Rocket Companies, Inc.
76.45%
1,608,089,722
1805284
77311W101
Jun 29, 2025
Jul 8, 2025, 09:06 PM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Daniel Gilbert | Individual | 76.45% | 1,608,089,722 | 996,832,276 | 611,257,446 |
| Jennifer Gilbert | Individual | 14.93% | 314,055,385 | 314,055,385 | 0 |
| Daniel Gilbert Trust #1 u/a/d 8/23/16 | Other | 6.67% | 140,215,280 | 140,215,280 | 0 |
Disclosure Items (7)
Class A common stock, $0.00001 par value
Rocket Companies, Inc.
1050 Woodward Avenue, Detroit, MI, 48226
This statement is filed jointly by the following Reporting Persons: 1. Daniel Gilbert 2. Daniel Gilbert Trust #1 u/a/d 8/23/16 3. Jennifer Gilbert The Reporting Persons are making this single, joint filing, pursuant to a joint filing agreement in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, which is filed as Exhibit 6 hereto.
The address of the principal business and principal office of each of the Reporting Persons is 1074 Woodward Avenue, Detroit, MI 48226.
Daniel Gilbert is the Chairman of the board of directors (the "Board") of the Issuer. Jennifer Gilbert is a member of the Board. For the above Reporting Persons, the address of the principal business and principal office at which such employment is conducted is 1074 Woodward Avenue, Detroit, MI 48226. The Daniel Gilbert Trust #1 u/a/d 8/23/16 is organized under the laws of Michigan. The trust is for the benefit of Daniel Gilbert.
During the past five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each individual Reporting Person is a citizen of the United States of America. The Daniel Gilbert Trust #1 u/a/d 8/23/16 is a trust organized under the laws of Michigan.
The response to Item 4 of this Schedule 13D is incorporated herein by reference.
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentages of shares of Class A Common Stock beneficially owned by the Reporting Persons, which information is incorporated herein by reference. References to percentage ownership of Class A Common Stock in this Schedule 13D are based on (i) 151,272,632 shares of Class A Common Stock outstanding as of May 2, 2025, as reported by the Issuer in its publicly filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, (ii) 1,848,879,455 shares of Class A Common Stock issuable upon conversion of 1,848,879,455 shares of Class L Common Stock and (iii) 103,391,679 shares of Class A Common Stock issued to the stockholders of Redfin Corporation in connection with the acquisition of Redfin Corporation by the Issuer on July 1, 2025, as reported by the Issuer in its publicly filed Current Report on Form 8-K on July 1, 2025.
See rows (7) through (10) and the Comments of the cover pages to this Schedule 13D for the number of shares of Class A Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition, which information is incorporated herein by reference.
Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transaction in the Class A Common Stock in the 60 days prior to filing this Schedule 13D.
Not applicable.
Not applicable.
Item 4 above summarizes certain provisions of the Transaction Agreement and is incorporated herein by reference. Registration Rights Agreement Prior to the consummation of the Issuer's initial public offering on August 5, 2020, the Issuer entered into a registration rights agreement (the "Registration Rights Agreement") with RHI, Daniel Gilbert and certain of his affiliates (each, a "Registration Party"), pursuant to which each Registration Party is entitled to demand the registration of the sale of certain or all shares of Class A Common Stock that it beneficially owns. The Registration Rights Agreement was not affected by the Up-C Collapse. The Registration Rights Agreement is filed as Exhibit 2 hereto and is incorporated herein by reference. Letter Agreement On June 30, 2025, the Issuer and Daniel Gilbert entered into a letter agreement pursuant to which (i) Daniel Gilbert will retain certain information rights contained in the Exchange Agreement, dated as of August 5, 2020, by and among the Issuer, RHI, Daniel Gilbert and Holdings LP, which was retroactively terminated effective as of March 9, 2025 as part of the Up-C Collapse, and (ii) the Issuer will not amend the provisions of its certificate of incorporation renouncing corporate opportunities without prior written consent of RHI II as long as any equityholder of RHI II holds any shares of the Issuer's common stock. The Letter Agreement is filed as Exhibit 3 hereto and is incorporated herein by reference. Irrevocable Proxy and Power of Attorney On June 30, 2025, Daniel Gilbert and Jennifer Gilbert entered into an Irrevocable Proxy and Power of Attorney that grants Daniel Gilbert, and divests from Jennifer Gilbert, sole and full voting power over any shares of common stock of the Issuer for which Jennifer Gilbert has beneficial ownership within the meaning of Rule 13d-3 under the Exchange Act of 1934. The Irrevocable Proxy and Power of Attorney is filed as Exhibit 4 hereto and is incorporated herein by reference. Voting Agreements Daniel Gilbert has entered into voting agreements, each substantially in the form attached hereto as Exhibit 5 (the "Voting Agreements"), with each of William Banfield, Brian Brown, David Carroll, Jeffrey Eisenshtadt, Rob Kramer, Heather Lovier, Todd Lunsford, Richard Mandell, Jeff Morganroth, Matthew Rizik, Robert Walters, the Lindsay Gross Revocable Living Trust u/a/d 6/21/05, and the William C. Emerson Trust, who each received shares of Class L Common Stock as consideration for their RHI Shares in the Up-C Collapse. Pursuant to the Voting Agreements, each of the above Reporting Persons has agreed to vote their shares of Class L Common Stock in the same manner as Daniel Gilbert and, if requested by Daniel Gilbert, grant him a proxy over their shares of Class L Common Stock as specified in the applicable Voting Agreement. The Form of Voting Agreement is filed as Exhibit 5 hereto and is incorporated herein by reference. Except as set forth herein, none of the Reporting Persons have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Exhibit 1 - Transaction Agreement, dated as of March 9, 2025, by and among Rocket Companies, Inc., Rock Holdings Inc., Eclipse Sub, Inc., Rocket GP, LLC, Daniel Gilbert and RHI II, LLC. Exhibit 2 - Registration Rights Agreement, dated as of August 5, 2020, by and among Rocket Companies, Inc., Rock Holdings, Inc., Daniel Gilbert and certain other affiliates of Daniel Gilbert. Exhibit 3 - Letter Agreement, dated as of June 30, 2025, between Rocket Companies, Inc. and Daniel Gilbert. Exhibit 4 - Irrevocable Proxy and Power of Attorney, dated as of June 30, 2025, between Daniel Gilbert and Jennifer Gilbert. Exhibit 5 - Form of Voting Agreement. Exhibit 6 - Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.