatively small number of high-quality financial institutions.

Restricted cash as of September 30, 2025 and 2024 consisted of cash on deposit for a repurchase facility, client application deposits, title premiums collected from the insured that are due to the underwriter, and principal and interest received in collection accounts for purchased assets. During the nine months ended September 30, 2025, the Company closed its offering of $2.0 billion aggregate principal amount of 6.125% senior notes due 2030 and $2.0 billion aggregate principal amount of 6.375% senior notes due 2033.

Loans subject to repurchase right from Ginnie Mae

For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets defined criteria, including being delinquent more than 90 days. Once the Company has the unilateral right to repurchase the delinquent loan, the Company has effectively regained control over the loan and must re-recognize the loan on the Condensed Consolidated Balance Sheets and establish a corresponding liability regardless of the Company's intention to repurchase the loan. The asset and corresponding liability are recorded at the unpaid principal balance of the loan, which approximates its fair value.

Variable Interest Entities

As of September 30, 2025, the Company's consolidated financial statements reflect the Company's wholly-owned subsidiaries and variable interest entities ("VIE") in which the Company is the primary beneficiary. Refer to the Basis of Presentation and Consolidation above for further details relating to how the Company reported its VIEs prior to the Up-C Collapse.

Consolidation of the Collateralized Financing Entity

In the normal course of business, the Company transfers financial assets to a trust for which the Company holds a variable interest. Management concluded the Company has power to direct activities impacting the trust’s economic performance and has an economic interest in the entity that could result in benefits or losses, and therefore is the primary beneficiary of the trust. As the primary beneficiary, the Company consolidates the trust's financial position and results of operations for financial reporting purposes under the variable interest consolidation model guidance in ASC 810, Consolidation. The Company has elected to account for the assets and liabilities of the VIE as a collateralized financing entity (“CFE”). A CFE is a VIE that holds financial assets, issues beneficial interests in those assets and has no more than nominal equity. The related assets are not available for general use by the Company and creditors have no recourse to the Company for the related liabilities.

Accounting Standards Issued but Not Yet Adopted

In December 2023, the FASB issued Accounting Standard Update ("ASU") 2023-09: Income Taxes (Topic 740) – Improvements to Income Tax Disclosures. The new guidance requires additional disclosures relating to the tax rate reconciliation and the income taxes paid information. The guidance is effective for fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the requirements of the update, which is expected to result in expanded disclosures upon adoption.

In November 2024, the FASB issued ASU 2024-03: Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40) – Disaggregation of Income Statement Expenses. The new guidance requires companies to disclose information about specific expenses at each interim and annual reporting period. The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods with fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the requirements of the update, which may result in expanded disclosures upon adoption.

In September 2025, the FASB issued ASU 2025-06: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). The new guidance updates the requirements for capitalizing software costs. The guidance is effective for fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the requirements of the update, which is expected to result in changes to the Company's policy for capitalizing software costs.

2. Acquisitions

Redfin Acquisition

Effective July 1, 2025, the Company acquired 100% of the outstanding shares of Redfin, a residential real estate brokerage company headquartered in Seattle and incorporated in Delaware, in an all-stock transaction (the “Redfin Acquisition”). The Company included the financial results of Redfin in its condensed consolidated financial statements from the date of acquisition. The transaction costs associated with the Redfin Acquisition were approximately $8,041 and $22,140 for the three and nine months ended September 30, 2025, respectively, and were recorded in General and administrative expenses in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The acquisition-date fair value of the consideration transferred for the acquisition of Redfin was approximately $1,742,005, which consisted of the following:

(1) Value of Rocket Class A common stock issued on the date of close 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.

(2) 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 above.

(3) Cash paid at closing to settle Redfin’s outstanding term loan principal, accrued interest, and a 1% prepayment premium triggered by the Redfin Acquisition.

The Company has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition with the excess of consideration transferred over the fair value of net assets acquired recorded as goodwill. The following table summarizes the preliminary purchase price allocation as of the acquisition date:

(1) The deferred tax asset generated from the acquisition is presented net within the Deferred tax liability in the Condensed Consolidated Balance Sheet as of September 30, 2025.

(2) Funding facilities were voluntarily paid off and terminated during the third quarter 2025.

(3) Refer to Note 6, Borrowings for details regarding Senior Notes following consummation of the acquisition.

The resulting goodwill is primarily attributed to the assembled workforce, synergies from integrating Redfin’s brokerage and home search platform with Rocket’s mortgage and real estate ecosystem, and opportunities for future market expansion. Goodwill generated as a result of the Redfin Acquisition is not expected to be deductible for tax purposes. The fair values assigned to the intangible assets acquired, as well as tax-related liabilities, are preliminary and subject to change as additional information becomes available and certain tax matters are finalized. Additional information that existed as of the acquisition date but at the time was unknown to the Company may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. The Company is currently in the process of allocating goodwill to reporting units that are expected to benefit from the synergies of the acquisition.

The fair value of receivables acquired is $44,584, which is recorded within Other assets in the table above, with the gross contractual amount being $52,559. The Company estimates $7,975 to be uncollectible.

Since the acquisition date, the amounts of revenue and net income (loss) of Redfin included in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) were $240,214 and $(68,516), respectively, for both the three and nine months ended September 30, 2025.

Identifiable Intangible Assets Acquired

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the acquisition date:

The preliminary estimate of the fair value of Redfin’s intangible assets was determined primarily using forms of the income approach and the cost approach, which require forecasts of expected future cash flows or replacement costs. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent Level 3 measurement of the fair value hierarchy as defined in ASC 820, Fair Value Measurements. The following valuation methodologies applied to identifiable intangible assets acquired are summarized below:

•Developed technology and other were valued using the replacement cost method, a form of the cost approach. The replacement cost method estimates the value of Redfin’s proprietary technology based on the cost required to recreate it, including opportunity costs and development expenses.

•Trade names were valued using the relief from royalty (“RFR”) method, a form of the income approach. The RFR method estimates the fair value of Redfin’s established brand names based on the hypothetical royalty payments Redfin avoids by not having to license the names. The fair value equals the present value of avoided royalty payments (i.e., the economic benefit of owning the asset outright).

•Customer relationships were valued using the multi-period excess earnings method (“MEEM”) and the with and without method, both forms of the income approach. The MEEM method isolates the net cash flows expected to be generated from existing partner and customer relationships after considering contributory asset charges, with the fair value equal to the present value of these cash flows over the asset’s economic life. The with and without method estimates the fair value of prior home buyer relationship asset based on the present value of the cash flows Redfin is expected to generate with and without the relationships in place, with the difference representing the cash flows attributed to the asset.

Share-based Compensation

In connection with the Redfin Acquisition, each issued and outstanding option, restricted stock unit (“RSU”), and performance stock unit (“PSU”) was converted into the Rocket equivalent awards (with PSUs converted into time-based awards at the level of achievement determined prior to closing). As a result, Rocket issued 1.4 million replacement stock options,7.5 million replacement RSUs, and 1.2 million replacement PSUs, which were replaced with an equivalent number of RSUs. The portion of the fair value related to pre-combination services of $23,898 was included in consideration transferred, with no incremental fair value recognized upon conversion. The future unrecognized expense related to the outstanding converted options, RSUs, and PSUs will be recognized over the remaining requisite service periods.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations for Rocket and Redfin, as if the Redfin Acquisition had been consummated on January 1, 2024. The unaudited pro forma financial information was as follows:

The unaudited pro forma financial information presented is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the Redfin Acquisition was consummated on January 1, 2024, and is not indicative of future operating results. The unaudited pro forma information for all periods presented includes the following adjustments, where applicable, for business combination accounting effects resulting from the acquisition: (i) incremental amortization of acquisition-related intangibles and reversal of contract asset amortization, (ii) net share-based compensation expense from for Rocket replacement equity awards, (iii) interest and amortization expense on non-funding debt, and (iv) the related tax effects.

The significant nonrecurring adjustments reflected in the unaudited pro forma consolidated information above include the impact of transaction costs of $22,140 and the one-time discretionary payments of $9,738 made to certain former Redfin employees, both of which have been included in the earliest period presented, each net of tax.

Mr. Cooper Acquisition

Effective October 1, 2025, the Company completed the previously announced agreement to acquire 100% of the outstanding shares of Mr. Cooper, a residential mortgage servicer headquartered in Coppell, Texas and incorporated in Delaware, in an all-stock transaction ("Mr. Cooper Acquisition") in which Mr. Cooper shareholders received 11.00 shares of our Class A common stock per share of Mr. Cooper common stock. The Company issued 705,205,413 shares of Class A common stock to shareholders of Mr. Cooper. Preliminary consideration transferred is estimated to be $17.0 billion, including the estimated fair value of Rocket Class A common stock, the estimated fair value of converted Mr. Cooper equity awards for services rendered in the precombination period, and cash paid to settle certain senior unsecured notes. The Company is in the process of completing purchase accounting for the Mr. Cooper Acquisition. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations and will be reflected in the Company’s consolidated financial statements for the year ended December 31, 2025.

Subsequent to September 30, 2025, the Company completed the exchange offers and consent solicitations related to Nationstar Mortgage Holdings Inc.’s $750,000 aggregate principal amount of outstanding 6.500% Senior Notes due 2029 (the "Existing 2029 Notes") and $1,000,000 aggregate principal amount of outstanding 7.125% Senior Notes due 2032 (the "Existing 2032 Notes"). In the Exchange Offers, $738,075, or approximately 98.41% of the 2029 Notes and $955,326, or approximately 95.53% of the 2032 Notes were validly tendered. Accordingly, on October 1, 2025, the Company issued $738,075 of 6.500% Senior Notes due 2029 and $955,326 of 7.125% Senior Notes due 2032. In connection with the internal reorganization, Rocket Mortgage, LLC assumed all remaining notes that were not validly tendered.

Additionally, subsequent to September 30, 2025, the Company completed the tender offers and consent solicitations related to Nationstar Mortgage Holdings Inc.’s $650,000 aggregate principal amount of 5.125% Senior Notes due 2030 and $600,000 aggregate principal amount of 5.750% Senior Notes due 2031. In these offers, $574,300, or approximately 88.4%, of the 2030 Notes and $535,800, or approximately 89.3%, of the 2031 Notes were validly tendered. On October 1, 2025, the Company accepted for purchase the notes validly tendered, funded by proceeds from the Company’s June 2025 unsecured notes issuance. In connection with the internal reorganization, Rocket Mortgage, LLC assumed all remaining notes that were not validly tendered.

Furthermore, subsequent to September 30, 2025, the Company redeemed all of Nationstar Mortgage Holdings Inc.’s $500,000 aggregate principal amount of 5.000% Senior Notes due 2026, $600,000 aggregate principal amount of 6.000% Senior Notes due 2027, and $850,000 aggregate principal amount of 5.500% Senior Notes due 2028, funded by proceeds from the Company’s June 2025 unsecured notes issuance.

3. Fair Value Measurements

Fair value is the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2 and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions.

Fair value measurements are classified in the following manner:

Level 1— Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2— Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date.

Level 3— Valuation is based on the Company’s internal models using assumptions at the measurement date that a market participant would use.

In determining fair value measurement, the Company uses observable inputs whenever possible. The level of a fair value measurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, such prices are used in the measurements. If observable market data is not available at the measurement date, judgment is required to measure fair value.

The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of September 30, 2025 or December 31, 2024.

Money market funds— Money market funds are highly liquid and are valued using quoted market prices for identical assets in active markets, which are classified as Level 1.

Mortgage loans held for sale— Loans held for sale that trade in active secondary markets are valued using Level 2 measurements derived from observable market data, including: (i) securities backed by similar mortgage loans, adjusted for certain factors to approximate the fair value of a whole mortgage loan, including the value attributable to mortgage servicing and credit risk, and (ii) recent observable market trades from similar loans, adjusted for credit risk and other individual loan characteristics. Loans held for sale for which there is little to no observable trading activity of similar instruments are valued using Level 3 measurements based upon internal models using assumptions at the measurement date that a market participant would use.

Derivative assets and liabilities— The fair value of IRLCs is based on current market prices of securities backed by similar mortgage loans (as determined above under mortgage loans held for sale), net of costs to close the loans, subject to the estimated loan funding probability, or “pull-through factor”. Given the significant and unobservable nature of the pull-through factor, IRLCs are classified as Level 3. The Company’s Forward commitments are valued based on quoted prices for similar assets in an active market with inputs that are observable and are classified within Level 2 of the valuation hierarchy. The Company’s Treasury futures are valued based on quoted prices for similar assets in an active market with inputs that are observable and are classified within Level 1 of the valuation hierarchy.

MSRs— The fair value of MSRs is determined using an internal valuation model that calculates the present value of estimated net future cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings and contractual servicing fee income, among others. MSRs are classified as Level 3.

Investment securities— Investment securities are trading debt securities that are recorded at fair value using observable market prices for similar securities or identical securities that are traded in less active markets, which are classified as Level 2 and include highly rated municipal, government and corporate bonds.

Non-mortgage loans held for sale— Non-mortgage loans held for sale are personal loans. The fair value of non-mortgage loans is determined using an internal valuation model that calculates the present value of estimated net future cash flows. Non-mortgage loans are classified as Level 3.

Assets and Liabilities of the consolidated CFE— Assets and liabilities represent non-mortgage loans and investment debt certificates at the consolidated CFE, respectively. The Company has elected the fair value option and to measure both the assets and liabilities of the consolidated CFE using the more observable of the fair value of the financial assets or the fair value of the financial liabilities. The Company determined inputs to the fair value measurement of the financial assets to be more observable. The fair value of the assets and liabilities of the consolidated CFE are determined using an internal valuation model that calculates the present value of estimated net future cash flows and are classified as Level 3. The net equity in the consolidated CFE represents the fair value of the Company’s beneficial interest in the entity.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The table below shows a summary of financial statement items that are measured at estimated fair value on a recurring basis, including assets measured under the fair value option. There were no material transfers of assets or liabilities recorded at fair value on a recurring basis between Levels 1, 2 or 3 during the nine months ended September 30, 2025 or the year ended December 31, 2024.

(1) As of September 30, 2025 and December 31, 2024, $93.9 million and $114.5 million, respectively, of unpaid principal balance of the Level 3 mortgage loans held for sale were 90 days or more delinquent and were considered in non-accrual status. The fair value of these Level 3 mortgage loans held for sale was $79.4 million and $99.7 million as of September 30, 2025 and December 31, 2024, respectively.

The following tables present the quantitative information about material recurring Level 3 fair value financial instruments and the fair value measurements as of:

The table below presents a reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2025 and 2024. Mortgage servicing rights are also classified as a Level 3 asset measured at fair value on a recurring basis and its reconciliation is found in Note 4, Mortgage Servicing Rights.

(1) Transfers in represent loans repurchased from investors or loans originated for which an active market currently does not exist. Transfers out primarily represent loans sold or transferred to third parties and loans paid in full.

Fair Value Option

The following is the estimated fair value and UPB of mortgage loans held for sale, non-mortgage loans held for sale and assets of the consolidated CFE that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option was elected for these assets as the Company believes fair value best reflects their expected future economic performance:

(1) Represents the amount of gains (losses) included in Gain on sale of loans, net for Mortgage loans held for sale and Other income for Non-mortgage loans held for sale and Assets of the consolidated CFE on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), due to changes in fair value of items accounted for using the fair value option.

Disclosures of the fair value of certain financial instruments are required when it is practical to estimate the value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.

The following table presents the carrying amounts and estimated fair value of financial liabilities that are not recorded at fair value on a recurring or nonrecurring basis. This table excludes Cash and cash equivalents, Restricted cash, Loans subject to repurchase right from Ginnie Mae, Funding facilities and Other financing facilities as these financial instruments are highly liquid or short-term in nature and as a result, their carrying amounts approximate fair value:

The fair value of Senior Notes was calculated using the observable bond price at September 30, 2025 and December 31, 2024, respectively. The Senior Notes are classified as Level 2 in the fair value hierarchy.

4. Mortgage Servicing Rights

Mortgage servicing rights are recognized as assets on the Condensed Consolidated Balance Sheets when loans are sold, and the associated servicing rights are retained. The Company maintains one class of MSRs asset and has elected the fair value option. These MSRs are recorded at fair value, which is determined using an internal valuation model that calculates the present value of estimated future net servicing fee income. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings and contractual servicing fee income, among others.

The following table summarizes changes to the MSR assets:

(1) Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, and the gains or losses on sales of MSRs during the applicable period. It does not include the change in fair value of derivatives that economically hedge MSRs or the effects of contractual prepayment protection resulting from sales or purchases of MSRs.

The Company retains the right to service a majority of these loans upon sale through ownership of servicing rights. The total UPB of mortgage loans serviced, excluding subserviced loans, at September 30, 2025 and December 31, 2024 was $537,972,166 and $525,517,829, respectively. The portfolio primarily consists of high-quality performing agency and government (FHA and VA) loans. As of September 30, 2025 and December 31, 2024, delinquent loans (defined as 60-plus days past-due) were 1.41% and 1.54%, respectively, of our total portfolio.

The following is a summary of the weighted average discount rate and prepayment speed assumptions used to determine the fair value of MSRs as well as the expected life of the loans in the servicing portfolio:

The key assumptions used to estimate the fair value of MSRs are prepayment speeds and the discount rate. Increases in prepayment speeds generally have an adverse effect on the value of MSRs as the underlying loans prepay faster. In a declining interest rate environment, the fair value of MSRs generally decreases as prepayments increase and therefore, the estimated life of the MSRs and related cash flows decrease. Decreases in prepayment speeds generally have a positive effect on the value of MSRs as the underlying loans prepay less frequently. In a rising interest rate environment, the fair value of MSRs generally increases as prepayments decrease and therefore, the estimated life of the MSRs and related cash flows increase. Increases in the discount rate result in a lower MSRs value and decreases in the discount rate result in a higher MSRs value. MSRs uncertainties are hypothetical and do not always have a direct correlation with each assumption. Changes in one assumption may result in changes to another assumption, which might magnify or counteract the uncertainties.

The following sensitivity analysis shows the potential impact on the fair value of the Company’s MSRs based on hypothetical changes in key assumptions, including the discount rate and prepayment speeds:

5. Mortgage Loans Held for Sale

The Company sells substantially all of its originated mortgage loans into the secondary market. Mortgage loans held for sale are loans originated that are expected to be sold into the secondary market. Below is a roll forward of the activity in mortgage loans held for sale:

(1) The Gain on sale of loans excluding fair value of MSRs, net on the Condensed Consolidated Statements of Cash Flows includes income related to interest rate lock commitments, forward commitments and provision for investor reserves.

Credit Risk

The Company is subject to credit risk associated with mortgage loans that it purchases and originates during the period of time prior to the sale of these loans. The Company considers credit risk associated with these loans to be minimal as it holds the loans for a short period of time, which for the nine months ended September 30, 2025 is generally less than 45 days from the date of borrowing, and the market for these loans continues to be highly liquid. The Company is also subject to credit risk associated with mortgage loans it has repurchased as a result of breaches of representations and warranties during the period of time between repurchase and resale.

6. Borrowings

The Company maintains various funding facilities, financing facilities and unsecured senior notes, as shown in the tables below. Interest rates typically have two main components; a base rate - most commonly SOFR, which is sometimes subject to a minimum floor, plus a spread. Some funding facilities have a commitment fee, which can be up to 50 basis points per year. The commitment fee charged by lenders is calculated based on the committed line amount multiplied by a negotiated rate. The Company is required to maintain certain covenants, including minimum tangible net worth, minimum liquidity, maximum total debt or liabilities to net worth ratio, pretax net income requirements and other customary debt covenants, as defined in the agreements. The Company was in compliance with all covenants as of September 30, 2025 and December 31, 2024.

The amount owed and outstanding on the Company’s loan funding facilities fluctuates based on its origination volume, the amount of time it takes the Company to sell the loans it originates and the Company’s ability to use its cash to self-fund loans. In addition to self-funding, the Company may use surplus cash to “buy-down” the effective interest rate of certain loan funding facilities or to self-fund a portion of our loan originations. Buy-down funds are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets. We have the ability to withdraw these funds at any time, unless a margin call has been made or a default has occurred under the relevant facilities. We will also deploy cash to self-fund loan originations, a portion of which can be transferred to a mortgage loan funding facility or the early buy out line, provided that such loans meet the eligibility criteria to be placed on such lines. The remaining portion will be funded in normal course over a short period of time, generally less than 45 days.

The terms of the Senior Notes restrict our ability and the ability of our subsidiary guarantors among other things to: (1) merge, consolidate or sell, transfer or lease assets and; (2) create liens on assets.

Funding Facilities

(1) This facility also includes a $150,000 sublimit for early buy out financing; capacity is fully fungible and is not restricted by these allocations.

(2) This facility was voluntarily terminated in June 2025.

(3) This facility has a 12-month initial term, which can be extended for 3-months at each subsequent 3-month anniversary from the initial start date. Subsequent to September 30, 2025, this facility was extended to October 27, 2026.

(4) This facility also includes a $1,500,000 sublimit for MSR financing; capacity is fully fungible and is not restricted by these allocations.

(5) This facility is a sublimit of Early Buy out Financing Facility 6, found below in Financing Facilities. Refer to Subfootnote 4, Financing Facilities for additional details regarding this facility.

(6) This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party upon written notice.

(7) This facility will be reviewed every 90 days. This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party upon written notice.

(8) This facility was voluntarily terminated in March 2025.

(9) The interest rates charged by lenders on mortgage funding facilities included the applicable base rate plus a spread ranging from 1.00% to 1.63% for the nine months ended September 30, 2025 and 1.00% to 1.80% for the year ended December 31, 2024.

(10) The interest rates charged by lenders on personal loan funding facilities included the applicable base rate plus a spread ranging from 0.80% to 2.30% for the nine months ended September 30, 2025 and 1.15% for the year ended December 31, 2024.

Financing Facilities

(1) Refer to Note 7, Transactions with Related Partiesfor additional details regarding this unsecured line of credit. These facilities were voluntarily terminated in June 2025.

(2) Subsequent to September 30, 2025, upon satisfaction of certain conditions specified in the agreement governing this facility, including the closing of the Mr. Cooper Acquisition among other things, this facility upsized to $2,300,000.

(3) This facility is a sublimit of Master Repurchase Agreement 5, found above in Funding Facilities. Refer to Subfootnote 4, Funding Facilities for additional details regarding this financing facility.

(4) This facility includes a $3,000,000 sublimit for newly originated mortgage loans held for sale; capacity is fully fungible and is not restricted by these allocations.

(5) This facility is a sublimit of Master Repurchase Agreement 1, found above in Funding Facilities. Refer to Subfootnote 1, Funding Facilities for additional details regarding this financing facility.

(6) The interest rates charged by lenders on the financing facilities included the applicable base rate, plus a spread ranging from 1.45% to 3.25% for the nine months ended September 30, 2025 and the year ended December 31, 2024.

Unsecured Senior Notes

(1) The 2025 Convertible Senior Notes were unsecured obligation notes with no asset required to pledge for this borrowing. For the three months ended September 30, 2025, the contractual interest expense incurred waszero. Subsequent to September 30, 2025, these notes matured and were settled in cash in accordance with their terms.

(2) The 2026 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $1,150,000 carrying amount on the Condensed Consolidated Balance Sheets by $2,285 and $3,999 as of September 30, 2025 and December 31, 2024, respectively.

(3) The 2027 Convertible Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. For the three months ended September 30, 2025, the contractual interest expenses incurred was $629. The effective interest rate on the 2027 Convertible Senior Notes is 0.55%. The 2027 Convertible Senior Notes are convertible to cash, shares of the Company's common stock, or a combination thereof, at our election. The conversion rate is 8.47 shares of common stock per $1 principal amount.

(4) The 2028 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs and discounts are presented net against the Senior Notes reducing the $61,985 carrying amount on the Condensed Consolidated Balance Sheets by $158 and $131 as of September 30, 2025, respectively, and $212 and $177, as of December 31, 2024, respectively.

(5) The 2029 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $750,000 carrying amount on the Condensed Consolidated Balance Sheets by $3,424 and $4,177 as of September 30, 2025 and December 31, 2024, respectively.

(6) The 2030 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $2,000,000 carrying amount on the Condensed Consolidated Balance Sheets by $19,682 as of September 30, 2025.

(7) The 2031 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $1,250,000 carrying amount on the Condensed Consolidated Balance Sheets by $7,322 and $8,337 as of September 30, 2025 and December 31, 2024, respectively.

(8) The 2033 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $2,000,000 carrying amount on the Condensed Consolidated Balance Sheets by $20,100 as of September 30, 2025.

(9) The 2033 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $850,000 carrying amount on the Condensed Consolidated Balance Sheets by $5,629 and $6,157 as of September 30, 2025 and December 31, 2024, respectively.

Refer to Note 2, Acquisitions for information pertaining to the completed redemptions, tender offers, par call, exchange offers and consent solicitations subsequent to September 30, 2025, in connection with the Mr. Cooper Acquisition.

Refer to Note 3, Fair Value Measurements for information pertaining to the fair value of the Company’s debt as of September 30, 2025 and December 31, 2024.

Bridge Loan Commitment

The consummation of the Mr. Cooper Acquisition triggered change of control provisions in the Mr. Cooper unsecured senior notes that required Mr. Cooper or a third party, shortly after the closing of the Mr. Cooper Acquisition, to offer to repay such indebtedness. Consequently, Rocket entered into a commitment letter, dated as of March 31, 2025, with commitment parties, pursuant to which the parties have committed to provide a 364-day senior unsecured bridge term loan facility (the “Bridge Facility”) with capacity of up to $4.95 billion.

On June 5, 2025, Rocket entered into a Purchase Agreement with certain purchasers, pursuant to which Rocket obtained on June 20, 2025 permanent financing in the form of $2.0 billion aggregate principal amount of 6.125% senior notes due 2030 and $2.0 billion aggregate principal amount of 6.375% senior notes due 2033. As a result, the Bridge Facility commitment amount was reduced to $950 million.

On August 15, 2025, the Bridge Facility commitment was reduced tozero and the facility was terminated upon satisfaction of the conditions related to the Mr. Cooper debt tender offers, exchange offers, and consent solicitations. The Company incurred $38.3 million in debt financing fees, which is fully recognized in Interest and amortization expense on non-funding debt for the nine months ended September 30, 2025.

7. Transactions with Related Parties

The Company has entered into various transactions and agreements with RHI, its subsidiaries, certain other affiliates and related parties (collectively, “Related Parties”). These transactions include providing financing and services as well as obtaining financing and services from these Related Parties.

Financing Arrangements

During the period ended June 30, 2025, the Company terminated two lines of credit with RHI. The lines of credit had a borrowing capacity of $2,000,000 (“RHI Line of Credit”) and $100,000 (“RHI 2 nd Line of Credit”), respectively. The Company didnot draw on the lines and there wereno outstanding amounts due as of June 30, 2025 and December 31, 2024. Refer to the 2024 Form 10-K for further details regarding these financing arrangements.

RHI and RTIC were parties to a surplus debenture, effective as of December 28, 2015, and as further amended and restated on July 31, 2023 (the “RHI/RTIC Debenture”), pursuant to which RTIC was indebted to RHI for an aggregate principal amount of $21,500. Interest under the RHI/RTIC Debenture accrued at an annual rate of 8%. Principal and interest under the RHI/RTIC Debenture were due and payable quarterly, in each case subject to RTIC achieving a certain amount of surplus and payments of all interest before principal payments began. RTIC repaid an aggregate ofzero and $429 for the three months ended September 30, 2025 and 2024, respectively and $28,792 and $1,291 for the nine months ended September 30, 2025 and 2024, respectively. The total amount of interest accrued waszero and $434 for the three months ended September 30, 2025 and 2024, respectively and $278 and $1,291 for the nine months ended September 30, 2025 and 2024, respectively. The aggregate amount due to RHI was paid in full on February 28, 2025 and the RHI/RTIC Debenture was terminated. The aggregate amount outstanding due to RHI was $28,514 as of December 31, 2024.

The Notes receivable and due from affiliates was $17,433 and $14,245 as of September 30, 2025 and December 31, 2024, respectively. The Notes payable and due to affiliates was $2,839 and $31,280 as of September 30, 2025 and December 31, 2024, respectively.

Services, Products and Other Transactions

We have entered into transactions and agreements to provide certain services to Related Parties. We recognized revenue of $915 and $1,450 for the three months ended September 30, 2025 and 2024, respectively and $3,464 and $4,710 for the nine months ended September 30, 2025 and 2024, respectively, for the performance of these services, which was included in Other income on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). We have also entered into transactions and agreements to purchase certain services, products and other transactions from Related Parties. We incurred expenses of $619 and $801, which are included in Salaries, commissions and team member benefits; $7,623 and $13,142, which are included in General and administrative expenses; and $3,153 and $2,813, which are included in Marketing and advertising expenses, for the three months ended September 30, 2025 and 2024, respectively, on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). We incurred expenses of $1,964 and $2,210, which are included in Salaries, commissions and team member benefits; $30,625 and $37,975, which are included in General and administrative expenses; and $9,212 and $8,115, which are included in Marketing and advertising expenses, for the nine months ended September 30, 2025 and 2024, respectively, on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

The Company has also entered into a Tax Receivable Agreement with related parties as described further in Note 8, Income Taxes.

Lease Transactions with Related Parties

The Company is a party to lease agreements for certain offices, including our headquarters in Detroit, with various affiliates of Bedrock Management Services LLC (“Bedrock”), a related party, and other related parties of the Company. The Company incurred expenses related to these arrangements of $19,081 and $18,550 for the three months ended September 30, 2025 and 2024, respectively and $56,151 and $56,848 for the nine months ended September 30, 2025 and 2024, respectively. These amounts are included in General and administrative expenses on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

8. Income Taxes

The Company had an income tax benefit of $60,342 on Loss before income taxes of $184,196 and an income tax benefit of $15,895 on Loss before income taxes of $497,319 for the three months ended September 30, 2025 and 2024, respectively. The Company had an income tax benefit of $80,826 on Loss before income taxes of $383,037 and an income tax expense of $5,878 on Loss before income taxes of $6,907 for the nine months ended September 30, 2025 and 2024, respectively. The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure, changes in its deferred tax rate, valuation allowances for deferred tax benefits the Company does not believe are more likely than not to be realized and changes in the assessment of the realizability of certain deferred tax benefits.

Rocket Limited Partnership is a partnership for U.S. federal tax purposes and in most applicable jurisdictions for state and local income tax purposes. As a partnership, Rocket Limited Partnership is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Rocket Limited Partnership is passed through and included in the taxable income or loss of its members, including Rocket Companies, in accordance with the terms of the limited partnership agreement of Rocket Limited Partnership. Rocket Companies is a C Corporation and is subject to U.S. federal, state, and local income taxes with respect to its allocable share of any taxable income of Rocket Limited Partnership.

Redfin is a direct subsidiary of Rocket Companies and as a C Corporation would be included in the Rocket Companies consolidated federal tax return after the acquisition. Redfin is subject to state and local income taxes. Included within Redfin's opening balance sheet is $21,363 of uncertain tax positions related to prior year tax positions that have been netted against their deferred tax asset on the opening balance sheet.

Prior to the Up-C Collapse, Rocket Companies owned only a portion of Holdings Units. Through the Up-C Collapse and conversion of Holdings to Rocket Limited Partnership, Rocket Companies acquired the Limited Partnership interests ("LP Units") held by Rocket Companies’ chairman and RHI ("LLC Members") which have a book basis that is higher than the tax basis in the investment of Holdings. As of June 30, 2025, the date of the Up-C Collapse, this basis difference decreased the Company’s Deferred tax asset, net of valuation allowance by $397,069 and increased the Company’s Deferred tax liability by $831,772, resulting in a corresponding adjustment to Additional paid-in capital of $1,228,841 as a direct result of the transaction. After the Up-C Collapse and the conversion of Holdings to Rocket Limited Partnership, the Company holds, indirectly,100% of the voting and economic interests of Rocket Limited Partnership.

Several subsidiaries of Rocket Limited Partnership, such as Rocket Mortgage, Rocket Close and other subsidiaries, are single member LLC entities. As single member LLCs of Rocket Limited Partnership, all taxable income or loss generated by these subsidiaries passes through and is included in the income or loss of Rocket Limited Partnership. A provision for state and local income taxes is required for certain jurisdictions that tax single member LLCs as regarded entities. Other subsidiaries of Rocket Limited Partnership, such as Rocket Title Insurance Company, LMB Mortgage Services and others, are treated as C Corporations and separately file and pay taxes apart from Rocket Limited Partnership in various jurisdictions including U.S. federal, state, local and Canada.

Tax Receivable Agreement

The Company has a Tax Receivable Agreement (the “Tax Receivable Agreement”) with the LLC Members (or their transferees or other assignees) that will obligate the Company to make payments to the LLC Members (or their transferees or other assignees) generally equal to 90% of the applicable cash tax savings that the Company actually realizes or in some cases is deemed to realize as a result of the tax attributes generated by (i) certain increases in our allocable share of the tax basis in Holdings’ assets resulting from (a) the purchases of Holdings Units from the LLC Members (or their transferees of Holdings Units or other assignees), (b) exchanges by the LLC Members (or their transferees of Holdings Units or other assignees) of Holdings Units for cash or shares as applicable, or (c) payments under the Tax Receivable Agreement; (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the Tax Receivable Agreement and (iii) disproportionate allocations (if any) of tax benefits to Holdings as a result of section 704(c) of the Code that relate to the reorganization transactions. The Company will retain the benefit of the remaining 10% of these tax savings.

As part of the Up-C Collapse, the Tax Receivable Agreement between the Company and the LLC Members was amended. The Tax Receivable Agreement was amended to not apply to any exchanges, including for the avoidance of doubt, any Holdings Units exchanged as part of the Up-C Collapse, that occur on or following March 9, 2025. RHI contributed its rights to receive payments under the Tax Receivable Agreement in respect of RHI’s prior exchanges to RHI II, LLC, and RHI II, LLC completed a joinder to the Tax Receivable Agreement and became party to the Tax Receivable Agreement.

A payment of $749 was made to the LLC Members pursuant to the Tax Receivable Agreement during the nine months ended September 30, 2025. No payment was made to the LLC Members pursuant to the Tax Receivable Agreement during the three months ended September 30, 2025 and the three and nine months ended September 30, 2024.

The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character and timing of the taxable income of Rocket Companies in the future. Any such changes in these factors or changes in the Company’s determination of the need for a valuation allowance related to the tax benefits acquired under the Tax Receivable Agreement could adjust the Tax receivable agreement liability recognized and recorded within earnings in future periods.

Tax Distributions

Prior to the Up-C Collapse, the holders of Holdings Units, including Rocket Companies Inc., incurred U.S. federal, state and local income taxes on their share of any taxable income of Holdings. The operating agreement of Holdings provided for pro rata cash distributions (“tax distributions”) to the holders of the Holdings Units in an amount generally calculated to provide each holder of Holdings Units with sufficient cash to cover its tax liability in respect of the Holdings Units. In general, these tax distributions were computed based on Holdings’ estimated taxable income, multiplied by an assumed tax rate as set forth in the operating agreement of Holdings. As a result of the Up-C Collapse and the conversion of Holdings to Rocket Limited Partnership, the Company holds, indirectly,100% of the voting and economic interests of Rocket Limited Partnership and will be taxed on all taxable income at Rocket Limited Partnership. Any future tax distributions after the Up-C Collapse would remain within the consolidated financial reporting group.

For the three and nine months ended September 30, 2025, Holdings paid tax distributions totaling zero and $113,822, respectively, to holders of Holdings Units other than Rocket Companies. For the three and nine months ended September 30, 2024, Holdings paid tax distributions totaling $30 and $14,222, respectively, to holders of Holdings Units other than Rocket Companies.

9. Derivative Financial Instruments

Derivative instruments are used as part of the overall strategy to manage exposure to interest rate risks related to mortgage loans held for sale and IRLCs (“the pipeline”) and the MSR portfolio. The Company economically hedges the pipeline separately from the MSR portfolio primarily using third-party derivative instruments. Such derivative instruments utilized by the Company include IRLCs, Forward commitments and Treasury futures. The Company’s derivative instruments are not designated as accounting hedging instruments, and therefore, changes in fair value are recorded in current period Net loss. Hedging gains and losses are included in Gain on sale of loans, net and Change in fair value of MSRs in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

Net hedging gains and (losses) were as follows:

(1) Includes the change in fair value related to derivatives economically hedging MSRs, including those identified for sale.

Refer to Note 3, Fair Value Measurements, for additional information on the fair value of derivative financial instruments.

Notional and Fair Value

The notional and fair values of derivative financial instruments not designated as hedging instruments were as follows:

(1) IRLCs are also discussed in Note 10, Commitments and Contingencies.

(2) Includes the fair value and net notional value related to derivatives economically hedging MSRs identified for sale.

Counterparty agreements for Forward commitments and Treasury futures contain master netting agreements. The table below presents the gross amounts of recognized assets and liabilities subject to master netting agreements. Margin cash is cash that is exchanged by counterparties to be held as collateral related to these derivative financial instruments. Margin cash held on behalf of counterparties is recorded in Cash and cash equivalents, and the related liability is classified in Other liabilities in the Condensed Consolidated Balance Sheets. Margin cash pledged to counterparties is excluded from Cash and cash equivalents and instead recorded in Other assets as a margin call receivable from counterparties in the Condensed Consolidated Balance Sheets. The Company had $48,521 andzero of margin cash pledged to counterparties related to these Forward commitments at September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, there was $8,474 and $63,377 of margin cash held on behalf of counterparties related to these Forward commitments and Treasury futures, respectively.

Counterparty Credit Risk

Credit risk is defined as the possibility that a loss may occur from the failure of another party to perform in accordance with the terms of the contract, which exceeds the value of existing collateral, if any. The Company attempts to limit its credit risk by dealing with creditworthy counterparties and obtaining collateral where appropriate.

The Company is exposed to credit loss in the event of contractual nonperformance by its trading counterparties and counterparties to its various over-the-counter derivative financial instruments noted in the above Notional and Fair Value discussion. The Company manages this credit risk by selecting only counterparties that it believes to be financially strong, spreading the credit risk among many such counterparties, placing contractual limits on the amount of unsecured credit extended to any single counterparty and entering into netting agreements with the counterparties as appropriate.

Certain counterparties have master netting agreements. The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. Derivative assets in the Condensed Consolidated Balance Sheets represent derivative contracts in a gain position, net of loss positions with the same counterparty and, therefore, also represent the Company’s maximum counterparty credit risk. The Company incurredno credit losses due to nonperformance of any of its counterparties during the three and nine months ended September 30, 2025 and 2024.

10. Commitments and Contingencies

Interest Rate Lock Commitments

IRLCs are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each client’s creditworthiness on a case-by-case basis.

The number of days from the date of the IRLC to expiration of fixed and variable rate lock commitments outstanding at September 30, 2025 and December 31, 2024 was 41 days, on average.

The UPB of IRLCs was as follows:

Commitments to Sell Mortgage Loans

In the ordinary course of business, the Company enters into contracts to sell existing mortgage loans held for sale into the secondary market at specified future dates. The amount of commitments to sell existing loans at September 30, 2025 and December 31, 2024 was $1,870,417 and $1,120, respectively.

Commitments to Sell Loans with Servicing Released

In the ordinary course of business, the Company enters into contracts to sell the MSRs of certain newly originated loans on a servicing released basis. In the event that a forward commitment is not filled and there has been an unfavorable market shift from the date of commitment to the date of settlement, the Company is contractually obligated to pay a pair-off fee on the undelivered balance. There were $604,647 and $162,610 of loans committed to be sold servicing released at September 30, 2025 and December 31, 2024, respectively.

Investor Reserves

The following presents the activity in the investor reserves:

The maximum exposure under the Company’s representations and warranties would be the outstanding principal balance and any premium received on all loans ever sold by the Company, less (i) loans that have already been paid in full by the mortgagee, (ii) loans that have defaulted without a breach of representations and warranties, (iii) loans that have been indemnified via settlement or make-whole, or (iv) loans that have been repurchased. Additionally, the Company may receive relief of certain representation and warranty obligations on loans sold to Fannie Mae or Freddie Mac on or after January 1, 2013 if Fannie Mae or Freddie Mac satisfactorily concludes a quality control loan file review or if the borrower meets certain acceptable payment history requirements within 12 or 36 months after the loan is sold to Fannie Mae or Freddie Mac.

Purchase Commitments

Future purchase commitments include various non-cancelable agreements primarily related to our apps and websites, cloud computing services and certain marketing arrangements. As of September 30, 2025, future purchase commitments primarily span afour year period and aggregate to $904,107 in total.

Escrow Deposits

As a service to its clients, the Company administers escrow deposits representing undisbursed amounts received for payment of property taxes, insurance, funds for title services, principal and interest on loans held for sale. Cash held by the Company for property taxes, insurance and settlement funds for title services was $6,642,293 and $3,915,456 and for principal and interest was $5,141,646 and $3,386,251 at September 30, 2025 and December 31, 2024, respectively. These amounts are not considered assets of the Company and, therefore, are excluded from the Condensed Consolidated Balance Sheets. The Company remains contingently liable for the disposition of these deposits.

Tax Receivable Agreement

As indicated in Note 8, Income Taxes, the Company is party to a Tax Receivable Agreement.

Legal

Rocket Companies, through its subsidiaries, engages in, among other things, mortgage lending, title and settlement services and other financial technology services and products. Rocket Companies and its subsidiaries operate in highly regulated industries and are routinely subject to various legal and administrative proceedings concerning matters that arise in the normal and ordinary course of business, including inquiries, complaints, subpoenas, audits, examinations, investigations and potential enforcement actions from regulatory agencies and state attorneys general; state and federal lawsuits and putative collective and class actions; and other litigation. Periodically, we assess our potential liabilities and contingencies in connection with outstanding legal and administrative proceedings utilizing the latest information available. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our financial position, results of operations, or cash flows in a future period. Rocket Companies accrues for losses when they are probable to occur and such losses are reasonably estimable. Legal costs are expensed as they are incurred.

As of September 30, 2025 we haveno material reserves recorded related to potential damages in connection with legal proceedings. The ultimate outcome of legal and administrative proceedings, including any monetary awards against Rocket Companies or one or more of its subsidiaries, is uncertain and there can be no assurance as to the amount of any such potential awards. Rocket Companies and its subsidiaries will incur defense costs and other expenses in connection with these proceedings. Plus, if a judgment for money that exceeds specified thresholds is rendered against Rocket Companies or any of its subsidiaries and it or they fail to timely pay, discharge, bond or obtain a stay of execution of such judgment, it is possible that one or more of the companies could be deemed in default of loan funding facilities and other agreements governing indebtedness. If the final resolution in one or more of these proceedings is unfavorable, it could have a material adverse effect on the business, liquidity, financial condition, cash flows, and results of operations of Rocket Companies.

11. Regulatory Minimum Net Worth, Capital Ratio and Liquidity Requirements

Certain secondary market investors and state regulators require the Company to maintain minimum net worth, liquidity and capital requirements. To the extent that these requirements are not met, secondary market investors and/or the state regulators may utilize a range of remedies including sanctions and/or suspension or termination of selling and servicing agreements, which may prohibit the Company from originating, securitizing or servicing these specific types of mortgage loans.

Rocket Mortgage is subject to certain minimum net worth, capital ratio and liquidity requirements and risk-based capital ratio established by the Federal Housing Finance Agency (“FHFA”) for Fannie Mae and Freddie Mac (collectively defined as "GSEs") Seller/Servicers and Ginnie Mae (together with GSEs, the "Agencies") for single family issuers. Furthermore, refer to Note 6, Borrowings for additional information regarding compliance with all funding and financing facilities related covenant requirements. As of September 30, 2025 and December 31, 2024, Rocket Mortgage was in compliance with these requirements.

Since Rocket Mortgage’s single-family servicing portfolio exceeds $150 billion in UPB, we are also required to obtain an external primary servicer rating or master servicing rating and long-term senior unsecured or long-term corporate family credit ratings from two different rating agencies. As of September 30, 2025 and December 31, 2024, Rocket Mortgage was in compliance with these requirements.

The most restrictive of these regulatory requirements require the Company to maintain a minimum net worth of approximately $1,500,000, minimum liquidity of approximately $675,000 and minimum capital/leverage ratio and risk-based capital ratio of 6% as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, Rocket Mortgage was in compliance with these requirements.

12. Segments

The Company’s Chief Executive Officer, who has been identified as its Chief Operating Decision Maker (“CODM”), has evaluated how the Company views and measures its performance. ASC 280, Segment Reporting establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in that guidance, the Company has determined that it hastwo reportable segments - Direct to Consumer and Partner Network. The key factors used to identify these reportable segments are the Company’s internal operations and the nature of its marketing channels, which drive client acquisition into the mortgage platform. This determination reflects how its CODM monitors performance, allocates capital and makes strategic and operational decisions. Management continues to reassess and enhance the methodologies and processes used to calculate financial results by reportable segment. The financial results by reportable segment may be revised as periodic enhancements are made.

Direct to Consumer

In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage digitally and/or with the Company’s mortgage bankers. The Company markets to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment generates revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. This segment also produces revenue by providing title and settlement services and appraisal management to these clients as part of our end-to-end mortgage origination experience. Servicing activities are fully allocated to the Direct to Consumer segment as they are viewed as an extension of the client experience, which positions us to have high retention and recapture the clients’ next refinance, purchase and personal loan transactions.

Revenues in the Direct to Consumer segment are generated primarily from the gain on sale of loans, which includes loan origination fees, revenues associated with title, closing and appraisal fees and revenues from sales of loans into the secondary market, as well as the fair value of originated MSRs and hedging gains and losses. Loan servicing income consists of the contractual fees earned for servicing loans and other ancillary servicing fees, as well as changes in the fair value of MSRs due to changes in valuation assumptions and realization of cash flows.

Partner Network

We provide industry-leading client service and leverage our widely recognized brand to strengthen our wholesale relationships, through Rocket Pro, as well as enterprise partnerships, both driving growth in our Partner Network segment. Rocket Pro works exclusively with mortgage brokers, community banks and credit unions, enabling them to maintain their own brand and client relationships while leveraging Rocket Mortgage's expertise, technology and award-winning process. Our enterprise partnerships include financial institutions and well-known consumer-focused companies that value our award-winning client experience and offer their clients mortgage solutions through our trusted brand. These organizations connect their clients directly to us through marketing channels and referrals.

Revenues in the Partner Network segment are generated primarily from the gain on sale of loans, which includes loan origination fees, revenues associated with title, closing and appraisal fees and revenues from sales of loans into the secondary market, as well as the fair value of originated MSRs and hedging gains and losses.

Other Information About Our Segments

The Company measures the performance of the segments primarily on a contribution margin basis. The CODM uses the total revenue and profitability metrics of each segment to assess performance and allocation of resources by segment. The accounting policies applied by our segments are described in Note 1, Business, Basis of Presentation and Accounting Policies. Directly attributable expenses include Salaries, commissions and team member benefits, General and administrative expenses, Marketing and advertising expenses and Other expenses, such as mortgage servicing related expenses and expenses generated from Rocket Close (title and settlement services).

The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. The Condensed Consolidated Balance Sheets is managed on a consolidated basis and is not used in the context of segment reporting.

The Company also reports an “All Other” category that includes operations from Rocket Money, Rocket Loans, Rocket Homes, Redfin and includes professional service fee revenues from related parties. These operations are neither significant individually nor in aggregate and therefore do not constitute a reportable segment.

Key operating data for our business segments for the periods ended:

(1) All Other includes certain intercompany eliminations, as a portion of expense generated through intercompany transactions is allocated to our segments.

The following table represents a reconciliation of segment contribution margin to consolidated U.S. GAAP Loss before income taxes for the three and nine months ended:

13. Non-controlling Interest

Prior to June 30, 2025, the date of the Up-C Collapse, the non-controlling interest balance represented the economic interest in Holdings held by our Chairman and RHI. As a result of the Up-C Collapse and the conversion of Holdings to Rocket Limited Partnership, the Company now holds, indirectly,100% of the voting and economic interests of Rocket Limited Partnership and therefore, Rocket Limited Partnership has no further non-controlling interest.

As of December 31, 2024 Holdings Units held by Rocket Companies Inc. were 146,028,193 or 7.32% ownership, Holdings Units held by our Chairman were 1,101,822 or 0.06% ownership, and Holding Units held by RHI were 1,847,777,661 or 92.62% ownership.

Refer to the 2024 Form 10-K for a detailed discussion of the Company's non-controlling interests, including the shareholders' right to exchange Holdings Units, prior to the Up-C Collapse.

14. Share-based Compensation

Restricted stock units (“RSUs”), performance stock units ("PSUs") and stock options are granted to team members and directors of the Company and its affiliates under the 2020 Omnibus Incentive Plan. Share-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant, with forfeitures recognized as they occur. Certain of our subsidiaries have individual compensation plans that include equity awards and stock appreciation rights. Refer to Note 2 Acquisitions for further details of the Share-based compensation in connection with the Redfin Acquisition.

Restricted Stock Units

The Company granted approximately 1,100,000 and 12,900,000 RSUs with an estimated future expense of $21,600 and $205,100 during the three and nine months ended September 30, 2025, respectively. These awards generally vest semi-annually over athree-year period, subject to the grantee’s employment or service with the Company through each applicable vesting date.

Performance Stock Units

The Company authorized approximately 1,800,000 PSUs at target during the nine months ended September 30, 2025, that will vest based on the satisfaction of certain market, performance and service conditions. A portion of the PSUs will cliff vest at the end of athree-year period based on the satisfaction of certain market and service conditions. The fair value of the award is determined based on a Monte Carlo valuation model. The remaining portion of the PSUs will cliff vest at the end of athree-year period based on the satisfaction of certain performance and service conditions. The PSUs authorized in 2024 have performance conditions which will be established by the Company at a future date. The Company has determined that the service inception date precedes the grant date and the fair value of these awards will be remeasured quarterly based on the current period share price until the awards are granted. This portion of the PSUs are not considered contingently issuable and are excluded from the calculation of earnings per share.

Team Member Stock Purchase Plan

The Company has an employee stock purchase plan, referred to as the Team Member Stock Purchase Plan (“TMSPP”), under which eligible team members may direct the Company to withhold up to 15% of their gross pay to purchase shares of common stock at a price equal to 85% of the closing market price on the exercise date. The TMSPP is a liability classified compensatory plan and the Company recognizes compensation expense over the offering period based on the fair value of the purchase discount. The number of shares purchased by team members through the TMSPP were 701,153 and 434,822, during the three months ended September 30, 2025 and 2024, respectively and 2,316,044 and 1,685,807 for the nine months ended September 30, 2025 and 2024, respectively.

Share-based Compensation Expense

The components of share-based compensation expense included in Salaries, commissions and team member benefits on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) is as follows:

15. Earnings Per Share

Refer to the 2024 Form 10-K for a detailed discussion of our methodology for calculating and presenting earnings per share prior to the Up-C Collapse being effectuated on June 30, 2025. "Participating Common Stock" refers to Class A common stock for the historical periods in 2024 referenced in the table below.

As of June 30, 2025, the effective date of the Up-C Collapse and forward, the Company applied the two-class method for calculating and presenting earnings per share for Class A common stock and Class L common stock ("Participating Common Stock"). According to the Company’s Second Amended and Reinstated Certificate of Incorporation, the holders of Participating Common Stock are entitled to participate in earnings and dividends equally on a per-share basis as if all shares of common stock were of a single class. Holders of the Participating Common Stock also have equal priority in liquidation. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Participating Common Stock. RSUs and PSUs awarded as part of the Company’s compensation program are included in the weighted-average Class A shares outstanding in the calculation of basic earnings per share once the units are fully vested. As of June 30, 2025 and forward the Net loss attributable to Rocket Companies contemplates 100% economic interest of the Company. The weighted average shares outstanding calculation contemplates the weighted outstanding shares of Class L common stock for the periods ended September 30, 2025.

Basic earnings per share of Participating Common Stock is computed by dividing Net loss attributable to Rocket Companies by the weighted-average number of shares of Participating Common Stock outstanding during the period. Diluted earnings per share of Participating Common Stock is computed by dividing Net loss attributable to Rocket Companies by the weighted-average number of shares of Participating Common Stock outstanding adjusted to give effect to potentially dilutive securities.

Diluted earnings per share reflects the dilutive effect of potential common shares from share-based awards. The treasury stock method is used to calculate the dilutive effect of outstanding share-based awards, which assumes the proceeds upon vesting or exercise of awards would be used to purchase common stock at the average price for the period. The if-converted method is used to calculate the dilutive effect of converting our Convertible Senior Notes to Class A common stock. Under the if-converted method, the denominator of the diluted earnings per share calculation is adjusted to reflect the full number of common shares issuable upon conversion, while the numerator is adjusted to add back interest and amortization expense for the period related to the Convertible Senior Notes.

The following table sets forth the calculation of the basic and diluted earnings per share for the period:

(1) Net loss is calculated using the estimated annual effective tax rate of Rocket Companies, Inc.

(2)Reallocation of Net loss attributable to dilutive impact of share-based compensation awards for periods are:

(3)

(4)Dilutive impact of share-based compensation awards for the periods are:

A portion of the Company RSUs, stock options, PSUs, shares issuable under the TMSPP and convertible notes were excluded from the computation of diluted earnings per share as the weighted portion for the period they were outstanding was determined to have an anti-dilutive effect. The following table sets forth the number of potentially issuable shares that were determined to have an anti-dilutive effect:

As of September 30, 2025, there wereno Holdings Units outstanding. For the three and nine months ended September 30, 2025, a weighted average ofzero and 1,219,041,417 Holdings Units were outstanding, respectively. Refer to the 2024 Form 10-K for a detailed discussion of the shareholders' right to exchange Class D common stock for shares of Class A common stock prior to the Up-C Collapse. After evaluating the potential dilutive effect under the if-converted method, the weighted average outstanding Holdings Units for the assumed exchange of non-controlling interests were determined to be anti-dilutive and thus were excluded from the computation of diluted earnings per share.