Rocket Companies, Inc.

Current report (Form 8-K) · Jun 9, 2026 · Other material event · Financial statements

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Jun 9, 2026

Filing summary Workforce analysis SEC documents(10)Filing text Exhibits(3)

EX-99.1 · tm2614339d1_ex99-1.htm

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EX-99.1

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tm2614339d1_ex99-1.htm

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EX-99.1 · tm2614339d1_ex99-1.htm EX-99.1 2 tm2614339d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Rocket Companies Announces Offering of Senior Notes due 2031 and Senior Notes due 2034 DETROIT, June 9, 2026 – Rocket Companies, Inc. (NYSE: RKT) (the “ Company ”), the Detroit-based fintech platform including mortgage, real estate, title and personal finance businesses, is proposing to issue and sell $600,000,000 aggregate principal amount of senior notes due 2031 and $600,000,000 aggregate principal amount of senior notes due 2034 (collectively, the “ Notes ”) in an offering that will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”) (the “ Offering ”). The Notes will initially be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the Company’s direct and indirect domestic subsidiaries that are guarantors under the Company’s existing senior notes. The Company intends to use the proceeds from the Offering to repay Rocket Mortgage, LLC’s 2.875% Senior Notes due 2026 and certain other indebtedness of the Company and its subsidiaries. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, to non-U.S. investors pursuant to Regulation S. The Notes and related guarantees will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. 2 Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts, including statements regarding the Offering, our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. As you read this press release, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “ SEC ”) on March 2, 2026, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, submitted to the SEC on May 11, 2026. Although we believe that these forward-looking statements are based upon reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this press release. Investor Relations Contact: Sharon Ng ir@rocket.com (313) 769-2058 Media Contact: Aaron Emerson aaronemerson@rocket.com (313) 373-3035

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EX-99.1 · tm2614339d1_ex99-1.htm

EX-99.1
 2
 tm2614339d1_ex99-1.htm
 EXHIBIT 99.1

 Exhibit 99.1

 Rocket Companies Announces Offering of Senior
Notes due 2031 and Senior Notes due 2034

 DETROIT, June 9,
2026 &ndash; Rocket Companies, Inc. (NYSE: RKT) (the &ldquo; Company &rdquo;), the Detroit-based fintech platform including
mortgage, real estate, title and personal finance businesses, is proposing to issue and sell $600,000,000
aggregate principal amount of senior notes due 2031 and $600,000,000 aggregate principal amount
of senior notes due 2034 (collectively, the &ldquo; Notes &rdquo;) in an offering that will be exempt from the registration requirements
of the Securities Act of 1933, as amended (the &ldquo; Securities Act &rdquo;) (the &ldquo; Offering &rdquo;).

 The Notes will initially be fully and unconditionally
guaranteed, jointly and severally, on a senior unsecured basis by each of the Company&rsquo;s direct and indirect domestic subsidiaries
that are guarantors under the Company&rsquo;s existing senior notes.

 The Company intends to use the proceeds from
the Offering to repay Rocket Mortgage, LLC&rsquo;s 2.875% Senior Notes due 2026 and certain other indebtedness of the Company and its
subsidiaries.

 The Notes are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States,
to non-U.S. investors pursuant to Regulation S. The Notes and related guarantees will not be registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or sold in the United States absent an effective registration statement
or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities
Act or any state securities laws.

 This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction
in which such offering, solicitation or sale would be unlawful.

 2

 Forward-Looking Statements

 This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended,
which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology,
including the terms &ldquo;anticipate,&rdquo; &ldquo;believe,&rdquo; &ldquo;could,&rdquo; &ldquo;estimate,&rdquo; &ldquo;expect,&rdquo;
 &ldquo;intend,&rdquo; &ldquo;may,&rdquo; &ldquo;plan,&rdquo; &ldquo;potential,&rdquo; &ldquo;predict,&rdquo; &ldquo;project,&rdquo; &ldquo;should,&rdquo;
 &ldquo;target,&rdquo; &ldquo;will,&rdquo; &ldquo;would&rdquo; and, in each case, their negative or other various or comparable terminology.
All statements other than statements of historical facts, including statements regarding the Offering, our strategy, future operations,
future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are
forward-looking statements. As you read this press release, you should understand that these statements are not guarantees of performance
or results. They involve known and unknown risks, uncertainties and assumptions, including those described under the heading &ldquo;Risk
Factors&rdquo; in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities
and Exchange Commission (the &ldquo; SEC &rdquo;) on March 2, 2026, and our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2026, submitted to the SEC on May 11, 2026. Although we believe that these forward-looking statements are based
upon reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations
and could cause actual results to differ materially from those in the forward-looking statements. The forward-looking statements made
herein are made only as of the date of this press release. We expressly disclaim any intent, obligation or undertaking to update or revise
any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based. All subsequent written and oral forward-looking statements attributable to us
or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this press release.

 Investor Relations Contact:

 Sharon Ng

 ir@rocket.com

 (313) 769-2058

 Media Contact:

 Aaron Emerson

 aaronemerson@rocket.com

 (313) 373-3035

EX-99.2 · tm2614339d1_ex99-2.htm

Type

EX-99.2

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tm2614339d1_ex99-2.htm

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EX-99.2 · tm2614339d1_ex99-2.htm EX-99.2 3 tm2614339d1_ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Unaudited Quarterly Financial Statements September 30, 2025 MR. COOPER GROUP INC. QUARTERLY FINANCIAL STATEMENTS TABLE OF CONTENTS Page FINANCIAL INFORMATION Financial Statements 3 Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 3 Condensed Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024 4 Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024 5 Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2025 and 2024 7 Notes to Condensed Consolidated Financial Statements (unaudited) 8 1. Nature of Business and Basis of Presentation 8 2. Acquisitions 9 3. Mortgage Servicing Rights and Related Liabilities 9 4. Advances and Other Receivables 12 5. Mortgage Loans Held for Sale 13 6. Loans Subject to Repurchase from Ginnie Mae 14 7. Goodwill and Intangible Assets 14 8. Derivative Financial Instruments 14 9. Indebtedness 16 10. Securitizations and Financings 18 11. Earnings Per Share 19 12. Income Taxes 19 13. Fair Value Measurements 19 14. Capital Requirements 23 15. Commitments and Contingencies 23 16. Segment Information 25 17. Subsequent Events 27 2 MR. COOPER GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS (millions of dollars, except share data) September 30, 2025 December 31, 2024 (unaudited) Assets Cash and cash equivalents $ 762 $ 753 Restricted cash 184 220 Mortgage servicing rights at fair value 11,604 11,736 Advances and other receivables, net of reserves of $123 and $112, respectively 1,005 1,345 Mortgage loans held for sale at fair value 2,726 2,211 Property and equipment, net of accumulated depreciation of $148 and $157, respectively 93 58 Deferred tax assets, net 94 230 Other assets 2,611 2,386 Total assets $ 19,079 $ 18,939 Liabilities and Stockholders’ Equity Unsecured senior notes, net $ 4,907 $ 4,891 Advance, warehouse and MSR facilities, net 6,439 6,495 Payables and other liabilities 2,207 2,322 MSR related liabilities - nonrecourse at fair value 369 418 Total liabilities 13,922 14,126 Commitments and contingencies (Note 15) Common stock at $0.01 par value - 300 million shares authorized, 93.2 million shares issued 1 1 Additional paid-in-capital 1,068 1,077 Retained earnings 5,305 4,971 Treasury shares at cost - 29.1 million and 29.6 million shares, respectively (1,217 ) (1,236 ) Total stockholders’ equity 5,157 4,813 Total liabilities and stockholders’ equity $ 19,079 $ 18,939 See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited). 3 MR. COOPER GROUP INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (millions of dollars, except for earnings per share data) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues: Service related, net $ 383 $ 288 $ 1,295 $ 1,251 Net gain on mortgage loans held for sale 184 136 440 320 Total revenues 567 424 1,735 1,571 Expenses: Salaries, wages and benefits 200 182 584 509 General and administrative 142 153 518 443 Total expenses 342 335 1,102 952 Interest income 232 227 638 574 Interest expense (213 ) (199 ) (643 ) (556 ) Other expense, net (2 ) (5 ) (14 ) (16 ) Total other income (expense), net 17 23 (19 ) 2 Income before income tax expense 242 112 614 621 Less: Income tax expense 62 32 148 156 Net income $ 180 $ 80 $ 466 $ 465 Earnings per share Basic $ 2.81 $ 1.24 $ 7.29 $ 7.21 Diluted $ 2.76 $ 1.22 $ 7.15 $ 7.06 See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited). 4 MR. COOPER GROUP INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (millions of dollars, except share data) Common Stock Total Shares (in thousands) Amount Additional Paid-in Capital Retained Earnings Treasury Shares Stockholders’ Equity Balance at June 30, 2024 64,484 $ 1 $ 1,058 $ 4,687 $ (1,152 ) $ 4,594 Shares issued / (surrendered) under incentive compensation plan 11 — (1 ) — — (1 ) Share-based compensation — — 11 — — 11 Repurchase of common stock (516 ) — — — (46 ) (46 ) Net income — — — 80 — 80 Balance at September 30, 2024 63,979 $ 1 $ 1,068 $ 4,767 $ (1,198 ) $ 4,638 Balance at June 30, 2025 63,989 $ 1 $ 1,063 $ 5,257 $ (1,222 ) $ 5,099 Shares issued / (surrendered) under incentive compensation plan 120 — (5 ) — 5 — Share-based compensation — — 10 — — 10 Dividend to shareholders — — — (132 ) — (132 ) Net income — — — 180 — 180 Balance at September 30, 2025 64,109 $ 1 $ 1,068 $ 5,305 $ (1,217 ) $ 5,157 See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited). 5 MR. COOPER GROUP INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (millions of dollars, except share data) Common Stock Total Shares (in thousands) Amount Additional Paid-in Capital Retained Earnings Treasury Shares Stockholders’ Equity Balance at January 1, 2024 64,599 $ 1 $ 1,087 $ 4,302 $ (1,108 ) $ 4,282 Shares issued / (surrendered) under incentive compensation plan 731 — (47 ) — 19 (28 ) Share-based compensation — — 28 — — 28 Repurchase of common stock (1,351 ) — — — (109 ) (109 ) Net income — — — 465 — 465 Balance at September 30, 2024 63,979 $ 1 $ 1,068 $ 4,767 $ (1,198 ) $ 4,638 Balance at January 1, 2025 63,581 $ 1 $ 1,077 $ 4,971 $ (1,236 ) $ 4,813 Shares issued / (surrendered) under incentive compensation plan 528 — (45 ) — 19 (26 ) Share-based compensation — — 36 — — 36 Dividend to shareholders — — — (132 ) — (132 ) Net income — — — 466 — 466 Balance at September 30, 2025 64,109 $ 1 $ 1,068 $ 5,305 $ (1,217 ) $ 5,157 See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited). 6 MR. COOPER GROUP INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (millions of dollars) Nine Months Ended September 30, 2025 2024 Operating Activities Net income $ 466 $ 465 Adjustments to reconcile net income to net cash attributable to operating activities: Deferred tax expense 136 156 Net gain on mortgage loans held for sale (440 ) (320 ) Provision for servicing and non-servicing reserves 54 19 Fair value changes in mortgage servicing rights 1,194 694 Fair value changes in MSR related liabilities (4 ) 26 Depreciation and amortization for property and equipment and intangible assets 40 25 Adjustment of bargain purchase gain — 4 Gain on MSR hedging activities (310 ) (64 ) Loss (gain) on MSR and excess yield sales 14 (10 ) Other operating activities 80 70 Sales proceeds and loan payment proceeds for mortgage loans held for sale 29,504 13,862 Mortgage loans originated and purchased for sale, net of fees (28,702 ) (13,664 ) Repurchases of loan assets out of Ginnie Mae securitizations (1,273 ) (1,171 ) Changes in assets and liabilities: Advances and other receivables 260 4 Other assets 279 178 Payables and other liabilities (485 ) (195 ) Net cash attributable to operating activities 813 79 Investing Activities Property and equipment additions, net of disposals (52 ) (27 ) Purchase of mortgage servicing rights (823 ) (1,767 ) Proceeds on sale of mortgage servicing rights and excess yield 348 317 Other investing activities (45 ) (20 ) Net cash attributable to investing activities (572 ) (1,497 ) Financing Activities (Decrease) increase in advance, warehouse and MSR facilities (54 ) 84 Settlements and repayment of excess spread financing (45 ) (49 ) Issuance of unsecured senior notes — 1,750 Repurchase of common stock — (109 ) Dividend to shareholders (128 ) — Other financing activities (41 ) (79 ) Net cash attributable to financing activities (268 ) 1,597 Net (decrease) increase in cash, cash equivalents, and restricted cash (27 ) 179 Cash, cash equivalents, and restricted cash - beginning of period 973 740 Cash, cash equivalents, and restricted cash - end of period (1) $ 946 $ 919 Supplemental Disclosures of Non-cash Investing Activities Dividend to shareholders $ 4 $ — Purchase of mortgage servicing rights holdback payable $ 39 $ 10 Sale of mortgage servicing rights holdback receivable $ 8 $ 5 (1) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed consolidated balance sheets. September 30, 2025 September 30, 2024 Cash and cash equivalents $ 762 $ 733 Restricted cash 184 186 Total cash, cash equivalents, and restricted cash $ 946 $ 919 See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited). 7 MR COOPER GROUP INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (millions of dollars, except per share data, or unless otherwise stated) 1. Nature of Business and Basis of Presentation Nature of Business Mr. Cooper Group Inc., collectively with its consolidated subsidiaries, (“Mr. Cooper,” the “Company,” “we,” “us” or “our”) provides servicing, origination and transaction-based services related to single family residences throughout the United States with operations under its primary brands: Mr. Cooper®, Xome® and Rushmore Servicing®. Mr. Cooper is the largest home loan servicers and a major mortgage originator in the country focused on delivering a variety of servicing and lending products, services and technologies. Basis of Presentation The interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2024. The interim condensed consolidated financial statements are unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation of the results of the interim periods have been included. Dollar amounts are reported in millions, except per share data and other key metrics, unless otherwise noted. Basis of Consolidation The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, other entities in which the Company has a controlling financial interest and those variable interest entities (“VIE”) where the Company’s wholly-owned subsidiaries are the primary beneficiaries. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date the Company ceases to be the primary beneficiary. The Company applies the equity method of accounting to investments where it is able to exercise significant influence, but not control, over the policies and procedures of the entity and owns less than 50% of the voting interests. Investments in certain companies over which the Company does not exert significant influence are recorded at fair value, or at cost upon election of measurement alternative, at the end of each reporting period. Intercompany balances and transactions on consolidated entities have been eliminated. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates, and such differences could be material, due to factors such as adverse changes in the economy, changes in interest rates, secondary market pricing for loans held for sale and derivatives, strength of underwriting and servicing practices, changes in prepayment assumptions, declines in home prices or discrete events adversely affecting specific customers. Recent Accounting Guidance Adopted The Company did not adopt any accounting guidance during the nine months ended September 30, 2025 that had a material impact on its condensed consolidated financial statements or disclosures. 8 2. Acquisitions Acquisition of Certain Mortgage Operations of Flagstar Bank, N.A. On July 24, 2024, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) and an Agreement for the Bulk Purchase and Sale of Mortgage Servicing Rights (the “MSR Purchase Agreement”) with Flagstar Bank, N.A. (“Flagstar”) in contemplation of one another (collectively “the Flagstar Transaction”). Per the Asset Purchase Agreement, the Company agreed to purchase certain MSRs held by Flagstar. The Flagstar transaction closed in the fourth quarter of 2024 for total considerations of approximately $1.3 billion in cash, funded through available cash and drawdowns of existing MSR lines. The acquired assets primarily consist of approximately $1.2 billion of MSRs and related advances, and $101 of client relationship intangibles associated with subservicing contracts. The Company accounted for the transaction as an asset acquisition in accordance with Accounting Standard Codification Topic 805, Business Combinations (“ASC 805”) , whereby the purchase price was allocated to net assets based on their relative fair values. 3. Mortgage Servicing Rights and Related Liabilities The following table sets forth the carrying value of the Company’s MSR and the related liabilities. In estimating the fair value of all MSRs and related liabilities, the impact of the current environment was considered in the determination of key assumptions. MSRs and Related Liabilities September 30, 2025 December 31, 2024 MSRs at fair value $ 11,604 $ 11,736 Excess spread financing at fair value $ 346 $ 386 Mortgage servicing rights financing at fair value 23 32 MSR related liabilities - nonrecourse at fair value $ 369 $ 418 Mortgage Servicing Rights The following table sets forth the activities of MSRs: Nine Months Ended September 30, MSRs - Fair Value 2025 2024 Balance - beginning of period $ 11,736 $ 9,090 Additions: Servicing retained from mortgage loans sold 596 267 Purchases and acquisitions of servicing rights 789 1,640 Dispositions: Sales of servicing assets and excess yield (350 ) (297 ) Changes in fair value: Changes in valuation inputs or assumptions used in the valuation model (MSR MTM) (374 ) (44 ) Changes in valuation due to amortization (820 ) (650 ) Other changes (1) 27 29 Balance - end of period $ 11,604 $ 10,035 (1) Amounts primarily represent negative fair values reclassified from the MSR asset to reserves as underlying loans are removed from the MSR and other reclassification adjustments. During the nine months ended September 30, 2025 and 2024, the Company sold $14,059 and $7,716 in unpaid principal balance (“UPB”) of MSRs, of which $13,234 and $7,319 were retained by the Company as subservicer, respectively. During the nine months ended September 30, 2025 and 2024, certain agencies entered into agreements with the Company to purchase excess servicing cash flows (“excess yield”) on certain agency loans with a total UPB of approximately $20,562 and $27,841 for proceeds of $138 and $226, respectively. During the nine months ended September 30, 2025 and 2024, the Company recorded a loss of $10 and a gain of $27, respectively, through the mark-to-market adjustments within “revenues - service related, net” in the condensed consolidated statements of operations. 9 MSRs are segregated between investor type into agency and non-agency pools (referred to herein as “investor pools”) based upon contractual servicing agreements with investors at the respective balance sheet date to evaluate the MSR portfolio and fair value of the portfolio. Agency investors consist of Government National Mortgage Association (“Ginnie Mae” or “GNMA”) and the GSEs, Federal National Mortgage Association (“Fannie Mae” or “FNMA”) and Federal Home Loan Mortgage Corp (“Freddie Mac” or “FHLMC”). Non-agency investors consist of investors in private-label securitizations. The following table provides a breakdown of UPB and fair value for the Company’s MSRs: September 30, 2025 December 31, 2024 MSRs - UPB and Fair Value Breakdown by Investor Pools UPB Fair Value UPB Fair Value Agency $ 717,780 $ 11,319 $ 710,997 $ 11,397 Non-agency 28,192 285 25,074 339 Total $ 745,972 $ 11,604 $ 736,071 $ 11,736 Refer to Note 13, Fair Value Measurements , for further discussion on key weighted-average inputs and assumptions used in estimating the fair value of MSRs. The following table shows the hypothetical effect on the fair value of the Company’s MSRs when applying certain unfavorable variations of key assumptions to these assets for the dates indicated: Option Adjusted Spread Total Prepayment Speeds Cost to Service per Loan MSRs - Hypothetical Sensitivities 100 bps Adverse Change 200 bps Adverse Change 10% Adverse Change 20% Adverse Change 10% Adverse Change 20% Adverse Change September 30, 2025 Mortgage servicing rights $ (448 ) $ (862 ) $ (329 ) $ (634 ) $ (77 ) $ (155 ) December 31, 2024 Mortgage servicing rights $ (470 ) $ (904 ) $ (308 ) $ (597 ) $ (84 ) $ (169 ) These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects. Excess Spread Financing - Fair Value The Company had excess spread financing liability of $346 and $386, related to the UPB of $61,394 and $66,519 as of September 30, 2025 and December 31, 2024, respectively. Refer to Note 13, Fair Value Measurements , for key weighted-average inputs and assumptions used in the valuation of excess spread financing liability. The following table shows the hypothetical effect on the Company’s excess spread financing fair value when applying certain unfavorable variations of key assumptions to these liabilities for the dates indicated: Option Adjusted Spread Prepayment Speeds Excess Spread Financing - Hypothetical Sensitivities 100 bps Adverse Change 200 bps Adverse Change 10% Adverse Change 20% Adverse Change September 30, 2025 Excess spread financing $ 12 $ 24 $ 8 $ 16 December 31, 2024 Excess spread financing $ 13 $ 28 $ 8 $ 17 10 These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects. Also, a positive change in the above assumptions would not necessarily correlate with the corresponding decrease in the net carrying amount of the excess spread financing. Excess spread financing’s cash flow assumptions that are utilized in determining fair value are based on the related cash flow assumptions used in the financed MSRs. Any fair value change recognized in the financed MSRs attributable to related cash flows assumptions would inherently have an inverse impact on the carrying amount of the related excess spread financing. Mortgage Servicing Rights Financing - Fair Value The Company had MSR financing liability of $23 and $32 as of September 30, 2025 and December 31, 2024. Refer to Note 13, Fair Value Measurements , for key weighted-average inputs and assumptions used in the valuation of the MSR financing liability. Revenues - Service related, net The following table sets forth the items comprising total “revenues - service related, net”: Three Months Ended September 30, Nine Months Ended September 30, Revenues - Service related, net 2025 2024 2025 2024 Contractually specified servicing fees (1) $ 609 $ 556 1,840 1,617 Other service-related income (1) 26 18 80 56 Incentive and modification income (1) 17 16 64 50 Servicing late fees (1) 40 33 116 94 Mark-to-market adjustments - Servicing MSR MTM (164 ) (388 ) (374 ) (44 ) Gain on MSR hedging activities 130 289 310 64 Loss (gain) on MSR and excess yield sales (2 ) (1 ) (14 ) 10 Reclassifications to reserve provision (2) (7 ) (5 ) (23 ) (17 ) Excess spread / MSR financing MTM (4 ) (20 ) 4 (26 ) Total mark-to-market adjustments - Servicing (47 ) (125 ) (97 ) (13 ) Amortization, net of accretion MSR amortization (302 ) (245 ) (820 ) (650 ) Excess spread accretion 9 10 26 28 Total amortization, net of accretion (293 ) (235 ) (794 ) (622 ) Originations service related fees (3) 33 24 89 59 Corporate/Xome service related fees 16 18 49 60 Other (4) (18 ) (17 ) (52 ) (50 ) Total revenues - Service related, net $ 383 $ 288 $ 1,295 $ 1,251 (1) Amounts include subservicing related revenues. Amounts also include servicing fees from loans sold with servicing retained of $214 and $189 for the three months ended September 30, 2025 and 2024, respectively and $625 and $563 for the nine months ended September 30, 2025 and 2024, respectively. (2) Reclassifications to reserve provision include the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. (3) Amounts include fees collected from customers for originated loans and from other lenders for loans purchased through the correspondent channel, and include loan application, underwriting, and other similar fees. (4) Other represents the excess servicing fee that the Company pays to the counterparties under the excess spread financing arrangements, portfolio runoff and the payments made associated with MSR financing arrangements. 11 4. Advances and Other Receivables Advances and other receivables, net, consists of the following: Advances and Other Receivables, Net September 30, 2025 December 31, 2024 Servicing advances, net of $5 and $6 purchase discount, respectively $ 1,089 $ 1,410 Receivables from agencies, investors and prior servicers 39 47 Reserves (123 ) (112 ) Total advances and other receivables, net $ 1,005 $ 1,345 The following table sets forth the activities of the servicing reserves for advances and other receivables: Three Months Ended September 30, Nine Months Ended September 30, Reserves for Advances and Other Receivables 2025 2024 2025 2024 Balance - beginning of period $ 116 $ 149 $ 112 $ 170 Provision (1) 18 8 54 19 Reclassifications (2) 1 6 (4 ) 23 Write-offs (3) (12 ) (48 ) (39 ) (97 ) Balance - end of period $ 123 $ 115 $ 123 $ 115 (1) The Company recorded a provision of $7 and $5 through the MTM adjustments in “revenues - service related, net” in the condensed consolidated statements of operations during the three months ended September 30, 2025 and 2024, respectively, and a provision of $23 and $17 during the nine months ended September 30, 2025 and 2024, respectively. (2) Reclassifications represent required reserves provisioned within other balance sheet accounts as associated serviced loans become inactive or liquidate. (3) Write-offs represent balances removed from the servicing platform during the respective periods, including fully reserved balances related to third-party settlements where further loss recovery of prior servicer errors is limited. Purchase Discount for Advances and Other Receivables Purchase discounts for servicing advances was $5 and $7 as of September 30, 2025 and 2024, respectively. There was immaterial utilization of purchase discounts during the three and nine months ended September 30, 2025. D uring the three and nine months ended September 30, 2024, the Company utilized $5 and $6 of the purchase discounts, respectively . Credit Loss for Advances and Other Receivables The following table sets forth the activities of the CECL allowance for advances and other receivables: Three Months Ended September 30, Nine Months Ended September 30, CECL Allowance for Advances and Other Receivables 2025 2024 2025 2024 Balance - beginning of period $ 11 $ 19 $ 13 $ 35 Provision 1 1 — 4 Write-offs (1) (4 ) (2 ) (5 ) (21 ) Balance - end of period (2) $ 8 $ 18 $ 8 $ 18 (1) Write-offs represent balances removed from the servicing platform during the respective periods, including fully reserved balances related to third-party settlements where further loss recovery of prior servicer errors is limited. (2) Amounts were included in reserves. The Company determined that the credit-related risk associated with applicable financial instruments typically increases with the passage of time. The CECL reserve methodology considers these financial instruments collectible to a point in time of 39 months. Any projected remaining balance at the end of the collection period is considered a loss and factors into the overall CECL loss rate required. 12 5. Mortgage Loans Held for Sale Mortgage loans held for sale are recorded at fair value as set forth below: Mortgage Loans Held for Sale September 30, 2025 December 31, 2024 Mortgage loans held for sale – UPB $ 2,654 $ 2,187 Mark-to-market adjustment (1) 72 24 Total mortgage loans held for sale $ 2,726 $ 2,211 (1) The mark-to-market adjustment includes net change in unrealized gain/loss, premium on correspondent loans and certain fees on direct-to-consumer loans. The mark-to-market adjustment is recorded in “revenues - net gain on mortgage loans held for sale” in the condensed consolidated statements of operations. The following table sets forth the activities of mortgage loans held for sale: Nine Months Ended September 30, Mortgage Loans Held for Sale 2025 2024 Balance - beginning of period $ 2,211 $ 927 Loans sold (at carrying value) and loan payments received (29,497 ) (13,821 ) Mortgage loans originated and purchased, net of fees 28,702 13,664 Repurchase of loans out of Ginnie Mae securitizations (1) 1,273 1,171 Net change in unrealized gain on retained loans held for sale 41 23 Net transfers of mortgage loans held for sale (2) (4 ) (2 ) Balance - end of period $ 2,726 $ 1,962 (1) The Company has the optional right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including being delinquent greater than 90 days. The majority of Ginnie Mae repurchased loans are required to be repurchased in connection with loan modifications and loan resolution activity, with the intent to re-pool into new Ginnie Mae securitizations upon re-performance of the loan or to otherwise sell to third-party investors. Therefore, these loans are classified as held for sale. (2) Amounts reflect transfers to other assets for loans transitioning into REO status and transfers to advances and other receivables, net, for claims made on certain government insurance mortgage loans. Transfers out are net of transfers in upon receipt of proceeds from an REO sale or claim filing. For the nine months ended September 30, 2025 and 2024, the Company recorded a total realized gain of $7 and $41 from total sales proceeds of $29,635 and $13,896, respectively, on the sale of mortgage loans held for sale. The total UPB and fair value of mortgage loans held for sale on non-accrual status was as follows: September 30, 2025 December 31, 2024 Mortgage Loans Held for Sale UPB Fair Value UPB Fair Value Non-accrual (1) $ 62 $ 53 $ 47 $ 38 (1) Non-accrual UPB includes $55 and $38 of UPB related to Ginnie Mae repurchased loans as of September 30, 2025 and December 31, 2024, respectively. The total UPB of mortgage loans held for sale for which the Company has begun formal foreclosure proceedings was $39 and $22 as of September 30, 2025 and December 31, 2024, respectively. 13 6. Loans Subject to Repurchase from Ginnie Mae Loans are sold to Ginnie Mae in conjunction with the issuance of mortgage-backed securities. The Company, as the issuer of the mortgage-backed securities, has the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including payments not being received from customers for greater than 90 days. Once the Company has the unilateral right to repurchase a delinquent loan, it has effectively regained control over the loan and recognizes these rights to the loan on its condensed consolidated balance sheets and establishes a corresponding repurchase liability regardless of the Company’s intention to repurchase the loan. The Company had loans subject to repurchase from Ginnie Mae of $1,423 and $1,176 as of September 30, 2025 and December 31, 2024, respectively, which are included in both “other assets” and “paya bles and other liabilities” in the condensed consolidated balance sheets . 7. Goodwill and Intangible Assets The Company had goodwill of $141 as of September 30, 2025 and December 31, 2024, and intangible assets of $95 and $119 as of September 30, 2025 and December 31, 2024, respectively. Goodwill and intangible assets are included in “other assets” within the condensed consolidated balance sheets. 8. 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, loan purchase commitments (“LPCs”), forward MBS and Treasury futures. The changes in value on the derivative instruments associated with pipeline hedging are recorded in earnings as a component of “revenues - net gain on mortgage loans held for sale” on the condensed consolidated statements of operations and condensed consolidated statements of cash flows, while changes in the value of derivative instruments associated with the MSR portfolio fair value are recorded in “revenues - service related, net” on the condensed consolidated statements of operations and in “loss (gain) on MSR hedging activities” on the condensed consolidated statements of cash flows. 14 The following tables provide the outstanding notional balances, fair values of outstanding positions and recorded gains/(losses) for the derivative financial instruments. Gains/(losses) include both realized and unrealized gains/(losses) of each derivative financial instrument. September 30, 2025 Nine Months Ended September 30, 2025 Derivative Financial Instruments Expiration Dates Outstanding Notional Fair Value Gain/(Loss) Assets Mortgage loans held for sale Loan sale commitments 2025 $ 1,006 $ 14 $ 1 Derivative financial instruments Treasury futures 2025 $ 4,572 $ 53 $ 114 IRLCs 2025 1,735 48 26 Forward MBS trades 2025 3,118 10 370 LPCs 2025 895 5 — Total derivative financial instruments - assets $ 10,320 $ 116 $ 510 Liabilities Derivative financial instruments Forward MBS trades 2025 $ 13,028 $ 64 $ (255 ) Treasury futures 2025 590 5 (5 ) LPCs 2025 620 2 5 IRLCs 2025 67 — — Total derivative financial instruments - liabilities $ 14,305 $ 71 $ (255 ) September 30, 2024 Nine Months Ended September 30, 2024 Derivative Financial Instruments Expiration Dates Outstanding Notional Fair Value Gain/(Loss) Assets Mortgage loans held for sale Loan sale commitments 2024 $ 992 $ 27 $ 16 Derivative financial instruments IRLCs 2024 $ 1,464 $ 41 $ 21 Treasury futures 2024 4,272 16 113 Forward MBS trades 2024 2,152 7 156 LPCs 2024 558 3 — Total derivative financial instruments - assets $ 8,446 $ 67 $ 290 Liabilities Derivative financial instruments Forward MBS trades 2024 $ 9,633 $ 44 $ (237 ) LPCs 2024 571 3 (2 ) IRLCs 2024 49 — — Total derivative financial instruments - liabilities $ 10,253 $ 47 $ (239 ) As of September 30, 2025, the Company held $132 in collateral deposits on derivative instruments. As of December 31, 2024 the Company held $216 and $3 in collateral deposits and collateral obligations on derivative instruments, respectively. Collateral deposits and collateral obligations are recorded in “other assets” and “payables and other liabilities,” respectively, in the condensed consolidated balance sheets. The Company does not offset fair value amounts recognized for derivative instruments with amounts collected or deposited on derivative instruments in the condensed consolidated balance sheets. 15 9. Indebtedness Advance, Warehouse and MSR Facilities September 30, 2025 December 31, 2024 Maturity Date Collateral Capacity Amount Outstanding Collateral Pledged Outstanding Collateral Pledged Advance Facilities $500 advance facility (1) Jul 2027 Servicing advance receivables $ 500 $ 242 $ 351 $ 285 $ 394 $500 advance facility Aug 2027 Servicing advance receivables 500 248 279 423 475 $350 advance facility Oct 2026 Servicing advance receivables 350 99 125 119 151 $30 advance facility (2) Jul 2026 Servicing advance receivables 30 20 33 22 40 Advance facilities principal amount 609 788 849 1,060 Warehouse Facilities $1,500 warehouse facility Jun 2026 Mortgage loans or MBS 1,500 47 46 68 71 $1,200 warehouse facility (3) Sep 2027 Mortgage loans or MBS 1,200 258 295 131 148 $1,000 warehouse facility Oct 2026 Mortgage loans or MBS 1,000 735 772 489 530 $750 warehouse facility Mar 2027 Mortgage loans or MBS 750 351 382 112 140 $600 warehouse facility Dec 2025 Mortgage loans or MBS 600 308 314 368 381 $500 warehouse facility Nov 2025 Mortgage loans or MBS 500 417 433 247 256 $500 warehouse facility Jun 2026 Mortgage loans or MBS 500 75 81 90 99 $300 warehouse facility Jun 2026 Mortgage loans or MBS 300 97 99 — — $250 warehouse facility Jul 2026 Mortgage loans or MBS 500 154 166 238 253 $200 warehouse facility Dec 2026 Mortgage loans or MBS 200 — — 112 123 $200 warehouse facility (4) Apr 2025 Mortgage loans or MBS 200 — — — — $200 warehouse facility (2) Jul 2026 Mortgage loans or MBS 200 48 49 105 105 $100 warehouse facility Apr 2026 Mortgage loans or MBS 100 — — — — $100 warehouse facility Apr 2026 Mortgage loans or MBS 100 22 25 56 62 $1 warehouse facility (5) Dec 2025 Mortgage loans or MBS 1 — — — — Warehouse facilities principal amount 2,512 2,662 2,016 2,168 MSR Facilities $1,750 warehouse facility Apr 2027 MSR 1,750 800 2,474 950 2,669 $1,500 warehouse facility (1) Jul 2027 MSR 1,500 475 2,720 475 2,607 $950 warehouse facility (3) Sep 2027 MSR 950 360 1,552 550 1,711 $950 warehouse facility Jul 2027 MSR 950 500 974 670 1,066 $500 warehouse facility Jun 2027 MSR 500 250 472 250 519 $500 warehouse facility Apr 2027 MSR 500 300 704 250 781 $500 warehouse facility Jun 2027 MSR 500 150 820 150 726 $500 warehouse facility Jul 2027 MSR 500 330 590 330 629 $300 warehouse facility Jun 2027 MSR 300 150 350 — — $50 warehouse facility Nov 2026 MSR 50 25 117 25 80 MSR facilities principal amount 3,340 10,773 3,650 10,788 Advance, warehouse and MSR facilities principal amount 6,461 $ 14,223 6,515 $ 14,016 Unamortized debt issuance costs (22 ) (20 ) Advance, warehouse and MSR facilities, net $ 6,439 $ 6,495 (1) Total capacity for this facility is $2,000, of which $500 is internally allocated for advance financing and $1,500 is internally allocated for MSR financing; capacity is fully fungible and is not restricted by these allocations. (2) Total capacity for this facility is $200, of which $30 is a sublimit for advance financing. (3) The capacity for this facility is $1,200, of which $950 is a sublimit for MSR financing. (4) This facility was terminated in April 2025. (5) This facility was under an entity that was sold in July 2025. 16 The weighted average interest rate for advance facilities was 6.7% and 7.4% for the three months ended September 30, 2025 and 2024, respectively, and 6.8% and 7.6% for the nine months ended September 30, 2025 and 2024, respectively. The weighted average interest rate for warehouse and MSR facilities was 6.1% and 7.6% for the three months ended September 30, 2025 and 2024, respectively, and 6.3% and 7.8% for the nine months ended September 30, 2025 and 2024, respectively. Unsecured Senior Notes Unsecured senior notes consist of the following: Unsecured Senior Notes September 30, 2025 December 31, 2024 $1,000 face value, 7.125% interest rate payable semi-annually, due February 2032 (1) $ 1,000 $ 1,000 $850 face value, 5.500% interest rate payable semi-annually, due August 2028 850 850 $750 face value, 6.500% interest rate payable semi-annually, due August 2029 (2) 750 750 $650 face value, 5.125% interest rate payable semi-annually, due December 2030 650 650 $600 face value, 6.000% interest rate payable semi-annually, due January 2027 600 600 $600 face value, 5.750% interest rate payable semi-annually, due November 2031 600 600 $550 face value, 5.000% interest rate payable semi-annually, due February 2026 500 500 Unsecured senior notes principal amount 4,950 4,950 Purchase discount and unamortized debt issuance costs (43 ) (59 ) Unsecured senior notes, net $ 4,907 $ 4,891 (1) In February 2024, the Company completed the offering of $1,000 unsecured senior notes due 2032 (the “2032 Notes”) and used the net proceeds from the offering to repay a portion of the amounts outstanding on its MSR facilities. (2) In August 2024, the Company completed the offering of $750 unsecured senior notes due 2029 (the “2029 Notes”) and used the net proceeds from the offering to repay a portion of the amounts outstanding on its MSR facilities. The ratios included in the indentures for the unsecured senior notes are incurrence-based compared to the customary ratio covenants that are often found in credit agreements that require a company to maintain a certain ratio. The incurrence-based covenants limit the issuer(s) and restricted subsidiaries ability to incur additional indebtedness, pay dividends, make certain investments, create liens, consolidate, merge or sell substantially all of their assets or enter into certain transactions with affiliates. The indentures contain certain events of default, including (subject, in some cases, to customary cure periods and materiality thresholds) defaults based on (i) the failure to make payments under the applicable indenture when due, (ii) breach of covenants, (iii) cross-defaults to certain other indebtedness, (iv) certain bankruptcy or insolvency events, (v) material judgments and (vi) invalidity of material guarantees. The indentures provide that on or before certain fixed dates, the Company may redeem up to 40% of the aggregate principal amount of the unsecured senior notes with the net proceeds of certain equity offerings at fixed redemption prices, plus accrued and unpaid interest, to the redemption dates, subject to compliance with certain conditions. In addition, the Company may redeem all or a portion of the unsecured senior notes at any time on or after certain fixed dates at the applicable redemption prices set forth in the indentures plus accrued and unpaid interest, to the redemption dates. No n otes were repurchased or redeemed during th e nine months ended September 30, 2025 and 2024. As of September 30, 2025, the expected maturities of the Company’s unsecured senior notes based on contractual maturities are as follows: Year Ending December 31, Amount 2025 $ — 2026 500 2027 600 2028 850 2029 750 Thereafter 2,250 Total unsecured senior notes principal amount $ 4,950 17 Financial Covenants The Company’s credit facilities contain various financial covenants which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements, and profitability requirements, which are measured at Nationstar Mortgage LLC, the Company’s operating subsidiary. The Company was in compliance with its required financial covenants as of September 30, 2025. 10. Securitizations and Financings Variable Interest Entities In the normal course of business, the Company enters into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”) determined to be VIEs, which primarily consist of securitization trusts established for a limited purpose. Generally, these SPEs are formed for the purpose of securitization transactions in which the Company transfers assets to an SPE, which then issues to investors various forms of debt obligations supported by those assets. The Company has determined that the SPEs created in connection with certain advance facilities trusts should be consolidated as the Company is the primary beneficiary of each of these entities. A summary of the assets and liabilities of the Company’s transactions with VIEs included in the Company’s condensed consolidated balance sheets is presented below: September 30, 2025 December 31, 2024 Consolidated Transactions with VIEs Transfers Accounted for as Secured Borrowings Transfers Accounted for as Secured Borrowings Assets Restricted cash $ 153 $ 188 Advances and other receivables, net 755 1,020 Total assets $ 908 $ 1,208 Liabilities Advance facilities, net (1) $ 586 $ 824 Warehouse facilities, net (1) 609 — MSR facilities, net (1) 468 469 Payables and other liabilities 3 3 Total liabilities $ 1,666 $ 1,296 (1) Refer to Note 9, Indebtedness , for additional information. The following table shows a summary of the outstanding collateral and certificate balances for securitization trusts for which the Company was the transferor, including any retained beneficial interests and MSRs, that were not consolidated by the Company: Unconsolidated Securitization Trusts September 30, 2025 December 31, 2024 Total collateral balances - UPB $ 735 $ 798 Total certificate balances $ 727 $ 773 The Company has not retained any variable interests in the unconsolidated securitization trusts that were outstanding as of September 30, 2025 and December 31, 2024. Therefore, it does not have a significant exposure to loss related to these unconsolidated VIEs. A summary of mortgage loans transferred by the Company to unconsolidated securitization trusts that are 60 days or more past due are presented below: Principal Amount of Transferred Loans 60 Days or More Past Due September 30, 2025 December 31, 2024 Unconsolidated securitization trusts $ 72 $ 81 18 11. Earnings Per Share Basic earnings per share of common stock is computed by dividing net income by the weighted average number of common stock outstanding during the period. Diluted earnings per share of common stock is computed by dividing net income by the sum of the weighted average number of shares of common stock and any dilutive securities outstanding during the period. The Company’s potentially dilutive securities are share-based awards. The Company applies the treasury stock method to determine the dilutive weighted average number of shares of common stock outstanding based on the outstanding share-based awards. As of September 30, 2025 and December 31, 2024, the Company had 10 million preferred shares authorized at par value of $0.00001 per share, with zero shares issued and outstanding and aggregate liquidation preference of zero dollars. During the three months ended September 30, 2025, the Company’s Board of Directors declared a dividend to the holders of common stock and unvested restricted stock units of Mr. Cooper, consisting of $2.00 in cash per share, for a total of $132. The close of business on September 29, 2025 was fixed as the record date for determining the holders of Mr. Cooper common stock and unvested restricted stock units entitled to receive the dividend. The following table sets forth the computation of basic and diluted net income per common share (amounts in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, Computation of Earnings Per Share 2025 2024 2025 2024 Net income $ 180 $ 80 $ 466 $ 465 Weighted average shares of common stock outstanding (in thousands): Basic 63,995 64,272 63,900 64,503 Dilutive effect of stock awards 1,258 1,240 1,241 1,356 Diluted 65,253 65,512 65,141 65,859 Earnings per common share Basic $ 2.81 $ 1.24 $ 7.29 $ 7.21 Diluted $ 2.76 $ 1.22 $ 7.15 $ 7.06 12. Income Taxes The effective tax rate for operations was 25.6% and 24.1% for the three and nine months ended September 30, 2025, and 29.1% and 25.2% for the three and nine months ended September 30, 2024, respectively. The effective tax rates differed from the statutory federal rate of 21% primarily due to state tax benefits and nondeductible executive compensation. The change in effective tax rate during the three and nine months ended September 30, 2025, as compared to 2024, is primarily attributable to the quarterly discrete tax items relative to income before taxes for the respective period, including state income taxes. 13. Fair Value Measurements Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a three-tiered fair value hierarchy has been established based on the level of observable inputs used in the measurement of fair value (e.g., Level 1 representing quoted prices for identical assets or liabilities in an active market; Level 2 representing values using observable inputs other than quoted prices included within Level 1; and Level 3 representing estimated values based on significant unobservable inputs). There have been no significant changes to the valuation techniques and inputs used by the Company in estimating fair values of Level 2 and Level 3 assets and liabilities as disclosed in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2024. The following tables present the estimated carrying amount and fair value of the Company’s financial instruments and other assets and liabilities measured at fair value on a recurring basis: 19 September 30, 2025 Recurring Fair Value Measurements Fair Value - Recurring Basis Total Fair Value Level 1 Level 2 Level 3 Assets Mortgage servicing rights $ 11,604 $ — $ — $ 11,604 Mortgage loans held for sale 2,726 — 2,658 68 Equity investments 6 — — 6 Derivative financial instruments Treasury futures 53 — 53 — IRLCs 48 — — 48 Forward MBS trades 10 — 10 — LPCs 5 — — 5 Liabilities Derivative financial instruments Forward MBS trades 64 — 64 — Treasury futures 5 — 5 — LPCs 2 — — 2 Excess spread financing 346 — — 346 Mortgage servicing rights financing 23 — — 23 December 31, 2024 Recurring Fair Value Measurements Fair Value - Recurring Basis Total Fair Value Level 1 Level 2 Level 3 Assets Mortgage servicing rights $ 11,736 $ — $ — $ 11,736 Mortgage loans held for sale 2,211 — 2,151 60 Equity investments 9 1 — 8 Derivative financial instruments IRLCs 22 — — 22 Forward MBS trades 18 — 18 — LPCs 6 — — 6 Liabilities Derivative financial instruments Forward MBS trades 95 — 95 — Treasury futures 59 — 59 — LPCs 7 — — 7 Excess spread financing 386 — — 386 Mortgage servicing rights financing 32 — — 32 20 The tables below set forth the activities for all of the Company’s Level 3 assets and liabilities measured at fair value on a recurring basis: Nine Months Ended September 30, 2025 Assets Liabilities Fair Value - Level 3 Assets and Liabilities Mortgage servicing rights Mortgage loans held for sale IRLCs Excess spread financing Mortgage servicing rights financing Balance - beginning of period $ 11,736 $ 60 $ 22 $ 386 $ 32 Changes in fair value included in earnings (1,194 ) 2 26 5 (9 ) Purchases/additions (1) 789 119 — — — Issuances 596 — — — — Sales/dispositions (2) (350 ) (112 ) — — — Repayments — (1 ) — (1 ) — Settlements — — — (44 ) — Other changes 27 — — — — Balance - end of period $ 11,604 $ 68 $ 48 $ 346 $ 23 Nine Months Ended September 30, 2024 Assets Liabilities Fair Value - Level 3 Assets and Liabilities Mortgage servicing rights Mortgage loans held for sale IRLCs Excess spread financing Mortgage servicing rights financing Balance - beginning of period $ 9,090 $ 81 $ 21 $ 437 $ 29 Changes in fair value included in earnings (694 ) 2 20 15 11 Purchases/additions (1) 1,640 95 — — — Issuances 267 — — — — Sales/dispositions (2) (297 ) (110 ) — — — Repayments — (3 ) — — — Settlements — — — (49 ) — Other changes 29 — — — — Balance - end of period $ 10,035 $ 65 $ 41 $ 403 $ 40 (1) Additions for mortgages loans held for sale include loans that are purchased or transferred in. (2) Dispositions for mortgage loans held for sales include loans that are sold or transferred out. The Company had immaterial equity investments, LPCs assets and LPCs liabilities as of September 30, 2025 and September 30, 2024. No transfers were made in or out of Level 3 fair value assets and liabilities for the Company during the nine months ended September 30, 2025 and 2024. 21 The table below presents the quantitative information for significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities. September 30, 2025 December 31, 2024 Range Weighted Range Weighted Level 3 Inputs Min Max Average Min Max Average MSRs (1) Option adjusted spread (2) 6.7 % 12.0 % 7.6 % 6.9 % 12.2 % 7.6 % Prepayment speed 7.3 % 10.4 % 8.8 % 6.8 % 9.3 % 7.7 % Cost to service per loan (3) $ 42 $ 118 $ 58 $ 45 $ 114 $ 58 Average life (4) 7.2 years 7.8 years Mortgage loans held for sale Market pricing 45.0 % 97.8 % 85.1 % 45.0 % 97.3 % 80.1 % IRLCs Value of servicing (reflected as a percentage of loan commitment) 0.8 % 3.7 % 1.7 % — % 3.6 % 1.7 % Excess spread financing (1) Option adjusted spread (2) 7.0 % 12.3 % 8.8 % 6.9 % 12.3 % 8.7 % Prepayment speed 7.6 % 8.3 % 8.0 % 7.2 % 7.6 % 7.5 % Average life (4) 6.4 years 6.8 years Mortgage servicing rights financing Advance financing and counterparty fee rates 7.4 % 8.5 % 7.9 % 7.2 % 9.0 % 8.5 % Annual advance recovery rates 10.7 % 14.6 % 12.4 % 14.9 % 16.8 % 16.0 % (1) The inputs are weighted by investor. (2) OAS represents incremental spread above a risk-free rate (one-month SOFR), which is an observable input. (3) Presented in whole dollar amounts. (4) Average life is included for informational purposes. The tables below present a summary of the estimated carrying amount and fair value of the Company’s financial instruments not carried at fair value: September 30, 2025 Carrying Fair Value Financial Instruments Amount Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 762 $ 762 $ — $ — Restricted cash 184 184 — — Advances and other receivables, net 1,005 — — 1,005 Loans subject to repurchase from Ginnie Mae 1,423 — 1,423 — Financial liabilities Unsecured senior notes, net 4,907 — 5,029 — Advance, warehouse and MSR facilities, net 6,439 — 6,461 — Liability for loans subject to repurchase from Ginnie Mae 1,423 — 1,423 — 22 December 31, 2024 Carrying Fair Value Financial Instruments Amount Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 753 $ 753 $ — $ — Restricted cash 220 220 — — Advances and other receivables, net 1,345 — — 1,345 Loans subject to repurchase from Ginnie Mae 1,176 — 1,176 — Financial liabilities Unsecured senior notes, net 4,891 — 4,862 — Advance, warehouse and MSR facilities, net 6,495 — 6,515 — Liability for loans subject to repurchase from Ginnie Mae 1,176 — 1,176 — 14. Capital Requirements Fannie Mae, Freddie Mac, Ginnie Mae and certain private label mortgage investors require the Company to maintain minimum net worth (“capital”) requirements, as specified in the respective selling and servicing agreements. In addition, these investors may require capital ratios in excess of the stated requirements to approve large servicing transfers. To the extent that these requirements are not met, the Company’s secondary market investors may utilize a range of remedies ranging from sanctions, suspension or ultimately termination of the Company’s selling and servicing agreements, which would prohibit the Company from further originating or securitizing these specific types of mortgage loans or being an approved servicer. The Company’s various capital requirements related to its outstanding selling and servicing agreements are measured based on the Company’s operating subsidiary, Nationstar Mortgage LLC. As of September 30, 2025, the Company was in compliance with its selling and servicing capital requirements. 15. Commitments and Contingencies Litigation and Regulatory The Company and its subsidiaries are routinely and currently involved in a number of legal proceedings, including, but not limited to, judicial, arbitration, regulatory and governmental proceedings related to matters that arise in connection with the conduct of the Company’s business. While it is not possible to predict the outcome of any of these matters, based on the Company’s assessment of the facts and circumstances, it does not believe any of these matters, individually or in the aggregate, will have a material adverse effect on the financial position, results of operations or cash flows of the Company. However, actual outcomes may differ from those expected and could have a material effect on the Company’s financial position, results of operations, or cash flows in a future period. 23 On November 3, 2023, a putative class action lawsuit was filed against the Company, captioned Cabezas v. Mr. Cooper Group, Inc., No. 23-cv-02453 (“Cabezas”), in the United States District Court for the Northern District of Texas, by plaintiff Jennifer Cabezas purportedly on behalf of a class consisting of those persons impacted by the cybersecurity incident that occurred on October 31, 2023. The class action complaint alleged claims for negligence, negligence per se, breach of express contract, breach of implied contract, invasion of privacy, unjust enrichment, breach of confidence, and breach of fiduciary duty based upon allegations that the Company did not employ reasonable and adequate security measures to protect customer personal information accessed in the cybersecurity incident. The Cabezas complaint sought damages, declaratory and injunctive relief, and an award of costs, attorney fees and expenses, among other relief. Between November 2023 and February 7, 2024, 26 additional putative class actions were filed against the Company asserting substantially similar claims and allegations as those asserted in the Cabezas action. The Cabezas court consolidated all 26 pending cases with the Cabezas action, and the 26 separate matters were administratively closed. By Order dated June 25, 2024, the Cabezas court set July 15, 2024 as the last day for Plaintiffs to file a Consolidated Amended Complaint. On July 15, 2024, plaintiffs Jose Ignacio Garrigo, Izabela Debowcsyk, Joshua Watson, Brett Padalecki, Chris Leptiak, Denver Dale, Emily Burke, Mary Crawford, Kay Pollard, Jonathan Josi, Jeff Price, Mychael Marrone, Katy Ross, Lynette Williams, Karen Lynn Williams, Gary Allen, Larry Siegal, Rohit Burani, Elizabeth Curry, Justin Snider, Linda Hansen, and Deira Robertson (collectively, “Plaintiffs”) filed a Consolidated Class Action Complaint on behalf of themselves and an alleged putative nationwide class of “All individuals residing in the United States whose PII was accessed and/or acquired as a result of the Data Breach announced by Mr. Cooper in or around November 2023,” as well as 15 state subclasses. Plaintiffs assert seven of the same claims as in the original Cabezas complaint, (1) Breach of Express Contract; (2) Breach of Implied Contract; (3) Negligence; (4) Negligence Per Se; (5) Unjust Enrichment; (6) Invasion of Privacy; (7) Breach of Confidence; as well as a claim for Declaratory and Injunctive Relief, and 19 state law claims. The Consolidated Class Action Complaint seeks damages, injunctive relief, disgorgement and restitution, and an award of costs, attorney fees and expenses, among other relief. The Cabezas court set September 13, 2024 as the last day for Defendants to move to dismiss the Consolidated Class Action Complaint. On September 13, 2024, the Company filed a motion to dismiss the Consolidated Class Action Complaint. Plaintiffs opposed the motion and the Company filed a reply in further support of its motion on March 27, 2025. On July 22, 2025, the Court issued an Opinion & Order on Defendants’ motion which granted the motion to dismiss in-part. The Order granted the motion as to the standing arguments on the declaratory judgment claim and injunctive relief but otherwise held that plaintiffs have standing to pursue their claims. The Order also granted the motion as to the breach of express contract, unjust enrichment, invasion of privacy, and breach of confidence claims and denied the motion to dismiss as to the breach of implied contract and negligence claims. The Court deferred ruling on the negligence per se and individual state law claims until a ruling on class certification. On August 18, 2025, the Court issued a scheduling order setting the following deadlines: Plaintiffs’ deadline to serve the Motion for Class Certification is November 24, 2025; Class Certification discovery closes on March 30, 2026; Defendants’ deadline to oppose the Class Certification motion is April 14, 2026; Plaintiffs’ deadline to serve a reply in further support of Class Certification is May 14, 2026 and the Class Certification briefing submission date is May 29, 2026. The Company will continue to monitor legal matters for further developments that could affect the amount of the accrued liability that has been previously established. Legal-related expenses for the Company include legal settlements and the fees paid to external legal service providers and are included in general and administrative expenses on the condensed consolidated statements of operations. The Company recorded legal-related expenses, net of recoveries, which includes legal settlements and fees paid to external legal service providers, of $11 and $36 during the three and nine months ended September 30, 2025 and $15 and $34 during the three and nine months ended September 30, 2024, respectively, which are included in “expenses - general and administrative” on the condensed consolidated statements of operations. Management currently believes the aggregate range of reasonably possible loss is $26 to $40 in excess of the accrued liability (if any) related to those matters as of September 30, 2025. For some of these matters, the Company is able to estimate reasonably possible losses above existing reserves and for other matters, such an estimate is not possible at this time. This estimated range of possible loss is based upon currently available information and is subject to significant judgment, numerous assumptions and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary substantially from the current estimate. Other Loss Contingencies As part of the Company’s ongoing operations, it acquires servicing rights of mortgage loan portfolios that are subject to indemnification based on the representations and warranties of the seller. From time to time, the Company will seek recovery under these representations and warranties for incurred costs. As of September 30, 2025, the Company believes all recorded balances for which recovery is sought from the seller are valid claims, and no evidence suggests additional reserves are warranted. 24 As a seller of mortgage loans to Agencies and other third parties, the Company may be required to indemnify or repurchase mortgage loans that fail to meet certain customary representations and warranties made in conjunction with sales of mortgage loans. The repurchase reserve liability related to such customary representations and warranties was $39 and $62 as of September 30, 2025 and December 31, 2024, respectively, which are included in “payables and other liabilities” within the condensed consolidated balance sheets. Loan and Other Commitments The Company enters into IRLCs with prospective customers whereby the Company commits to lend a certain loan amount under specific terms and interest rates to the customer. The Company also enters into LPCs with prospective sellers. These loan commitments are treated as derivatives and are carried at fair value. See Note 8, Derivative Financial Instruments , for more information. 16. Segment Information The Company’s segments reflect the internal reporting used to evaluate operating performance and are based upon the Company’s organizational structure, which focuses primarily on the services offered. The Company’s operations are primarily conducted through two segments: Servicing and Originations. A brief description of the current business segments is as follows: Servicing: This segment performs operational activities on behalf of investors or owners of the underlying mortgages and mortgage servicing rights, including collecting and disbursing customer payments, investor reporting, customer service, modifying loans where appropriate to help customers stay current, and when necessary performing collections, foreclosures, and the sale of REO. In the fourth quarter of 2024, the Company expanded its servicing and subservicing portfolio with the acquisition and subsequent integration of the mortgage operations from the Flagstar transaction. Originations : This segment originates residential mortgage loans through its direct-to-consumer channel, which provides refinance options for its existing customers, and through its correspondent channel, which purchases or originates loans from mortgage bankers. Corporate/Other : Corporate/Other includes the results of Xome’s and Roosevelt Management Company’s operations, the Company’s unallocated overhead expenses (which include the costs of executive management and other corporate functions that are not directly attributable to our operating segments), changes in equity investments and interest expense on our unsecured senior notes. In addition, Corporate/Other includes eliminations related to intersegment hedge fair value changes. Functional expenses are allocated to individual segments based on the actual cost of services performed, direct resource utilization, or headcount percentage for shared services. Facility costs are allocated to individual segments based on cost per headcount for specific facilities utilized. Group insurance costs are allocated to individual segments based on global cost per headcount. Non-allocated corporate expenses include the administrative costs of executive management and other corporate functions that are not directly attributable to the Company’s operating segments. Revenues generated on inter-segment services performed are valued based on similar services provided to external parties. Eliminations are included in Corporate/Other. 25 The tables below summarize the result of operations and total assets by segment that are provided to the Chief Operating Decision Makers (CODMs), which consists of the Chief Executive Officer, the President and the Chief Financial Officer. Pretax income (loss) is a key measurement used by the CODMs to evaluate segment results and is one of the factors considered in determining capital allocation among the segments and determined in accordance with the measurement principles used in the consolidated financial statements. Three Months Ended September 30, 2025 Financial Information by Segment Servicing Originations Corporate/Other Consolidated Revenues Service related, net $ 334 $ 33 $ 16 $ 383 Net gain on mortgage loans held for sale 7 177 — 184 Total revenues 341 210 16 567 Expenses Salaries, wages and benefits 95 58 47 200 General and administrative 76 39 27 142 Total expenses 171 97 74 342 Interest income 191 40 1 232 Interest expense (95 ) (37 ) (81 ) (213 ) Other expenses, net — — (2 ) (2 ) Total other income (expenses), net 96 3 (82 ) 17 Income (loss) before income tax expense (benefit) $ 266 $ 116 $ (140 ) $ 242 Depreciation and amortization for property and equipment and intangible assets $ 7 $ 1 $ 3 $ 11 Total assets $ 14,683 $ 2,765 $ 1,631 $ 19,079 Three Months Ended September 30, 2024 Financial Information by Segment Servicing Originations Corporate/Other Consolidated Revenues Service related, net $ 246 $ 24 $ 18 $ 288 Net gain on mortgage loans held for sale 10 126 — 136 Total revenues 256 150 18 424 Expenses Salaries, wages and benefits 86 50 46 182 General and administrative 94 33 26 153 Total expenses 180 83 72 335 Interest income 201 25 1 227 Interest expense (100 ) (23 ) (76 ) (199 ) Other expenses, net — — (5 ) (5 ) Total other income (expenses), net 101 2 (80 ) 23 Income (loss) before income tax expense (benefit) $ 177 $ 69 $ (134 ) $ 112 Depreciation and amortization for property and equipment and intangible assets $ 2 $ — $ 7 $ 9 Total assets $ 12,462 $ 2,001 $ 1,723 $ 16,186 26 Nine Months Ended September 30, 2025 Financial Information by Segment Servicing Originations Corporate/Other Consolidated Revenues Service related, net $ 1,157 $ 89 $ 49 $ 1,295 Net gain on mortgage loans held for sale 21 419 — 440 Total revenues 1,178 508 49 1,735 Expenses Salaries, wages and benefits 274 166 144 584 General and administrative 285 126 107 518 Total expenses 559 292 251 1,102 Interest income 532 102 4 638 Interest expense (307 ) (93 ) (243 ) (643 ) Other expenses, net — — (14 ) (14 ) Total other income (expenses), net 225 9 (253 ) (19 ) Income (loss) before income tax expense (benefit) $ 844 $ 225 $ (455 ) $ 614 Depreciation and amortization for property and equipment and intangible assets $ 28 $ 5 $ 7 $ 40 Total assets $ 14,683 $ 2,765 $ 1,631 $ 19,079 Nine Months Ended September 30, 2024 Financial Information by Segment Servicing Originations Corporate/Other Consolidated Revenues Service related, net $ 1,132 $ 59 $ 60 $ 1,251 Net gain on mortgage loans held for sale 30 290 — 320 Total revenues 1,162 349 60 1,571 Expenses Salaries, wages and benefits 255 124 130 509 General and administrative 281 90 72 443 Total expenses 536 214 202 952 Interest income 521 52 1 574 Interest expense (303 ) (48 ) (205 ) (556 ) Other expenses, net — — (16 ) (16 ) Total other income (expenses), net 218 4 (220 ) 2 Income (loss) before income tax expense (benefit) $ 844 $ 139 $ (362 ) $ 621 Depreciation and amortization for property and equipment and intangible assets $ 7 $ 2 $ 16 $ 25 Total assets $ 12,462 $ 2,001 $ 1,723 $ 16,186 17. Subsequent Events In preparing these condensed consolidated financial statements, the Company evaluated events and transactions for potential recognition or disclosure through October 31, 2025, the date these condensed consolidated financial statements were issued. Merger of Mr. Cooper Group Inc. and Rocket Companies, Inc. On March 31, 2025, Mr. Cooper Group Inc. and Rocket Companies, Inc. (“Rocket”) announced entry into a definitive agreement for Rocket to acquire all outstanding shares of Mr. Cooper in an all-stock transaction. The transaction closed on October 1, 2025 for $14.2 billion in equity value, based on an 11.0x exchange ratio. 27

Document text

EX-99.2 · tm2614339d1_ex99-2.htm

EX-99.2
 3
 tm2614339d1_ex99-2.htm
 EXHIBIT 99.2

 Exhibit 99.2

 Unaudited Quarterly
Financial Statements

 September 30,
2025

 MR. COOPER GROUP
INC.

 QUARTERLY FINANCIAL
STATEMENTS

 TABLE OF CONTENTS

 Page

 FINANCIAL INFORMATION

 Financial Statements
 3

 Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024
 3

 Condensed Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024
 4

 Condensed Consolidated Statements of Stockholders&rsquo; Equity (unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024
 5

 Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2025 and 2024
 7

 Notes to Condensed Consolidated Financial Statements (unaudited)
 8

 1. Nature of Business and Basis of Presentation
 8

 2.
 Acquisitions
 9

 3. Mortgage Servicing Rights and Related Liabilities
 9

 4. Advances and Other Receivables
 12

 5. Mortgage Loans Held for Sale
 13

 6. Loans Subject to Repurchase from Ginnie Mae
 14

 7. Goodwill and Intangible Assets
 14

 8. Derivative Financial Instruments
 14

 9. Indebtedness
 16

 10. Securitizations and Financings
 18

 11. Earnings Per Share
 19

 12. Income Taxes
 19

 13. Fair Value Measurements
 19

 14. Capital Requirements
 23

 15. Commitments and Contingencies
 23

 16. Segment Information
 25

 17. Subsequent Events
 27

 2

 MR. COOPER GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 (millions of dollars, except share data)

 September 30, 2025
 December 31, 2024

 (unaudited)

 Assets

 Cash and cash equivalents
 $ 762
 $ 753

 Restricted cash
 184
 220

 Mortgage servicing rights at fair value
 11,604
 11,736

 Advances and other receivables, net of reserves of $123 and $112, respectively
 1,005
 1,345

 Mortgage loans held for sale at fair value
 2,726
 2,211

 Property and equipment, net of accumulated depreciation of $148 and $157, respectively
 93
 58

 Deferred tax assets, net
 94
 230

 Other assets
 2,611
 2,386

 Total assets
 $ 19,079
 $ 18,939

 Liabilities and Stockholders&rsquo; Equity

 Unsecured senior notes, net
 $ 4,907
 $ 4,891

 Advance, warehouse and MSR facilities, net
 6,439
 6,495

 Payables and other liabilities
 2,207
 2,322

 MSR related liabilities - nonrecourse at fair value
 369
 418

 Total liabilities
 13,922
 14,126

 Commitments and contingencies (Note 15)

 Common stock at $0.01 par value - 300 million shares authorized, 93.2 million shares issued
 1
 1

 Additional paid-in-capital
 1,068
 1,077

 Retained earnings
 5,305
 4,971

 Treasury shares at cost - 29.1 million and 29.6 million shares, respectively
 (1,217 )
 (1,236 )

 Total stockholders&rsquo; equity
 5,157
 4,813

 Total liabilities and stockholders&rsquo; equity
 $ 19,079
 $ 18,939

 See accompanying Notes to the Condensed Consolidated Financial Statements
(unaudited).

 3

 MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 (millions of dollars, except for earnings per share
data)

 Three Months Ended September 30,
 Nine Months Ended September 30,

 2025
 2024
 2025
 2024

 Revenues:

 Service related, net
 $ 383
 $ 288
 $ 1,295
 $ 1,251

 Net gain on mortgage loans held for sale
 184
 136
 440
 320

 Total revenues
 567
 424
 1,735
 1,571

 Expenses:

 Salaries, wages and benefits
 200
 182
 584
 509

 General and administrative
 142
 153
 518
 443

 Total expenses
 342
 335
 1,102
 952

 Interest income
 232
 227
 638
 574

 Interest expense
 (213 )
 (199 )
 (643 )
 (556 )

 Other expense, net
 (2 )
 (5 )
 (14 )
 (16 )

 Total other income (expense), net
 17
 23
 (19 )
 2

 Income before income tax expense
 242
 112
 614
 621

 Less: Income tax expense
 62
 32
 148
 156

 Net income
 $ 180
 $ 80
 $ 466
 $ 465

 Earnings per share

 Basic
 $ 2.81
 $ 1.24
 $ 7.29
 $ 7.21

 Diluted
 $ 2.76
 $ 1.22
 $ 7.15
 $ 7.06

 See accompanying Notes to the Condensed Consolidated Financial Statements
(unaudited).

 4

 MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS&rsquo; EQUITY

 (millions of dollars, except share data)

 Common
 Stock

 Total

 Shares

 (in thousands)
 Amount
 Additional
 Paid-in

 Capital
 Retained
 Earnings
 Treasury
 Shares
 Stockholders&rsquo;
 Equity

 Balance at June 30, 2024
 64,484
 $ 1
 $ 1,058
 $ 4,687
 $ (1,152 )
 $ 4,594

 Shares issued / (surrendered)
 under incentive compensation plan
 11
 &mdash;
 (1 )
 &mdash;
 &mdash;
 (1 )

 Share-based compensation
 &mdash;
 &mdash;
 11
 &mdash;
 &mdash;
 11

 Repurchase of common stock
 (516 )
 &mdash;
 &mdash;
 &mdash;
 (46 )
 (46 )

 Net income
 &mdash;
 &mdash;
 &mdash;
 80
 &mdash;
 80

 Balance at September 30,
 2024
 63,979
 $ 1
 $ 1,068
 $ 4,767
 $ (1,198 )
 $ 4,638

 Balance at June 30, 2025
 63,989
 $ 1
 $ 1,063
 $ 5,257
 $ (1,222 )
 $ 5,099

 Shares issued / (surrendered)
 under incentive compensation plan
 120
 &mdash;
 (5 )
 &mdash;
 5
 &mdash;

 Share-based compensation
 &mdash;
 &mdash;
 10
 &mdash;
 &mdash;
 10

 Dividend to shareholders
 &mdash;
 &mdash;
 &mdash;
 (132 )
 &mdash;
 (132 )

 Net income
 &mdash;
 &mdash;
 &mdash;
 180
 &mdash;
 180

 Balance at September 30,
 2025
 64,109
 $ 1
 $ 1,068
 $ 5,305
 $ (1,217 )
 $ 5,157

 See accompanying Notes to the Condensed Consolidated Financial Statements
(unaudited).

 5

 MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS&rsquo; EQUITY

 (millions of dollars, except share data)

 Common
 Stock

 Total

 Shares

 (in thousands)
 Amount
 Additional
 Paid-in Capital
 Retained
 Earnings
 Treasury
 Shares
 Stockholders&rsquo;

Equity

 Balance at January 1,
 2024
 64,599
 $ 1
 $ 1,087
 $ 4,302
 $ (1,108 )
 $ 4,282

 Shares
 issued / (surrendered) under incentive compensation plan
 731
 &mdash;
 (47 )
 &mdash;
 19
 (28 )

 Share-based
 compensation
 &mdash;
 &mdash;
 28
 &mdash;
 &mdash;
 28

 Repurchase
 of common stock
 (1,351 )
 &mdash;
 &mdash;
 &mdash;
 (109 )
 (109 )

 Net
 income
 &mdash;
 &mdash;
 &mdash;
 465
 &mdash;
 465

 Balance
 at September 30, 2024
 63,979
 $ 1
 $ 1,068
 $ 4,767
 $ (1,198 )
 $ 4,638

 Balance at January 1,
 2025
 63,581
 $ 1
 $ 1,077
 $ 4,971
 $ (1,236 )
 $ 4,813

 Shares
 issued / (surrendered) under incentive compensation plan
 528
 &mdash;
 (45 )
 &mdash;
 19
 (26 )

 Share-based
 compensation
 &mdash;
 &mdash;
 36
 &mdash;
 &mdash;
 36

 Dividend
 to shareholders
 &mdash;
 &mdash;
 &mdash;
 (132 )
 &mdash;
 (132 )

 Net
 income
 &mdash;
 &mdash;
 &mdash;
 466
 &mdash;
 466

 Balance
 at September 30, 2025
 64,109
 $ 1
 $ 1,068
 $ 5,305
 $ (1,217 )
 $ 5,157

 See accompanying Notes to the Condensed Consolidated Financial Statements
(unaudited).

 6

 MR. COOPER GROUP INC.

 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS

 (millions of dollars)

 Nine Months Ended September 30,

 2025
 2024

 Operating Activities

 Net income
 $ 466
 $ 465

 Adjustments to reconcile net income to net cash attributable to operating activities:

 Deferred tax expense
 136
 156

 Net gain on mortgage loans held for sale
 (440 )
 (320 )

 Provision for servicing and non-servicing reserves
 54
 19

 Fair value changes in mortgage servicing rights
 1,194
 694

 Fair value changes in MSR related liabilities
 (4 )
 26

 Depreciation and amortization for property and equipment and intangible assets
 40
 25

 Adjustment of bargain purchase gain
 &mdash;
 4

 Gain on MSR hedging activities
 (310 )
 (64 )

 Loss (gain) on MSR and excess yield sales
 14
 (10 )

 Other operating activities
 80
 70

 Sales proceeds and loan payment proceeds for mortgage loans held for sale
 29,504
 13,862

 Mortgage loans originated and purchased for sale, net of fees
 (28,702 )
 (13,664 )

 Repurchases of loan assets out of Ginnie Mae securitizations
 (1,273 )
 (1,171 )

 Changes in assets and liabilities:

 Advances and other receivables
 260
 4

 Other assets
 279
 178

 Payables and other liabilities
 (485 )
 (195 )

 Net cash attributable to operating activities
 813
 79

 Investing Activities

 Property and equipment additions, net of disposals
 (52 )
 (27 )

 Purchase of mortgage servicing rights
 (823 )
 (1,767 )

 Proceeds on sale of mortgage servicing rights and excess yield
 348
 317

 Other investing activities
 (45 )
 (20 )

 Net cash attributable to investing activities
 (572 )
 (1,497 )

 Financing Activities

 (Decrease) increase in advance, warehouse and MSR facilities
 (54 )
 84

 Settlements and repayment of excess spread financing
 (45 )
 (49 )

 Issuance of unsecured senior notes
 &mdash;
 1,750

 Repurchase of common stock
 &mdash;
 (109 )

 Dividend to shareholders
 (128 )
 &mdash;

 Other financing activities
 (41 )
 (79 )

 Net cash attributable to financing activities
 (268 )
 1,597

 Net (decrease) increase in cash, cash equivalents, and restricted cash
 (27 )
 179

 Cash, cash equivalents, and restricted cash - beginning of period
 973
 740

 Cash, cash equivalents, and restricted cash - end of period (1)
 $ 946
 $ 919

 Supplemental Disclosures of Non-cash Investing Activities

 Dividend to shareholders
 $ 4
 $ &mdash;

 Purchase of mortgage servicing rights holdback payable
 $ 39
 $ 10

 Sale of mortgage servicing rights holdback receivable
 $ 8
 $ 5

 (1) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts
reported within the condensed consolidated balance sheets.

 September 30, 2025
 September 30, 2024

 Cash and cash equivalents
 $ 762
 $ 733

 Restricted cash
 184
 186

 Total cash, cash equivalents, and restricted cash
 $ 946
 $ 919

 See accompanying Notes to the Condensed Consolidated
Financial Statements (unaudited).

 7

 MR COOPER GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 (millions of dollars, except per share data, or
unless otherwise stated)

 1. Nature of Business and Basis of Presentation

 Nature of Business

 Mr. Cooper Group Inc., collectively with
its consolidated subsidiaries, (&ldquo;Mr. Cooper,&rdquo; the &ldquo;Company,&rdquo; &ldquo;we,&rdquo; &ldquo;us&rdquo; or &ldquo;our&rdquo;)
provides servicing, origination and transaction-based services related to single family residences throughout the United States with operations
under its primary brands: Mr. Cooper&reg;, Xome&reg; and Rushmore Servicing&reg;. Mr. Cooper is the largest home loan servicers
and a major mortgage originator in the country focused on delivering a variety of servicing and lending products, services and technologies.

 Basis of Presentation

 The interim condensed consolidated financial statements
of the Company have been prepared in accordance with U.S. generally accepted accounting principles (&ldquo;GAAP&rdquo;) for interim financial
information. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial
statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company&rsquo;s
Annual Reports on Form 10-K for the year ended December 31, 2024.

 The interim condensed consolidated financial statements
are unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring items, considered necessary
for a fair presentation of the results of the interim periods have been included. Dollar amounts are reported in millions, except
per share data and other key metrics, unless otherwise noted.

 Basis of Consolidation

 The condensed consolidated financial statements
include the accounts of the Company, its wholly-owned subsidiaries, other entities in which the Company has a controlling financial interest
and those variable interest entities (&ldquo;VIE&rdquo;) where the Company&rsquo;s wholly-owned subsidiaries are the primary beneficiaries.
Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary
beneficiary through the date the Company ceases to be the primary beneficiary. The Company applies the equity method of accounting to
investments where it is able to exercise significant influence, but not control, over the policies and procedures of the entity and owns
less than 50% of the voting interests. Investments in certain companies over which the Company does not exert significant influence are
recorded at fair value, or at cost upon election of measurement alternative, at the end of each reporting period. Intercompany balances
and transactions on consolidated entities have been eliminated.

 Use of Estimates

 The preparation of the condensed consolidated
financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in
the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates, and such differences
could be material, due to factors such as adverse changes in the economy, changes in interest rates, secondary market pricing for loans
held for sale and derivatives, strength of underwriting and servicing practices, changes in prepayment assumptions, declines in home prices
or discrete events adversely affecting specific customers.

 Recent Accounting Guidance Adopted

 The Company
did not adopt any accounting guidance during the nine months ended September 30, 2025 that had a material impact on its condensed
consolidated financial statements or disclosures.

 8

 2. Acquisitions

 Acquisition of Certain Mortgage Operations
of Flagstar Bank, N.A.

 On July 24, 2024, the Company entered into
an asset purchase agreement (the &ldquo;Asset Purchase Agreement&rdquo;) and an Agreement for the Bulk Purchase and Sale of Mortgage Servicing
Rights (the &ldquo;MSR Purchase Agreement&rdquo;) with Flagstar Bank, N.A. (&ldquo;Flagstar&rdquo;) in contemplation of one another (collectively
 &ldquo;the Flagstar Transaction&rdquo;). Per the Asset Purchase Agreement, the Company agreed to purchase certain MSRs held by Flagstar.
The Flagstar transaction closed in the fourth quarter of 2024 for total considerations of approximately $1.3 billion in cash, funded through
available cash and drawdowns of existing MSR lines. The acquired assets primarily consist of approximately $1.2 billion of MSRs and
related advances, and $101 of client relationship intangibles associated with subservicing contracts. The Company accounted for the transaction
as an asset acquisition in accordance with Accounting Standard Codification Topic 805, Business Combinations (&ldquo;ASC 805&rdquo;) ,
whereby the purchase price was allocated to net assets based on their relative fair values.

 3. Mortgage Servicing Rights and Related Liabilities

 The following table sets forth the carrying value
of the Company&rsquo;s MSR and the related liabilities. In estimating the fair value of all MSRs and related liabilities, the impact of
the current environment was considered in the determination of key assumptions.

 MSRs and Related Liabilities
 September 30, 2025
 December 31, 2024

 MSRs at fair value
 $ 11,604
 $ 11,736

 Excess spread financing at fair value
 $ 346
 $ 386

 Mortgage servicing rights financing at fair value
 23
 32

 MSR related liabilities - nonrecourse at fair value
 $ 369
 $ 418

 Mortgage Servicing Rights

 The following table sets forth the activities
of MSRs:

 Nine Months Ended September 30,

 MSRs - Fair Value
 2025
 2024

 Balance - beginning of period
 $ 11,736
 $ 9,090

 Additions:

 Servicing retained from mortgage loans sold
 596
 267

 Purchases and acquisitions of servicing rights
 789
 1,640

 Dispositions:

 Sales of servicing assets and excess yield
 (350 )
 (297 )

 Changes in fair value:

 Changes in valuation inputs or assumptions used in the valuation model (MSR MTM)
 (374 )
 (44 )

 Changes in valuation due to amortization
 (820 )
 (650 )

 Other changes (1)
 27
 29

 Balance - end of period
 $ 11,604
 $ 10,035

 (1) Amounts primarily represent negative fair values reclassified from the MSR asset to reserves as underlying
loans are removed from the MSR and other reclassification adjustments.

 During the nine months ended September 30,
2025 and 2024, the Company sold $14,059 and $7,716 in unpaid principal balance (&ldquo;UPB&rdquo;) of MSRs, of which $13,234 and $7,319
were retained by the Company as subservicer, respectively.

 During the nine months ended September 30,
2025 and 2024, certain agencies entered into agreements with the Company to purchase excess servicing cash flows (&ldquo;excess yield&rdquo;)
on certain agency loans with a total UPB of approximately $20,562 and $27,841 for proceeds of $138 and $226, respectively. During the
nine months ended September 30, 2025 and 2024, the Company recorded a loss of $10 and a gain of $27, respectively, through the mark-to-market
adjustments within &ldquo;revenues - service related, net&rdquo; in the condensed consolidated statements of operations.

 9

 MSRs are segregated between investor type into
agency and non-agency pools (referred to herein as &ldquo;investor pools&rdquo;) based upon contractual servicing agreements with investors
at the respective balance sheet date to evaluate the MSR portfolio and fair value of the portfolio. Agency investors consist of Government
National Mortgage Association (&ldquo;Ginnie Mae&rdquo; or &ldquo;GNMA&rdquo;) and the GSEs, Federal National Mortgage Association
(&ldquo;Fannie Mae&rdquo; or &ldquo;FNMA&rdquo;) and Federal Home Loan Mortgage Corp (&ldquo;Freddie Mac&rdquo; or &ldquo;FHLMC&rdquo;).
Non-agency investors consist of investors in private-label securitizations.

 The following table provides a breakdown of UPB
and fair value for the Company&rsquo;s MSRs:

 September 30, 2025
 December 31, 2024

 MSRs - UPB and Fair Value Breakdown by Investor Pools
 UPB
 Fair Value
 UPB
 Fair Value

 Agency
 $ 717,780
 $ 11,319
 $ 710,997
 $ 11,397

 Non-agency
 28,192
 285
 25,074
 339

 Total
 $ 745,972
 $ 11,604
 $ 736,071
 $ 11,736

 Refer to
 Note 13, Fair Value Measurements , for further discussion on key weighted-average inputs and assumptions used in estimating the
fair value of MSRs.

 The following table shows the hypothetical effect
on the fair value of the Company&rsquo;s MSRs when applying certain unfavorable variations of key assumptions to these assets for the
dates indicated:

 Option Adjusted Spread
 Total Prepayment Speeds
 Cost to Service per Loan

 MSRs - Hypothetical Sensitivities
 100 bps
 Adverse
 Change
 200 bps
 Adverse
 Change
 10%
 Adverse
 Change
 20%
 Adverse
 Change
 10%
 Adverse
 Change
 20%
 Adverse
 Change

 September 30, 2025

 Mortgage servicing rights
 $ (448 )
 $ (862 )
 $ (329 )
 $ (634 )
 $ (77 )
 $ (155 )

 December 31, 2024

 Mortgage servicing rights
 $ (470 )
 $ (904 )
 $ (308 )
 $ (597 )
 $ (84 )
 $ (169 )

 These hypothetical sensitivities should be evaluated
with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the
change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair
value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors,
which could impact the above hypothetical effects.

 Excess Spread Financing - Fair Value

 The Company had excess spread financing liability
of $346 and $386, related to the UPB of $61,394 and $66,519 as of September 30, 2025 and December 31, 2024, respectively. Refer
to Note 13, Fair Value Measurements , for key weighted-average inputs and assumptions used in the valuation of excess spread financing
liability.

 The following table shows the hypothetical effect
on the Company&rsquo;s excess spread financing fair value when applying certain unfavorable variations of key assumptions to these liabilities
for the dates indicated:

 Option Adjusted Spread
 Prepayment Speeds

 Excess Spread Financing - Hypothetical
 Sensitivities
 100 bps
 Adverse
 Change
 200 bps
 Adverse
 Change
 10%
 Adverse
 Change
 20%
 Adverse
 Change

 September 30, 2025

 Excess spread financing
 $ 12
 $ 24
 $ 8
 $ 16

 December 31, 2024

 Excess spread financing
 $ 13
 $ 28
 $ 8
 $ 17

 10

 These hypothetical sensitivities should be evaluated
with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the
change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair
value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors,
which could impact the above hypothetical effects. Also, a positive change in the above assumptions would not necessarily correlate with
the corresponding decrease in the net carrying amount of the excess spread financing. Excess spread financing&rsquo;s cash flow assumptions
that are utilized in determining fair value are based on the related cash flow assumptions used in the financed MSRs. Any fair value change
recognized in the financed MSRs attributable to related cash flows assumptions would inherently have an inverse impact on the carrying
amount of the related excess spread financing.

 Mortgage Servicing Rights Financing - Fair
Value

 The Company had MSR financing liability of $23
and $32 as of September 30, 2025 and December 31, 2024. Refer to Note 13, Fair Value Measurements , for key weighted-average
inputs and assumptions used in the valuation of the MSR financing liability.

 Revenues - Service related, net

 The following table sets forth the items comprising
total &ldquo;revenues - service related, net&rdquo;:

 Three Months Ended September 30,
 Nine Months Ended September 30,

 Revenues - Service related, net
 2025
 2024
 2025
 2024

 Contractually specified servicing fees (1)
 $ 609
 $ 556
 1,840
 1,617

 Other service-related income (1)
 26
 18
 80
 56

 Incentive and modification income (1)
 17
 16
 64
 50

 Servicing late fees (1)
 40
 33
 116
 94

 Mark-to-market adjustments - Servicing

 MSR MTM
 (164 )
 (388 )
 (374 )
 (44 )

 Gain on MSR hedging activities
 130
 289
 310
 64

 Loss (gain) on MSR and excess yield sales
 (2 )
 (1 )
 (14 )
 10

 Reclassifications to reserve provision (2)
 (7 )
 (5 )
 (23 )
 (17 )

 Excess spread / MSR financing MTM
 (4 )
 (20 )
 4
 (26 )

 Total mark-to-market adjustments - Servicing
 (47 )
 (125 )
 (97 )
 (13 )

 Amortization, net of accretion

 MSR amortization
 (302 )
 (245 )
 (820 )
 (650 )

 Excess spread accretion
 9
 10
 26
 28

 Total amortization, net of accretion
 (293 )
 (235 )
 (794 )
 (622 )

 Originations service related fees (3)
 33
 24
 89
 59

 Corporate/Xome service related fees
 16
 18
 49
 60

 Other (4)
 (18 )
 (17 )
 (52 )
 (50 )

 Total revenues - Service related, net
 $ 383
 $ 288
 $ 1,295
 $ 1,251

 (1) Amounts include subservicing related revenues. Amounts also include servicing fees from loans sold with
servicing retained of $214 and $189 for the three months ended September 30, 2025 and 2024, respectively and $625 and $563 for the
nine months ended September 30, 2025 and 2024, respectively.

 (2) Reclassifications to reserve provision include the impact of negative modeled cash flows which have been
transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated
with inactive and liquidated loans that are no longer part of the MSR portfolio.

 (3) Amounts include fees collected from customers for originated loans and from other lenders for loans purchased
through the correspondent channel, and include loan application, underwriting, and other similar fees.

 (4) Other represents the excess servicing fee that the Company pays to the counterparties under the excess
spread financing arrangements, portfolio runoff and the payments made associated with MSR financing arrangements.

 11

 4. Advances and Other Receivables

 Advances and other receivables, net, consists
of the following:

 Advances and Other Receivables, Net
 September 30, 2025
 December 31, 2024

 Servicing advances, net of $5 and $6 purchase discount, respectively
 $ 1,089
 $ 1,410

 Receivables from agencies, investors and prior servicers
 39
 47

 Reserves
 (123 )
 (112 )

 Total advances and other receivables, net
 $ 1,005
 $ 1,345

 The following table sets forth the activities
of the servicing reserves for advances and other receivables:

 Three Months Ended September 30,
 Nine Months Ended September 30,

 Reserves for Advances and Other Receivables
 2025
 2024
 2025
 2024

 Balance - beginning of period
 $ 116
 $ 149
 $ 112
 $ 170

 Provision (1)
 18
 8
 54
 19

 Reclassifications (2)
 1
 6
 (4 )
 23

 Write-offs (3)
 (12 )
 (48 )
 (39 )
 (97 )

 Balance - end of period
 $ 123
 $ 115
 $ 123
 $ 115

 (1) The Company recorded a provision of $7 and
 $5 through the MTM adjustments in &ldquo;revenues - service related, net&rdquo; in the condensed
consolidated statements of operations during the three months ended September 30, 2025
and 2024, respectively, and a provision of $23 and
 $17 during the nine months ended September 30, 2025 and 2024, respectively.

 (2) Reclassifications represent required reserves provisioned within other balance sheet accounts as associated
serviced loans become inactive or liquidate.

 (3) Write-offs represent balances removed from the servicing platform during the respective periods, including
fully reserved balances related to third-party settlements where further loss recovery of prior servicer errors is limited.

 Purchase Discount for Advances and Other
Receivables

 Purchase
discounts for servicing advances was $5 and $7 as
of September 30, 2025 and 2024, respectively. There was immaterial utilization of purchase
discounts during the three and nine months ended September 30, 2025. D uring the three
and nine months ended September 30, 2024, the Company utilized $5 and $6 of the purchase discounts, respectively .

 Credit
Loss for Advances and Other Receivables

 The following
table sets forth the activities of the CECL allowance for advances and other receivables:

 Three Months Ended September 30,
 Nine Months Ended September 30,

 CECL Allowance for Advances and Other Receivables
 2025
 2024
 2025
 2024

 Balance - beginning of period
 $ 11
 $ 19
 $ 13
 $ 35

 Provision
 1
 1
 &mdash;
 4

 Write-offs (1)
 (4 )
 (2 )
 (5 )
 (21 )

 Balance - end of period (2)
 $ 8
 $ 18
 $ 8
 $ 18

 (1) Write-offs represent balances removed from the servicing platform during the respective periods, including
fully reserved balances related to third-party settlements where further loss recovery of prior servicer errors is limited.

 (2) Amounts were included in reserves.

 The Company determined that the credit-related
risk associated with applicable financial instruments typically increases with the passage of time. The CECL reserve methodology considers
these financial instruments collectible to a point in time of 39 months. Any projected remaining balance at the end of the collection
period is considered a loss and factors into the overall CECL loss rate required.

 12

 5. Mortgage Loans Held for Sale

 Mortgage loans held for sale are recorded at fair
value as set forth below:

 Mortgage Loans Held for Sale
 September 30, 2025
 December 31, 2024

 Mortgage loans held for sale &ndash; UPB
 $ 2,654
 $ 2,187

 Mark-to-market adjustment (1)
 72
 24

 Total mortgage loans held for sale
 $ 2,726
 $ 2,211

 (1) The mark-to-market adjustment includes net change in unrealized gain/loss, premium on correspondent loans
and certain fees on direct-to-consumer loans. The mark-to-market adjustment is recorded in &ldquo;revenues - net gain on mortgage loans
held for sale&rdquo; in the condensed consolidated statements of operations.

 The following table sets forth the activities
of mortgage loans held for sale:

 Nine Months Ended September 30,

 Mortgage Loans Held for Sale
 2025
 2024

 Balance - beginning of period
 $ 2,211
 $ 927

 Loans sold (at carrying value) and loan payments received
 (29,497 )
 (13,821 )

 Mortgage loans originated and purchased, net of fees
 28,702
 13,664

 Repurchase of loans out of Ginnie Mae securitizations (1)
 1,273
 1,171

 Net change in unrealized gain on retained loans held for sale
 41
 23

 Net transfers of mortgage loans held for sale (2)
 (4 )
 (2 )

 Balance - end of period
 $ 2,726
 $ 1,962

 (1) The Company has the optional right to repurchase any individual loan in a Ginnie Mae securitization pool
if that loan meets certain criteria, including being delinquent greater than 90 days. The majority of Ginnie Mae repurchased loans are
required to be repurchased in connection with loan modifications and loan resolution activity, with the intent to re-pool into new Ginnie
Mae securitizations upon re-performance of the loan or to otherwise sell to third-party investors. Therefore, these loans are classified
as held for sale.

 (2) Amounts reflect transfers to other assets for loans transitioning into REO status and transfers
to advances and other receivables, net, for claims made on certain government insurance mortgage loans. Transfers out are net of
transfers in upon receipt of proceeds from an REO sale or claim filing.

 For the nine months ended September 30, 2025
and 2024, the Company recorded a total realized gain of $7 and $41 from total sales proceeds of $29,635 and $13,896, respectively, on
the sale of mortgage loans held for sale.

 The total UPB and fair value of mortgage loans
held for sale on non-accrual status was as follows:

 September 30, 2025
 December 31, 2024

 Mortgage Loans Held for Sale
 UPB
 Fair Value
 UPB
 Fair Value

 Non-accrual (1)
 $ 62
 $ 53
 $ 47
 $ 38

 (1) Non-accrual UPB includes $55 and $38 of UPB related to Ginnie Mae repurchased loans as of September 30,
2025 and December 31, 2024, respectively.

 The total UPB of mortgage loans held for sale
for which the Company has begun formal foreclosure proceedings was $39 and $22 as of September 30,
2025 and December 31, 2024, respectively.

 13

 6. Loans Subject to Repurchase from Ginnie
Mae

 Loans are sold to Ginnie Mae in conjunction with
the issuance of mortgage-backed securities. The Company, as the issuer of the mortgage-backed securities, has the unilateral right to
repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including payments not being received
from customers for greater than 90 days. Once the Company has the unilateral right to repurchase a delinquent loan, it has effectively
regained control over the loan and recognizes these rights to the loan on its condensed consolidated balance sheets and establishes a
corresponding repurchase liability regardless of the Company&rsquo;s intention to repurchase the loan. The Company had loans subject to
repurchase from Ginnie Mae of $1,423 and $1,176 as of September 30, 2025 and December 31, 2024, respectively, which are included
in both &ldquo;other assets&rdquo; and &ldquo;paya bles and other liabilities&rdquo; in the condensed
consolidated balance sheets .

 7. Goodwill and Intangible Assets

 The Company had goodwill of $141 as of September 30,
2025 and December 31, 2024, and intangible assets of $95 and $119 as of September 30, 2025 and December 31, 2024, respectively.
Goodwill and intangible assets are included in &ldquo;other assets&rdquo; within the condensed consolidated balance sheets.

 8. 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 (&ldquo;the pipeline&rdquo;)
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, loan purchase commitments (&ldquo;LPCs&rdquo;), forward
MBS and Treasury futures. The changes in value on the derivative instruments associated with pipeline hedging are recorded in earnings
as a component of &ldquo;revenues - net gain on mortgage loans held for sale&rdquo; on the condensed consolidated statements of operations
and condensed consolidated statements of cash flows, while changes in the value of derivative instruments associated with the MSR portfolio
fair value are recorded in &ldquo;revenues - service related, net&rdquo; on the condensed
consolidated statements of operations and in &ldquo;loss (gain) on MSR hedging activities&rdquo; on the condensed consolidated statements
of cash flows.

 14

 The following tables provide the outstanding notional
balances, fair values of outstanding positions and recorded gains/(losses) for the derivative financial instruments. Gains/(losses) include
both realized and unrealized gains/(losses) of each derivative financial instrument.

 September 30, 2025
 Nine Months Ended

 September 30, 2025

 Derivative Financial Instruments
 Expiration
 Dates
 Outstanding
 Notional
 Fair
 Value
 Gain/(Loss)

 Assets

 Mortgage loans held for sale

 Loan sale commitments
 2025
 $ 1,006
 $ 14
 $ 1

 Derivative financial instruments

 Treasury futures
 2025
 $ 4,572
 $ 53
 $ 114

 IRLCs
 2025
 1,735
 48
 26

 Forward MBS trades
 2025
 3,118
 10
 370

 LPCs
 2025
 895
 5
 &mdash;

 Total derivative financial instruments - assets

 $ 10,320
 $ 116
 $ 510

 Liabilities

 Derivative financial instruments

 Forward MBS trades
 2025
 $ 13,028
 $ 64
 $ (255 )

 Treasury futures
 2025
 590
 5
 (5 )

 LPCs
 2025
 620
 2
 5

 IRLCs
 2025
 67
 &mdash;
 &mdash;

 Total derivative financial instruments - liabilities

 $ 14,305
 $ 71
 $ (255 )

 September 30, 2024
 Nine Months Ended

 September 30, 2024

 Derivative Financial Instruments
 Expiration
 Dates

 Outstanding

Notional

 Fair

Value

 Gain/(Loss)

 Assets

 Mortgage loans held for sale

 Loan sale commitments
 2024
 $ 992
 $ 27
 $ 16

 Derivative financial instruments

 IRLCs
 2024
 $ 1,464
 $ 41
 $ 21

 Treasury futures
 2024
 4,272
 16
 113

 Forward MBS trades
 2024
 2,152
 7
 156

 LPCs
 2024
 558
 3
 &mdash;

 Total derivative financial instruments - assets

 $ 8,446
 $ 67
 $ 290

 Liabilities

 Derivative financial instruments

 Forward MBS trades
 2024
 $ 9,633
 $ 44
 $ (237 )

 LPCs
 2024
 571
 3
 (2 )

 IRLCs
 2024
 49
 &mdash;
 &mdash;

 Total derivative financial instruments - liabilities

 $ 10,253
 $ 47
 $ (239 )

 As of September 30, 2025, the Company held
$132 in collateral deposits on derivative instruments. As of December 31, 2024 the Company held $216 and $3 in collateral deposits
and collateral obligations on derivative instruments, respectively. Collateral deposits and collateral obligations are recorded in &ldquo;other
assets&rdquo; and &ldquo;payables and other liabilities,&rdquo; respectively, in the condensed consolidated balance sheets. The Company
does not offset fair value amounts recognized for derivative instruments with amounts collected or deposited on derivative instruments
in the condensed consolidated balance sheets.

 15

 9. Indebtedness

 Advance, Warehouse and MSR Facilities

 September 30,
 2025
 December 31,
 2024

 Maturity

 Date
 Collateral
 Capacity

 Amount
 Outstanding
 Collateral

 Pledged
 Outstanding
 Collateral

 Pledged

 Advance
 Facilities

 $500
 advance facility (1)
 Jul
 2027
 Servicing
 advance receivables
 $ 500
 $ 242
 $ 351
 $ 285
 $ 394

 $500 advance
 facility
 Aug 2027
 Servicing
 advance receivables
 500
 248
 279
 423
 475

 $350 advance
 facility
 Oct 2026
 Servicing
 advance receivables
 350
 99
 125
 119
 151

 $30
 advance facility (2)
 Jul
 2026
 Servicing
 advance receivables
 30
 20
 33
 22
 40

 Advance facilities principal amount

 609
 788
 849
 1,060

 Warehouse
 Facilities

 $1,500
 warehouse facility
 Jun 2026
 Mortgage
 loans or MBS
 1,500
 47
 46
 68
 71

 $1,200
 warehouse facility (3)
 Sep 2027
 Mortgage
 loans or MBS
 1,200
 258
 295
 131
 148

 $1,000
 warehouse facility
 Oct 2026
 Mortgage
 loans or MBS
 1,000
 735
 772
 489
 530

 $750 warehouse
 facility
 Mar 2027
 Mortgage
 loans or MBS
 750
 351
 382
 112
 140

 $600 warehouse
 facility
 Dec 2025
 Mortgage
 loans or MBS
 600
 308
 314
 368
 381

 $500 warehouse
 facility
 Nov 2025
 Mortgage
 loans or MBS
 500
 417
 433
 247
 256

 $500 warehouse
 facility
 Jun 2026
 Mortgage
 loans or MBS
 500
 75
 81
 90
 99

 $300 warehouse
 facility
 Jun 2026
 Mortgage
 loans or MBS
 300
 97
 99
 &mdash;
 &mdash;

 $250 warehouse
 facility
 Jul 2026
 Mortgage
 loans or MBS
 500
 154
 166
 238
 253

 $200 warehouse
 facility
 Dec 2026
 Mortgage
 loans or MBS
 200
 &mdash;
 &mdash;
 112
 123

 $200
 warehouse facility (4)
 Apr 2025
 Mortgage
 loans or MBS
 200
 &mdash;
 &mdash;
 &mdash;
 &mdash;

 $200
 warehouse facility (2)
 Jul 2026
 Mortgage
 loans or MBS
 200
 48
 49
 105
 105

 $100 warehouse
 facility
 Apr 2026
 Mortgage
 loans or MBS
 100
 &mdash;
 &mdash;
 &mdash;
 &mdash;

 $100 warehouse
 facility
 Apr 2026
 Mortgage
 loans or MBS
 100
 22
 25
 56
 62

 $1
 warehouse facility (5)
 Dec
 2025
 Mortgage
 loans or MBS
 1
 &mdash;
 &mdash;
 &mdash;
 &mdash;

 Warehouse
 facilities principal amount

 2,512
 2,662
 2,016
 2,168

 MSR
 Facilities

 $1,750
 warehouse facility
 Apr 2027
 MSR
 1,750
 800
 2,474
 950
 2,669

 $1,500
 warehouse facility (1)
 Jul 2027
 MSR
 1,500
 475
 2,720
 475
 2,607

 $950
 warehouse facility (3)
 Sep 2027
 MSR
 950
 360
 1,552
 550
 1,711

 $950 warehouse
 facility
 Jul 2027
 MSR
 950
 500
 974
 670
 1,066

 $500 warehouse
 facility
 Jun 2027
 MSR
 500
 250
 472
 250
 519

 $500 warehouse
 facility
 Apr 2027
 MSR
 500
 300
 704
 250
 781

 $500 warehouse
 facility
 Jun 2027
 MSR
 500
 150
 820
 150
 726

 $500 warehouse
 facility
 Jul 2027
 MSR
 500
 330
 590
 330
 629

 $300 warehouse
 facility
 Jun 2027
 MSR
 300
 150
 350
 &mdash;
 &mdash;

 $50
 warehouse facility
 Nov
 2026
 MSR
 50
 25
 117
 25
 80

 MSR facilities principal amount

 3,340
 10,773
 3,650
 10,788

 Advance, warehouse and MSR facilities principal amount

 6,461
 $ 14,223
 6,515
 $ 14,016

 Unamortized debt issuance costs

 (22 )

 (20 )

 Advance, warehouse and MSR facilities, net

 $ 6,439

 $ 6,495

 (1) Total capacity for this facility is $2,000, of which $500 is internally allocated for advance financing
and $1,500 is internally allocated for MSR financing; capacity is fully fungible and is not restricted by these allocations.

 (2) Total capacity for this facility is $200, of which $30 is a sublimit for advance financing.

 (3) The capacity for this facility is $1,200, of which $950 is a sublimit for MSR financing.

 (4) This facility was terminated in April 2025.

 (5) This facility was under an entity that was sold in July 2025.

 16

 The weighted average interest rate for advance
facilities was 6.7% and 7.4% for the three months ended September 30, 2025 and 2024, respectively, and 6.8% and 7.6% for the nine
months ended September 30, 2025 and 2024, respectively. The weighted average interest rate for warehouse and MSR facilities was 6.1%
and 7.6% for the three months ended September 30, 2025 and 2024, respectively, and 6.3% and 7.8% for the nine months ended September 30,
2025 and 2024, respectively.

 Unsecured Senior Notes

 Unsecured senior notes consist of the following:

 Unsecured Senior Notes
 September 30, 2025
 December 31, 2024

 $1,000 face value, 7.125% interest rate payable semi-annually, due February 2032 (1)
 $ 1,000
 $ 1,000

 $850 face value, 5.500% interest rate payable semi-annually, due August 2028
 850
 850

 $750 face value, 6.500% interest rate payable semi-annually, due August 2029 (2)
 750
 750

 $650 face value, 5.125% interest rate payable semi-annually, due December 2030
 650
 650

 $600 face value, 6.000% interest rate payable semi-annually, due January 2027
 600
 600

 $600 face value, 5.750% interest rate payable semi-annually, due November 2031
 600
 600

 $550 face value, 5.000% interest rate payable semi-annually, due February 2026
 500
 500

 Unsecured senior notes principal amount
 4,950
 4,950

 Purchase discount and unamortized debt issuance costs
 (43 )
 (59 )

 Unsecured senior notes, net
 $ 4,907
 $ 4,891

 (1) In February 2024, the Company completed the offering of $1,000 unsecured senior notes due 2032 (the &ldquo;2032 Notes&rdquo;)
and used the net proceeds from the offering to repay a portion of the amounts outstanding on its MSR facilities.

 (2) In August 2024, the Company completed the offering of $750 unsecured senior notes due 2029 (the &ldquo;2029 Notes&rdquo;) and
used the net proceeds from the offering to repay a portion of the amounts outstanding on its MSR facilities.

 The ratios included in the indentures for the
unsecured senior notes are incurrence-based compared to the customary ratio covenants that are often found in credit agreements that require
a company to maintain a certain ratio. The incurrence-based covenants limit the issuer(s) and restricted subsidiaries ability to
incur additional indebtedness, pay dividends, make certain investments, create liens, consolidate, merge or sell substantially all of
their assets or enter into certain transactions with affiliates. The indentures contain certain events of default, including (subject,
in some cases, to customary cure periods and materiality thresholds) defaults based on (i) the failure to make payments under the
applicable indenture when due, (ii) breach of covenants, (iii) cross-defaults to certain other indebtedness, (iv) certain
bankruptcy or insolvency events, (v) material judgments and (vi) invalidity of material guarantees.

 The indentures provide that on or before certain
fixed dates, the Company may redeem up to 40% of the aggregate principal amount of the unsecured senior notes with the net proceeds of
certain equity offerings at fixed redemption prices, plus accrued and unpaid interest, to the redemption dates, subject to compliance
with certain conditions. In addition, the Company may redeem all or a portion of the unsecured senior notes at any time on or after certain
fixed dates at the applicable redemption prices set forth in the indentures plus accrued and unpaid interest, to the redemption dates.
No n otes were repurchased or redeemed during th e nine months ended September 30, 2025
and 2024.

 As of September 30, 2025, the expected maturities
of the Company&rsquo;s unsecured senior notes based on contractual maturities are as follows:

 Year Ending December 31,
 Amount

 2025
 $ &mdash;

 2026
 500

 2027
 600

 2028
 850

 2029
 750

 Thereafter
 2,250

 Total unsecured senior notes principal amount
 $ 4,950

 17

 Financial Covenants

 The Company&rsquo;s credit facilities contain
various financial covenants which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements,
and profitability requirements, which are measured at Nationstar Mortgage LLC, the Company&rsquo;s operating subsidiary. The Company was
in compliance with its required financial covenants as of September 30, 2025.

 10. Securitizations and Financings

 Variable Interest Entities

 In the normal
course of business, the Company enters into various types of on- and off-balance sheet transactions with special purpose entities (&ldquo;SPEs&rdquo;)
determined to be VIEs, which primarily consist of securitization trusts established for a limited purpose. Generally, these SPEs are formed
for the purpose of securitization transactions in which the Company transfers assets to an SPE, which then issues to investors various
forms of debt obligations supported by those assets.

 The Company
has determined that the SPEs created in connection with certain advance facilities trusts should be consolidated as the Company is the
primary beneficiary of each of these entities.

 A summary of the assets and liabilities of the
Company&rsquo;s transactions with VIEs included in the Company&rsquo;s condensed consolidated balance sheets is presented below:

 September 30, 2025
 December 31, 2024

 Consolidated Transactions with VIEs
 Transfers
 Accounted for as
 Secured
 Borrowings
 Transfers
 Accounted for as
 Secured
 Borrowings

 Assets

 Restricted cash
 $ 153
 $ 188

 Advances and other receivables, net
 755
 1,020

 Total assets
 $ 908
 $ 1,208

 Liabilities

 Advance facilities, net (1)
 $ 586
 $ 824

 Warehouse facilities, net (1)
 609
 &mdash;

 MSR facilities, net (1)
 468
 469

 Payables and other liabilities
 3
 3

 Total liabilities
 $ 1,666
 $ 1,296

 (1) Refer to Note 9, Indebtedness , for additional information.

 The following table shows a summary of the outstanding
collateral and certificate balances for securitization trusts for which the Company was the transferor, including any retained beneficial
interests and MSRs, that were not consolidated by the Company:

 Unconsolidated Securitization Trusts
 September 30, 2025
 December 31, 2024

 Total collateral balances - UPB
 $ 735
 $ 798

 Total certificate balances
 $ 727
 $ 773

 The Company has not retained any variable interests
in the unconsolidated securitization trusts that were outstanding as of September 30, 2025 and December 31, 2024. Therefore,
it does not have a significant exposure to loss related to these unconsolidated VIEs.

 A summary of mortgage loans transferred by the
Company to unconsolidated securitization trusts that are 60 days or more past due are presented below:

 Principal Amount of Transferred Loans 60 Days or More Past Due
 September 30, 2025
 December 31, 2024

 Unconsolidated securitization trusts
 $ 72
 $ 81

 18

 11. Earnings Per Share

 Basic earnings per share of common stock is computed
by dividing net income by the weighted average number of common stock outstanding during the period. Diluted earnings per share of common
stock is computed by dividing net income by the sum of the weighted average number of shares of common stock and any dilutive securities
outstanding during the period. The Company&rsquo;s potentially dilutive securities are share-based awards. The Company applies the treasury
stock method to determine the dilutive weighted average number of shares of common stock outstanding based on the outstanding share-based
awards. As of September 30, 2025 and December 31, 2024, the Company had 10 million preferred shares authorized at par value
of $0.00001 per share, with zero shares issued and outstanding and aggregate liquidation preference of zero dollars.

 During the three months ended September 30,
2025, the Company&rsquo;s Board of Directors declared a dividend to the holders of common stock and unvested restricted stock units of
Mr. Cooper, consisting of $2.00 in cash per share, for a total of $132. The close of business on September 29, 2025 was fixed
as the record date for determining the holders of Mr. Cooper common stock and unvested restricted stock units entitled to receive
the dividend.

 The following table sets forth the computation
of basic and diluted net income per common share (amounts in millions, except per share amounts):

 Three Months Ended September 30,
 Nine Months Ended September 30,

 Computation of Earnings Per Share
 2025
 2024
 2025
 2024

 Net income
 $ 180
 $ 80
 $ 466
 $ 465

 Weighted average shares of common stock outstanding (in thousands):

 Basic
 63,995
 64,272
 63,900
 64,503

 Dilutive effect of stock awards
 1,258
 1,240
 1,241
 1,356

 Diluted
 65,253
 65,512
 65,141
 65,859

 Earnings per common share

 Basic
 $ 2.81
 $ 1.24
 $ 7.29
 $ 7.21

 Diluted
 $ 2.76
 $ 1.22
 $ 7.15
 $ 7.06

 12. Income Taxes

 The effective tax rate for operations was 25.6% and 24.1% for the three
and nine months ended September 30, 2025, and 29.1% and 25.2% for the three and nine months ended September 30, 2024, respectively.
The effective tax rates differed from the statutory federal rate of 21% primarily due to state tax benefits and nondeductible executive
compensation.

 The change in effective tax rate during the three
and nine months ended September 30, 2025, as compared to 2024, is primarily attributable to the quarterly discrete tax items relative
to income before taxes for the respective period, including state income taxes.

 13. Fair Value Measurements

 Fair value is a market-based measurement, not
an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset
or liability. As a basis for considering market participant assumptions in fair value measurements, a three-tiered fair value hierarchy
has been established based on the level of observable inputs used in the measurement of fair value (e.g., Level 1 representing quoted
prices for identical assets or liabilities in an active market; Level 2 representing values using observable inputs other than quoted
prices included within Level 1; and Level 3 representing estimated values based on significant unobservable inputs).

 There have
been no significant changes to the valuation techniques and inputs used by the Company in estimating fair values of Level 2 and Level
3 assets and liabilities as disclosed in the Company&rsquo;s Annual Reports on Form 10-K for the year ended December 31, 2024.

 The following tables present the estimated carrying
amount and fair value of the Company&rsquo;s financial instruments and other assets and liabilities measured at fair value on a recurring
basis:

 19

 September 30, 2025

 Recurring Fair Value Measurements

 Fair Value - Recurring Basis
 Total Fair Value
 Level 1
 Level 2
 Level 3

 Assets

 Mortgage servicing rights
 $ 11,604
 $ &mdash;
 $ &mdash;
 $ 11,604

 Mortgage loans held for sale
 2,726
 &mdash;
 2,658
 68

 Equity investments
 6
 &mdash;
 &mdash;
 6

 Derivative financial instruments

 Treasury futures
 53
 &mdash;
 53
 &mdash;

 IRLCs
 48
 &mdash;
 &mdash;
 48

 Forward MBS trades
 10
 &mdash;
 10
 &mdash;

 LPCs
 5
 &mdash;
 &mdash;
 5

 Liabilities

 Derivative financial instruments

 Forward MBS trades
 64
 &mdash;
 64
 &mdash;

 Treasury futures
 5
 &mdash;
 5
 &mdash;

 LPCs
 2
 &mdash;
 &mdash;
 2

 Excess spread financing
 346
 &mdash;
 &mdash;
 346

 Mortgage servicing rights financing
 23
 &mdash;
 &mdash;
 23

 December 31, 2024

 Recurring Fair Value Measurements

 Fair Value - Recurring Basis
 Total Fair Value
 Level 1
 Level 2
 Level 3

 Assets

 Mortgage servicing rights
 $ 11,736
 $ &mdash;
 $ &mdash;
 $ 11,736

 Mortgage loans held for sale
 2,211
 &mdash;
 2,151
 60

 Equity investments
 9
 1
 &mdash;
 8

 Derivative financial instruments

 IRLCs
 22
 &mdash;
 &mdash;
 22

 Forward MBS trades
 18
 &mdash;
 18
 &mdash;

 LPCs
 6
 &mdash;
 &mdash;
 6

 Liabilities

 Derivative financial instruments

 Forward MBS trades
 95
 &mdash;
 95
 &mdash;

 Treasury futures
 59
 &mdash;
 59
 &mdash;

 LPCs
 7
 &mdash;
 &mdash;
 7

 Excess spread financing
 386
 &mdash;
 &mdash;
 386

 Mortgage servicing rights financing
 32
 &mdash;
 &mdash;
 32

 20

 The tables below set forth the activities for
all of the Company&rsquo;s Level 3 assets and liabilities measured at fair value on a recurring basis:

 Nine Months Ended September 30, 2025

 Assets
 Liabilities

 Fair Value - Level 3 Assets and Liabilities
 Mortgage

servicing rights
 Mortgage loans

 held for sale
 IRLCs
 Excess spread

 financing
 Mortgage

servicing rights

financing

 Balance - beginning of period
 $ 11,736
 $ 60
 $ 22
 $ 386
 $ 32

 Changes in fair value included in earnings
 (1,194 )
 2
 26
 5
 (9 )

 Purchases/additions (1)
 789
 119
 &mdash;
 &mdash;
 &mdash;

 Issuances
 596
 &mdash;
 &mdash;
 &mdash;
 &mdash;

 Sales/dispositions (2)
 (350 )
 (112 )
 &mdash;
 &mdash;
 &mdash;

 Repayments
 &mdash;
 (1 )
 &mdash;
 (1 )
 &mdash;

 Settlements
 &mdash;
 &mdash;
 &mdash;
 (44 )
 &mdash;

 Other changes
 27
 &mdash;
 &mdash;
 &mdash;
 &mdash;

 Balance - end of period
 $ 11,604
 $ 68
 $ 48
 $ 346
 $ 23

 Nine Months Ended September 30, 2024

 Assets
 Liabilities

 Fair Value - Level 3 Assets and Liabilities
 Mortgage

 servicing rights
 Mortgage loans

 held for sale
 IRLCs
 Excess spread

 financing
 Mortgage

servicing rights

financing

 Balance - beginning of period
 $ 9,090
 $ 81
 $ 21
 $ 437
 $ 29

 Changes in fair value included in earnings
 (694 )
 2
 20
 15
 11

 Purchases/additions (1)
 1,640
 95
 &mdash;
 &mdash;
 &mdash;

 Issuances
 267
 &mdash;
 &mdash;
 &mdash;
 &mdash;

 Sales/dispositions (2)
 (297 )
 (110 )
 &mdash;
 &mdash;
 &mdash;

 Repayments
 &mdash;
 (3 )
 &mdash;
 &mdash;
 &mdash;

 Settlements
 &mdash;
 &mdash;
 &mdash;
 (49 )
 &mdash;

 Other changes
 29
 &mdash;
 &mdash;
 &mdash;
 &mdash;

 Balance - end of period
 $ 10,035
 $ 65
 $ 41
 $ 403
 $ 40

 (1) Additions for mortgages loans held for sale include loans that are purchased or transferred in.

 (2) Dispositions for mortgage loans held for sales include loans that are sold or transferred out.

 The Company had immaterial equity investments,
LPCs assets and LPCs liabilities as of September 30, 2025 and September 30, 2024. No transfers were made in or out of Level
3 fair value assets and liabilities for the Company during the nine months ended September 30, 2025 and 2024.

 21

 The table below presents the quantitative information
for significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities.

 September 30, 2025
 December 31, 2024

 Range
 Weighted
 Range
 Weighted

 Level 3 Inputs
 Min
 Max
 Average
 Min
 Max
 Average

 MSRs (1)

 Option adjusted spread (2)
 6.7 %
 12.0 %
 7.6 %
 6.9 %
 12.2 %
 7.6 %

 Prepayment speed
 7.3 %
 10.4 %
 8.8 %
 6.8 %
 9.3 %
 7.7 %

 Cost to service per loan (3)
 $ 42
 $ 118
 $ 58
 $ 45
 $ 114
 $ 58

 Average life (4)

 7.2 years

 7.8 years

 Mortgage loans held for sale

 Market pricing
 45.0 %
 97.8 %
 85.1 %
 45.0 %
 97.3 %
 80.1 %

 IRLCs

 Value of servicing (reflected as a percentage of loan commitment)
 0.8 %
 3.7 %
 1.7 %
 &mdash; %
 3.6 %
 1.7 %

 Excess spread financing (1)

 Option adjusted spread (2)
 7.0 %
 12.3 %
 8.8 %
 6.9 %
 12.3 %
 8.7 %

 Prepayment speed
 7.6 %
 8.3 %
 8.0 %
 7.2 %
 7.6 %
 7.5 %

 Average life (4)

 6.4 years

 6.8 years

 Mortgage servicing rights financing

 Advance financing and counterparty fee rates
 7.4 %
 8.5 %
 7.9 %
 7.2 %
 9.0 %
 8.5 %

 Annual advance recovery rates
 10.7 %
 14.6 %
 12.4 %
 14.9 %
 16.8 %
 16.0 %

 (1) The inputs are weighted by investor.

 (2) OAS represents incremental spread above a risk-free rate (one-month SOFR), which is an observable input.

 (3) Presented in whole dollar amounts.

 (4) Average life is included for informational purposes.

 The tables below present a summary of the estimated
carrying amount and fair value of the Company&rsquo;s financial instruments not carried at fair value:

 September 30, 2025

 Carrying
 Fair Value

 Financial Instruments
 Amount
 Level 1
 Level 2
 Level 3

 Financial assets

 Cash and cash equivalents
 $ 762
 $ 762
 $ &mdash;
 $ &mdash;

 Restricted cash
 184
 184
 &mdash;
 &mdash;

 Advances and other receivables, net
 1,005
 &mdash;
 &mdash;
 1,005

 Loans subject to repurchase from Ginnie Mae
 1,423
 &mdash;
 1,423
 &mdash;

 Financial liabilities

 Unsecured senior notes, net
 4,907
 &mdash;
 5,029
 &mdash;

 Advance, warehouse and MSR facilities, net
 6,439
 &mdash;
 6,461
 &mdash;

 Liability for loans subject to repurchase from Ginnie Mae
 1,423
 &mdash;
 1,423
 &mdash;

 22

 December 31, 2024

 Carrying
 Fair Value

 Financial Instruments
 Amount
 Level 1
 Level 2
 Level 3

 Financial assets

 Cash and cash equivalents
 $ 753
 $ 753
 $ &mdash;
 $ &mdash;

 Restricted cash
 220
 220
 &mdash;
 &mdash;

 Advances and other receivables, net
 1,345
 &mdash;
 &mdash;
 1,345

 Loans subject to repurchase from Ginnie Mae
 1,176
 &mdash;
 1,176
 &mdash;

 Financial liabilities

 Unsecured senior notes, net
 4,891
 &mdash;
 4,862
 &mdash;

 Advance, warehouse and MSR facilities, net
 6,495
 &mdash;
 6,515
 &mdash;

 Liability for loans subject to repurchase from Ginnie Mae
 1,176
 &mdash;
 1,176
 &mdash;

 14. Capital Requirements

 Fannie Mae, Freddie Mac, Ginnie Mae and certain
private label mortgage investors require the Company to maintain minimum net worth (&ldquo;capital&rdquo;) requirements, as specified
in the respective selling and servicing agreements. In addition, these investors may require capital ratios in excess of the stated requirements
to approve large servicing transfers. To the extent that these requirements are not met, the Company&rsquo;s secondary market investors
may utilize a range of remedies ranging from sanctions, suspension or ultimately termination of the Company&rsquo;s selling and servicing
agreements, which would prohibit the Company from further originating or securitizing these specific types of mortgage loans or being
an approved servicer. The Company&rsquo;s various capital requirements related to its outstanding selling and servicing agreements are
measured based on the Company&rsquo;s operating subsidiary, Nationstar Mortgage LLC. As of September 30, 2025, the Company was in
compliance with its selling and servicing capital requirements.

 15. Commitments and Contingencies

 Litigation and Regulatory

 The Company and its subsidiaries are routinely
and currently involved in a number of legal proceedings, including, but not limited to, judicial, arbitration, regulatory and governmental
proceedings related to matters that arise in connection with the conduct of the Company&rsquo;s business. While it is not possible to
predict the outcome of any of these matters, based on the Company&rsquo;s assessment of the facts and circumstances, it does not believe
any of these matters, individually or in the aggregate, will have a material adverse effect on the financial position, results of operations
or cash flows of the Company. However, actual outcomes may differ from those expected and could have a material effect on the Company&rsquo;s
financial position, results of operations, or cash flows in a future period.

 23

 On November 3, 2023, a putative class action
lawsuit was filed against the Company, captioned Cabezas v. Mr. Cooper Group, Inc., No. 23-cv-02453 (&ldquo;Cabezas&rdquo;),
in the United States District Court for the Northern District of Texas, by plaintiff Jennifer Cabezas purportedly on behalf of a class
consisting of those persons impacted by the cybersecurity incident that occurred on October 31, 2023. The class action complaint
alleged claims for negligence, negligence per se, breach of express contract, breach of implied contract, invasion of privacy, unjust
enrichment, breach of confidence, and breach of fiduciary duty based upon allegations that the Company did not employ reasonable and adequate
security measures to protect customer personal information accessed in the cybersecurity incident. The Cabezas complaint sought damages,
declaratory and injunctive relief, and an award of costs, attorney fees and expenses, among other relief. Between November 2023 and
February 7, 2024, 26 additional putative class actions were filed against the Company asserting substantially similar claims and
allegations as those asserted in the Cabezas action. The Cabezas court consolidated all 26 pending cases with the Cabezas action, and
the 26 separate matters were administratively closed. By Order dated June 25, 2024, the Cabezas court set July 15, 2024 as the
last day for Plaintiffs to file a Consolidated Amended Complaint. On July 15, 2024, plaintiffs Jose Ignacio Garrigo, Izabela
Debowcsyk, Joshua Watson, Brett Padalecki, Chris Leptiak, Denver Dale, Emily Burke, Mary Crawford, Kay Pollard, Jonathan Josi, Jeff Price,
Mychael Marrone, Katy Ross, Lynette Williams, Karen Lynn Williams, Gary Allen, Larry Siegal, Rohit Burani, Elizabeth Curry, Justin Snider,
Linda Hansen, and Deira Robertson (collectively, &ldquo;Plaintiffs&rdquo;) filed a Consolidated Class Action Complaint on behalf
of themselves and an alleged putative nationwide class of &ldquo;All individuals residing in the United States whose PII was accessed
and/or acquired as a result of the Data Breach announced by Mr. Cooper in or around November 2023,&rdquo; as well as 15 state
subclasses. Plaintiffs assert seven of the same claims as in the original Cabezas complaint, (1) Breach of Express Contract; (2) Breach
of Implied Contract; (3) Negligence; (4) Negligence Per Se; (5) Unjust Enrichment; (6) Invasion of Privacy; (7) Breach
of Confidence; as well as a claim for Declaratory and Injunctive Relief, and 19 state law claims. The Consolidated Class Action Complaint
seeks damages, injunctive relief, disgorgement and restitution, and an award of costs, attorney fees and expenses, among other relief.
The Cabezas court set September 13, 2024 as the last day for Defendants to move to dismiss the Consolidated Class Action Complaint.
On September 13, 2024, the Company filed a motion to dismiss the Consolidated Class Action Complaint. Plaintiffs opposed the
motion and the Company filed a reply in further support of its motion on March 27, 2025. On July 22, 2025, the Court issued
an Opinion & Order on Defendants&rsquo; motion which granted the motion to dismiss in-part. The Order granted the motion as to
the standing arguments on the declaratory judgment claim and injunctive relief but otherwise held that plaintiffs have standing to pursue
their claims. The Order also granted the motion as to the breach of express contract, unjust enrichment, invasion of privacy, and breach
of confidence claims and denied the motion to dismiss as to the breach of implied contract and negligence claims. The Court deferred ruling
on the negligence per se and individual state law claims until a ruling on class certification. On August 18, 2025, the Court issued
a scheduling order setting the following deadlines: Plaintiffs&rsquo; deadline to serve the Motion for Class Certification is November 24,
2025; Class Certification discovery closes on March 30, 2026; Defendants&rsquo; deadline to oppose the Class Certification
motion is April 14, 2026; Plaintiffs&rsquo; deadline to serve a reply in further support of Class Certification is May 14,
2026 and the Class Certification briefing submission date is May 29, 2026.

 The Company will continue to monitor legal matters
for further developments that could affect the amount of the accrued liability that has been previously established. Legal-related expenses
for the Company include legal settlements and the fees paid to external legal service providers and are included in general and administrative
expenses on the condensed consolidated statements of operations. The Company recorded legal-related expenses, net of recoveries, which
includes legal settlements and fees paid to external legal service providers, of $11 and $36 during the three and nine months ended September 30,
2025 and $15 and $34 during the three and nine months ended September 30, 2024, respectively, which are included in &ldquo;expenses
- general and administrative&rdquo; on the condensed consolidated statements of operations. Management currently believes the aggregate
range of reasonably possible loss is $26 to $40 in excess of the accrued liability (if any) related to those matters as of September 30,
2025. For some of these matters, the Company is able to estimate reasonably possible losses above existing reserves and for other matters,
such an estimate is not possible at this time. This estimated range of possible loss is based upon currently available information and
is subject to significant judgment, numerous assumptions and known and unknown uncertainties. The matters underlying the estimated range
will change from time to time, and actual results may vary substantially from the current estimate.

 Other Loss Contingencies

 As part of the Company&rsquo;s ongoing operations,
it acquires servicing rights of mortgage loan portfolios that are subject to indemnification based on the representations and warranties
of the seller. From time to time, the Company will seek recovery under these representations and warranties for incurred costs. As
of September 30, 2025, the Company believes all recorded balances for which recovery is sought from the seller are valid claims,
and no evidence suggests additional reserves are warranted.

 24

 As a seller of mortgage loans to Agencies and
other third parties, the Company may be required to indemnify or repurchase mortgage loans that fail to meet certain customary representations
and warranties made in conjunction with sales of mortgage loans. The repurchase reserve liability related to such customary representations
and warranties was $39 and $62 as of September 30, 2025 and December 31, 2024, respectively, which are included in &ldquo;payables
and other liabilities&rdquo; within the condensed consolidated balance sheets.

 Loan and Other Commitments

 The Company enters into IRLCs with prospective
customers whereby the Company commits to lend a certain loan amount under specific terms and interest rates to the customer. The Company
also enters into LPCs with prospective sellers. These loan commitments are treated as derivatives and are carried at fair value. See Note
8, Derivative Financial Instruments , for more information.

 16. Segment Information

 The Company&rsquo;s segments reflect the internal
reporting used to evaluate operating performance and are based upon the Company&rsquo;s organizational structure, which focuses primarily
on the services offered. The Company&rsquo;s operations are primarily conducted through two segments: Servicing and Originations. A brief
description of the current business segments is as follows:

 Servicing: This segment performs operational
activities on behalf of investors or owners of the underlying mortgages and mortgage servicing rights, including collecting and disbursing
customer payments, investor reporting, customer service, modifying loans where appropriate to help customers stay current, and when necessary
performing collections, foreclosures, and the sale of REO. In the fourth quarter of 2024, the Company expanded its servicing and subservicing
portfolio with the acquisition and subsequent integration of the mortgage operations from the Flagstar transaction.

 Originations : This segment originates residential
mortgage loans through its direct-to-consumer channel, which provides refinance options for its existing customers, and through its correspondent
channel, which purchases or originates loans from mortgage bankers.

 Corporate/Other : Corporate/Other includes
the results of Xome&rsquo;s and Roosevelt Management Company&rsquo;s operations, the Company&rsquo;s unallocated overhead expenses (which
include the costs of executive management and other corporate functions that are not directly attributable to our operating segments),
changes in equity investments and interest expense on our unsecured senior notes. In addition, Corporate/Other includes eliminations related
to intersegment hedge fair value changes. Functional expenses are allocated to individual segments based on the actual cost of services
performed, direct resource utilization, or headcount percentage for shared services. Facility costs are allocated to individual segments
based on cost per headcount for specific facilities utilized. Group insurance costs are allocated to individual segments based on global
cost per headcount. Non-allocated corporate expenses include the administrative costs of executive management and other corporate functions
that are not directly attributable to the Company&rsquo;s operating segments. Revenues generated on inter-segment services performed are
valued based on similar services provided to external parties. Eliminations are included in Corporate/Other.

 25

 The tables below summarize the result of operations
and total assets by segment that are provided to the Chief Operating Decision Makers (CODMs), which consists of the Chief Executive Officer,
the President and the Chief Financial Officer. Pretax income (loss) is a key measurement used by the CODMs to evaluate segment results
and is one of the factors considered in determining capital allocation among the segments and determined in accordance with the measurement
principles used in the consolidated financial statements.

 Three Months Ended September 30, 2025

 Financial Information by Segment
 Servicing
 Originations
 Corporate/Other
 Consolidated

 Revenues

 Service related, net
 $ 334
 $ 33
 $ 16
 $ 383

 Net gain on mortgage loans held for sale
 7
 177
 &mdash;
 184

 Total revenues
 341
 210
 16
 567

 Expenses

 Salaries, wages and benefits
 95
 58
 47
 200

 General and administrative
 76
 39
 27
 142

 Total expenses
 171
 97
 74
 342

 Interest income
 191
 40
 1
 232

 Interest expense
 (95 )
 (37 )
 (81 )
 (213 )

 Other expenses, net
 &mdash;
 &mdash;
 (2 )
 (2 )

 Total other income (expenses), net
 96
 3
 (82 )
 17

 Income (loss) before income tax expense (benefit)
 $ 266
 $ 116
 $ (140 )
 $ 242

 Depreciation and amortization for property and equipment and intangible assets
 $ 7
 $ 1
 $ 3
 $ 11

 Total assets
 $ 14,683
 $ 2,765
 $ 1,631
 $ 19,079

 Three Months Ended September 30, 2024

 Financial Information by Segment
 Servicing
 Originations
 Corporate/Other
 Consolidated

 Revenues

 Service related, net
 $ 246
 $ 24
 $ 18
 $ 288

 Net gain on mortgage loans held for sale
 10
 126
 &mdash;
 136

 Total revenues
 256
 150
 18
 424

 Expenses

 Salaries, wages and benefits
 86
 50
 46
 182

 General and administrative
 94
 33
 26
 153

 Total expenses
 180
 83
 72
 335

 Interest income
 201
 25
 1
 227

 Interest expense
 (100 )
 (23 )
 (76 )
 (199 )

 Other expenses, net
 &mdash;
 &mdash;
 (5 )
 (5 )

 Total other income (expenses), net
 101
 2
 (80 )
 23

 Income (loss) before income tax expense (benefit)
 $ 177
 $ 69
 $ (134 )
 $ 112

 Depreciation and amortization for property and equipment and intangible assets
 $ 2
 $ &mdash;
 $ 7
 $ 9

 Total assets
 $ 12,462
 $ 2,001
 $ 1,723
 $ 16,186

 26

 Nine Months Ended September 30, 2025

 Financial Information by Segment
 Servicing
 Originations
 Corporate/Other
 Consolidated

 Revenues

 Service related, net
 $ 1,157
 $ 89
 $ 49
 $ 1,295

 Net gain on mortgage loans held for sale
 21
 419
 &mdash;
 440

 Total revenues
 1,178
 508
 49
 1,735

 Expenses

 Salaries, wages and benefits
 274
 166
 144
 584

 General and administrative
 285
 126
 107
 518

 Total expenses
 559
 292
 251
 1,102

 Interest income
 532
 102
 4
 638

 Interest expense
 (307 )
 (93 )
 (243 )
 (643 )

 Other expenses, net
 &mdash;
 &mdash;
 (14 )
 (14 )

 Total other income (expenses), net
 225
 9
 (253 )
 (19 )

 Income (loss) before income tax expense (benefit)
 $ 844
 $ 225
 $ (455 )
 $ 614

 Depreciation and amortization for property and equipment and intangible assets
 $ 28
 $ 5
 $ 7
 $ 40

 Total assets
 $ 14,683
 $ 2,765
 $ 1,631
 $ 19,079

 Nine Months Ended September 30, 2024

 Financial Information by Segment
 Servicing
 Originations
 Corporate/Other
 Consolidated

 Revenues

 Service related, net
 $ 1,132
 $ 59
 $ 60
 $ 1,251

 Net gain on mortgage loans held for sale
 30
 290
 &mdash;
 320

 Total revenues
 1,162
 349
 60
 1,571

 Expenses

 Salaries, wages and benefits
 255
 124
 130
 509

 General and administrative
 281
 90
 72
 443

 Total expenses
 536
 214
 202
 952

 Interest income
 521
 52
 1
 574

 Interest expense
 (303 )
 (48 )
 (205 )
 (556 )

 Other expenses, net
 &mdash;
 &mdash;
 (16 )
 (16 )

 Total other income (expenses), net
 218
 4
 (220 )
 2

 Income (loss) before income tax expense (benefit)
 $ 844
 $ 139
 $ (362 )
 $ 621

 Depreciation and amortization for property and equipment and intangible assets
 $ 7
 $ 2
 $ 16
 $ 25

 Total assets
 $ 12,462
 $ 2,001
 $ 1,723
 $ 16,186

 17. Subsequent Events

 In preparing these condensed consolidated financial
statements, the Company evaluated events and transactions for potential recognition or disclosure through October 31, 2025, the date
these condensed consolidated financial statements were issued.

 Merger of Mr. Cooper Group Inc. and
Rocket Companies, Inc.

 On March 31, 2025, Mr. Cooper Group
Inc. and Rocket Companies, Inc. (&ldquo;Rocket&rdquo;) announced entry into a definitive agreement for Rocket to acquire all outstanding
shares of Mr. Cooper in an all-stock transaction. The transaction closed on October 1, 2025 for $14.2 billion in equity
value, based on an 11.0x exchange ratio.

 27

EX-99.3 · tm2614339d1_ex99-3.htm

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EX-99.3

File

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EX-99.3 · tm2614339d1_ex99-3.htm EX-99.3 4 tm2614339d1_ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION In the following unaudited pro forma condensed combined financial information and the accompanying notes, unless the context otherwise requires, references to “Rocket,” “we,” “us,” “our” and the “Company” refer to Rocket Companies, Inc. and its consolidated subsidiaries. Additional terms used in the unaudited pro forma condensed combined financial information and the accompanying notes are defined throughout this section. All dollar amounts presented are in millions, except per share amounts. Introduction The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the following transactions (collectively the “Transactions”): · On June 30, 2025, Rocket Companies, Inc. (“Rocket”) completed the previously announced simplification of its organizational and capital structure pursuant to that certain Transaction Agreement, dated as of March 9, 2025 (as amended on April 7, 2025, the “Transaction Agreement”). Pursuant to the Transaction Agreement, on June 30, 2025, Rocket collapsed its “Up-C” structure, caused each class of common stock of Rocket to become entitled to one vote per share, and reduced its classes of common stock from four to two (the “Up-C Collapse”). As part of the Up-C Collapse: o Rock Holdings Inc. (“RHI”) contributed all assets and liabilities of RHI (other than its common limited liability company interests (the “Holdings LLC Units”) of Rocket, LLC (“Holdings LLC”), its shares of Class D common stock, par value $0.00001 per share of Rocket (“Class D common stock”) and equity interests in Rocket Community Fund, Woodward Insurance Holdings LLC and Woodward Insurance LLC (such entities collectively the “Retained Entities”)) to RHI II (as defined below), and distributed the interests in RHI to the holders of voting common shares of RHI. Thereafter, RHI merged with and into a wholly owned subsidiary of Rocket. o Rocket effected an internal reorganization pursuant to which the separate existence of Holdings LLC ceased and Eclipse Merger Limited Partnership (“Holdings LP”) continued as the surviving entity under the name “Rocket Limited Partnership,” and each issued and outstanding Holdings LLC Unit was exchanged for a number of fully paid and nonassessable partnership units of Holdings LP (“Holdings LP Units”). o Rocket amended its certificate of incorporation to authorize a new class of Class L common stock, par value $0.00001 per share (“Class L common stock”). Each shareholder of RHI received a number of shares of Class L common stock equal to (1) the number of shares of RHI (“RHI Shares”) held by such RHI shareholder multiplied by (2) the ratio of the number of shares of Class D common stock owned by RHI to the number of all outstanding RHI Shares, which was 56.54 shares of Class L common stock per each RHI Share. Mr. Gilbert, in consideration for his Class D common stock and paired Holdings LP Units, received a number of newly issued shares of Class L common stock equivalent to one share of Class L common stock for each share of Class D common stock held by Mr. Gilbert. In connection with the above, on June 30, 2025, Rocket issued 1,848,879,455 shares of Class L common stock. o Rocket and RHI II, LLC (“RHI II”) entered into an Indemnity Agreement, pursuant to which, among other things, RHI II agreed to indemnify Rocket for RHI’s liabilities that are not related to Rocket’s business. o The Exchange Agreement between Rocket, RHI, Mr. Gilbert, and Holdings LP was terminated, and certain information and other rights were preserved through a separate letter agreement between Rocket and Mr. Gilbert. o The Rock Acquisition Corporation Shareholders Agreement between RHI and its stockholders was terminated. o The Tax Receivable Agreement between Rocket, RHI and Mr. Gilbert (the “TRA”) and the Amended and Restated Limited Partnership Agreement of Holdings LP were each amended. Following this amendment, the TRA does not apply to any exchanges, including for the avoidance of doubt, any Holdings LLC Units exchanged as part of the reorganization described above, that occur on or following March 9, 2025. Additionally, RHI contributed its rights to receive payments under the TRA in respect of RHI’s prior exchanges to RHI II, LLC, a Michigan limited liability company and a direct wholly owned subsidiary of RHI (“RHI II”), and RHI II completed a joinder, and became party, to the TRA. o Rocket paid a special cash dividend of $0.80 per share to holders of Class A common stock, par value $0.00001 per share (“Class A common stock”) as of March 20, 2025 (“Special Dividend”) on April 3, 2025. · On July 1, 2025, Rocket completed the previously announced acquisition of Redfin Corporation (“Redfin”). Pursuant to the Agreement and Plan of Merger, dated as of March 9, 2025 (the “Redfin Merger Agreement”), by and among Rocket, Redfin, and Neptune Merger Sub, Inc., a wholly owned subsidiary of Rocket (“Redfin Merger Sub”), Redfin Merger Sub merged with and into Redfin, with Redfin continuing as a direct wholly owned subsidiary of Rocket (the “Redfin Merger”). At the effective time of the Redfin Merger, each outstanding share of Redfin common stock, par value $0.001 per share (the “Redfin Shares”) (other than shares held by (i) Redfin, including in treasury, (ii) Rocket or (iii) Rocket’s subsidiaries, including Redfin Merger Sub), was automatically converted into the right to receive 0.7926 shares of Rocket’s Class A common stock, and the cash payable in lieu of fractional shares of the merger consideration, without interest and subject to any applicable withholding taxes. In connection with the above, on July 1, 2025, Rocket issued 103,391,679 shares of Class A common stock. · On October 1, 2025, Rocket completed the previously announced acquisition of Mr. Cooper Group Inc. (“Mr. Cooper”). Pursuant to the Agreement and Plan of Merger, dated as of March 31, 2025 (the “Mr. Cooper Merger Agreement”), by and among Rocket, Mr. Cooper, Maverick Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Rocket (“Maverick Merger Subsidiary”), and Maverick Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Rocket (“Forward Merger Subsidiary”), Maverick Merger Subsidiary merged with and into Mr. Cooper (the “Maverick Merger”), with Mr. Cooper surviving the Maverick Merger and continuing as a direct, wholly owned subsidiary of Rocket and immediately following such Maverick Merger, in accordance with the Delaware General Corporation Law and the Delaware Limited Liability Company Act, Mr. Cooper merged with and into Forward Merger Subsidiary (the "Forward Merger" and, together with the Maverick Merger, the "Mr. Cooper Mergers"), with Forward Merger Subsidiary surviving the Forward Merger. The Mr. Cooper Mergers together with the Redfin Merger are herein referred to as the “Mergers.” At the effective time of the Mr. Cooper Mergers, each outstanding share of Mr. Cooper common stock, par value $0.01 per share (other than Mr. Cooper common stock owned directly or indirectly by Rocket, Mr. Cooper, Maverick Merger Subsidiary or Forward Merger Subsidiary immediately prior to the Maverick Effective Time), was automatically converted into the right to receive 11.00 shares of Rocket’s Class A common stock, and the cash payable in lieu of fractional shares of the merger consideration, without interest and subject to any applicable withholding taxes. In connection with the above, on October 1, 2025, Rocket issued 705,205,413 shares of Class A common stock. · In connection with entering into the Mr. Cooper Merger Agreement, Rocket entered into a commitment letter (the “Commitment Letter”), dated as of March 31, 2025, with JPMorgan Chase Bank, N.A., which was subsequently amended and restated on April 22, 2025 to include certain additional commitment parties (the “Commitment Parties”), pursuant to which, on the terms and subject to the conditions set forth therein, the Commitment Parties committed to provide a 364-day senior unsecured bridge term loan facility (the “Bridge Facility”) in an aggregate principal amount of up to $4,950, subject to the terms and conditions of the Commitment Letter. The commitment amount under the Commitment Letter was subsequently reduced to $950. The commitment amount was reduced to zero and the Commitment Letter was terminated upon the completion of the Mr. Cooper Financing Transactions (as defined herein). · The Company did not draw on the Bridge Facility, as it has incurred permanent financing in the form of $2,000 of new senior unsecured notes due 2030 and $2,000 of new senior unsecured notes due 2033. Rocket used the proceeds from the notes to (i) redeem Mr. Cooper’s 5.000% senior notes due 2026, 6.000% senior notes due 2027 and 5.500% senior notes due 2028 at redemption prices equal to 100% of the principal amount of such notes, plus accrued and unpaid interest to, but excluding, the redemption date (which was October 1, 2025), (ii) purchase for cash in a tender offer, which included a successful consent solicitation to the amendment of certain terms, Mr. Cooper’s 5.125% senior notes due 2030 (of which $574 were tendered and purchased by Rocket) and 5.750% senior notes due 2031 (of which $536 were tendered and purchased by Rocket), (iii) pay fees and expenses relating to an exchange offer for newly issued notes of Rocket Companies, which included a successful consent solicitation to the amendment of certain terms, of Mr. Cooper’s 6.500% senior notes due 2029 (of which $738 were tendered and exchanged) and 7.125% senior notes due 2032 (of which $955 were tendered and exchanged), (iv) pay fees and expenses related to the issuance of the Rocket notes mentioned above and the use of the proceeds therefrom, including the transactions described in clauses (ii) and (iii) above (collectively, the “Mr. Cooper Financing Transactions”) and (v) after the consummation of the Transactions, repay secured debt of Rocket and its consolidated subsidiaries (including Redfin, Mr. Cooper and their respective subsidiaries). All Mr. Cooper senior notes referenced in clauses (i), (ii) and (iii) above are referred to as the “Mr. Cooper Notes.” The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2026, three months ended March 31, 2025 and year ended December 31, 2025 gives effect to the Transactions as if they had occurred on January 1, 2025, the first day of Rocket’s fiscal year 2025. The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2026 is based on the unaudited consolidated statement of income (loss) of Rocket for the three months ended March 31, 2026, which includes the results of Redfin and Mr. Cooper. The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2025, combines the unaudited consolidated statement of income (loss) of Rocket for the three months ended March 31, 2025 and the unaudited consolidated statements of income (loss) of Redfin and Mr. Cooper, each for the three months ended March 31, 2025. The unaudited pro forma condensed combined statement of income (loss) for the fiscal year ended December 31, 2025, combines the audited consolidated statement of income (loss) of Rocket for the fiscal year ended December 31, 2025, which includes the results of Redfin and Mr. Cooper from their respective acquisition dates, and the unaudited consolidated statements of income (loss) of Redfin and Mr. Cooper for the pre-acquisition periods of the six months ended June 30, 2025 for Redfin and the nine months ended September 30, 2025 for Mr. Cooper. The unaudited pro forma condensed combined financial information contained herein does not give effect to any of the financial results of Rocket, Redfin, or Mr. Cooper following March 31, 2026. The historical consolidated financial statements of Rocket, Redfin, and Mr. Cooper have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to the Transactions, which are necessary to account for the Transactions in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable. The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, including the future impacts of Redfin’s 2025 multifamily rental listing arrangement with Zillow Inc. (“Zillow”), or any other business changes or synergies that may result from the Transactions. The unaudited pro forma condensed combined financial information should be read in conjunction with: · The accompanying notes to the unaudited pro forma condensed combined financial information; · The unaudited consolidated financial statements of Rocket for the three months ended March 31, 2026 and 2025 and the related notes, which are included in Rocket’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, and are incorporated by reference herein; · The audited consolidated financial statements of Rocket for the year ended December 31, 2025 and the related notes, which are included in Rocket’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and are incorporated by reference herein; · The unaudited consolidated financial statements of Redfin for the three months ended March 31, 2025 and the related notes, which are included in Redfin’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and are incorporated by reference herein; · The unaudited consolidated financial statements of Redfin for the six months ended June 30, 2025 and the related notes, which are included in Rocket’s Current Report on Form 8-K filed with the SEC on August 11, 2025, and are incorporated by reference herein; · The unaudited consolidated financial statements of Mr. Cooper for the three months ended March 31, 2025 and the related notes, which are included in Mr. Cooper’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and are incorporated by reference herein; and · The unaudited consolidated financial statements of Mr. Cooper for the nine months ended September 30, 2025 and the related notes, which are included in this Rocket’s Current Report on Form 8-K, on which this unaudited pro forma condensed combined financial information is attached and are incorporated by reference herein; 2 Accounting for the Transactions The mergers pursuant to the Transaction Agreement (the “Up-C Collapse Mergers”) have been accounted for as an equity reorganization of Rocket, under which the stockholders of RHI became direct stockholders of Rocket. Pursuant to the Transaction Agreement, RHI stockholders exchanged their shares in RHI for shares of Class L common stock. At the effective time of the Up-C Collapse Mergers, RHI’s only material assets were its equity interests in Rocket and RHI did not have material liabilities, which would be required to be disclosed in its financial statements. The Redfin Merger was accounted for as a business combination using the acquisition method with Rocket as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the aggregate merger consideration was allocated to Redfin’s assets acquired and liabilities assumed based upon their estimated fair values as of July 1, 2025. The process of valuing the net assets of Redfin immediately prior to the Redfin Merger, as well as evaluating accounting policies for conformity, is substantially complete; however, the tax-related liabilities and other contingencies are preliminary and subject to change as additional information becomes available and certain tax matters are finalized. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed were recorded as goodwill. Refer to Note 1 - Basis of Presentation for more information. The Mr. Cooper Mergers were accounted for as a business combination using the acquisition method with Rocket as the accounting acquirer in accordance with ASC Topic 805, Business Combinations. Under this method of accounting, the aggregate merger consideration was allocated to Mr. Cooper’s assets acquired and liabilities assumed based upon their estimated fair values as of October 1, 2025. The process of valuing the net assets of Mr. Cooper immediately prior to the Mr. Cooper Mergers, as well as evaluating accounting policies for conformity, is substantially complete; however, the tax-related liabilities and other contingencies are preliminary and subject to change as additional information becomes available and certain tax matters are finalized. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed were recorded as goodwill. Refer to Note 1 - Basis of Presentation for more information. All financial data included in the unaudited pro forma condensed combined financial information is presented in millions of U.S. Dollars unless otherwise noted, and it has been prepared on the basis of U.S. GAAP and Rocket’s accounting policies. The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Transactions had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company. 3 Rocket Companies, Inc. Unaudited Pro Forma Condensed Combined Statement of Income (Loss) For the Three Months Ended March 31, 2026 ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) Rocket Redfin Transaction Accounting Adjustments (Note 4) Mr. Cooper Transaction Accounting Adjustments (Note 6) Mr. Cooper Financing Adjustments (Note 7) Rocket Pro Forma Combined Revenue Gain on sale of loans: Gain on sale of loans excluding fair value of originated MSRs, net $ 688 $ - $ - $ - $ 688 Fair value of originated MSRs 688 - - - 688 Gain on sale of loans, net 1,376 - - - 1,376 Loan servicing income: Servicing fee income 1,083 - - - 1,083 Change in fair value of MSRs, net (485 ) - - - (485 ) Loan servicing income, net 598 - - - 598 Interest income 507 - - - 507 Other income 460 - - - 460 Total revenue, net 2,941 - - - 2,941 Expenses Salaries, commissions, and team member benefits 1,079 (3 ) (a) (17 ) (a) - 1,059 General and administrative expenses 535 - - - 535 Marketing and advertising expenses 345 - - - 345 Interest expense 349 - - - 349 Depreciation and amortization 146 - - - 146 Other expenses 87 - - - 87 Total expenses 2,541 (3 ) (17 ) - 2,521 Income (loss) before income taxes 400 3 17 - 420 (Provision for) benefit from income taxes (103 ) 6 (d) (4 ) (d) - (101 ) Net income (loss) 297 9 13 - 319 Net (income) loss attributable to non-controlling interest - - - - - Net income (loss) attributable to Rocket Companies $ 297 $ 9 $ 13 $ - $ 319 Earnings (loss) per share of common stock Note (8) Basic $ 0.11 - - - $ 0.11 Diluted $ 0.10 - - - $ 0.11 Weighted average shares outstanding Basic 2,828,455,368 - - - 2,828,455,368 Diluted 2,846,974,742 - - - 2,846,974,742 See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information. 4 Rocket Companies, Inc. Unaudited Pro Forma Condensed Combined Statement of Income For the Three Months Ended March 31, 2025 ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) Rocket Up-C Collapse (Note 2) Rocket Pro Forma for Up-C Collapse Redfin Reclassified (Note 3) Redfin Transaction Accounting Adjustments (Note 4) Rocket Pro Forma Adjusted for Redfin Merger Mr. Cooper Reclassified (Note 5) Mr. Cooper Transaction Accounting Adjustments (Note 6) Mr. Cooper Financing Adjustments (Note 7) Rocket Pro Forma Combined Revenue Gain on sale of loans: Gain on sale of loans excluding fair value of originated MSRs, net $ 507 $ - $ 507 $ 24 $ - $ 531 $ (17 ) $ - $ - $ 514 Fair value of originated MSRs 265 - 265 3 - 268 164 - - 432 Gain on sale of loans, net 772 - 772 27 - 799 147 - - 946 Loan servicing income: Servicing fee income 401 - 401 - - 401 688 - - 1,089 Change in fair value of MSRs, net (449 ) - (449 ) - - (449 ) (295 ) - - (744 ) Loan servicing income, net (48 ) - (48 ) - - (48 ) 393 - - 345 Interest income 201 - 201 3 - 204 197 - - 401 Other income 176 - 176 192 - 368 21 - - 389 Total revenue, net 1,101 - 1,101 222 - 1,323 758 - - 2,081 Expenses Salaries, commissions, and team member benefits 610 1 (a) 611 185 6 (a) 802 201 99 (a) - 1,102 General and administrative expenses 261 (3 ) (a) 258 60 - 318 131 - - 449 Marketing and advertising expenses 276 - 276 41 - 317 11 - - 328 Interest expense 109 - 109 10 1 (b) 120 204 (82 ) (b) 96 (a) 321 - - - - - - - - (17 ) (b) - Depreciation and amortization 27 - 27 10 44 (c) 81 18 66 (c) - 165 Other expenses 41 - 41 9 - 50 98 - - 148 Total expenses 1,324 (2 ) 1,322 315 51 1,688 663 83 79 2,513 Income (loss) before income taxes (223 ) 2 (221 ) (93 ) (51 ) (365 ) 95 (83 ) (79 ) (432 ) (Provision for) benefit from income taxes 11 42 (b) 53 - 35 (d) 88 (7 ) 4 (d) 19 (d) 104 Net income (loss) (212 ) 44 (168 ) (93 ) (16 ) (277 ) 88 (79 ) (60 ) (328 ) Net (income) loss attributable to non-controlling interest 202 (202 ) (c) - - - - - - - - Net income (loss) attributable to Rocket Companies $ (10 ) $ (158 ) $ (168 ) $ (93 ) $ (16 ) $ (277 ) $ 88 $ (79 ) $ (60 ) $ (328 ) Earnings (loss) per share of common stock Note (8) Basic $ (0.07 ) - - - - - - - - $ (0.12 ) Diluted $ (0.08 ) - - - - - - - - $ (0.12 ) Weighted average shares outstanding Basic 147,717,296 1,848,879,483 - - 103,391,679 - - 705,205,413 - 2,805,193,871 Diluted 2,001,936,379 - - - 103,391,679 - - 705,205,413 - 2,810,533,471 See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information. 5 Rocket Companies, Inc. Unaudited Pro Forma Condensed Combined Statement of Income For the Year Ended December 31, 2025 ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) Rocket Up-C Collapse (Note 2) Rocket Pro Forma for Up-C Collapse Redfin Reclassified (Note 3) Redfin Transaction Accounting Adjustments (Note 4) Rocket Pro Forma Adjusted for Redfin Merger Mr. Cooper Reclassified (Note 5) Mr. Cooper Transaction Accounting Adjustments (Note 6) Mr. Cooper Financing Adjustments (Note 7) Rocket Pro Forma Combined Revenue Gain on sale of loans: Gain on sale of loans excluding fair value of originated MSRs, net $ 2,086 $ - $ 2,086 $ 49 $ - $ 2,135 $ (63 ) $ - $ - $ 2,072 Fair value of originated MSRs 1,721 - 1,721 7 - 1,728 595 - - 2,323 Gain on sale of loans, net 3,807 - 3,807 56 - 3,863 532 - - 4,395 Loan servicing income: Servicing fee income 2,317 - 2,317 - - 2,317 2,031 - - 4,348 Change in fair value of MSRs, net (1,530 ) - (1,530 ) - - (1,530 ) (895 ) - - (2,425 ) Loan servicing income, net 787 - 787 - - 787 1,136 - - 1,923 Interest income 1,191 - 1,191 8 - 1,199 662 - - 1,861 Other income 1,286 - 1,286 441 - 1,727 68 - - 1,795 Total revenue, net 7,071 - 7,071 505 - 7,576 2,398 - - 9,974 Expenses Salaries, commissions, and team member benefits 3,307 3 (a) 3,310 376 (9 ) (a) 3,677 620 2 (a) - 4,299 General and administrative expenses 1,439 9 (a) 1,448 120 - 1,568 361 - - 1,929 Marketing and advertising expenses 1,088 - 1,088 87 - 1,175 35 - - 1,210 Interest expense 839 - 839 21 (1 ) (b) 859 606 (246 ) (b) 384 (a) 1,380 - - - - - - - - (55 ) (b) - - - - - - - - - (168 ) (c) - Depreciation and amortization 290 - 290 20 88 (c) 398 40 163 (c) - 601 Other expenses 322 - 322 12 - 334 122 - - 456 Total expenses 7,285 12 7,297 636 78 8,011 1,784 (81 ) 161 9,875 Income (loss) before income taxes (214 ) (12 ) (226 ) (131 ) (78 ) (435 ) 614 81 (161 ) 99 (Provision for) benefit from income taxes (20 ) 74 (b) 54 - 50 (d) 104 (148 ) (18 ) (d) 38 (d) (24 ) Net income (loss) (234 ) 62 (172 ) (131 ) (28 ) (331 ) 466 63 (123 ) 75 Net (income) loss attributable to non-controlling interest 166 (166 ) (c) - - - - - - - - Net income (loss) attributable to Rocket Companies $ (68 ) $ (104 ) $ (172 ) $ (131 ) $ (28 ) $ (331 ) $ 466 $ 63 $ (123 ) $ 75 Earnings (loss) per share of common Stock Note (8) Basic $ (0.05 ) - - - - - - - - $ (0.03 ) Diluted $ (0.05 ) - - - - - - - - $ (0.03 ) Weighted average shares outstanding Basic 1,322,362,708 911,776,183 - - 51,695,840 - - 528,904,060 - 2,814,738,791 Diluted 1,322,362,708 911,776,183 - - 51,695,840 - - 528,904,060 - 2,814,738,791 See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information. 6 Rocket Companies, Inc. Notes to the Unaudited Pro Forma Condensed Combined Financial Information ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) Note 1 – Basis of Presentation The unaudited pro forma condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The pro forma condensed combined statements of income (loss), including all adjustments, were prepared in accordance with U.S. GAAP, presented in U.S. dollars, and give effect to each of the following transactions: Up-C Collapse As discussed in Note 2, the unaudited pro forma condensed combined financial information reflects the effects of the Up-C Collapse, which was accounted for as a reorganization of entities under common control. The exchange of Class D common stock and Holdings LLC Units for newly issued shares of Class L common stock does not result in a change in control under U.S. GAAP. Accordingly, the historical carrying amounts of assets and liabilities are retained. The elimination of the non-controlling interest in Holdings LLC as part of the Up-C Collapse has been accounted for in accordance with the guidance in ASC 810, Consolidation, with the difference between the carrying amount of the non-controlling interest and the consideration transferred reflected as an equity transaction. Redfin Merger As discussed in Note 3, certain reclassifications were made to conform the historical presentation of Redfin to that of Rocket’s financial statement presentation. Rocket has completed its evaluation of Redfin’s accounting policies and has determined that no significant adjustments were necessary to conform Redfin’s financial statements to the accounting policies used by Rocket. The unaudited pro forma condensed combined financial information was prepared by applying the acquisition method of accounting in accordance with ASC 805, with Rocket as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement, and based on the historical financial statements of Rocket and Redfin. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value (or other measurement as directed by ASC 805), while transaction costs associated with the business combination are expensed as incurred. The process of valuing the net assets of Redfin immediately prior to the Redfin Merger, as well as evaluating accounting policies for conformity, is substantially complete; however, the tax-related liabilities and other contingencies are preliminary and subject to change as additional information becomes available and certain tax matters are finalized. The excess of merger consideration over the estimated fair value of assets acquired and liabilities assumed was allocated to goodwill. Mr. Cooper Mergers As discussed in Note 5, certain reclassifications were made to conform the historical presentation of Mr. Cooper to that of Rocket’s financial statement presentation. Rocket has completed its evaluation of Mr. Cooper’s accounting policies and has determined that no significant adjustments were necessary to conform Mr. Cooper’s financial statements to the accounting policies used by Rocket. The unaudited pro forma condensed combined financial information was prepared by applying the acquisition method of accounting in accordance with ASC 805, with Rocket as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement, and based on the historical financial statements of Rocket and Mr. Cooper. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value (or other measurement as directed by ASC 805), while transaction costs associated with the business combination are expensed as incurred. The process of valuing the net assets of Mr. Cooper immediately prior to the Mr. Cooper Mergers, as well as evaluating accounting policies for conformity, is substantially complete; however, the tax-related liabilities and other contingencies are preliminary and subject to change as additional information becomes available and certain tax matters are finalized. The excess of merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, was allocated to goodwill. The Mr. Cooper Financing Transactions The Mr. Cooper Mergers triggered change in control provisions contained in certain of Mr. Cooper’s outstanding debt facilities (including the Mr. Cooper Notes) that required the repayment of such indebtedness. Consequently, Rocket entered into the Commitment Letter with the Commitment Parties, pursuant to which the Commitment Parties committed to provide the Bridge Facility with a capacity up to $4,950. The commitment amount under the Commitment Letter was subsequently reduced to $950 and, upon completion of the Mr. Cooper Financing Transactions, the commitment amount was further reduced to zero. The Company did not draw on the Bridge Facility, as it incurred permanent financing in the form of $4,000 of Senior Notes. Rocket used the proceeds from the notes to fund the Mr. Cooper Financing Transactions, and after consummation of the Transactions, will repay secured debt of Rocket and its consolidated subsidiaries (including Redfin, Mr. Cooper, and their subsidiaries). The debt issuance costs associated with the exchanged Mr. Cooper Notes have been capitalized and are amortized over the term of the notes. On October 1, 2025, Rocket repaid or exchanged, pursuant to the tender offer and the exchange offer described above, (a) $574 of Mr. Cooper’s 5.125% senior notes due 2030, (b) $536 of Mr. Cooper’s 5.750% senior notes due 2031, (c) $738 of Mr. Cooper’s 6.500% senior notes due 2029, and (d) $955 of Mr. Cooper’s 7.125% senior notes due 2032. Additionally, through the related consent solicitations, Rocket amended certain provisions of the above Mr. Cooper Notes, among which eliminated the change of control repurchase requirements of such notes. Overall Presentation The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2026 has been prepared as if the Transactions had occurred on January 1, 2025 and is based on Rocket’s historical statement of income (loss) for the three months ended March 31, 2026 which includes the results of Redfin and Mr. Cooper. The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2025 has been prepared as if the Transactions had occurred on January 1, 2025 and combines Rocket’s historical statement of income (loss) for the three months ended March 31, 2025 with the historical statements of income (loss) for Redfin and Mr. Cooper, each for the three months ended March 31, 2025. The unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2025 has been prepared as if the Transactions had occurred on January 1, 2025 and combines Rocket’s historical statement of income (loss) for the year ended December 31, 2025, which includes the results of Redfin and Mr. Cooper from their respective acquisition dates, with the historical statements of income (loss) for Redfin and Mr. Cooper for the pre-acquisition periods of the six months ended June 30, 2025 for Redfin and nine months ended September 30, 2025 for Mr. Cooper. 7 Rocket Companies, Inc. Notes to the Unaudited Pro Forma Condensed Combined Financial Information ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) Beginning with the first quarter of 2026, we reclassified certain interest-related activity within the Condensed Consolidated Statements of Income (Loss). Prior period amounts have been reclassified to conform to this presentation. These changes have no impact on prior period consolidated net income, financial position, or cash flows. The Rocket historical amounts for the years ended December 31, 2025, 2024, and 2023 presented within the unaudited pro forma condensed financial information have been recast from historical amounts to conform to the current presentation. The nature and amount of the reclassifications were as follows: (a) Deposit income related to revenue earned on deposits and other interest-related income, which were previously classified as a component of Other income, was reclassified to Interest income. The amounts reclassified were $110 for the three months ended March 31, 2025 and $690 for the year ended December 31, 2025. (b) Interest expense on funding facilities, which was previously presented as a component of Interest income, net, was reclassified to Interest expense within Expenses. Interest expense was previously captioned as Interest and amortization expense on non-funding debt. The amounts reclassified were $64 for the three months ended March 31, 2025 and $376 for the year ended December 31, 2025. (c) Interest expense on non-mortgage activity, which was previously classified as a component of Other expenses, was reclassified to Interest expense. The amounts reclassified were $8 for the three months ended March 31, 2025 and $25 for the year ended December 31, 2025. (d) Interest and amortization expense on non-funding debt, which was historically presented as a separate line item, was renamed to Interest expense under the current presentation. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Redfin Merger or Mr. Cooper Mergers and integration costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that Rocket believes are reasonable under the circumstances. Rocket is not aware of any material transactions between Rocket and Redfin, Rocket and Mr. Cooper, and Redfin and Mr. Cooper during the periods presented. Accordingly, adjustments to eliminate transactions between Rocket and Redfin, between Rocket and Mr. Cooper, and between Redfin and Mr. Cooper have not been reflected in the unaudited pro forma condensed combined financial information. Note 2 – Up-C Collapse Adjustments Adjustments related to the Up-C Collapse in the accompanying unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2025 and the year ended December 31, 2025 are as follows: (a) Reflects the consolidation of the operations of the Retained Entities, net of eliminations, as a result of the Up-C Collapse Mergers. (b) Reflects the estimated income tax provision assuming Rocket’s unaudited pro forma condensed combined Income (loss) before income taxes had been subject to federal and state income tax as a C-corporation utilizing an estimated blended statutory tax rate of approximately 24% for the three months ended March 31, 2025 and year ended December 31, 2025. The tax rates used for the pro forma financial information were based on the blended statutory tax rate, which differed from the actual effective tax rate. Management evaluated this difference and believes it would not have a material impact on the unaudited pro forma condensed combined financial information. (c) Reflects the elimination of the allocation of income (loss) to the non-controlling interest holders on the pro forma statement of income (loss) for the three months ended March 31, 2025 and year ended December 31, 2025, as a result of the transfer of 1,848,879,455 shares of Class D common stock and Holdings LLC Units in exchange for an equivalent number of shares of Class L common stock. Note 3 – Redfin Reclassification Adjustments During the preparation of the unaudited pro forma condensed combined financial information, Rocket’s management performed an analysis of Redfin’s financial information to identify differences in financial statement presentation as compared to the presentation of Rocket. Certain reclassification adjustments have been made to conform Redfin’s historical financial statement presentation to Rocket’s financial statement presentation. 8 Rocket Companies, Inc. Notes to the Unaudited Pro Forma Condensed Combined Financial Information ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) A. Refer to the table below for a summary of adjustments made to present Redfin’s consolidated statement of loss for the three months ended March 31, 2025 to conform with that of Rocket’s: Redfin Historical Statement of Loss Line Items Redfin Historical for the Three Months Ended March 31, 2025 Reclassification Rocket Historical Statement of Income (Loss) Line Items (1) Reclassification Redfin Reclassified for the Three Months Ended March 31, 2025 Revenue 221 (221 ) Gain on sale of loans excluding fair value of originated MSRs, net 24 Cost of revenue 150 (150 ) Revenue 24 Technology and development 40 (40 ) Fair value of originated MSRs 3 Marketing 39 (39 ) Revenue 3 General and administrative 56 (56 ) Interest income 3 Restructuring and reorganization 21 (21 ) Revenue 2 Interest income 1 (1 ) Interest income 1 Interest expense (8 ) 8 Other income 192 Income tax expense - - Revenue 192 Other expense, net (1 ) 1 Salaries, commissions, and team member benefits 185 Net loss (93 ) - Cost of revenue 111 Technology and development 26 Marketing 5 General and administrative 29 Restructuring and reorganization 14 General and administrative expenses 60 Cost of revenue 26 Technology and development 10 Marketing 1 General and administrative 23 Marketing and advertising expenses 41 Cost of revenue 8 Marketing 33 Interest expense 10 Interest expense 8 Cost of revenue 2 Depreciation and amortization 10 Cost of revenue 2 Technology and development 4 General and administrative 4 Other expenses 9 Cost of revenue 1 Restructuring and reorganization 7 Other expense, net 1 (Provision for) benefit from income taxes - Net loss (93 ) 1) The indented Redfin line items listed beneath each Rocket line item represent amounts reclassified from the respective Redfin statement of loss line items to the corresponding Rocket statement of income (loss) line items. 9 Rocket Companies, Inc. Notes to the Unaudited Pro Forma Condensed Combined Financial Information ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) B. Refer to the table below for a summary of adjustments made to present Redfin’s consolidated statement of loss for the six months ended June 30, 2025 to conform with that of Rocket’s: Redfin Historical Statement of Loss Line Items Redfin Historical for the Six Months Ended June 30, 2025 Reclassification Rocket Historical Statement of Income (Loss) Line Items (1) Reclassification Redfin Reclassified for the Six Months Ended June 30, 2025 Revenue 502 (502 ) Gain on sale of loans excluding fair value of originated MSRs, net 49 Cost of revenue 329 (329 ) Revenue 49 Technology and development 78 (78 ) Fair value of originated MSRs 7 Marketing 87 (87 ) Revenue 7 General and administrative 98 (98 ) Interest income 8 Restructuring and reorganization 28 (28 ) Revenue 5 Interest income 3 (3 ) Interest income 3 Interest expense (16 ) 16 Other income 441 Income tax expense - - Revenue 441 Other expense, net - - Salaries, commissions, and team member benefits 376 Net loss (131 ) - Cost of revenue 246 Technology and development 51 Marketing 10 General and administrative 50 Restructuring and reorganization 19 General and administrative expenses 120 Cost of revenue 58 Technology and development 19 Marketing 2 General and administrative 40 Restructuring and reorganization 1 Marketing and advertising expenses 87 Cost of revenue 12 Marketing 75 Interest expense 21 Interest expense 16 Cost of revenue 5 Depreciation and amortization 20 Cost of revenue 5 Technology and development 8 General and administrative 7 Other expenses 12 Cost of revenue 3 General and administrative 1 Restructuring and reorganization 8 (Provision for) benefit from income taxes - Net loss (131 ) 1) The indented Redfin line items listed beneath each Rocket line item represent amounts reclassified from the respective Redfin statement of loss line items to the corresponding Rocket statement of income (loss) line items. 10 Rocket Companies, Inc. Notes to the Unaudited Pro Forma Condensed Combined Financial Information ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) Note 4 – Redfin Merger Adjustments The following pro forma adjustments have been reflected in the Redfin Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statements of income (loss). a) Reflects the adjustment to Salaries, commissions and team member benefits with respect to net stock-based compensation expense for Rocket replacement equity awards. The pro forma impacts reflected in Salaries, commissions and team member benefits are shown in the table below: For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Year Ended December 31, 2025 Pro forma transaction accounting adjustments: Removal of historical Redfin stock-based compensation expense $ (10 ) $ (15 ) $ (65 ) Record stock-based compensation expense from replacement awards 7 21 56 Net pro forma transaction accounting adjustment to Salaries, commissions, and team member benefits $ (3 ) $ 6 $ (9 ) b) Reflects the pro forma impact to Interest expense as a result of the adjustment to the Redfin senior convertible notes to their fair values based on a 6.0% weighted average interest rate. This adjustment also reflects the elimination of historical interest expense incurred in connection with the Redfin term loan that was settled as a result of the change-in-control. The pro forma impacts reflected in Interest expense are calculated in the table below: For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Year Ended December 31, 2025 Pro forma transaction accounting adjustments: Removal of historical interest expense $ - $ (8 ) $ (33 ) Pro forma interest expense - 9 32 Net pro forma transaction accounting adjustment to Interest expense $ - $ 1 $ (1 ) c) Represents the pro forma impact to Depreciation and amortization as a result of the adjustment to intangible assets, which reflects the elimination of historical Redfin amortization and the recognition of amortization on the fair value of the acquired intangible assets. This adjustment also reflects the elimination of amortization related to capitalized costs that Redfin had previously recharacterized from intangible assets to other assets related to the Zillow partnership announced in February 2025. The pro forma impacts reflected in Depreciation and amortization are shown in the table below: For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Year Ended December 31, 2025 Pro forma transaction accounting adjustments: Removal of historical Redfin amortization of intangible assets and contract asset (1) $ - $ (5 ) $ (107 ) Amortization of intangible assets - 49 195 Net pro forma transaction accounting adjustment to Depreciation and amortization $ - $ 44 $ 88 1) In March 2025, Redfin had a recharacterization of intangibles assets on its consolidated balance sheet to contract asset as part of the Zillow partnership agreement entered into in February 2025. d) The estimated income tax impact on Redfin’s Income (loss) before income taxes, inclusive of the pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the three months ended March 31, 2026, three months ended March 31, 2025, and year ended December 31, 2025, as a result of the release of certain valuation allowance amounts in the Redfin Merger. The tax rates used for the pro forma financial information were based on the blended statutory tax rate, which differed from the actual effective tax rate. Management evaluated this difference and believes it would not have a material impact on the unaudited pro forma condensed combined financial information. 11 Rocket Companies, Inc. Notes to the Unaudited Pro Forma Condensed Combined Financial Information ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) Note 5 – Mr. Cooper Reclassification Adjustments During the preparation of the unaudited pro forma condensed combined financial information, Rocket’s management performed an analysis of Mr. Cooper’s financial information to identify differences in financial statement presentation as compared to the presentation of Rocket. Certain reclassification adjustments have been made to conform Mr. Cooper’s historical financial statement presentation to Rocket’s financial statement presentation. A. Refer to the table below for a summary of adjustments made to present Mr. Cooper’s consolidated statement of income (loss) for the three months ended March 31, 2025 to conform with that of Rocket’s: Mr. Cooper Historical Statement of Operations Line Items Mr. Cooper Historical for the Three Months Ended March 31, 2025 Reclassification Rocket Historical Statement of Income (Loss) Line Items (1) Reclassification Mr. Cooper Reclassified for the Three Months Ended March 31, 2025 Service related, net 440 (440 ) Gain on sale of loans excluding fair value of originated MSRs, net (17 ) Net gain on mortgage loans held for sale 120 (120 ) Service related, net 27 Salaries, wages and benefits 193 (193 ) Net gain on mortgage loans held for sale (44 ) General and administrative 237 (237 ) Fair value of originated MSRs 164 Interest income 189 (189 ) Net gain on mortgage loans held for sale 164 Interest expense (213 ) 213 Servicing fee income 688 Other income (expense), net (11 ) 11 Service related, net 688 Income tax expense 7 (7 ) Change in fair value of MSRs, net (295 ) Net income 88 - Service related, net (295 ) Interest income 197 Interest income 197 Other income 21 Service related, net 20 Other income, net 1 Salaries, commissions and team member benefits 201 Salaries, wages and benefits 193 General and administrative 8 General and administrative expenses 131 Interest expense 12 General and administrative 119 Marketing and advertising expenses 11 General and administrative 11 Interest expense (2) 204 Interest expense 196 Interest income 8 Depreciation and amortization 18 General and administrative 18 Other expenses 98 General and administrative 81 Interest income 5 Other income, net 12 (Provision for) benefit from income taxes (7 ) Net income 88 1) The indented Mr. Cooper line items listed beneath each Rocket line item represent amounts reclassified from the respective Mr. Cooper statement of operations line items to the corresponding Rocket statement of income (loss) line items. 12 Rocket Companies, Inc. Notes to the Unaudited Pro Forma Condensed Combined Financial Information ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) B. Refer to the table below for a summary of adjustments made to present Mr. Cooper’s consolidated statement of income (loss) for the nine months ended September 30, 2025 to conform with that of Rocket’s: Mr. Cooper Historical Statement of Operations Line Items Mr. Cooper Historical for the Nine Months Ended September 30, 2025 Reclassification Rocket Historical Statement of Income (Loss) Line Items (1) Reclassification Mr. Cooper Reclassified for the Nine Months Ended September 30, 2025 Service related, net 1,295 (1,295 ) Gain on sale of loans excluding fair value of originated MSRs, net (63 ) Net gain on mortgage loans held for sale 440 (440 ) Service related, net 92 Salaries, wages and benefits 584 (584 ) Net gain on mortgage loans held for sale (155 ) General and administrative 518 (518 ) Fair value of originated MSRs 595 Interest income 638 (638 ) Net gain on mortgage loans held for sale 595 Interest expense (643 ) 643 Servicing fee income 2,031 Other income (expense), net (14 ) 14 Service related, net 2,031 Income tax expense 148 - Change in fair value of MSRs, net (895 ) Net income 466 - Service related, net (895 ) Interest income 662 Interest income 662 Other income 68 Service related, net 67 Other income (expense), net 1 Salaries, commissions and team member benefits 620 Salaries, wages and benefits 583 General and administrative 37 General and administrative expenses 361 General and administrative 325 Interest expense 35 Salaries, wages and benefits 1 Marketing and advertising expenses 35 General and administrative 35 Interest expense 606 Interest expense (2) 582 Interest income 24 Depreciation and amortization 40 General and administrative 40 Other expenses 122 General and administrative 81 Interest expense 26 Other income (expense), net 15 (Provision for) benefit from income taxes (148 ) Net income 466 1) The indented Mr. Cooper line items listed beneath each Rocket line item represent amounts reclassified from the respective Mr. Cooper statement of operations line items to the corresponding Rocket statement of income (loss) line items. 13 Rocket Companies, Inc. Notes to the Unaudited Pro Forma Condensed Combined Financial Information ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) Note 6 – Mr. Cooper Mergers Adjustments The following pro forma adjustments have been reflected in the Mr. Cooper Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statement of income (loss). a) Reflects the adjustment to Salaries, commissions and team member benefits with respect to the net stock-based compensation expense for Rocket replacement equity awards. The pro forma impacts reflected in Salaries, commissions and team member benefits are shown in the table below: For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Year Ended December 31, 2025 Pro forma transaction accounting adjustments: Removal of historical Mr. Cooper stock-based compensation expense $ (24 ) $ (14 ) $ (150 ) Record stock-based compensation expense from replacement awards 7 113 152 Net pro forma transaction accounting adjustment to Salaries, commissions, and team member benefits $ (17 ) $ 99 $ 2 b) Reflects the pro forma impact to Interest expense as a result of the elimination of historical interest expense attributed to the Mr. Cooper Notes that were settled in connection with the Mr. Cooper Mergers, and the amortization of the fair value adjustment on the assumed and exchanged Mr. Cooper Notes. The pro forma impacts reflected in Interest expense are shown in the table below: For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Year Ended December 31, 2025 Pro forma transaction accounting adjustments: Removal of historical interest expense on settled Mr. Cooper Notes $ - $ (79 ) $ (238 ) Removal of historical amortization fair value adjustment on assumed and exchanged Mr. Cooper Notes - - 3 Amortization of fair value adjustment on assumed and exchanged Mr. Cooper Notes - (3 ) (11 ) Net pro forma transaction accounting adjustment to Interest expense $ - $ (82 ) $ (246 ) c) Represents the pro forma impact to Depreciation and amortization as a result of the adjustment to intangible assets, which reflects the elimination of historical Mr. Cooper amortization and the recognition of amortization on the fair value of the acquired intangible assets. The pro forma impacts reflected in Depreciation and amortization are shown in the table below: For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Year Ended December 31, 2025 Pro forma transaction accounting adjustments: Removal of historical Mr. Cooper amortization of intangible assets $ - $ (10 ) $ (101 ) Amortization of intangible assets - 76 264 Net pro forma transaction accounting adjustment to Depreciation and amortization $ - $ 66 $ 163 d) The estimated income tax impact on Mr. Cooper's Income (loss) before income taxes, inclusive of the pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the three months ended March 31, 2026, three months ended March 31, 2025, and year ended December 31, 2025. The tax rates used for the pro forma financial information were based on the blended statutory tax rate, which differed from the actual effective tax rate. Management evaluated this difference and believes it would not have a material impact on the unaudited pro forma condensed combined financial information. 14 Rocket Companies, Inc. Notes to the Unaudited Pro Forma Condensed Combined Financial Information ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) Note 7 – Mr. Cooper Financing Adjustments The following pro forma adjustments have been reflected in the Mr. Cooper Financing Adjustments column in the accompanying unaudited pro forma condensed combined statement of income (loss). a) Reflects the pro forma impact for interest expense and amortization of deferred financing costs of the 6.125% Senior Notes due 2030 and the 6.375% Senior Notes due 2033 issued by Rocket and the assumed and exchanged Mr. Cooper Notes in Interest expense of $96, and $384 for the three months ended March 31, 2025, and the year ended December 31, 2025, respectively. b) Reflects the adjustment to Interest expense for the elimination of the historical interest expense attributed to MSR facilities paid down with the proceeds of the Senior Notes due 2030 and 2033 of $17 and $55 for the three months ended March 31, 2025 and the year ended December 31, 2025, respectively. c) Reflects the adjustment to Interest expense for the elimination of the historical interest expense and amortization attributed to the 6.125% Senior Notes due 2030 and the 6.375% Senior Notes due 2033 of $168 for the year ended December 31, 2025. d) The estimated income tax impact on the financing pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the three months ended March 31, 2025, and the year ended December 31, 2025. The tax rates used for the pro forma financial information were based on the blended statutory tax rate, which differed from the actual effective tax rate. Management evaluated this difference and believes it would not have a material impact on the unaudited pro forma condensed combined financial information. 15 Rocket Companies, Inc. Notes to the Unaudited Pro Forma Condensed Combined Financial Information ($ In Millions, Except Per Share Amounts or Unless Otherwise Noted) Note 8 – Earnings Per Share The pro forma basic and diluted weighted average shares outstanding are as follows: (in 000's) For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Year Ended December 31, 2025 Numerator Pro forma net income (loss) $ 319 $ (328 ) $ 75 Special dividend on common stock - - (120 ) Dividend equivalents on unvested Rocket share-based awards - - (27 ) Pro forma net income attributable to common shareholders $ 319 $ (328 ) $ (72 ) Denominator(1) Historical Rocket weighted average shares outstanding-basic 2,828,455,368 147,717,296 1,322,362,708 Assumed pro forma conversion of Class D shares - 1,848,879,483 911,776,183 Shares of Class A common stock issued to Redfin stockholders (2) - 103,391,679 51,695,840 Shares of Class A common stock issued to Mr. Cooper stockholders (3) - 705,205,413 528,904,060 Pro Forma Weighted average shares of common stock outstanding - basic 2,828,455,368 2,805,193,871 2,814,738,791 Rocket weighted average shares outstanding-diluted 2,828,455,368 147,717,296 1,322,362,708 Assumed pro forma conversion of Class D shares - 1,848,879,483 911,776,183 Rocket dilutive share-based awards 18,519,374 5,339,600 - Shares of Class A common stock issued to Redfin stockholders (2) - 103,391,679 51,695,840 Shares of Class A common stock to Mr. Cooper stockholders (3) - 705,205,413 528,904,060 Pro Forma Weighted average shares of common stock outstanding - diluted 2,846,974,742 2,810,533,471 2,814,738,791 Pro forma net income per share of common stock outstanding - basic $ 0.11 $ (0.12 ) $ (0.03 ) Pro forma net income per share of common stock outstanding - diluted $ 0.11 $ (0.12 ) $ (0.03 ) (1) Class A common stock and Class L common stock are presented as a single class of common stock for calculating pro forma EPS as both the Class A common stock and Class L common stock share equally in dividends and residual net assets on a per share basis. (2) Shares issued in connection with the Redfin Merger have been adjusted to give pro forma effect as if the transaction had occurred on January 1, 2025. (3) Shares issued in connection with the Mr. Cooper Mergers have been adjusted to give pro forma effect as if the transaction had occurred on January 1, 2025. 16

Document text

EX-99.3 · tm2614339d1_ex99-3.htm

EX-99.3
 4
 tm2614339d1_ex99-3.htm
 EXHIBIT 99.3

 Exhibit 99.3

 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION

 In the following unaudited pro forma
condensed combined financial information and the accompanying notes, unless the context otherwise requires, references to &ldquo;Rocket,&rdquo;
 &ldquo;we,&rdquo; &ldquo;us,&rdquo; &ldquo;our&rdquo; and the &ldquo;Company&rdquo; refer to Rocket Companies, Inc. and its consolidated
subsidiaries. Additional terms used in the unaudited pro forma condensed combined financial information and the accompanying notes
are defined throughout this section. All dollar amounts presented are in millions, except per share amounts.

 Introduction

 The following unaudited pro forma condensed combined
financial information has been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the following
transactions (collectively the &ldquo;Transactions&rdquo;):

 &middot; On June 30, 2025, Rocket Companies, Inc.
(&ldquo;Rocket&rdquo;) completed the previously announced simplification of its organizational and capital structure pursuant to that
certain Transaction Agreement, dated as of March 9, 2025 (as amended on April 7, 2025, the &ldquo;Transaction Agreement&rdquo;).
Pursuant to the Transaction Agreement, on June 30, 2025, Rocket collapsed its &ldquo;Up-C&rdquo; structure, caused each class of
common stock of Rocket to become entitled to one vote per share, and reduced its classes of common stock from four to two (the &ldquo;Up-C
Collapse&rdquo;). As part of the Up-C Collapse:

 o Rock Holdings Inc. (&ldquo;RHI&rdquo;) contributed all assets and liabilities of RHI (other than its common
limited liability company interests (the &ldquo;Holdings LLC Units&rdquo;) of Rocket, LLC (&ldquo;Holdings LLC&rdquo;), its shares of
Class D common stock, par value $0.00001 per share of Rocket (&ldquo;Class D common stock&rdquo;) and equity interests in Rocket
Community Fund, Woodward Insurance Holdings LLC and Woodward Insurance LLC (such entities collectively the &ldquo;Retained Entities&rdquo;))
to RHI II (as defined below), and distributed the interests in RHI to the holders of voting common shares of RHI. Thereafter, RHI merged
with and into a wholly owned subsidiary of Rocket.

 o Rocket effected an internal reorganization pursuant to which the separate existence of Holdings LLC ceased
and Eclipse Merger Limited Partnership (&ldquo;Holdings LP&rdquo;) continued as the surviving entity under the name &ldquo;Rocket Limited
Partnership,&rdquo; and each issued and outstanding Holdings LLC Unit was exchanged for a number of fully paid and nonassessable partnership
units of Holdings LP (&ldquo;Holdings LP Units&rdquo;).

 o Rocket amended its certificate of incorporation to authorize a new class of Class L common stock,
par value $0.00001 per share (&ldquo;Class L common stock&rdquo;). Each shareholder of RHI received a number of shares of Class L
common stock equal to (1) the number of shares of RHI (&ldquo;RHI Shares&rdquo;) held by such RHI shareholder multiplied by (2) the
ratio of the number of shares of Class D common stock owned by RHI to the number of all outstanding RHI Shares, which was 56.54 shares
of Class L common stock per each RHI Share. Mr. Gilbert, in consideration for his Class D common stock and paired Holdings
LP Units, received a number of newly issued shares of Class L common stock equivalent to one share of Class L common stock for
each share of Class D common stock held by Mr. Gilbert. In connection with the above, on June 30, 2025, Rocket issued 1,848,879,455
shares of Class L common stock.

 o Rocket and RHI II, LLC (&ldquo;RHI II&rdquo;) entered into an Indemnity Agreement, pursuant to which,
among other things, RHI II agreed to indemnify Rocket for RHI&rsquo;s liabilities that are not related to Rocket&rsquo;s business.

 o The Exchange Agreement between Rocket, RHI, Mr. Gilbert, and Holdings LP was terminated, and certain
information and other rights were preserved through a separate letter agreement between Rocket and Mr. Gilbert.

 o The Rock Acquisition Corporation Shareholders Agreement between RHI and its stockholders was terminated.

 o The Tax Receivable Agreement between Rocket, RHI and Mr. Gilbert (the &ldquo;TRA&rdquo;) and the
Amended and Restated Limited Partnership Agreement of Holdings LP were each amended. Following this amendment, the TRA does not apply
to any exchanges, including for the avoidance of doubt, any Holdings LLC Units exchanged as part of the reorganization described above,
that occur on or following March 9, 2025. Additionally, RHI contributed its rights to receive payments under the TRA in respect of
RHI&rsquo;s prior exchanges to RHI II, LLC, a Michigan limited liability company and a direct wholly owned subsidiary of RHI (&ldquo;RHI
II&rdquo;), and RHI II completed a joinder, and became party, to the TRA.

 o Rocket paid a special cash dividend of $0.80 per share to holders of Class A common stock, par value
$0.00001 per share (&ldquo;Class A common stock&rdquo;) as of March 20, 2025 (&ldquo;Special Dividend&rdquo;) on April 3,
2025.

 &middot; On July 1, 2025, Rocket completed the previously
announced acquisition of Redfin Corporation (&ldquo;Redfin&rdquo;). Pursuant to the Agreement and Plan of Merger, dated as of March 9,
2025 (the &ldquo;Redfin Merger Agreement&rdquo;), by and among Rocket, Redfin, and Neptune Merger Sub, Inc., a wholly owned subsidiary
of Rocket (&ldquo;Redfin Merger Sub&rdquo;), Redfin Merger Sub merged with and into Redfin, with Redfin continuing as a direct wholly
owned subsidiary of Rocket (the &ldquo;Redfin Merger&rdquo;). At the effective time of the Redfin Merger, each outstanding share of Redfin
common stock, par value $0.001 per share (the &ldquo;Redfin Shares&rdquo;) (other than shares held by (i) Redfin, including in treasury,
(ii) Rocket or (iii) Rocket&rsquo;s subsidiaries, including Redfin Merger Sub), was automatically converted into the right to
receive 0.7926 shares of Rocket&rsquo;s Class A common stock, and the cash payable in lieu of fractional shares of the merger consideration,
without interest and subject to any applicable withholding taxes. In connection with the above, on July 1, 2025, Rocket issued 103,391,679
shares of Class A common stock.

 &middot; On October 1, 2025, Rocket completed the
previously announced acquisition of Mr. Cooper Group Inc. (&ldquo;Mr. Cooper&rdquo;). Pursuant to the Agreement and Plan of
Merger, dated as of March 31, 2025 (the &ldquo;Mr. Cooper Merger Agreement&rdquo;), by and among Rocket, Mr. Cooper, Maverick
Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Rocket (&ldquo;Maverick Merger Subsidiary&rdquo;),
and Maverick Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Rocket (&ldquo;Forward Merger
Subsidiary&rdquo;), Maverick Merger Subsidiary merged with and into Mr. Cooper (the &ldquo;Maverick Merger&rdquo;), with Mr. Cooper
surviving the Maverick Merger and continuing as a direct, wholly owned subsidiary of Rocket and immediately following such Maverick Merger,
in accordance with the Delaware General Corporation Law and the Delaware Limited Liability Company Act, Mr. Cooper merged with and
into Forward Merger Subsidiary (the "Forward Merger" and, together with the Maverick Merger, the "Mr. Cooper Mergers"),
with Forward Merger Subsidiary surviving the Forward Merger. The Mr. Cooper Mergers together with the Redfin Merger are herein referred
to as the &ldquo;Mergers.&rdquo; At the effective time of the Mr. Cooper Mergers, each outstanding share of Mr. Cooper common
stock, par value $0.01 per share (other than Mr. Cooper common stock owned directly or indirectly by Rocket, Mr. Cooper, Maverick
Merger Subsidiary or Forward Merger Subsidiary immediately prior to the Maverick Effective Time), was automatically converted into the
right to receive 11.00 shares of Rocket&rsquo;s Class A common stock, and the cash payable in lieu of fractional shares of the merger
consideration, without interest and subject to any applicable withholding taxes. In connection with the above, on October 1, 2025,
Rocket issued 705,205,413 shares of Class A common stock.

 &middot; In connection with entering into the Mr. Cooper
Merger Agreement, Rocket entered into a commitment letter (the &ldquo;Commitment Letter&rdquo;), dated as of March 31, 2025, with
JPMorgan Chase Bank, N.A., which was subsequently amended and restated on April 22, 2025 to include certain additional commitment
parties (the &ldquo;Commitment Parties&rdquo;), pursuant to which, on the terms and subject to the conditions set forth therein, the Commitment
Parties committed to provide a 364-day senior unsecured bridge term loan facility (the &ldquo;Bridge Facility&rdquo;) in an aggregate
principal amount of up to $4,950, subject to the terms and conditions of the Commitment Letter. The commitment amount under the Commitment
Letter was subsequently reduced to $950. The commitment amount was reduced to zero and the Commitment Letter was terminated upon the completion
of the Mr. Cooper Financing Transactions (as defined herein).

 &middot; The Company did not draw on the Bridge Facility,
as it has incurred permanent financing in the form of $2,000 of new senior unsecured notes due 2030 and $2,000 of new senior unsecured
notes due 2033. Rocket used the proceeds from the notes to (i) redeem Mr. Cooper&rsquo;s 5.000% senior notes due 2026, 6.000%
senior notes due 2027 and 5.500% senior notes due 2028 at redemption prices equal to 100% of the principal amount of such notes, plus
accrued and unpaid interest to, but excluding, the redemption date (which was October 1, 2025), (ii) purchase for cash in a
tender offer, which included a successful consent solicitation to the amendment of certain terms, Mr. Cooper&rsquo;s 5.125% senior
notes due 2030 (of which $574 were tendered and purchased by Rocket) and 5.750% senior notes due 2031 (of which $536 were tendered and
purchased by Rocket), (iii) pay fees and expenses relating to an exchange offer for newly issued notes of Rocket Companies, which
included a successful consent solicitation to the amendment of certain terms, of Mr. Cooper&rsquo;s 6.500% senior notes due 2029
(of which $738 were tendered and exchanged) and 7.125% senior notes due 2032 (of which $955 were tendered and exchanged), (iv) pay
fees and expenses related to the issuance of the Rocket notes mentioned above and the use of the proceeds therefrom, including the transactions
described in clauses (ii) and (iii) above (collectively, the &ldquo;Mr. Cooper Financing Transactions&rdquo;) and (v) after
the consummation of the Transactions, repay secured debt of Rocket and its consolidated subsidiaries (including Redfin, Mr. Cooper
and their respective subsidiaries). All Mr. Cooper senior notes referenced in clauses (i), (ii) and (iii) above are referred
to as the &ldquo;Mr. Cooper Notes.&rdquo;

 The unaudited pro forma condensed combined statement
of income (loss) for the three months ended March 31, 2026, three months ended March 31, 2025 and year ended December 31,
2025 gives effect to the Transactions as if they had occurred on January 1, 2025, the first day of Rocket&rsquo;s fiscal year 2025.
The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2026 is based on the unaudited
consolidated statement of income (loss) of Rocket for the three months ended March 31, 2026, which includes the results of Redfin
and Mr. Cooper. The unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31, 2025,
combines the unaudited consolidated statement of income (loss) of Rocket for the three months ended March 31, 2025 and the unaudited
consolidated statements of income (loss) of Redfin and Mr. Cooper, each for the three months ended March 31, 2025. The unaudited
pro forma condensed combined statement of income (loss) for the fiscal year ended December 31, 2025, combines the audited consolidated
statement of income (loss) of Rocket for the fiscal year ended December 31, 2025, which includes the results of Redfin and Mr. Cooper
from their respective acquisition dates, and the unaudited consolidated statements of income (loss) of Redfin and Mr. Cooper for
the pre-acquisition periods of the six months ended June 30, 2025 for Redfin and the nine months ended September 30, 2025 for
Mr. Cooper. The unaudited pro forma condensed combined financial information contained herein does not give effect to any of the
financial results of Rocket, Redfin, or Mr. Cooper following March 31, 2026.

 The historical consolidated financial statements
of Rocket, Redfin, and Mr. Cooper have been adjusted in the accompanying unaudited pro forma condensed combined financial information
to give effect to the Transactions, which are necessary to account for the Transactions in accordance with U.S. GAAP. The unaudited pro
forma adjustments are based upon available information and certain assumptions that our management believes are reasonable. The following
unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that
may result from the realization of future cost savings from operating efficiencies, including the future impacts of Redfin&rsquo;s 2025
multifamily rental listing arrangement with Zillow Inc. (&ldquo;Zillow&rdquo;), or any other business changes or synergies that may result
from the Transactions.

 The unaudited pro forma condensed combined financial information should
be read in conjunction with:

 &middot; The accompanying notes to the unaudited pro forma condensed combined financial
information;

 &middot; The unaudited consolidated financial statements
of Rocket for the three months ended March 31, 2026 and 2025 and the related notes, which are included in Rocket&rsquo;s Quarterly
Report on Form 10-Q for the three months ended March 31, 2026, and are incorporated by reference herein;

 &middot; The audited consolidated financial statements
of Rocket for the year ended December 31, 2025 and the related notes, which are included in Rocket&rsquo;s Annual Report on Form 10-K
for the fiscal year ended December 31, 2025, and are incorporated by reference herein;

 &middot; The unaudited consolidated financial statements
of Redfin for the three months ended March 31, 2025 and the related notes, which are included in Redfin&rsquo;s Quarterly Report
on Form 10-Q for the three months ended March 31, 2025, and are incorporated by reference herein;

 &middot; The unaudited consolidated financial statements
of Redfin for the six months ended June 30, 2025 and the related notes, which are included in Rocket&rsquo;s Current Report on Form 8-K
filed with the SEC on August 11, 2025, and are incorporated by reference herein;

 &middot; The unaudited consolidated financial statements
of Mr. Cooper for the three months ended March 31, 2025 and the related notes, which are included in Mr. Cooper&rsquo;s
Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and are incorporated by reference herein; and

 &middot; The unaudited consolidated financial statements
of Mr. Cooper for the nine months ended September 30, 2025 and the related notes, which are included in this Rocket&rsquo;s
Current Report on Form 8-K, on which this unaudited pro forma condensed combined financial information is attached and are incorporated
by reference herein;

 2

 Accounting for the
Transactions

 The mergers pursuant to the Transaction Agreement (the &ldquo;Up-C
Collapse Mergers&rdquo;) have been accounted for as an equity reorganization of Rocket, under which the stockholders of RHI became direct
stockholders of Rocket. Pursuant to the Transaction Agreement, RHI stockholders exchanged their shares in RHI for shares of Class L
common stock. At the effective time of the Up-C Collapse Mergers, RHI&rsquo;s only material assets were its equity interests in Rocket
and RHI did not have material liabilities, which would be required to be disclosed in its financial statements.

 The Redfin Merger was
accounted for as a business combination using the acquisition method with Rocket as the accounting acquirer in accordance with Accounting
Standards Codification (&ldquo;ASC&rdquo;) Topic 805, Business Combinations. Under this method of accounting, the aggregate merger consideration
was allocated to Redfin&rsquo;s assets acquired and liabilities assumed based upon their estimated fair values as of July 1, 2025.
The process of valuing the net assets of Redfin immediately prior to the Redfin Merger, as well as evaluating accounting policies for
conformity, is substantially complete; however, the tax-related liabilities and other contingencies are preliminary and subject to change
as additional information becomes available and certain tax matters are finalized. Any differences between the estimated fair value of
the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed were recorded as goodwill. Refer
to Note 1 - Basis of Presentation for more information.

 The Mr. Cooper Mergers
were accounted for as a business combination using the acquisition method with Rocket as the accounting acquirer in accordance with ASC
Topic 805, Business Combinations. Under this method of accounting, the aggregate merger consideration was allocated to Mr. Cooper&rsquo;s
assets acquired and liabilities assumed based upon their estimated fair values as of October 1, 2025. The process of valuing the
net assets of Mr. Cooper immediately prior to the Mr. Cooper Mergers, as well as evaluating accounting policies for conformity,
is substantially complete; however, the tax-related liabilities and other contingencies are preliminary and subject to change as additional
information becomes available and certain tax matters are finalized. Any differences between the estimated fair value of the consideration
transferred and the estimated fair value of the assets acquired and liabilities assumed were recorded as goodwill. Refer to Note 1 - Basis
of Presentation for more information.

 All financial data included
in the unaudited pro forma condensed combined financial information is presented in millions of U.S. Dollars unless otherwise noted, and
it has been prepared on the basis of U.S. GAAP and Rocket&rsquo;s accounting policies. The unaudited pro forma condensed combined financial
information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations
that would have been realized if the Transactions had been completed on the dates set forth above, nor is it indicative of the future
results or financial position of the combined company.

 3

 Rocket
Companies, Inc.

 Unaudited
Pro Forma Condensed Combined Statement of Income (Loss)

 For
the Three Months Ended March 31, 2026

 ($
In Millions, Except Per Share Amounts or Unless Otherwise Noted)

 Rocket
 Redfin

 Transaction

Accounting

Adjustments
 (Note
 4)
 Mr. Cooper

 Transaction

Accounting

Adjustments

 (Note
 6)

 Mr. Cooper

 Financing

Adjustments
 (Note
 7)
 Rocket
 Pro
 Forma
 Combined

 Revenue

 Gain
 on sale of loans:

 Gain
 on sale of loans excluding fair value of originated MSRs, net
 $ 688
 $ -

 $ -

 $ -

 $ 688

 Fair
 value of originated MSRs
 688
 -

 -

 -

 688

 Gain on
 sale of loans, net
 1,376
 -

 -

 -

 1,376

 Loan
 servicing income:

 Servicing
 fee income
 1,083
 -

 -

 -

 1,083

 Change
 in fair value of MSRs, net
 (485 )
 -

 -

 -

 (485 )

 Loan servicing
 income, net
 598
 -

 -

 -

 598

 Interest
 income
 507
 -

 -

 -

 507

 Other
 income
 460
 -

 -

 -

 460

 Total revenue,
 net
 2,941
 -

 -

 -

 2,941

 Expenses

 Salaries,
 commissions, and team member benefits
 1,079
 (3 )
 (a)
 (17 )
 (a)
 -

 1,059

 General
 and administrative expenses
 535
 -

 -

 -

 535

 Marketing
 and advertising expenses
 345
 -

 -

 -

 345

 Interest
 expense
 349
 -

 -

 -

 349

 Depreciation
 and amortization
 146
 -

 -

 -

 146

 Other
 expenses
 87
 -

 -

 -

 87

 Total
 expenses
 2,541
 (3 )

 (17 )

 -

 2,521

 Income
 (loss) before income taxes
 400
 3

 17

 -

 420

 (Provision
 for) benefit from income taxes
 (103 )
 6
 (d)
 (4 )
 (d)
 -

 (101 )

 Net income
 (loss)
 297
 9

 13

 -

 319

 Net
 (income) loss attributable to non-controlling interest
 -
 -

 -

 -

 -

 Net
 income (loss) attributable to Rocket Companies
 $ 297
 $ 9

 $ 13

 $ -

 $ 319

 Earnings
 (loss) per share of common stock

 Note
 (8)

 Basic
 $ 0.11
 -

 -

 -

 $ 0.11

 Diluted
 $ 0.10
 -

 -

 -

 $ 0.11

 Weighted average shares
 outstanding

 Basic
 2,828,455,368
 -

 -

 -

 2,828,455,368

 Diluted
 2,846,974,742
 -

 -

 -

 2,846,974,742

 See accompanying Notes to the Unaudited Pro Forma
Condensed Combined Financial Information.

 4

 Rocket
Companies, Inc.

 Unaudited
Pro Forma Condensed Combined Statement of Income

 For the
Three Months Ended March 31, 2025

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 Rocket
 Up-C

 Collapse
 (Note
 2)
 Rocket

 Pro

Forma

for

Up-C

Collapse
 Redfin

 Reclassified
 (Note
 3)

 Redfin

 Transaction

Accounting

Adjustments
 (Note
 4)
 Rocket

Pro

Forma

Adjusted

for

Redfin

Merger
 Mr. Cooper

Reclassified

(Note 5)
 Mr. Cooper

Transaction

Accounting

Adjustments

 (Note
6)

 Mr. Cooper

Financing

Adjustments
 (Note
 7)
 Rocket
 Pro
 Forma
 Combined

 Revenue

 Gain
 on sale of loans:

 Gain on
 sale of loans excluding fair value of originated MSRs, net
 $ 507
 $ -

 $ 507
 $ 24
 $ -

 $ 531
 $ (17 )
 $ -

 $ -

 $ 514

 Fair
 value of originated MSRs
 265
 -

 265
 3
 -

 268
 164
 -

 -

 432

 Gain on
 sale of loans, net
 772
 -

 772
 27
 -

 799
 147
 -

 -

 946

 Loan
 servicing income:

 Servicing
 fee income
 401
 -

 401
 -
 -

 401
 688
 -

 -

 1,089

 Change
 in fair value of MSRs, net
 (449 )
 -

 (449 )
 -
 -

 (449 )
 (295 )
 -

 -

 (744 )

 Loan servicing
 income, net
 (48 )
 -

 (48 )
 -
 -

 (48 )
 393
 -

 -

 345

 Interest
 income
 201
 -

 201
 3
 -

 204
 197
 -

 -

 401

 Other
 income
 176
 -

 176
 192
 -

 368
 21
 -

 -

 389

 Total revenue,
 net
 1,101
 -

 1,101
 222
 -

 1,323
 758
 -

 -

 2,081

 Expenses

 Salaries,
 commissions, and team member benefits
 610
 1
 (a)
 611
 185
 6
 (a)
 802
 201
 99
 (a)
 -

 1,102

 General
 and administrative expenses
 261
 (3 )
 (a)
 258
 60
 -

 318
 131
 -

 -

 449

 Marketing
 and advertising expenses
 276
 -

 276
 41
 -

 317
 11
 -

 -

 328

 Interest
 expense
 109
 -

 109
 10
 1
 (b)
 120
 204
 (82 )
 (b)
 96
 (a)
 321

 -
 -

 -
 -
 -

 -
 -
 -

 (17 )
 (b)
 -

 Depreciation
 and amortization
 27
 -

 27
 10
 44
 (c)
 81
 18
 66
 (c)
 -

 165

 Other
 expenses
 41
 -

 41
 9
 -

 50
 98
 -

 -

 148

 Total
 expenses
 1,324
 (2 )

 1,322
 315
 51

 1,688
 663
 83

 79

 2,513

 Income
 (loss) before income taxes
 (223 )
 2

 (221 )
 (93 )
 (51 )

 (365 )
 95
 (83 )

 (79 )

 (432 )

 (Provision
 for) benefit from income taxes
 11
 42
 (b)
 53
 -
 35
 (d)
 88
 (7 )
 4
 (d)
 19
 (d)
 104

 Net income
 (loss)
 (212 )
 44

 (168 )
 (93 )
 (16 )

 (277 )
 88
 (79 )

 (60 )

 (328 )

 Net
 (income) loss attributable to non-controlling interest
 202
 (202 )
 (c)
 -
 -
 -

 -
 -
 -

 -

 -

 Net
 income (loss) attributable to Rocket Companies
 $ (10 )
 $ (158 )

 $ (168 )
 $ (93 )
 $ (16 )

 $ (277 )
 $ 88
 $ (79 )

 $ (60 )

 $ (328 )

 Earnings
 (loss) per share of common stock

 Note
 (8)

 Basic
 $ (0.07 )
 -

 -
 -
 -

 -
 -
 -

 -

 $ (0.12 )

 Diluted
 $ (0.08 )
 -

 -
 -
 -

 -
 -
 -

 -

 $ (0.12 )

 Weighted average shares
 outstanding

 Basic
 147,717,296
 1,848,879,483

 -
 -
 103,391,679

 -
 -
 705,205,413

 -

 2,805,193,871

 Diluted
 2,001,936,379
 -

 -
 -
 103,391,679

 -
 -
 705,205,413

 -

 2,810,533,471

 See accompanying Notes to the Unaudited Pro Forma
Condensed Combined Financial Information.

 5

 Rocket
Companies, Inc.

 Unaudited
Pro Forma Condensed Combined Statement of Income

 For the
Year Ended December 31, 2025

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 Rocket
 Up-C

 Collapse
 (Note
 2)
 Rocket

 Pro

Forma

for

Up-C

Collapse
 Redfin

 Reclassified
 (Note
 3)

 Redfin

 Transaction

Accounting

Adjustments
 (Note
 4)
 Rocket

 Pro

Forma

Adjusted

for

Redfin

Merger
 Mr. Cooper

Reclassified

(Note 5)
 Mr. Cooper

 Transaction

Accounting

Adjustments

 (Note
 6)

 Mr. Cooper

Financing

Adjustments
 (Note
 7)
 Rocket
 Pro
 Forma
 Combined

 Revenue

 Gain
 on sale of loans:

 Gain
 on sale of loans excluding fair value of originated MSRs, net
 $ 2,086
 $ -

 $ 2,086
 $ 49
 $ -

 $ 2,135
 $ (63 )
 $ -

 $ -

 $ 2,072

 Fair
 value of originated MSRs
 1,721
 -

 1,721
 7
 -

 1,728
 595
 -

 -

 2,323

 Gain
 on sale of loans, net
 3,807
 -

 3,807
 56
 -

 3,863
 532
 -

 -

 4,395

 Loan
 servicing income:

 Servicing
 fee income
 2,317
 -

 2,317
 -
 -

 2,317
 2,031
 -

 -

 4,348

 Change
 in fair value of MSRs, net
 (1,530 )
 -

 (1,530 )
 -
 -

 (1,530 )
 (895 )
 -

 -

 (2,425 )

 Loan
 servicing income, net
 787
 -

 787
 -
 -

 787
 1,136
 -

 -

 1,923

 Interest
 income
 1,191
 -

 1,191
 8
 -

 1,199
 662
 -

 -

 1,861

 Other
 income
 1,286
 -

 1,286
 441
 -

 1,727
 68
 -

 -

 1,795

 Total
 revenue, net
 7,071
 -

 7,071
 505
 -

 7,576
 2,398
 -

 -

 9,974

 Expenses

 Salaries,
 commissions, and team member benefits
 3,307
 3
 (a)
 3,310
 376
 (9 )
 (a)
 3,677
 620
 2
 (a)
 -

 4,299

 General
 and administrative expenses
 1,439
 9
 (a)
 1,448
 120
 -

 1,568
 361
 -

 -

 1,929

 Marketing
 and advertising expenses
 1,088
 -

 1,088
 87
 -

 1,175
 35
 -

 -

 1,210

 Interest
 expense
 839
 -

 839
 21
 (1 )
 (b)
 859
 606
 (246 )
 (b)
 384
 (a)
 1,380

 -
 -

 -
 -
 -

 -
 -
 -

 (55 )
 (b)
 -

 -
 -

 -
 -
 -

 -
 -
 -

 (168 )
 (c)
 -

 Depreciation
 and amortization
 290
 -

 290
 20
 88
 (c)
 398
 40
 163
 (c)
 -

 601

 Other
 expenses
 322
 -

 322
 12
 -

 334
 122
 -

 -

 456

 Total
 expenses
 7,285
 12

 7,297
 636
 78

 8,011
 1,784
 (81 )

 161

 9,875

 Income
 (loss) before income taxes
 (214 )
 (12 )

 (226 )
 (131 )
 (78 )

 (435 )
 614
 81

 (161 )

 99

 (Provision
 for) benefit from income taxes
 (20 )
 74
 (b)
 54
 -
 50
 (d)
 104
 (148 )
 (18 )
 (d)
 38
 (d)
 (24 )

 Net
 income (loss)
 (234 )
 62

 (172 )
 (131 )
 (28 )

 (331 )
 466
 63

 (123 )

 75

 Net
 (income) loss attributable to non-controlling interest
 166
 (166 )
 (c)
 -
 -
 -

 -
 -
 -

 -

 -

 Net
 income (loss) attributable to Rocket Companies
 $ (68 )
 $ (104 )

 $ (172 )
 $ (131 )
 $ (28 )

 $ (331 )
 $ 466
 $ 63

 $ (123 )

 $ 75

 Earnings
 (loss) per share of common Stock

 Note
 (8)

 Basic
 $ (0.05 )
 -

 -
 -
 -

 -
 -
 -

 -

 $ (0.03 )

 Diluted
 $ (0.05 )
 -

 -
 -
 -

 -
 -
 -

 -

 $ (0.03 )

 Weighted
 average shares outstanding

 Basic
 1,322,362,708
 911,776,183

 -
 -
 51,695,840

 -
 -
 528,904,060

 -

 2,814,738,791

 Diluted
 1,322,362,708
 911,776,183

 -
 -
 51,695,840

 -
 -
 528,904,060

 -

 2,814,738,791

 See accompanying Notes to the Unaudited Pro Forma
Condensed Combined Financial Information.

 6

 Rocket
Companies, Inc.

 Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 Note 1 &ndash; Basis
of Presentation

 The unaudited pro forma
condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X.

 The pro forma condensed
combined statements of income (loss), including all adjustments, were prepared in accordance with U.S. GAAP, presented in U.S. dollars,
and give effect to each of the following transactions:

 Up-C Collapse

 As discussed in Note
2, the unaudited pro forma condensed combined financial information reflects the effects of the Up-C Collapse, which was accounted for
as a reorganization of entities under common control. The exchange of Class D common stock and Holdings LLC Units for newly issued
shares of Class L common stock does not result in a change in control under U.S. GAAP. Accordingly, the historical carrying amounts
of assets and liabilities are retained. The elimination of the non-controlling interest in Holdings LLC as part of the Up-C Collapse has
been accounted for in accordance with the guidance in ASC 810, Consolidation, with the difference between the carrying amount of the non-controlling
interest and the consideration transferred reflected as an equity transaction.

 Redfin Merger

 As discussed in Note
3, certain reclassifications were made to conform the historical presentation of Redfin to that of Rocket&rsquo;s financial statement
presentation. Rocket has completed its evaluation of Redfin&rsquo;s accounting policies and has determined that no significant adjustments
were necessary to conform Redfin&rsquo;s financial statements to the accounting policies used by Rocket.

 The unaudited pro forma
condensed combined financial information was prepared by applying the acquisition method of accounting in accordance with ASC 805, with
Rocket as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement, and based on the historical
financial statements of Rocket and Redfin. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized
and measured at their assumed acquisition date fair value (or other measurement as directed by ASC 805), while transaction costs associated
with the business combination are expensed as incurred. The process of valuing the net assets of Redfin immediately prior to the Redfin
Merger, as well as evaluating accounting policies for conformity, is substantially complete; however, the tax-related liabilities and
other contingencies are preliminary and subject to change as additional information becomes available and certain tax matters are finalized.
The excess of merger consideration over the estimated fair value of assets acquired and liabilities assumed was allocated to goodwill.

 Mr. Cooper Mergers

 As discussed in Note 5, certain reclassifications
were made to conform the historical presentation of Mr. Cooper to that of Rocket&rsquo;s financial statement presentation. Rocket
has completed its evaluation of Mr. Cooper&rsquo;s accounting policies and has determined that no significant adjustments were necessary
to conform Mr. Cooper&rsquo;s financial statements to the accounting policies used by Rocket.

 The unaudited pro forma condensed combined
financial information was prepared by applying the acquisition method of accounting in accordance with ASC 805, with Rocket as the accounting
acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement, and based on the historical financial statements of
Rocket and Mr. Cooper. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured
at their assumed acquisition date fair value (or other measurement as directed by ASC 805), while transaction costs associated with the
business combination are expensed as incurred. The process of valuing the net assets of Mr. Cooper immediately prior to the Mr. Cooper
Mergers, as well as evaluating accounting policies for conformity, is substantially complete; however, the tax-related liabilities and
other contingencies are preliminary and subject to change as additional information becomes available and certain tax matters are finalized.
The excess of merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, was allocated to
goodwill.

 The Mr. Cooper Financing Transactions

 The Mr. Cooper Mergers triggered change in
control provisions contained in certain of Mr. Cooper&rsquo;s outstanding debt facilities (including the Mr. Cooper Notes) that
required the repayment of such indebtedness. Consequently, Rocket entered into the Commitment Letter with the Commitment Parties, pursuant
to which the Commitment Parties committed to provide the Bridge Facility with a capacity up to $4,950. The commitment amount under the
Commitment Letter was subsequently reduced to $950 and, upon completion of the Mr. Cooper Financing Transactions, the commitment
amount was further reduced to zero. The Company did not draw on the Bridge Facility, as it incurred permanent financing in the form of
$4,000 of Senior Notes. Rocket used the proceeds from the notes to fund the Mr. Cooper Financing Transactions, and after consummation
of the Transactions, will repay secured debt of Rocket and its consolidated subsidiaries (including Redfin, Mr. Cooper, and their
subsidiaries). The debt issuance costs associated with the exchanged Mr. Cooper Notes have been capitalized and are amortized over
the term of the notes. On October 1, 2025, Rocket repaid or exchanged, pursuant to the tender offer and the exchange offer described
above, (a) $574 of Mr. Cooper&rsquo;s 5.125% senior notes due 2030, (b) $536 of Mr. Cooper&rsquo;s 5.750% senior notes
due 2031, (c) $738 of Mr. Cooper&rsquo;s 6.500% senior notes due 2029, and (d) $955 of Mr. Cooper&rsquo;s 7.125% senior
notes due 2032. Additionally, through the related consent solicitations, Rocket amended certain provisions of the above Mr. Cooper
Notes, among which eliminated the change of control repurchase requirements of such notes.

 Overall Presentation

 The unaudited pro forma condensed combined
statement of income (loss) for the three months ended March 31, 2026 has been prepared as if the Transactions had occurred on January 1,
2025 and is based on Rocket&rsquo;s historical statement of income (loss) for the three months ended March 31, 2026 which includes
the results of Redfin and Mr. Cooper.

 The unaudited pro forma condensed combined
statement of income (loss) for the three months ended March 31, 2025 has been prepared as if the Transactions had occurred on January 1,
2025 and combines Rocket&rsquo;s historical statement of income (loss) for the three months ended March 31, 2025 with the historical
statements of income (loss) for Redfin and Mr. Cooper, each for the three months ended March 31, 2025.

 The unaudited pro forma condensed combined
statement of income (loss) for the year ended December 31, 2025 has been prepared as if the Transactions had occurred on January 1,
2025 and combines Rocket&rsquo;s historical statement of income (loss) for the year ended December 31, 2025, which includes the results
of Redfin and Mr. Cooper from their respective acquisition dates, with the historical statements of income (loss) for Redfin and
Mr. Cooper for the pre-acquisition periods of the six months ended June 30, 2025 for Redfin and nine months ended September 30,
2025 for Mr. Cooper.

 7

 Rocket
Companies, Inc.

 Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 Beginning with the first quarter of 2026, we reclassified certain interest-related
activity within the Condensed Consolidated Statements of Income (Loss). Prior period amounts have been reclassified to conform to this
presentation. These changes have no impact on prior period consolidated net income, financial position, or cash flows. The Rocket historical
amounts for the years ended December 31, 2025, 2024, and 2023 presented within the unaudited pro forma condensed financial information
have been recast from historical amounts to conform to the current presentation. The nature and amount of the reclassifications were as
follows:

 (a) Deposit income related to revenue earned on deposits and other interest-related income, which were previously classified as a component
of Other income, was reclassified to Interest income. The amounts reclassified were $110 for the three months ended March 31, 2025
and $690 for the year ended December 31, 2025.

 (b) Interest expense on funding facilities, which was previously presented as a component of Interest income, net, was reclassified to
Interest expense within Expenses. Interest expense was previously captioned as Interest and amortization expense on non-funding debt.
The amounts reclassified were $64 for the three months ended March 31, 2025 and $376 for the year ended December 31, 2025.

 (c) Interest expense on non-mortgage activity, which was previously classified as a component of Other expenses, was reclassified to Interest
expense. The amounts reclassified were $8 for the three months ended March 31, 2025 and $25 for the year ended December 31,
2025.

 (d) Interest and amortization expense on non-funding debt, which was historically presented as a separate line item, was renamed to Interest
expense under the current presentation.

 The unaudited pro forma condensed combined
financial information does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result
from the Redfin Merger or Mr. Cooper Mergers and integration costs that may be incurred. The pro forma adjustments represent
management&rsquo;s best estimates and are based upon currently available information and certain assumptions that Rocket believes are
reasonable under the circumstances. Rocket is not aware of any material transactions between Rocket and Redfin, Rocket and Mr. Cooper,
and Redfin and Mr. Cooper during the periods presented. Accordingly, adjustments to eliminate transactions between Rocket and Redfin,
between Rocket and Mr. Cooper, and between Redfin and Mr. Cooper have not been reflected in the unaudited pro forma condensed
combined financial information.

 Note 2 &ndash; Up-C Collapse Adjustments

 Adjustments related to
the Up-C Collapse in the accompanying unaudited pro forma condensed combined statement of income (loss) for the three months ended March 31,
2025 and the year ended December 31, 2025 are as follows:

 (a) Reflects the consolidation of the operations of the Retained Entities, net of eliminations, as a result
of the Up-C Collapse Mergers.

 (b) Reflects the estimated income tax provision assuming Rocket&rsquo;s unaudited pro forma condensed combined
Income (loss) before income taxes had been subject to federal and state income tax as a C-corporation utilizing an estimated blended statutory
tax rate of approximately 24% for the three months ended March 31, 2025 and year ended December 31, 2025. The tax rates used
for the pro forma financial information were based on the blended statutory tax rate, which differed from the actual effective tax rate.
Management evaluated this difference and believes it would not have a material impact on the unaudited pro forma condensed combined
financial information.

 (c) Reflects the elimination of the allocation of income (loss) to the non-controlling interest holders on
the pro forma statement of income (loss) for the three months ended March 31, 2025 and year ended December 31, 2025, as a result
of the transfer of 1,848,879,455 shares of Class D common stock and Holdings LLC Units in exchange for an equivalent number of shares
of Class L common stock.

 Note 3 &ndash; Redfin Reclassification
Adjustments

 During the preparation
of the unaudited pro forma condensed combined financial information, Rocket&rsquo;s management performed an analysis of Redfin&rsquo;s
financial information to identify differences in financial statement presentation as compared to the presentation of Rocket. Certain reclassification
adjustments have been made to conform Redfin&rsquo;s historical financial statement presentation to Rocket&rsquo;s financial statement
presentation.

 8

 Rocket
Companies, Inc.

 Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 A. Refer to the table below for a summary of adjustments made to present Redfin&rsquo;s consolidated statement of loss for the three
months ended March 31, 2025 to conform with that of Rocket&rsquo;s:

 Redfin
 Historical Statement of Loss Line Items
 Redfin Historical
 for the Three
 Months Ended
 March 31, 2025
 Reclassification
 Rocket
 Historical Statement of Income (Loss) Line Items (1)
 Reclassification
 Redfin
 Reclassified for
 the Three
 Months Ended
 March 31, 2025

 Revenue
 221
 (221 )
 Gain on sale of loans excluding fair value of originated MSRs, net

 24

 Cost of revenue
 150
 (150 )
 Revenue
 24

 Technology and development
 40
 (40 )
 Fair value of originated MSRs

 3

 Marketing
 39
 (39 )
 Revenue
 3

 General and administrative
 56
 (56 )
 Interest income

 3

 Restructuring and reorganization
 21
 (21 )
 Revenue
 2

 Interest income
 1
 (1 )
 Interest income
 1

 Interest expense
 (8 )
 8
 Other income

 192

 Income tax expense
 -
 -
 Revenue
 192

 Other expense, net
 (1 )
 1
 Salaries, commissions, and team member benefits

 185

 Net loss
 (93 )
 -
 Cost of revenue
 111

 Technology and development
 26

 Marketing
 5

 General and administrative
 29

 Restructuring and reorganization
 14

 General and administrative expenses

 60

 Cost of revenue
 26

 Technology and development
 10

 Marketing
 1

 General and administrative
 23

 Marketing and advertising expenses

 41

 Cost of revenue
 8

 Marketing
 33

 Interest expense

 10

 Interest expense
 8

 Cost of revenue
 2

 Depreciation and amortization

 10

 Cost of revenue
 2

 Technology and development
 4

 General and administrative
 4

 Other expenses

 9

 Cost of revenue
 1

 Restructuring and reorganization
 7

 Other expense, net
 1

 (Provision for) benefit from income taxes

 -

 Net loss

 (93 )

 1) The indented Redfin line items listed beneath each Rocket line item represent amounts reclassified from the respective Redfin statement
of loss line items to the corresponding Rocket statement of income (loss) line items.

 9

 Rocket
Companies, Inc.

 Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 B. Refer to the table below for a summary of adjustments made to present Redfin&rsquo;s consolidated statement of loss for the six months
ended June 30, 2025 to conform with that of Rocket&rsquo;s:

 Redfin Historical Statement of Loss Line Items
 Redfin Historical
 for the Six

 Months Ended

June 30, 2025
 Reclassification
 Rocket Historical Statement of Income (Loss) Line Items (1)
 Reclassification
 Redfin
 Reclassified for
 the Six

Months Ended

June 30, 2025

 Revenue
 502
 (502 )
 Gain on sale of loans excluding fair value of originated MSRs, net

 49

 Cost of revenue
 329
 (329 )
 Revenue
 49

 Technology and development
 78
 (78 )
 Fair value of originated MSRs

 7

 Marketing
 87
 (87 )
 Revenue
 7

 General and administrative
 98
 (98 )
 Interest income

 8

 Restructuring and reorganization
 28
 (28 )
 Revenue
 5

 Interest income
 3
 (3 )
 Interest income
 3

 Interest expense
 (16 )
 16
 Other income

 441

 Income tax expense
 -
 -
 Revenue
 441

 Other expense, net
 -
 -
 Salaries, commissions, and team member benefits

 376

 Net loss
 (131 )
 -
 Cost of revenue
 246

 Technology and development
 51

 Marketing
 10

 General and administrative
 50

 Restructuring and reorganization
 19

 General and administrative expenses

 120

 Cost of revenue
 58

 Technology and development
 19

 Marketing
 2

 General and administrative
 40

 Restructuring and reorganization
 1

 Marketing and advertising expenses

 87

 Cost of revenue
 12

 Marketing
 75

 Interest expense

 21

 Interest expense
 16

 Cost of revenue
 5

 Depreciation and amortization

 20

 Cost of revenue
 5

 Technology and development
 8

 General and administrative
 7

 Other expenses

 12

 Cost of revenue
 3

 General and administrative
 1

 Restructuring and reorganization
 8

 (Provision for) benefit from income taxes

 -

 Net loss

 (131 )

 1) The indented Redfin line items listed beneath each Rocket line item represent amounts reclassified from the respective Redfin statement
of loss line items to the corresponding Rocket statement of income (loss) line items.

 10

 Rocket
Companies, Inc.

 Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 Note 4 &ndash; Redfin Merger Adjustments

 The following pro forma
adjustments have been reflected in the Redfin Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed
combined statements of income (loss).

 a) Reflects the adjustment to Salaries, commissions and team member benefits with respect to net stock-based
compensation expense for Rocket replacement equity awards. The pro forma impacts reflected in Salaries, commissions and team member benefits
are shown in the table below:

 For the Three Months
 Ended March 31, 2026

 For the Three Months Ended March 31, 2025

 For the
 Year
 Ended
 December 31,
 2025

 Pro forma transaction accounting adjustments:

 Removal of historical Redfin stock-based compensation expense

 $
 (10
 )

 $
 (15
 )

 $
 (65
 )

 Record stock-based compensation expense from replacement awards

 7

 21

 56

 Net pro forma transaction accounting adjustment to Salaries, commissions, and team member benefits

 $
 (3
 )

 $
 6

 $
 (9
 )

 b) Reflects the pro forma impact to Interest expense as a result of the adjustment to the Redfin senior convertible
notes to their fair values based on a 6.0% weighted average interest rate. This adjustment also reflects the elimination of historical
interest expense incurred in connection with the Redfin term loan that was settled as a result of the change-in-control. The pro forma
impacts reflected in Interest expense are calculated in the table below:

 For the Three
 Months Ended

March 31, 2026

 For the Three Months

 Ended

March 31, 2025

 For the Year

Ended

December 31, 2025

 Pro forma transaction accounting adjustments:

 Removal of historical interest expense

 $
 -

 $
 (8
 )

 $
 (33
 )

 Pro forma interest expense

 -

 9

 32

 Net pro forma transaction accounting adjustment to Interest expense

 $
 -

 $
 1

 $
 (1
 )

 c) Represents the pro forma impact to Depreciation and amortization as a result of the adjustment to intangible
assets, which reflects the elimination of historical Redfin amortization and the recognition of amortization on the fair value of the
acquired intangible assets. This adjustment also reflects the elimination of amortization related to capitalized costs that Redfin had
previously recharacterized from intangible assets to other assets related to the Zillow partnership announced in February 2025. The
pro forma impacts reflected in Depreciation and amortization are shown in the table below:

 For the Three
 Months Ended

March 31, 2026

 For the Three Months

 Ended

March 31, 2025

 For the Year

Ended

December 31, 2025

 Pro forma transaction accounting adjustments:

 Removal of historical Redfin amortization of intangible assets and contract asset (1)

 $
 -

 $
 (5
 )

 $
 (107
 )

 Amortization of intangible assets

 -

 49

 195

 Net pro forma transaction accounting adjustment to Depreciation and amortization

 $
 -

 $
 44

 $
 88

 1) In March 2025, Redfin had a recharacterization of intangibles
assets on its consolidated balance sheet to contract asset as part of the Zillow partnership agreement entered into in February 2025.

 d) The estimated income tax impact on Redfin&rsquo;s Income (loss) before income taxes, inclusive of the
pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the three months ended March 31,
2026, three months ended March 31, 2025, and year ended December 31, 2025, as a result of the release of certain valuation allowance
amounts in the Redfin Merger. The tax rates used for the pro forma financial information were based on the blended statutory tax rate,
which differed from the actual effective tax rate. Management evaluated this difference and believes it would not have a material impact
on the unaudited pro forma condensed combined financial information.

 11

 Rocket
Companies, Inc.

 Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 Note 5 &ndash; Mr. Cooper Reclassification
Adjustments

 During the preparation
of the unaudited pro forma condensed combined financial information, Rocket&rsquo;s management performed an analysis of Mr. Cooper&rsquo;s
financial information to identify differences in financial statement presentation as compared to the presentation of Rocket. Certain reclassification
adjustments have been made to conform Mr. Cooper&rsquo;s historical financial statement presentation to Rocket&rsquo;s financial
statement presentation.

 A. Refer to the table below for a summary of adjustments made to present Mr. Cooper&rsquo;s consolidated
statement of income (loss) for the three months ended March 31, 2025 to conform with that of Rocket&rsquo;s:

 Mr. Cooper Historical
 Statement of Operations
 Line Items
 Mr. Cooper
 Historical
 for the Three
 Months Ended
 March 31, 2025
 Reclassification
 Rocket Historical
 Statement of Income
 (Loss) Line Items (1)

 Reclassification
 Mr. Cooper
 Reclassified
 for the Three
 Months Ended
 March 31, 2025

 Service related, net
 440
 (440 )
 Gain on sale of loans excluding fair value of originated MSRs, net

 (17 )

 Net gain on mortgage loans held for sale
 120
 (120 )
 Service related, net
 27

 Salaries, wages and benefits
 193
 (193 )
 Net gain on mortgage loans held for sale
 (44 )

 General and administrative
 237
 (237 )
 Fair value of originated MSRs

 164

 Interest income
 189
 (189 )
 Net gain on mortgage loans held for sale
 164

 Interest expense
 (213 )
 213
 Servicing fee income

 688

 Other income (expense), net
 (11 )
 11
 Service related, net
 688

 Income tax expense
 7
 (7 )
 Change in fair value of MSRs, net

 (295 )

 Net income
 88
 -
 Service related, net
 (295 )

 Interest income

 197

 Interest income
 197

 Other income

 21

 Service related, net
 20

 Other income, net
 1

 Salaries, commissions and team member benefits

 201

 Salaries, wages and benefits
 193

 General and administrative
 8

 General and administrative expenses

 131

 Interest expense
 12

 General and administrative
 119

 Marketing and advertising expenses

 11

 General and administrative
 11

 Interest expense (2)

 204

 Interest expense
 196

 Interest income
 8

 Depreciation and amortization

 18

 General and administrative
 18

 Other expenses

 98

 General and administrative
 81

 Interest income
 5

 Other income, net
 12

 (Provision for) benefit from income taxes

 (7 )

 Net income

 88

 1) The indented Mr. Cooper line items listed beneath each Rocket line item represent amounts reclassified from the respective Mr. Cooper
statement of operations line items to the corresponding Rocket statement of income (loss) line items.

 12

 Rocket
Companies, Inc.

 Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 B. Refer to the table below for a summary of adjustments made to present Mr. Cooper&rsquo;s consolidated
statement of income (loss) for the nine months ended September 30, 2025 to conform with that of Rocket&rsquo;s:

 Mr. Cooper Historical

Statement of Operations

Line Items
 Mr. Cooper
 Historical

 for the Nine

Months Ended
 September 30,

 2025
 Reclassification
 Rocket Historical
 Statement of Income

 (Loss) Line Items (1)

 Reclassification
 Mr. Cooper

 Reclassified for
 the Nine
 Months Ended
 September 30,
 2025

 Service related, net
 1,295
 (1,295 )
 Gain on sale of loans excluding fair value of originated MSRs, net

 (63 )

 Net gain on mortgage loans held for sale
 440
 (440 )
 Service related, net
 92

 Salaries, wages and benefits
 584
 (584 )
 Net gain on mortgage loans held for sale
 (155 )

 General and administrative
 518
 (518 )
 Fair value of originated MSRs

 595

 Interest income
 638
 (638 )
 Net gain on mortgage loans held for sale
 595

 Interest expense
 (643 )
 643
 Servicing fee income

 2,031

 Other income (expense), net
 (14 )
 14
 Service related, net
 2,031

 Income tax expense
 148
 -
 Change in fair value of MSRs, net

 (895 )

 Net income
 466
 -
 Service related, net
 (895 )

 Interest income

 662

 Interest income
 662

 Other income

 68

 Service related, net
 67

 Other income (expense), net
 1

 Salaries, commissions and team member benefits

 620

 Salaries, wages and benefits
 583

 General and administrative
 37

 General and administrative expenses

 361

 General and administrative
 325

 Interest expense
 35

 Salaries, wages and benefits
 1

 Marketing and advertising expenses

 35

 General and administrative
 35

 Interest expense

 606

 Interest expense (2)
 582

 Interest income
 24

 Depreciation and amortization

 40

 General and administrative
 40

 Other expenses

 122

 General and administrative
 81

 Interest expense
 26

 Other income (expense), net
 15

 (Provision for) benefit from income taxes

 (148 )

 Net income

 466

 1) The indented Mr. Cooper line items listed beneath each Rocket line item represent amounts reclassified from the respective Mr. Cooper
statement of operations line items to the corresponding Rocket statement of income (loss) line items.

 13

 Rocket
Companies, Inc.

 Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 Note 6 &ndash; Mr. Cooper Mergers
Adjustments

 The following pro forma
adjustments have been reflected in the Mr. Cooper Transaction Accounting Adjustments column in the accompanying unaudited pro forma
condensed combined statement of income (loss).

 a) Reflects the adjustment to Salaries, commissions and team member benefits with respect to the net stock-based
compensation expense for Rocket replacement equity awards. The pro forma impacts reflected in Salaries, commissions and team member benefits
are shown in the table below:

 For the Three

 Months Ended

March 31, 2026

 For the Three

 Months Ended

March 31, 2025

 For the

Year Ended

 December 31, 2025

 Pro forma transaction accounting adjustments:

 Removal of historical Mr. Cooper stock-based compensation expense
 $ (24 )
 $ (14 )
 $ (150 )

 Record stock-based compensation expense from replacement awards
 7
 113
 152

 Net pro forma transaction accounting adjustment to Salaries, commissions, and team member benefits
 $ (17 )
 $ 99
 $ 2

 b) Reflects the pro forma impact to Interest expense as a result of the elimination of historical interest
expense attributed to the Mr. Cooper Notes that were settled in connection with the Mr. Cooper Mergers, and the amortization
of the fair value adjustment on the assumed and exchanged Mr. Cooper Notes. The pro forma impacts reflected in Interest expense are
shown in the table below:

 For the Three

 Months Ended
 March 31, 2026

 For the Three

 Months Ended
 March 31, 2025

 For the

Year Ended
 December 31, 2025

 Pro forma transaction accounting adjustments:

 Removal of historical interest expense on settled Mr. Cooper Notes
 $ -
 $ (79 )
 $ (238 )

 Removal of historical amortization fair value adjustment on assumed and exchanged Mr. Cooper Notes
 -
 -
 3

 Amortization of fair value adjustment on assumed and exchanged Mr. Cooper Notes
 -
 (3 )
 (11 )

 Net pro forma transaction accounting adjustment to Interest expense
 $ -
 $ (82 )
 $ (246 )

 c) Represents the pro forma impact to Depreciation and amortization as a result of the adjustment to intangible assets, which reflects
the elimination of historical Mr. Cooper amortization and the recognition of amortization on the fair value of the acquired intangible
assets. The pro forma impacts reflected in Depreciation and amortization are shown in the table below:

 For the Three

 Months Ended
 March 31, 2026

 For the Three

 Months Ended
 March 31, 2025

 For the

Year Ended
 December 31, 2025

 Pro forma transaction accounting adjustments:

 Removal of historical Mr. Cooper amortization of intangible assets
 $ -
 $ (10 )
 $ (101 )

 Amortization of intangible assets
 -
 76
 264

 Net pro forma transaction accounting adjustment to Depreciation and amortization
 $ -
 $ 66
 $ 163

 d) The estimated income tax impact on Mr. Cooper's Income (loss) before income taxes, inclusive of the
pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the three months ended March 31,
2026, three months ended March 31, 2025, and year ended December 31, 2025. The tax rates used for the pro forma financial information
were based on the blended statutory tax rate, which differed from the actual effective tax rate. Management evaluated this difference
and believes it would not have a material impact on the unaudited pro forma condensed combined financial information.

 14

 Rocket
Companies, Inc.

 Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 Note 7 &ndash; Mr. Cooper Financing
Adjustments

 The following pro forma
adjustments have been reflected in the Mr. Cooper Financing Adjustments column in the accompanying unaudited pro forma condensed
combined statement of income (loss).

 a) Reflects the pro forma impact for interest expense and amortization of deferred financing costs of the
6.125% Senior Notes due 2030 and the 6.375% Senior Notes due 2033 issued by Rocket and the assumed and exchanged Mr. Cooper Notes
in Interest expense of $96, and $384 for the three months ended March 31, 2025, and the year ended December 31, 2025, respectively.

 b) Reflects the adjustment to Interest expense for the elimination of the historical interest expense attributed to MSR facilities paid
down with the proceeds of the Senior Notes due 2030 and 2033 of $17 and $55 for the three months ended March 31, 2025 and the year
ended December 31, 2025, respectively.

 c) Reflects the adjustment to Interest expense for the elimination of the historical interest expense and amortization attributed to
the 6.125% Senior Notes due 2030 and the 6.375% Senior Notes due 2033 of $168 for the year ended December 31, 2025.

 d) The estimated income tax impact on the financing pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately
24% for the three months ended March 31, 2025, and the year ended December 31, 2025. The tax rates used for the pro forma financial
information were based on the blended statutory tax rate, which differed from the actual effective tax rate. Management evaluated this
difference and believes it would not have a material impact on the unaudited pro forma condensed combined financial information.

 15

 Rocket
Companies, Inc.

 Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

 ($ In
Millions, Except Per Share Amounts or Unless Otherwise Noted)

 Note 8 &ndash; Earnings Per Share

 The pro forma basic and diluted weighted average
shares outstanding are as follows:

 (in 000's)
 For the Three

 Months Ended

 March 31, 2026
 For the Three

 Months Ended

 March 31, 2025
 For the

Year Ended

 December 31, 2025

 Numerator

 Pro forma net income (loss)
 $ 319
 $ (328 )
 $ 75

 Special dividend on common stock
 -
 -
 (120 )

 Dividend equivalents on unvested Rocket share-based awards
 -
 -
 (27 )

 Pro forma net income attributable to common shareholders
 $ 319
 $ (328 )
 $ (72 )

 Denominator(1)

 Historical Rocket weighted average shares outstanding-basic
 2,828,455,368
 147,717,296
 1,322,362,708

 Assumed pro forma conversion of Class D shares
 -
 1,848,879,483
 911,776,183

 Shares of Class A common stock issued to Redfin stockholders (2)
 -
 103,391,679
 51,695,840

 Shares of Class A common stock issued to Mr. Cooper stockholders (3)
 -
 705,205,413
 528,904,060

 Pro Forma Weighted average shares of common stock outstanding - basic
 2,828,455,368
 2,805,193,871
 2,814,738,791

 Rocket weighted average shares outstanding-diluted
 2,828,455,368
 147,717,296
 1,322,362,708

 Assumed pro forma conversion of Class D shares
 -
 1,848,879,483
 911,776,183

 Rocket dilutive share-based awards
 18,519,374
 5,339,600
 -

 Shares of Class A common stock issued to Redfin stockholders (2)
 -
 103,391,679
 51,695,840

 Shares of Class A common stock to Mr. Cooper stockholders (3)
 -
 705,205,413
 528,904,060

 Pro Forma Weighted average shares of common stock outstanding - diluted
 2,846,974,742
 2,810,533,471
 2,814,738,791

 Pro forma net income per share of common stock outstanding - basic
 $ 0.11
 $ (0.12 )
 $ (0.03 )

 Pro forma net income per share of common stock outstanding - diluted
 $ 0.11
 $ (0.12 )
 $ (0.03 )

 (1) Class A common stock and Class L common stock are presented as a single class of common stock for calculating pro forma
EPS as both the Class A common stock and Class L common stock share equally in dividends and residual net assets on a per share
basis.

 (2) Shares issued in connection with the Redfin Merger have been adjusted to give pro forma effect as if the transaction had occurred
on January 1, 2025.

 (3) Shares issued in connection with the Mr. Cooper Mergers have been adjusted to give pro forma effect as if the transaction had
occurred on January 1, 2025.

 16

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