Exhibit 99.1

Redfin Corporation

Quarterly Financial Statements

For the Quarter Ended June 30, 2025

Table of Contents


	Page
Financial Statements (unaudited)	2
Consolidated Balance Sheets	2
Consolidated Statements of Comprehensive Loss	3
Consolidated Statements of Cash Flows	4
Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit	6
Index to Notes to Consolidated Financial Statements	8

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Redfin Corporation and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share and per share amounts, unaudited)

	June 30, 2025			December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	173,423		$	124,743
Restricted cash		136			229
Accounts receivable, net of allowances for credit losses of $4,980 and $4,571		47,578			48,730
Loans held for sale		164,900			152,426
Prepaid expenses		24,648			26,853
Other current assets		29,185			22,457
Total current assets		439,870			375,438
Property and equipment, net		37,323			41,302
Right-of-use assets, net		20,093			23,713
Mortgage servicing rights, at fair value		2,494			2,736
Goodwill		461,349			461,349
Intangible assets, net		44,328			99,543
Contract asset, noncurrent		35,711			—
Other assets, noncurrent		7,507			8,376
Total assets	$	1,048,675		$	1,012,457
Liabilities and stockholders' deficit
Current liabilities
Accounts payable	$	27,163		$	16,847
Accrued and other liabilities		126,090			82,709
Warehouse credit facilities		158,239			146,629
Convertible senior notes, net		73,669			73,516
Lease liabilities		12,483			12,862
Total current liabilities		397,644			332,563
Lease liabilities, noncurrent		15,320			19,855
Convertible senior notes, net, noncurrent		499,671			498,691
Term loan		242,654			243,344
Deferred revenue, noncurrent		72,321			—
Deferred tax liabilities		756			672
Total liabilities		1,228,366			1,095,125
Commitments and contingencies (Note 5)
Stockholders’ deficit
Common stock—par value $0.001 per share; 500,000,000 shares authorized; 130,446,226 and 126,389,290 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		130			126
Additional paid-in capital		939,401			905,506
Accumulated other comprehensive loss		(204	)		(166	)
Accumulated deficit		(1,119,018	)		(988,134	)
Total stockholders’ deficit		(179,691	)		(82,668	)
Total liabilities and stockholders’ deficit	$	1,048,675		$	1,012,457

See Notes to the consolidated financial statements.

Redfin Corporation and Subsidiaries

Consolidated Statements of Comprehensive Loss

(in thousands, except share and per share amounts, unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue	$	280,496		$	295,203		$	501,523		$	520,682
Cost of revenue		177,982			185,617			328,375			340,284
Gross profit		102,514			109,586			173,148			180,398
Operating expenses
Technology and development		38,329			42,215			77,816			88,644
Marketing		48,017			40,260			87,282			65,138
General and administrative		41,921			54,705			98,389			122,578
Restructuring and reorganization		6,319			1,334			27,248			2,223
Total operating expenses		134,586			138,514			290,735			278,583
Loss from operations		(32,072	)		(28,928	)		(117,587	)		(98,185	)
Interest income		1,469			1,461			2,588			3,293
Interest expense		(7,738	)		(6,086	)		(15,521	)		(10,960	)
Income tax (expense) benefit		47			(559	)		(208	)		(387	)
Gain on extinguishment of convertible senior notes		—			6,314			—			12,000
Other expense, net		(71	)		(82	)		(156	)		(415	)
Net loss	$	(38,365	)	$	(27,880	)	$	(130,884	)	$	(94,654	)

Dividends on convertible preferred stock	$	—		$	(191	)	$	—		$	(424	)

Net loss attributable to common stock—basic and diluted	$	(38,365	)	$	(28,071	)	$	(130,884	)	$	(95,078	)
Net loss per share attributable to common stock—basic and diluted	$	(0.30	)	$	(0.23	)	$	(1.02	)	$	(0.80	)
Weighted-average shares to compute net loss per share attributable to common stock—basic and diluted		128,887,946			120,393,897			128,032,924			119,379,082

Net loss	$	(38,365	)	$	(27,880	)	$	(130,884	)	$	(94,654	)
Other comprehensive income
Foreign currency translation adjustments		(15	)		1			(38	)		(2	)
Unrealized gain on available-for-sale debt securities		—			—			—			40
Comprehensive loss	$	(38,380	)	$	(27,879	)	$	(130,922	)	$	(94,616	)

See Notes to the consolidated financial statements.

Redfin Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands, unaudited)

	Six Months Ended June 30,
	2025			2024
Operating Activities
Net loss	$	(130,884	)	$	(94,654	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		15,428			23,855
Stock-based compensation		29,699			35,640
Contract asset amortization		3,792			—
Amortization of debt discount and issuance costs		1,693			1,372
Non-cash lease expense		5,204			6,164
Impairment costs		—			—
Net gain on IRLCs, forward sales commitments, and loans held for sale		(1,433	)		(2,196	)
Change in fair value of mortgage servicing rights, net		184			(944	)
Gain on extinguishment of convertible senior notes		—			(12,000	)
Other		4,489			380
Change in assets and liabilities:
Accounts receivable, net		1,152			(23,928	)
Inventory		—			—
Prepaid expenses and other assets		5,286			2,100
Accounts payable		10,290			1,135
Accrued and other liabilities and deferred tax liabilities		22,380			35,360
Deferred revenue		92,321			—
Lease liabilities		(6,969	)		(8,116	)
Origination of mortgage servicing rights		(38	)		(84	)
Proceeds from sale of mortgage servicing rights		96			30,503
Origination of loans held for sale		(1,700,794	)		(1,989,240	)
Proceeds from sale of loans originated as held for sale		1,690,039			1,940,725
Net cash provided by (used in) operating activities		41,935			(53,928	)
Investing activities
Purchases of property and equipment		(6,266	)		(6,795	)
Purchases of investments		—			—
Sales of investments		—			39,225
Maturities of investments		—			6,395
Cash paid for acquisition, net of cash, cash equivalents, and restricted cash acquired		—			—
Net cash (used in) provided by investing activities		(6,266	)		38,825
Financing activities
Proceeds from the issuance of common stock pursuant to employee equity plans		3,986			2,158
Tax payments related to net share settlements on restricted stock units		(1,390	)		(940	)
Borrowings from warehouse credit facilities		1,714,840			1,987,822
Repayments to warehouse credit facilities		(1,703,230	)		(1,937,227	)
Principal payments under finance lease obligations		—			(46	)
Repurchases of convertible senior notes		—			(106,953	)
Repayment of term loan principal		(1,250	)		(938	)
Payments of debt issuance costs		—			(2,203	)
Proceeds from term loan		—			125,000
Net cash provided by (used in) financing activities		12,956			66,673
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(38	)		(2	)
Net change in cash, cash equivalents, and restricted cash		48,587			51,568
Cash, cash equivalents, and restricted cash:
Beginning of period⁽¹⁾		124,972			151,000
End of period⁽²⁾	$	173,559		$	202,568

Supplemental disclosure of cash flow information
Cash paid for interest	$	18,749		$	13,417
Non-cash transactions
Stock-based compensation capitalized in property and equipment		1,605			2,263
Property and equipment additions in accounts payable and accrued liabilities		(23	)		23
Leasehold improvements paid directly by lessor		481			—
Recharacterization from intangible assets, net to other current assets and contract asset, noncurrent		49,378			—

(1) Cash, cash equivalents, and restricted cash consisted of the following (beginning of period):

	As of December 31,
	2024		2023
Cash and cash equivalents	$	124,743	$	149,759
Restricted cash		229		1,241
Total cash, cash equivalents, and restricted cash		124,972		151,000

(2) Cash, cash equivalents, and restricted cash consisted of the following (end of period):

	As of June 30,
	2025		2024
Cash and cash equivalents	$	173,423	$	201,812
Restricted cash		136		756
Total cash, cash equivalents, and restricted cash		173,559		202,568

See Notes to the consolidated financial statements.

Redfin Corporation and Subsidiaries

Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit

(in thousands, except share amounts, unaudited)

	Series A Convertible Preferred Stock				Common Stock					Additional			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares			Amount		Paid-in Capital			Deficit			Loss			Deficit
Balance, March 31, 2025		—	$	—		128,022,988		$	128	$	922,728		$	(1,080,653	)	$	(189	)	$	(157,986	)
Issuance of common stock pursuant to employee stock purchase program		—		—		285,955			—		1,893			—			—			1,893
Issuance of common stock pursuant to exercise of stock options		—		—		30,850			—		257			—			—			257
Issuance of common stock pursuant to settlement of restricted stock units		—		—		2,204,265			2		(2	)		—			—			—
Common stock surrendered for employees' tax liability upon settlement of restricted stock units		—		—		(97,832	)		—		(669	)		—			—			(669	)
Stock-based compensation		—		—		—			—		15,194			—			—			15,194
Other comprehensive loss		—		—		—			—		—			—			(15	)		(15	)
Net loss		—		—		—			—		—			(38,365	)		—			(38,365	)
Balance, June 30, 2025		—	$	—		130,446,226		$	130	$	939,401		$	(1,119,018	)	$	(204	)	$	(179,691	)

Balance, March 31, 2024		40,000	$	39,970		119,440,241		$	119	$	844,383		$	(890,107	)	$	(145	)	$	(45,750	)
Issuance of convertible preferred stock, net		—		11		—			—		—			—			—			—
Issuance of common stock as dividend on convertible preferred stock		—		—		30,640			—		—			—			—			—
Issuance of common stock pursuant to employee stock purchase program		—		—		386,301			—		1,974			—			—			1,974
Issuance of common stock pursuant to exercise of stock options		—		—		14,215			—		91			—			—			91
Issuance of common stock pursuant to settlement of restricted stock units		—		—		1,930,743			3		(3	)		—			—			—
Common stock surrendered for employees' tax liability upon settlement of restricted stock units		—		—		(58,520	)		—		(411	)		—			—			(411	)
Stock-based compensation		—		—		—			—		19,229			—			—			19,229
Other comprehensive income		—		—		—			—		—			—			1			1
Net loss		—		—		—			—		—			(27,880	)		—			(27,880	)
Balance, June 30, 2024		40,000	$	39,981		121,743,620		$	122	$	865,263		$	(917,987	)	$	(144	)	$	(52,746	)

	Series A Convertible Preferred Stock			Common Stock					Additional			Accumulated			Accumulated Other Comprehensive			Total Stockholders
	Shares	Amount		Shares			Amount		Paid-in Capital			Deficit			Loss			Deficit
Balance, December 31, 2024	—	$	—		126,389,289		$	126	$	905,506		$	(988,134	)	$	(166	)	$	(82,668	)
Issuance of convertible preferred stock, net	—		—		—			—		—			—			—			—
Issuance of common stock as dividend on convertible preferred stock	—		—		—			—		—			—			—			—
Issuance of common stock pursuant to employee stock purchase program	—		—		285,955			—		1,893			—			—			1,893
Issuance of common stock pursuant to exercise of stock options	—		—		271,715			—		2,092			—			—			2,092
Issuance of common stock pursuant to settlement of restricted stock units	—		—		3,680,906			4		(4	)		—			—			—
Common stock surrendered for employees' tax liability upon settlement of restricted stock units	—		—		(181,639	)		—		(1,389	)		—			—			(1,389	)
Stock-based compensation	—		—		—			—		31,303			—			—			31,303
Other comprehensive income	—		—		—			—		—			—			(38	)		(38	)
Net loss	—		—		—			—		—			(130,884	)		—			(130,884	)
Balance, June 30, 2025	—	$	—		130,446,226		$	130	$	939,401		$	(1,119,018	)	$	(204	)	$	(179,691	)

Balance, December 31, 2023	40,000	$	39,959		117,372,171		$	117	$	826,146		$	(823,333	)	$	(182	)	$	2,748
Issuance of convertible preferred stock, net	—		22		—			—		—			—			—			—
Issuance of common stock as dividend on convertible preferred stock	—		—		61,280			—		—			—			—			—
Issuance of common stock pursuant to employee stock purchase program	—		—		386,301			—		1,974			—			—			1,974
Issuance of common stock pursuant to exercise of stock options	—		—		29,548			—		185			—			—			185
Issuance of common stock pursuant to settlement of restricted stock units	—		—		4,030,126			5		(5	)		—			—			—
Common stock surrendered for employees' tax liability upon settlement of restricted stock units	—		—		(135,806	)		—		(940	)		—			—			(940	)
Stock-based compensation	—		—		—			—		37,903			—			—			37,903
Other comprehensive income	—		—		—			—		—			—			38			38
Net loss	—		—		—			—		—			(94,654	)		—			(94,654	)
Balance, June 30, 2024	40,000	$	39,981		121,743,620		$	122	$	865,263		$	(917,987	)	$	(144	)	$	(52,746	)

See Notes to the consolidated financial statements.

Index to Notes to Consolidated Financial Statements (unaudited)

Note 1:	Summary of Accounting Policies	9
Note 2:	Financial Instruments	12
Note 3:	Property and Equipment	15
Note 4:	Leases	16
Note 5:	Commitments and Contingencies	17
Note 6:	Acquired Intangible Assets and Goodwill	19
Note 7:	Accrued and Other Liabilities	19
Note 8:	Equity and Equity Compensation Plans	19
Note 9:	Net Loss per Share Attributable to Common Stock	22
Note 10:	Income Taxes	23
Note 11:	Debt	24
Note 12:	Subsequent Events	27

Redfin Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts, unaudited)

Note 1: Summary of Accounting Policies

Transaction with Rocket Companies—On March 9, 2025 we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rocket Companies, Inc. ("Rocket"), and Neptune Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Rocket ("Merger Sub"). The Merger Agreement provides for the merger of Merger Sub with and into us, with us continuing as the surviving corporation and as a direct wholly owned subsidiary of Rocket (the "Merger").The Merger was successfully completed on July 1, 2025.

Under the terms of the Merger Agreement, all of our issued and outstanding shares of common stock, par value $0.001 per share were converted into the right to receive 0.7926 shares of Rocket's Class A common stock, par value $0.00001 per share (the "Rocket Stock") and the cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes.

The Merger Agreement contains customary representations, warranties, and covenants. The consummation of the Merger was conditioned on the receipt of the approval of our stockholders, as well as the satisfaction of other customary closing conditions, including domestic and foreign regulatory approvals and performance in all material respects by each party of its obligations under the Merger Agreement. Consummation of the Merger was not subject to a financing condition. Following the consummation of the Merger, we ceased to be a publicly traded company and our common stock was delisted from the Nasdaq Global Select Market.

Other than transaction expenses associated with the Merger of $11,571 recorded in general and administrative expense in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2025, the terms of the Merger Agreement did not impact our condensed consolidated financial statements.

Zillow Partnership—On February 6, 2025, we entered into a Content License Agreement and Partnership Agreement with Zillow, Inc. ("Zillow"). Under the Content License Agreement, Zillow will become the exclusive provider of multifamily rental property listings with more than 25 units ("Rental Listings") on our websites, including Redfin.com, Rent.com, and ApartmentGuide.com. The Content License Agreement has an initial five-year term beginning on the date Zillow's Rental Listings first become viewable on Zillow and Redfin websites, with automatic renewal options for two additional two-year terms unless terminated with twelve months' notice prior to the end of the current term.

Under the Content License Agreement, we will allow Zillow to display their properties on our websites. Zillow will send us their property content through a data feed. When visitors to our websites show interest in Zillow provided property content, we will send these potential customer leads to Zillow through an application programming interface. We have agreed to meet certain minimum thresholds for delivering these leads. Zillow will pay us for each valid potential customer we send them. The payment rates will vary depending on the type of property. Zillow has guaranteed us a minimum payment of $75,000 for our lead generation services for the first twelve months after the official transition date, which is July 31, 2025. Lead generation activities under this agreement commenced in the second quarter of 2025.

Under the Partnership Agreement, in February 2025, we also received an upfront payment of $100,000 from Zillow, which is separate from the lead-generated revenue we will receive for leads delivered under the Content License Agreement.

In connection with this agreement, we plan to restructure our rentals business between February and July 2025, primarily through the elimination of certain employee roles within or supporting the rentals business, which is expected to impact approximately 450 employees. We recorded $24,061 in restructuring and reorganization expense in our consolidated statement of comprehensive loss primarily related to employee costs, impairment of property and equipment, and write-offs of customer accounts receivable in the six months ended June 30, 2025. We do not expect any further restructuring charges related to this activity. The details of the restructuring costs were as follows:

Restructuring and reorganization charges	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Employee costs	$	3,813	$	15,851
Impairment of property and equipment and prepaid expenses		—		4,352
Write-off of accounts receivable		1,375		3,858
	$	5,188	$	24,061

Zillow Partnership Revenue Recognition—We determined that the Content License Agreement and Partnership Agreement should be combined and accounted for as a single contract under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. The combined contract contains a single performance obligation composed of interdependent and interconnected obligations to provide content license and lead generation services to Zillow.

The transaction price includes two variable components. The $100,000 upfront payment received under the Partnership Agreement is recognized as deferred revenue initially and will be recognized on a straight-line basis over the five-year initial contract term, which approximates the pattern of satisfaction of our performance obligation. We do not believe it is probable that a significant reversal in the amount of the upfront payment and its related revenue recognized will occur. The variable consideration related to the per-lead fees will be recognized over time based on the actual number of leads generated, which began in the second quarter of 2025. We believe the minimum payment guarantee is intended to act as a protective measure only based on our historical traffic and website performance. As such, we do not consider it to represent a substantive minimum nor have any impact on revenue recognition patterns.

Zillow Partnership Contract Fulfillment Costs—The customer relationships acquired as part of our 2021 acquisition of Rent., which were previously recorded in intangible assets, net in our consolidated balance sheets and that are being used to satisfy and fulfill the Partnership Agreement, have been recharacterized as costs to fulfill a contract under ASC 340-40, Other Assets and Deferred Costs. These costs relate directly to the contract, generate resources that will be used in satisfying performance obligations in the future, and are expected to be recovered through the upfront payment and per-lead fees.

These contract fulfillment costs are being amortized over time on a straight-line basis over the initial five-year contract term, which is the period over which the asset is expected to provide economic benefit. We assess these assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

We amortized the customer relationships, recorded in intangible assets, net in our consolidated balance sheets, through the date of the Partnership Agreement with Zillow. Upon the commencement of the Partnership Agreement with Zillow and receipt of the $100,000 upfront payment, we recharacterized the related customer relationships to a contract asset and recorded deferred revenue. For the six months ended June 30, 2025, contract asset amortization is recorded within cost of revenue, and we recognized a portion of the revenue of the upfront payment that was deferred and it is recorded within revenue in our consolidated statements of comprehensive loss. The initial recognition of deferred revenue, contract asset, and recharacterization of our customer relationships related to the Zillow Partnership were as follows:

Description	Financial Statement Line Item	Period Ended December 31, 2024		Initial recognition and recharacterization of intangible assets, contract assets, and deferred revenue			Period Ended June 30, 2025
Contract assets
Contract fulfillment costs	Other current assets		N/A	$	9,876		$	9,876
Contract fulfillment costs	Contract asset, noncurrent		N/A		39,502			35,711
Customer relationships	Intangible assets, net		50,313		(49,378	)		—
Total		$	50,313	$	—		$	45,587
Deferred revenue ($100,000 receipt of cash)
Deferred revenue	Accrued and other liabilities		N/A	$	20,000		$	20,000
Deferred revenue	Deferred revenue, noncurrent		N/A		80,000			72,321
Total				$	100,000		$	92,321

Basis of Presentation—The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

The financial information as of December 31, 2024 that is included herein is derived from the audited consolidated financial statements and notes for the year ended December 31, 2024 included in Item 8 in our annual report for the year ended December 31, 2024. Such financial information should be read in conjunction with the notes of the consolidated financial statements included in our annual report.

The unaudited consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of June 30, 2025, our statements of comprehensive loss, and statements of changes in mezzanine equity and stockholders’ (deficit) equity for the three and six months ended June 30, 2025 and 2024, as well as our statements of cash flows for the six months ended June 30, 2025 and 2024. The results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any interim period or for any other future year.

Principles of Consolidation—The unaudited consolidated interim financial statements include the accounts of Redfin Corporation and our wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.

Use of Estimates—The preparation of consolidated financial statements, in conformity with GAAP, requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the respective periods. Our estimates include, but are not limited to, valuation of deferred income taxes, stock-based compensation, capitalization of website and software development costs, the incremental borrowing rate for the determination of the present value of lease payments, recoverability of intangible assets with finite lives, fair value of our mortgage loans held for sale (“LHFS”) and mortgage servicing rights, estimated useful life of intangible assets, fair value of reporting units for purposes of allocating and evaluating goodwill for impairment, and current expected credit losses on certain financial assets. The amounts ultimately realized from the affected assets or ultimately recognized as liabilities will depend on, among other factors, general business conditions and could differ materially in the near term from the carrying amounts reflected in the consolidated financial statements.

Recently Adopted Accounting Pronouncements—None.

Recently Issued Accounting Pronouncements—In December 2023, the FASB issued authoritative guidance under ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures. The ASU enhances annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s worldwide operations. The two primary enhancements disaggregate existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the potential impact of the guidance on our financial statement disclosures.

Note 2: Financial Instruments

Derivatives

Our primary market exposure is to interest rate risk, specifically U.S. treasury and mortgage interest rates, due to their impact on mortgage-related assets and commitments. We use forward sales commitments on whole loans and mortgage-backed securities to manage and reduce this risk. We do not have any derivative instruments designated as hedging instruments.

Forward Sales Commitments—We are exposed to interest rate and price risk on loans held for sale from the funding date until the date the loan is sold. Forward sales commitments on whole loans and mortgage-backed securities are used to fix the forward sales price that will be realized at the sale of each loan.

Interest Rate Lock Commitments—Interest rate lock commitments ("IRLCs") represent an agreement to extend credit to a mortgage loan applicant. We commit (subject to loan approval) to fund the loan at the specified rate, regardless of changes in market interest rates between the commitment date and the funding date. Outstanding IRLCs are subject to interest rate risk and related price risk during the period from the date of commitment through the loan funding date or expiration date. Loan commitments generally range between 30 and 90 days and the borrower is not obligated to obtain the loan. Therefore, IRLCs are subject to fallout risk, which occurs when approved borrowers choose not to close on the underlying loans. We review our commitment-to-closing ratio ("pull-through rate") as part of an estimate of the number of mortgage loans that will fund according to the IRLCs.

The notional amounts of our forward sales commitments and IRLCs were as follows:

Instrument	June 30, 2025		December 31, 2024
Forward sales commitments	$	266,756	$	270,050
IRLCs		184,767		197,336

The locations and amounts of gains (losses) recognized in income related to our derivatives were as follows:

		Three Months Ended June 30,						Six Months Ended June 30,
Instrument	Classification	2025			2024			2025			2024
Forward sales commitments	Revenue	$	(705	)	$	(470	)	$	(2,229	)	$	1,936
IRLCs	Revenue		(1,163	)		(2,624	)		1,944			(99	)

Fair Value of Financial Instruments

A summary of assets and liabilities related to our financial instruments, measured at fair value on a recurring basis and as reflected in our consolidated balance sheets, is set forth below:

	Balance at June 30, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash equivalents
Money market funds	$	119,815	$	119,815	$	—	$	—
Total cash equivalents		119,815		119,815		—		—
Loans held for sale		164,900		—		164,900		—
Other current assets
Forward sales commitments		265		—		265		—
IRLCs		4,958		—		—		4,958
Total other current assets		5,223		—		265		4,958
Mortgage servicing rights, at fair value		2,494		—		—		2,494
Total assets	$	292,432	$	119,815	$	165,165	$	7,452
Liabilities
Accrued liabilities
Forward sales commitments	$	1,807	$	—	$	1,807	$	—
IRLCs		151		—		—		151
Total liabilities	$	1,958	$	—	$	1,807	$	151

	Balance at December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash equivalents
Money market funds	$	65,599	$	65,599	$	—	$	—
Total cash equivalents		65,599		65,599		—		—
Loans held for sale		152,426		—		152,426		—
Other current assets
Forward sales commitments		1,063		—		1,063		—
IRLCs		3,359		—		—		3,359
Total other current assets		4,422		—		1,063		3,359
Mortgage servicing rights, at fair value		2,736		—		—		2,736
Total assets	$	225,183	$	65,599	$	153,489	$	6,095
Liabilities
Accrued liabilities
Forward sales commitments	$	377	$	—	$	377	$	—
IRLCs		496		—		—		496
Total liabilities	$	873	$	—	$	377	$	496

There were no transfers into or out of Level 3 financial instruments during the periods presented.

The significant unobservable input used in the fair value measurement of IRLCs is the pull-through rate. Significant changes in the input could result in a significant change in fair value measurement.

The following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs and Mortgage Servicing Rights (“MSRs”):

		June 30, 2025					December 31, 2024
Key Inputs	Valuation Technique	Range		Weighted- Average			Range		Weighted- Average
IRLCs
Pull-through rate	Market pricing		68.4% - 98.1%		86.2	%		74.2% - 100.0%		92.4	%
MSRs
Prepayment speed	Discounted cash flow		6.0% - 29.0%		8.3	%		6.0% - 23.0%		8.0	%
Default rates	Discounted cash flow		0.1% - 1.1%		0.5	%		0.1% - 1.2%		0.2	%
Discount rate	Discounted cash flow		9.5% - 17.5%		9.8	%		10.0% - 18.0%		10.3	%

The following is a summary of changes in the fair value of IRLCs:

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Balance, net—beginning of period	$	5,970		$	6,977		$	2,863		$	4,453
Issuances of IRLCs		12,109			13,262			25,945			29,324
Settlements of IRLCs		(14,636	)		(14,670	)		(26,287	)		(29,409	)
Fair value changes recognized in earnings		1,364			(1,216	)		2,286			(15	)
Balance, net—end of period	$	4,807		$	4,353		$	4,807		$	4,353

The following is a summary of changes in the fair value of MSRs:

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Balance—beginning of period	$	2,614		$	32,328		$	2,736		$	32,171
MSRs originated		6			23			38			84
MSRs sales		(51	)		(30,234	)		(96	)		(30,503	)
Fair value changes recognized in earnings		(75	)		578			(184	)		943
Balance, net—end of period	$	2,494		$	2,695		$	2,494		$	2,695

The following table presents the estimated fair values of our convertible senior notes that are not recorded at fair value on our consolidated balance sheets:

	June 30, 2025		December 31, 2024
2025 notes	$	72,291	$	69,933
2027 notes		453,792		388,594

The estimated fair value of our convertible senior notes is based on the closing trading price of the notes on the last day of trading for the period and is classified as Level 2 within the fair value hierarchy due to the limited trading activity of the notes. See Note 10 for additional details on our convertible senior notes.

Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis include items such as property and equipment, goodwill and other intangible assets, and other assets. These assets are remeasured at fair value if determined to be impaired.

The cost or amortized cost, gross unrealized gains and losses, and estimated fair market value of our cash, money market funds, and restricted cash were as follows:

	June 30, 2025
	Fair Value Hierarchy	Cost or Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value		Cash, Cash Equivalents, and Restricted Cash
Cash	N/A	$	53,608	$	—	$	—	$	53,608	$	53,608
Money markets funds	Level 1		119,815		—		—		119,815		119,815
Restricted cash	N/A		136		—		—		136		136
Total		$	173,559	$	—	$	—	$	173,559	$	173,559

	December 31, 2024
	Fair Value Hierarchy	Cost or Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value		Cash, Cash Equivalents, and Restricted Cash
Cash	N/A	$	59,144	$	—	$	—	$	59,144	$	59,144
Money markets funds	Level 1		65,599		—		—		65,599		65,599
Restricted cash	N/A		229		—		—		229		229
Total		$	124,972	$	—	$	—	$	124,972	$	124,972

As of June 30, 2025 and December 31, 2024, we do not have any investments.

Note 3: Property and Equipment

The components of property and equipment were as follows:

	Useful Lives (Years)		June 30, 2025			December 31, 2024
Leasehold improvements		Shorter of lease term or economic life	$	25,569		$	25,195
Website and software development costs		3 - 5		87,951			88,948
Computer and office equipment		3 - 5		13,716			14,032
Software		3		1,607			1,607
Furniture		7		6,224			6,688
Property and equipment, gross				135,067			136,470
Accumulated depreciation and amortization				(102,143	)		(99,679	)
Construction in progress				4,399			4,511
Property and equipment, net			$	37,323		$	41,302

The following table summarizes depreciation and amortization and capitalized software development costs:

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Depreciation and amortization for property and equipment	$	4,787	$	4,752	$	9,591	$	9,403
Capitalized software development costs, including stock-based compensation		3,195		4,015		6,211		8,565

Note 4: Leases

We lease office space under noncancelable operating leases with original terms ranging from one to 11 years, and prior to September 30, 2024, vehicles under noncancelable finance leases with terms of four years. Generally, the operating leases require a fixed minimum rent with contractual minimum rent increases over the lease term. The components of lease expense were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Lease Cost	2025			2024			2025			2024
Operating lease cost:
Operating lease cost (cost of revenue)	$	1,712		$	2,212		$	3,466		$	4,589
Operating lease cost (operating expenses)		1,202			1,213			2,407			2,429
Short-term lease cost		508			649			1,084			1,335
Sublease income		(292	)		(434	)		(584	)		(935	)
Total operating lease cost	$	3,130		$	3,640		$	6,373		$	7,418

Finance lease cost:
Amortization of right-of-use assets	$	—		$	23		$	—		$	48
Interest on lease liabilities		—			2			—			5
Total finance lease cost	$	—		$	25		$	—		$	53

	Operating				Total Lease Obligations
Maturity of Lease Liabilities	Lease Liabilities⁽²⁾		Other Leases		Total Lease Obligations
2025, excluding the six months ended June 30, 2025	$	6,914	$	676	$	7,590
2026		11,880		290		12,170
2027		6,695		110		6,805
2028		2,309		90		2,399
2029		1,094		93		1,187
Thereafter		488		31		519
Total lease payments	$	29,380	$	1,290	$	30,670
Less: Interest⁽¹⁾		1,577
Present value of lease liabilities	$	27,803

(1) Includes interest on operating leases of $933 due within the next twelve months.

(2) Excludes sublease income. As of June 30, 2025, we expect sublease income of approximately $347 to be received for the remainder of fiscal year 2025.

Lease Term and Discount Rate	June 30, 2025			December 31, 2024
Weighted-average remaining operating lease term (years)		2.6			2.8
Weighted-average discount rate for operating leases		4.5	%		4.5	%

	Six Months Ended June 30,
Supplemental Cash Flow Information	2025		2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	7,469	$	9,007
Operating cash flows from finance leases		—		5
Financing cash flows from finance leases		—		39
Right-of-use assets obtained in exchange for lease liabilities
Operating leases	$	2,214	$	3,192
Finance leases		—		69

Note 5: Commitments and Contingencies

Legal Proceedings

Below is a discussion of our material, pending legal proceedings. Except as otherwise indicated, given the preliminary stage of these proceedings and the claims and issues presented, we cannot estimate a range of reasonably possible losses.

In addition, we are regularly subject to claims, litigation, and other proceedings, including potential regulatory proceedings, involving employment, intellectual property, privacy and data protection, consumer protection, competition and antitrust laws, and commercial or contractual disputes, and other matters. The outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. We evaluate, on a regular basis, developments in our legal proceedings and other contingencies that could affect the amount of liability, including amounts in excess of any previous accruals and reasonably possible losses disclosed, and make adjustments and changes to our accruals and disclosures as appropriate. For the matters we disclose that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible or is immaterial, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. Until the final resolution of such matters, if any of our estimates and assumptions change or prove to have been incorrect, we may experience losses in excess of the amounts recorded, which could have a material effect on our business, consolidated financial position, results of operations, or cash flows. Except for the matters discussed below, we do not believe that any of our pending litigation, claims, and other proceedings are material to our business.

Lawsuit by David Eraker—On May 11, 2020, David Eraker, our co-founder and former chief executive officer who departed Redfin in 2006, filed a complaint through Appliance Computing III, Inc. (d/b/a Surefield) ("Surefield"), which is a company that Mr. Eraker founded and that we believe he controls, in the U.S. District Court for the Western District of Texas, Waco Division. The complaint alleged that we were infringing four patents claimed to be owned by Surefield without its authorization or license. Surefield sought an unspecified amount of damages and an injunction against us offering products and services that allegedly infringe the patents at issue. On May 17, 2022, the jury returned a verdict in our favor, finding that we did not infringe any of the asserted claims of the patents claimed to be owned by Surefield, and accordingly, we do not owe any damages to Surefield. The jury also found that all asserted claims of Surefield’s claimed patents were invalid. The court entered final judgment on August 15, 2022. On September 12, 2022, Surefield filed a motion for judgment as a matter of law and a motion for a new trial. In the motions, Surefield asserts that no jury could have found non-infringement based on the trial record, among other things. We filed oppositions to the motions on October 3, 2022 and Surefield filed replies on October 21, 2022. On October 7, 2024, the court appointed a technical advisor to assist the court with the pending post-trial motions. On February 20, 2025, the court issued an order denying Surefield’s motion for judgment as a matter of law and motion for a new trial. Surefield filed a notice of appeal on March 24, 2025. Surefield’s opening appeal brief is due on July 28, 2025.

Lawsuits Alleging Antitrust Violations—Since October 2023, a number of class action lawsuits have been filed on behalf of putative classes of home buyers and home sellers against the National Association of Realtors, local real estate associations, multiple listing services, and various residential real estate brokerages in various federal districts in the United States. Some of these lawsuits name Redfin as a defendant, including:

·      Don Gibson, et al. v. National Association of Realtors, et al., Case no. 4:23-cv-00788-SRB, filed on October 31, 2023 in United States District Court for the Western District of Missouri (the “Gibson Action”).

·      Mya Batton et al. v. Compass, Inc., et al., Case no. 1:23-cv-15618, filed on November 2, 2023 in United States District Court for the Northern District of Illinois.

·      1925 Hooper LLC, et al. v. The National Association of Realtors, et al., Case no. 1:23-cv-05392-SEG, filed on December 6, 2023 in the United States District Court for the Northern District of Georgia. This matter was dismissed with prejudice following a consent motion on November 21, 2024.

·      Daniel Umpa v. The National Association of Realtors, et al., Case no. 4:23-cv-00945-FJG, filed on December 27, 2023 in the United States District Court for the Western District of Missouri (the “Umpa Action”).

·      Nathaniel Whaley v. National Association of Realtors, et al., Case no. 2:24-cv-00105-GMN-MDC, filed on January 25, 2024 in the United States District Court for the District of Nevada.

·      Angela Boykin v. National Association of Realtors, et al., Case No. 2:24-cv-00340, filed on February 16, 2024 in the United States District Court for the District of Nevada.

·     Freedlund v. Redfin Corporation, et al., Case No. 2:24-cv-01561, filed on February 26, 2024 in the United States District Court for the Central District of California. This matter was voluntarily dismissed without prejudice on May 30, 2024.

·      Rajninder (Raven) Jutla, et al. v. Redfin Corporation, et al., Case No. 2:24-cv-00464, filed on April 1, 2024 in the United States District Court for the Eastern District of California and transferred to the United States District Court for the Western District of Washington on April 5, 2024.

These lawsuits variously allege a conspiracy to fix prices stemming from a National Association of Realtors rule, which allegedly requires brokers to make a blanket, non-negotiable offer of buyer broker compensation when listing a property on a multiple listing service. The plaintiffs generally seek injunctive relief, unspecified damages under federal antitrust law, and unspecified damages under various state laws. The Judicial Panel on Multidistrict Litigation denied a motion to consolidate some of these cases as In re Real Estate Commission Antitrust Litigation, MDL No. 3100 on April 12, 2024. At this time, except as set forth below, we are unable to predict the potential outcome of these lawsuits.

On May 3, 2024, we entered into a settlement term sheet (the “Proposed Settlement”) and on June 26, 2024, we executed a settlement agreement (the “Settlement Agreement”) to resolve, on a nationwide basis, all claims asserted in the Gibson Action and the Umpa Action, each pending in the United States District Court for the Western District of Missouri. These two cases are collectively referred to as “The Lawsuits.” The Settlement Agreement resolves all claims in the Lawsuits and similar claims on behalf of home sellers on a nationwide basis against Redfin (the “Claims”) and releases Redfin, its subsidiaries and its employees and contractors from the Claims. Neither the Proposed Settlement nor the Settlement Agreement include any admissions of liability.

Under the Settlement Agreement, Redfin paid $9,250 (the “Settlement Amount”) into a qualified settlement fund on August 26, 2024. The Settlement Amount is included in other current assets and accrued and other liabilities in our consolidated balance sheets. In the first quarter of 2024, we recorded the Settlement Amount to general and administrative in our consolidated statements of comprehensive loss. Redfin also agreed to implement or continue certain practices outlined in the Settlement Agreement.

On July 15, 2024, the United States District Court for the Western District of Missouri issued an Order Granting Preliminary Approval of the Settlement Agreement and the court entered an Order granting final approval of the Settlement Agreement on November 4, 2024. On December 3, 2024, a member of the proposed settlement class filed a notice of appeal, appealing the court’s order granting final approval of the Settlement Agreement. On December 16, 2024, additional members of the settlement class separately appealed. The appeals are currently pending before the United States Court of Appeals for the Eighth Circuit.

Lawsuit Alleging Violations of Pay Transparency Law—On July 24, 2024, Redfin was named in a putative class action lawsuit, Hancock v. Redfin, Case No. 24-2-16685-8 SEA in the Superior Court of the State of Washington, County of King. The complaint alleges Redfin failed to comply with Washington’s pay transparency law by failing to disclose the wage scale or salary range in each job posting. Plaintiff, individually and on behalf of the class seeks, (i) statutory damages of $5 to Plaintiff and each class member, (ii) costs and attorneys’ fees, (iii) preliminary and injunctive relief, (iv) declaratory relief, and (v) pre-and post-judgment interest. On September 6, 2024, the Court granted Plaintiff and Redfin’s stipulation for a stay. The action has been stayed pending a ruling by the Washington Supreme Court on whether to accept a certified question impacting the merits of this action. At this time we are unable to predict the potential outcome of this lawsuit.

Other Commitments

Our title and settlement business and our mortgage business each hold cash in escrow at third-party financial institutions on behalf of homebuyers and home sellers. As of June 30, 2025, we held $87,291 in escrow and did not record this amount on our consolidated balance sheets. We may be held contingently liable for the disposition of the cash we hold in escrow.

Note 6: Acquired Intangible Assets and Goodwill

Acquired Intangible Assets—The following table presents the gross carrying amount and accumulated amortization of intangible assets:

			June 30, 2025							December 31, 2024
	Weighted- Average Useful Lives (Years)		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Trade names		9.3	$	82,690	$	(38,362	)	$	44,328	$	82,690	$	(33,698	)	$	48,992
Developed technology		3.3		66,340		(66,340	)		—		66,340		(66,102	)		238
Customer relationships⁽¹⁾		10		860		(860	)		—		81,360		(31,047	)		50,313
Total			$	149,890	$	(105,562	)	$	44,328	$	230,390	$	(130,847	)	$	99,543

(1) A portion of our customer relationships have been recharacterized to a contract asset due to the Partnership Agreement with Zillow. See Note 1 of our consolidated financial statements for further details.

The following table presents amortization expense:

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Amortization expense	$	2,333	$	4,705	$	5,838	$	14,452

The following table presents our estimate of remaining amortization expense for intangible assets that existed as of June 30, 2025:

2025, excluding the six months ended June 30, 2025	$	5,248
2026		9,330
2027		7,000
2028		7,000
2029		7,000
Thereafter		8,750
Estimated remaining amortization expense	$	44,328

Goodwill—The following table presents the carrying amount of goodwill by reporting unit:

		Real Estate Services				Rentals				Mortgage				Total
Balance as of June 30, 2025 and December 31, 2024		$	250,231			$	159,151			$	51,967			$	461,349

Note 7: Accrued and Other Liabilities

The components of accrued and other liabilities were as follows:

	June 30, 2025		December 31, 2024
Accrued compensation and benefits	$	60,395	$	51,842
Miscellaneous accrued liabilities		29,673		15,577
Legal contingencies		9,250		9,250
Deferred revenue from Zillow Partnership		20,000		—
Customer contract liabilities		6,772		6,040
Total accrued and other liabilities	$	126,090	$	82,709

Note 8: Equity and Equity Compensation Plans

Common Stock—As of June 30, 2025 and December 31, 2024, our amended and restated certificate of incorporation authorized us to issue 500,000,000 shares of common stock with a par value of $0.001 per share.

Amended and Restated 2004 Equity Incentive Plan—We granted options under our 2004 Equity Incentive Plan, as amended (our "2004 Plan"), until July 26, 2017, when we terminated it in connection with our initial public offering. Accordingly, no shares are available for future issuance under our 2004 Plan. Our 2004 Plan continues to govern outstanding equity awards granted thereunder. The term of each stock option under the plan is no more than 10 years, and each stock option generally vests over a four-year period.

2017 Equity Incentive Plan—Our 2017 Equity Incentive Plan (our "2017 EIP") became effective on July 26, 2017, and provides for the issuance of incentive and nonqualified common stock options and restricted stock units to employees, directors, and consultants. The number of shares of common stock initially reserved for issuance under our 2017 EIP was 7,898,159. The number of shares reserved for issuance under our 2017 EIP will increase automatically on January 1 of each calendar year beginning on January 1, 2018, and continuing through January 1, 2028, by the number of shares equal to the lesser of 5% of the total outstanding shares of our common stock as of the immediately preceding December 31 or an amount determined by our board of directors. The term of each stock option and restricted stock unit under the plan will not exceed 10 years, and each award generally vests between two and four years.

We have reserved shares of common stock for future issuance under our 2017 EIP as follows:

	June 30, 2025		December 31, 2024
Stock options issued and outstanding		1,741,309		2,023,675
Restricted stock units outstanding		11,201,419		13,794,056
Shares available for future equity grants		13,585,726		8,252,747
Total shares reserved for future issuance		26,528,454		24,070,478

2017 Employee Stock Purchase Plan—Our 2017 Employee Stock Purchase Plan (our "ESPP") was approved by our board of directors on July 27, 2017 and enables eligible employees to purchase shares of our common stock at a discount. Purchases will be accomplished through participation in discrete offering periods. We initially reserved 1,600,000 shares of common stock for issuance under our ESPP. The number of shares reserved for issuance under our ESPP will increase automatically on January 1 of each calendar year beginning after the first offering date and continuing through January 1, 2028, by the number of shares equal to the lesser of 1% of the total outstanding shares of our common stock as of the immediately preceding December 31 or an amount determined by our board of directors. On each purchase date, eligible employees will purchase our common stock at a price per share equal to 85% of the lesser of (i) the fair market value of our common stock on the first trading day of the offering period and (ii) the fair market value of our common stock on the purchase date.

We have reserved shares of common stock for future issuance under our ESPP as follows:

	Six Months Ended June 30, 2025			Year Ended December 31, 2024
Shares available for issuance at beginning of period⁽¹⁾		4,907,528			4,378,042
Shares issued during the period		(285,955	)		(734,406	)
Total shares available for future issuance at end of period		4,621,573			3,643,636

(1) Includes automatic increase of shares available for issuance, which occurs annually on January 1.

Stock Options—Option activity for the six months ended June 30, 2025 was as follows:

	Number of Options			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding as of January 1, 2025		2,023,675		$	11.60		1.73	$	94
Options exercised		(271,715	)		7.70
Options expired		(10,651	)		9.17
Outstanding as of June 30, 2025		1,741,309			12.23		1.23		3,085
Options exercisable as of June 30, 2025		1,741,309			12.23		1.23		3,085

The grant date fair value of our stock options was recorded as stock-based compensation over the stock options' vesting period. All outstanding options were fully vested as of June 30, 2025. We did not recognize any option-related expense during the six months ended June 30, 2025.

Restricted Stock Units—Restricted stock unit activity for the six months ended June 30, 2025 was as follows:

	Restricted Stock Units			Weighted-Average Grant-Date Fair Value
Outstanding as of January 1, 2025		13,794,056		$	8.68
Granted		4,907,818			9.66
Vested		(3,740,061	)		8.84
Forfeited or canceled		(3,760,394	)		8.49
Outstanding or deferred as of June 30, 2025⁽¹⁾		11,201,419			8.81

(1) Starting with the restricted stock units granted to them in June 2019, our non-employee directors have the option to defer the issuance of common stock receivable upon vesting of such restricted stock units until 60 days following the day they are no longer providing services to us or, if earlier, upon a change in control transaction. The amount reported as vested excludes restricted stock units that have vested but whose settlement into shares has been deferred. The amount reported as outstanding or deferred as of June 30, 2025 includes these restricted stock units. As no further conditions exist to prevent the issuance of the shares of common stock underlying these restricted stock units, the shares are included in basic and diluted weighted shares outstanding used to calculate net loss per share attributable to common stock. The amount of shares whose issuance have been deferred is not considered material and is not reported separately from stock-based compensation in our consolidated statements of changes in mezzanine equity and stockholders’ deficit.

The grant date fair value of restricted stock units is recorded as stock-based compensation over the vesting period. As of June 30, 2025, there was $82,265 of total unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted-average period of 2.41 years.

As of June 30, 2025, there were 2,058,053 restricted stock units subject to performance and market conditions ("PSUs") at 100% of the target level. Depending on our achievement of the performance and market conditions, the actual number of shares of common stock issuable upon vesting of PSUs will range from 0% to 200% of the target amount. For each PSU recipient, the awards will vest only if the recipient is continuing to provide service to us upon our board of directors, or its compensation committee, certifying that we have achieved the PSU's related performance or market conditions. Stock-based compensation expense for PSUs with performance conditions is recognized when it is probable that the performance conditions will be achieved. For PSUs with market conditions, the market condition is reflected in the grant-date fair value of the award and the expense is recognized over the life of the award.

Stock-based compensation expense associated with the PSUs was as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024			2025		2024
PSU expense	$	1,156	$	1,042		$	2,199	$	1,794
Reassessment of achievement of performance conditions		—		(32	)		—		(401	)
Total expense	$	1,156	$	1,010		$	2,199	$	1,393

Compensation Cost—Stock-based compensation, net of forfeitures and the amount capitalized in website and software development costs were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cost of revenue	$	2,539	$	3,045	$	5,146	$	5,784
Technology and development⁽¹⁾		6,813		8,718		14,155		16,957
Marketing		802		1,349		1,706		2,780
General and administrative		4,182		5,119		8,692		10,119
Total stock-based compensation	$	14,336	$	18,231	$	29,699	$	35,640

(1) Net of $858 and $998 of stock-based compensation that was capitalized in the three months ended June 30, 2025 and 2024, respectively and $1,605 and $2,263 in the six months ended June 30, 2024 and 2023, respectively.

Note 9: Net Loss per Share Attributable to Common Stock

Net loss per share attributable to common stock is computed by dividing the net loss attributable to common stock by the weighted-average number of common shares outstanding. We have outstanding stock options, restricted stock units, options to purchase shares under our ESPP, convertible preferred stock, and convertible senior notes, which are considered in the calculation of diluted net loss per share whenever doing so would be dilutive.

We calculate basic and diluted net loss per share attributable to common stock in conformity with the two-class method required for companies with participating securities. The calculation of basic and diluted net loss per share attributable to common stock was as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Numerator:
Net loss	$	(38,365	)	$	(27,880	)	$	(130,884	)	$	(94,654	)
Dividends on convertible preferred stock		—			(191	)		—			(424	)
Net loss attributable to common stock—basic and diluted	$	(38,365	)	$	(28,071	)	$	(130,884	)	$	(95,078	)
Denominator:
Weighted-average shares—basic and diluted⁽¹⁾		128,887,946			120,393,897			128,032,924			119,379,082
Net loss per share attributable to common stock—basic and diluted	$	(0.30	)	$	(0.23	)	$	(1.02	)	$	(0.80	)

(1) Basic and diluted weighted-average shares outstanding include (i) common stock earned but not yet issued related to share-based dividends on our convertible preferred stock, and (ii) restricted stock units that have vested but whose settlement into common stock were deferred at the option of certain non-employee directors.

The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share for the periods presented because their effect would have been anti-dilutive:

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
2025 notes as if converted⁽¹⁾		1,017,284		1,017,284		1,017,284		1,017,284
2027 notes as if converted⁽¹⁾		5,379,209		5,379,209		5,379,209		5,379,209
Convertible preferred stock as if converted		—		2,040,000		—		2,040,000
Stock options outstanding		1,741,309		2,340,714		1,741,309		2,340,714
Restricted stock units outstanding⁽²⁾⁽³⁾		11,201,419		14,885,362		11,201,419		14,885,362
Total		19,339,221		25,662,569		19,339,221		25,662,569

(1) Based on the closing price of our common stock of $11.19 on June 30, 2025, the if-converted values of both convertible notes were less than the principal amounts.

(2) Excludes 2,058,053 incremental PSUs that could vest, assuming applicable performance criteria and market conditions are achieved at 200% of target, which is the maximum achievement level. See Note 9 for additional information regarding PSUs.

(3) Excludes 0 restricted stock units that have vested but whose settlement into common stock were deferred at the option of certain non-employee directors as of June 30, 2025.

Note 10: Income Taxes

During the six months ended June 30, 2025, we recorded an income tax expense of $208 resulting in an effective tax rate of (0.16)%, which is primarily a result of current state income taxes. Our current income tax expense was supplemented by deferred tax expenses associated with increases to indefinite-lived deferred tax liabilities created through the Company’s April 2, 2021 acquisition of Rent., and April 1, 2022 acquisition of Bay Equity. Our June 30, 2024 effective tax rate of (0.41%) is primarily a result of current state taxes which are supplemented by deferred tax expenses associated with increases to indefinite-lived deferred tax liabilities created through the Company’s April 2, 2021 acquisition of Rent., and April 1, 2022 acquisition of Bay Equity.

In determining the realizability of the net U.S. federal and state deferred tax assets, we consider numerous factors including historical profitability, estimated future taxable income, prudent and feasible tax planning strategies, and the industry in which we operate. Management reassesses the realization of the deferred tax assets each reporting period, which resulted in a valuation allowance against the full amount of our U.S. deferred tax assets for the six months ended June 30, 2025 and 2024. To the extent that the financial results of our U.S. operations improve in the future and the deferred tax assets become realizable, we will reduce the valuation allowance through earnings.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, substantial changes in our ownership may limit the amount of net operating loss ("NOL") and income tax credit carryforwards that could be utilized annually in the future to offset taxable income and income tax liabilities. Any such annual limitation may significantly reduce the utilization of the NOLs and income tax credits before they expire. A Section 382 limitation study performed as of March 31, 2017 determined that we experienced an ownership change in 2006 with $1,506 of the 2006 NOL and $32 of the 2006 research and development tax credit unavailable for future use. Furthermore, in connection with our acquisition of Rent., Rent. experienced an ownership change that triggered Section 382. As of September 30, 2021, Rent. completed a Section 382 limitation study and, based on this analysis, we do not expect a reduction in the availability of Rent.'s pre-change NOLs.

As of December 31, 2024, we had accumulated approximately $630,060 of federal net operating losses, approximately $34,939 (tax effected) of state net operating losses, and approximately $4,515 of foreign net operating losses. Federal net operating losses are available to offset federal taxable income and begin to expire in 2024, with net operating loss carryforwards of $506,157 generated after 2017 available to offset future U.S. federal taxable income over an indefinite period.

Net research and development credit carryforwards of $27,136 and $23,968 are available as of December 31, 2024 and 2023, respectively, to reduce future liabilities. The research and development credit carryforwards begin to expire in 2026.

Deductible but limited federal business interest expense carryforwards of $167,417 and $149,464 are available as of December 31, 2024 and 2023, respectively, to offset future U.S. federal taxable income over an indefinite period.

Our material income tax jurisdiction is the United States (federal) and Canada (foreign). As a result of NOL carryforwards, we are subject to audit for all tax years for federal and foreign purposes. All tax years remain subject to examination in various other jurisdictions that are not material to our consolidated financial statements.

Note 11: Debt

As of June 30, 2025, outstanding borrowings of our debt are as follows:

	Maturity of Debt
Lender	2025		2026		2027		2028		2029		Thereafter
Warehouse Credit Facilities
City National Bank	$	33,189	$	—	$	—	$	—	$	—	$	—
Origin Bank		35,605		—		—		—		—		—
M&T Bank		29,371		—		—		—		—		—
Prosperity Bank		60,074		—		—		—		—		—

Term Loan		—		—		—		242,654		—		—

Convertible Senior Notes
2025 notes		73,669		—		—		—		—		—
2027 notes		—		—		499,671		—		—		—
Total borrowings	$	231,908	$	—	$	499,671	$	242,654	$	—	$	—

Warehouse Credit Facilities—To provide capital for the mortgage loans that it originates, our mortgage business utilizes warehouse credit facilities that are classified as current liabilities on our consolidated balance sheets. Borrowings under each warehouse credit facility are secured by the related mortgage loan, and rights and income related to the loans.

Each warehouse credit facility contains various restrictive and financial covenants and provides that a breach or failure to satisfy these covenants constitutes an event of default.

The following table summarizes borrowings under these facilities as of the periods presented:

	June 30, 2025							December 31, 2024
Lender	Borrowing Capacity		Outstanding Borrowings		Weighted- Average Interest Rate on Outstanding Borrowings			Borrowing Capacity		Outstanding Borrowings		Weighted- Average Interest Rate on Outstanding Borrowings
City National Bank	$	75,000	$	33,189		6.24	%	$	75,000	$	36,734		6.26	%
Origin Bank		100,000		35,605		6.17	%		100,000		28,920		6.45	%
M&T Bank		75,000		29,371		6.40	%		75,000		21,969		6.46	%
Prosperity Bank		100,000		60,074		5.95	%		100,000		59,006		5.98	%
Total	$	350,000	$	158,239				$	350,000	$	146,629

Term Loan—On October 20, 2023, we entered into a definitive agreement with Apollo Capital Management, L.P. and its affiliates (“Apollo”) whereby Apollo agreed to commit up to $250,000 of financing for us in the form of a first lien term loan facility (the “facility”). We borrowed the first half of the facility on October 20, 2023, and the remaining $125,000 was available as a delayed draw term loan. On May 31, 2024, we drew down the remaining $125,000 of the facility.

The facility is pre-payable at par, after 12 months of call protection (during which prepayment would be at 101% of par), or with respect to prepayments made with respect to a change of control, at 101% of par, and carries a five-year term, maturing October 20, 2028. Interest will be charged at the Secured Overnight Financing Rate (“SOFR”) +575 basis points for the first five full fiscal quarters after closing, with step-downs to SOFR +550 basis points and SOFR +525 basis points thereafter upon achieving agreed performance metrics. The facility requires that we maintain cash and cash equivalents of $75,000 which is tested on a quarterly basis. The negative covenants include restrictions on the incurrence of liens and indebtedness, investments, certain merger transactions, and other matters, all subject to certain exceptions. The effective interest rate for our term loan is 11.07%.

The facility includes customary events of default that, include among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control, and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the facility. In addition, the facility prohibits us from making any cash payments on the conversion or repurchase of our notes if an event of default exists under our term loan facility, or if, after giving effect to such conversion or repurchase, we would not be in compliance with the financial covenants under our term loan facility.

As security for our obligations under the facility, we granted Apollo a first priority security interest on substantially all of our assets and the assets of our material subsidiaries, subject to certain exceptions. Therefore, in a bankruptcy, Apollo first, and the holders of our convertible senior notes second, would have a claim to our assets senior to the claims of holders of our common stock.

The components of the term loan were as follows:

June 30, 2025
	Aggregate Principal Amount		Unamortized Debt Discount		Unamortized Debt Issuance Costs		Net Carrying Amount
$	246,250	$	2,231	$	1,365	$	242,654

December 31, 2024
	Aggregate Principal Amount		Unamortized Debt Discount		Unamortized Debt Issuance Costs		Net Carrying Amount
$	247,500	$	2,571	$	1,585	$	243,344

Convertible Senior Notes—We have issued convertible senior notes with the following characteristics:

Issuance	Maturity Date	Stated Cash Interest Rate		Effective Interest Rate		First Interest Payment Date	Semi-Annual Interest Payment Dates	Conversion Rate
2025 notes	October 15, 2025	—	%	0.42	%	—	—	13.7920
2027 notes	April 1, 2027	0.50	%	0.87	%	October 1, 2021	April 1; October 1	10.6920

We issued our 2025 notes on October 20, 2020, with an aggregate principal amount of $661,250. In the three and six months ended June 30, 2025, we did not repurchase any of our 2025 notes.

We issued our 2027 notes on March 25, 2021 and April 5, 2021, with an aggregate principal amount of $575,000.

The components of our convertible senior notes were as follows:

	June 30, 2025
Issuance	Aggregate Principal Amount		Unamortized Debt Issuance Costs		Net Carrying Amount
2025 notes	$	73,759	$	90	$	73,669
2027 notes		503,106		3,435		499,671

	December 31, 2024
Issuance	Aggregate Principal Amount		Unamortized Debt Issuance Costs		Net Carrying Amount
2025 notes	$	73,759	$	243	$	73,516
2027 notes		503,106		4,415		498,691

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
2025 notes
Amortization of debt issuance costs	$	77	$	534	$	154	$	1,047
Total interest expense	$	77	$	534	$	154	$	1,047

2027 notes
Contractual interest expense		629		629		1,258		1,258
Amortization of debt issuance costs		490		490		980		980
Total interest expense	$	1,119	$	1,119	$	2,238	$	2,238

Total
Contractual interest expense		629		629		1,258		1,258
Amortization of debt issuance costs		567		1,024		1,134		2,027
Total interest expense	$	1,196	$	1,653	$	2,392	$	3,285

Conversion of Our Convertible Senior Notes

Prior to the free conversion date, a holder of each tranche of our convertible senior notes may convert its notes in multiples of $1,000 principal amount only if one or more of the conditions described below is satisfied. On or after the free conversion date, a holder may convert its notes in such multiples without any conditions. The free conversion date is July 15, 2025 for our 2025 notes and January 1, 2027 for our 2027 notes.

The conditions are:

·      during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day;

·      during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the applicable notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day;

·      if we call any or all of the applicable notes for redemption, at any time prior to the close of business on the scheduled trading day prior to the redemption date; or

·       upon the occurrence of specified corporate events.

We intend to settle any future conversions of our convertible senior notes by paying or delivering, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. We apply the if-converted method to calculate diluted earnings per share when applicable. Under the if-converted method, the denominator of the diluted earnings per share calculation is adjusted to reflect the full number of common shares issuable upon conversion, while the numerator is adjusted to add back interest expense for the period. None of the above conditions were satisfied during the three months ended June 30, 2025.

Classification of Our Convertible Senior Notes

The difference between the principal amount of the notes and the net carrying amount represents the unamortized debt discount, which we record as a deduction from the debt liability in our consolidated balance sheets. This discount is amortized to interest expense using the effective interest method over the term of the notes.

See Note 2 for fair value information related to our convertible senior notes.

Cross-acceleration and Cross-default Provisions of our Convertible Senior Notes, Term Loan, and Warehouse Credit Facilities—The indentures governing our 2025 and 2027 convertible senior notes contain cross-acceleration and cross-default provisions. These provisions could have the effect of creating an event of default under the indenture for either our 2025 or 2027 convertible senior notes, despite our compliance with that agreement, due solely to an event of default or failure to pay amounts owed under the indenture for the other tranche of convertible senior notes. Accordingly, all or a significant portion of our outstanding convertible senior notes could become immediately payable due solely to our failure to comply with the terms of a single agreement governing either our 2025 or 2027 convertible senior notes. In addition, each of our warehouse credit facilities and term loan facility contain cross-acceleration and cross-default provisions. These provisions could have the effect of creating an event of default under the agreement for any such facility, despite our compliance with that agreement, due solely to an event of default or failure to pay amounts owed under the agreement for another facility. Accordingly, all or a significant portion of our outstanding warehouse indebtedness or outstanding term loan indebtedness could become immediately payable due solely to our failure to comply with the terms of a single agreement governing one of our facilities. While the cross-default provisions in our existing warehouse credit facilities do not pick up defaults under our convertible senior notes and our existing warehouse credit facilities are carved out of the cross-payment default provisions in our 2025 and 2027 senior notes given that they constitute non-recourse debt, any default under our convertible senior notes would trigger an event of default under our term loan facility and, similarly, any default under our term loan facility would trigger the cross-payment default provisions in our 2025 and 2027 senior notes.

2027 Capped Calls—In 2021, and in connection with the pricing of our 2027 notes, we entered into capped call transactions with certain counterparties (the “2027 capped calls”). The 2027 capped calls have initial strike prices of $93.53 per share and initial cap prices of $138.56 per share, in each case subject to certain adjustments. Conditions that cause adjustments to the initial strike price and initial cap price of the 2027 capped calls are similar to the conditions that result in corresponding adjustments to the conversion rate for our 2027 notes. The 2027 capped calls cover, subject to anti-dilution adjustments, 6,147,900 shares of our common stock and are generally intended to reduce or offset the potential dilution to our common stock upon any conversion of the 2027 notes, with such reduction or offset, as the case may be, subject to a cap based on the cap price. The 2027 capped calls are separate transactions, and not part of the terms of our 2027 notes. As these instruments meet certain accounting criteria, the 2027 capped calls are recorded in stockholders’ (deficit) equity and are not accounted for as derivatives. The cost of $62,647 incurred in connection with the 2027 capped calls was recorded as a reduction to additional paid-in capital.

Note 12: Subsequent Events

We evaluated subsequent events from June 30, 2025, the date of these consolidated financial statements, through July 24, 2025, which represents the date the consolidated financial statements were issued, for events requiring recording or disclosure in the consolidated financial statements for the quarter ended June 30, 2025. We concluded that no events have occurred that would require recognition or disclosure in the consolidated financial statements, except as described below.

Completed Transaction with Rocket Companies— On July 1, 2025, we completed the merger with Rocket Companies, Inc. ("Rocket") pursuant to the Agreement and Plan of Merger dated March 9, 2025. We became a direct wholly owned subsidiary of Rocket, with our stockholders receiving 0.7926 shares of Rocket's Class A common stock for each share of our common stock. Following completion of the merger, we ceased to be a publicly traded company and our common stock was delisted from the Nasdaq Global Select Market.

Term Loan Repayment— On July 15, 2025, our parent company, Rocket, paid off the entire outstanding balance of our term loan facility with Apollo Capital Management, L.P. and its affiliates. The facility, which had an original commitment of $250,000 and was scheduled to mature on October 20, 2028, was prepaid in full at par value. The principal amount repaid was $246,250, plus accrued interest.

Exhibit 99.2

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.

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:

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.

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”).

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.

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.

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.

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

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.

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 March 31, 2025, Rocket, Maverick Merger Sub, Inc. (“Maverick Merger Subsidiary”), Maverick Merger Sub 2, LLC (“Forward Merger Subsidiary”) and Mr. Cooper Group Inc. (“Mr. Cooper”) entered into the Agreement and Plan of Merger (the “Mr. Cooper Merger Agreement”). Pursuant to the Mr. Cooper Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with the Delaware General Corporation Law (the “DGCL”), Maverick Merger Subsidiary will merge 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 DGCL and the Delaware Limited Liability Company Act, Mr. Cooper will merge 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), will be 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 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 have 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 million, subject to the terms and conditions of the Commitment Letter. The commitment amount under the Commitment Letter was subsequently reduced to $950 million.

●

The Company does not anticipate drawing on the Bridge Facility, as it has incurred permanent financing in the form of $4,000 million of new senior unsecured notes due 2030 and 2033. Rocket intends to use 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, (ii) offer to purchase for cash any and all, and solicit consents to the amendment of certain terms, of Mr. Cooper’s 5.125% senior notes due 2030 and 5.75% senior notes due 2031, (iii) exchange any and all, and solicit consents to the amendment of certain terms, of Mr. Cooper’s 6.500% senior notes due 2029 and 7.125% senior notes due 2032 (collectively, all Mr. Cooper senior notes referenced in clauses (i), (ii) and (iii), the “Mr. Cooper Notes”) with newly issued senior notes of Rocket Companies, (iv) pay fees and expenses related to the issuance of the notes and the use of the proceeds therefrom, including the transactions described in clauses (ii) and (iii) above, and if required conduct a change of control offer for any of the Mr. Cooper Notes if the consent solicitation referenced in clauses (ii) and (iii) above is not successful (collectively, the “Finance 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).

The unaudited pro forma condensed combined balance sheet as of June 30, 2025 gives effect to the Mergers and the Finance Transactions as if they had been completed on June 30, 2025 and combines the unaudited consolidated balance sheet of Rocket as of June 30, 2025 (which reflects the Up-C Collapse which was completed on June 30, 2025) with the unaudited consolidated balance sheets of Redfin and Mr. Cooper, each as of June 30, 2025.

The unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025 and year ended December 31, 2024 gives effect to the Transactions as if they had occurred on January 1, 2024, the first day of Rocket’s fiscal year 2024. The unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025, combines the unaudited consolidated statement of income (loss) of Rocket for the six months ended June 30, 2025 and the unaudited consolidated statements of income (loss) of Redfin and Mr. Cooper, each for the six months ended June 30, 2025. The unaudited pro forma condensed combined statement of income (loss) for the fiscal year ended December 31, 2024 combines the audited consolidated statement of income (loss) of Rocket for the fiscal year ended December 31, 2024 and the audited consolidated statements of income (loss) of Redfin and Mr. Cooper, each for the fiscal year ended December 31, 2024. 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 June 30, 2025.

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 as of and for the six months ended June 30, 2025 and the related notes, which are included in Rocket’s Quarterly Report on Form 10-Q for the six months ended June 30, 2025, and are incorporated by reference herein;

●

The audited consolidated financial statements of Rocket as of and for the fiscal year ended December 31, 2024 and the related notes, which are included in Rocket’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and are incorporated by reference herein;

●

The unaudited consolidated financial statements of Redfin as of and for the six months ended June 30, 2025 and the related notes, which are included in Rocket’s Current Report on Form 8-K on which this Unaudited Pro Forma Condensed Financial Information is attached, and are incorporated by reference herein;

●

The audited consolidated financial statements of Redfin as of and for the fiscal year ended December 31, 2024 and the related notes, which are included in Redfin’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and are incorporated by reference herein;

●

The unaudited consolidated financial statements of Mr. Cooper as of and for the six months ended June 30, 2025 and the related notes, which are included in Mr. Cooper’s Quarterly Report on Form 10-Q for the six months ended June 30, 2025, and are incorporated by reference herein; and

●

The audited consolidated financial statements of Mr. Cooper as of and for the fiscal year ended December 31, 2024 and the related notes, which are included in Mr. Cooper’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and are incorporated by reference herein.

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 will be 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 will be 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 preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate merger consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 - Basis of Presentation for more information.

The Mr. Cooper Mergers will be 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 will be allocated to Mr. Cooper’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Mr. Cooper Mergers. 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 preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate merger consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. 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 thousands 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. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed.

Rocket Companies, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2025

($ In Thousands)

	Rocket			Redfin Reclassified (Note 3)			Redfin Transaction Accounting Adjustments			(Note 5)	Rocket Pro Forma Adjusted for Redfin Merger			Mr. Cooper Reclassified (Note 6)		Mr. Cooper Transaction Accounting Adjustments			(Note 8)	Mr. Cooper Financing Adjustments			(Note 9)	Rocket Pro Forma Combined
Assets
Cash and cash equivalents	$	5,090,631		$	173,423		$	(252,013	)	(a)	$	4,987,712		$	782,517	$	(4,066,322	)	(a)	$	(18,826	)	(a)	$	1,452,734
		-			-			(24,329	)	(b)		-			-		(230,086	)	(b)		(2,261	)	(b)		-
Restricted cash		22,691			136			-				22,827			167,900		-				-				190,727
Mortgage loans held for sale, at fair value		11,168,691			164,900			-				11,333,591			2,474,863		-				-				13,808,454
Derivative assets, at fair value		391,770			5,223			-				396,993			249,833		-				-				646,826
Mortgage servicing rights (“MSRs”), at fair value		7,566,632			2,494			-				7,569,126			11,430,753		-				-				18,999,879
Notes receivable and due from affiliates		15,281			-			-				15,281			-		-				-				15,281
Property and equipment, net		193,843			37,323			-				231,166			72,042		-				-				303,208
Deferred tax asset, net		11,407			-			-				11,407			149,419		(149,419	)	(c)		-				11,407
Lease right of use assets		259,029			20,093			-				279,122			36,200		-				-				315,322
Loans subject to repurchase right from Ginnie Mae		2,492,015			-			-				2,492,015			1,109,646		-				-				3,601,661
Goodwill and intangible assets, net		1,221,168			505,677			846,787		(c)		3,426,805			242,448		6,783,480		(d)		-				12,211,588
		-			-			853,173		(d)		-			-		1,758,855		(e)		-				-
Other assets		1,927,064			139,406			(45,587	)	(d)		2,020,883			1,783,210		-				(25,938	)	(c)		3,778,155
Total assets	$	30,360,222		$	1,048,675		$	1,378,031			$	32,786,928		$	18,498,831	$	4,096,508			$	(47,025	)		$	55,335,242
Liabilities and equity:
Liabilities:
Funding facilities	$	9,481,780		$	158,239		$	-			$	9,640,019		$	1,777,659	$	-			$	-			$	11,417,678
Other financing facilities and debt:
Senior Notes, net		8,000,225			573,340			(42,691	)	(e)		8,530,874			4,901,677		(3,085,924	)	(a)		(18,826	)	(a)		10,327,801
MSR and Advance facilities, net		-			-			-				-			3,876,117		(785,713	)	(a)		-				3,090,404
Early buy out facility		67,532			-			-				67,532			507,390		-				-				574,922
Term loan debt		-			242,654			(242,654	)	(a)		-			-		-				-				-
Notes payable and due to affiliates		2,818			-			-				2,818			-		-				-				2,818
MSR related liabilities - nonrecourse at fair value		-			-			-				-			380,739		-				-				380,739
Accounts payable		278,245			52,779			(5,000	)	(b)		334,664			113,999		34,450		(f)		-				483,113
		-			-			8,640		(f)		-			-		-				-				-
Lease liabilities		293,671			27,803			-				321,474			47,857		-				-				369,331
Derivative liabilities, at fair value		163,870			1,959			-				165,829			34,647		-				-				200,476
Investor reserves		98,082			2,071			-				100,153			46,881		-				-				147,034
Tax receivable agreement liability		588,510			-			1,288		(g)		589,798			-		(1,732	)	(g)		-				588,066
Loans subject to repurchase right from Ginnie Mae		2,492,015			-			-				2,492,015			1,109,646		-				-				3,601,661
Deferred tax liability, net		714,673			756			1,140		(g)		685,760			-		186,291		(c)		-				870,529
		-			-			(30,809	)	(h)		-			-		(1,522	)	(g)		-				-
Other liabilities		729,873			168,765			(2,239	)	(a)		906,345			602,965		(52,697	)	(a)		-				1,456,613
		-			-			9,946		(i)		-			-		-				-				-
Total liabilities	$	22,911,294		$	1,228,366		$	(302,379	)		$	23,837,281		$	13,399,577	$	(3,706,847	)		$	(18,826	)		$	33,511,185
Equity:
Class A common stock	$	1		$	130		$	(129	)	(j)	$	2		$	1,058	$	(1,051	)	(h)	$	-			$	9
Class B common stock		-			-			-				-			-		-				-				-
Class C common stock		-			-			-				-			-		-				-				-
Class D common stock		-			-			-				-			-		-				-				-
Class L common stock		19			-			-				19			-		-				-				19
Additional paid-in-capital		7,271,613			939,401			582,331		(j)		8,793,345			1,063,121		11,870,677		(h)		-				21,727,143
Retained earnings		178,507			(1,119,018	)		1,098,004		(j)		157,493			4,035,075		(4,066,271	)	(h)		(2,261	)	(b)		98,098
		-			-			-				-			-		-				(25,938	)	(c)		-
Accumulated other comprehensive income (loss)		(1,212	)		(204	)		204		(j)		(1,212	)		-		-				-				(1,212	)
Non-controlling interest		-			-			-				-			-		-				-				-
Total equity		7,448,928			(179,691	)		1,680,410				8,949,647			5,099,254		7,803,355				(28,199	)			21,824,057
Total liabilities and equity	$	30,360,222		$	1,048,675		$	1,378,031			$	32,786,928		$	18,498,831	$	4,096,508			$	(47,025	)		$	55,335,242

Rocket Companies, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income (Loss)

For the Six Months Ended June 30, 2025

($ In Thousands)

	Rocket			Up-C Collapse			(Note 2)	Rocket Pro Forma for Up-C Collapse			Redfin Reclassified (Note 3)			Redfin Transaction Accounting Adjustments			(Note 5)	Rocket Pro Forma Adjusted for Redfin Merger			Mr. Cooper Reclassified (Note 6)			Mr. Cooper Transaction Accounting Adjustments			(Note 8)	Mr. Cooper Financing Adjustments			(Note 9)	Rocket Pro Forma Combined
Revenue
Gain on sale of loans:
Gain on sale of loans excluding fair value of MSRs, net	$	979,574		$	-			$	979,574		$	54,941		$	-			$	1,034,515		$	(52,229	)	$	-			$	-			$	982,286
Fair value of originated MSRs		607,952			-				607,952			-			-				607,952			364,649			-				-				972,601
Gain on sale of loans, net		1,587,526			-				1,587,526			54,941			-				1,642,467			312,420			-				-				1,954,887
Loan servicing income:
Servicing fee income		801,973			-				801,973			(113	)		-				801,860			1,395,455			-				-				2,197,315
Change in fair value of MSRs		(648,070	)		-				(648,070	)		-			-				(648,070	)		(567,905	)		-				-				(1,215,975	)
Loan servicing income, net		153,903			-				153,903			(113	)		-				153,790			827,550			-				-				981,340
Interest income:
Interest income		215,592			-				215,592			5,414			-				221,006			72,608			-				-				293,614
Interest expense on funding facilities		(154,918	)		-				(154,918	)		(4,584	)		-				(159,502	)		(54,968	)		-				-				(214,470	)
Interest income, net		60,674			-				60,674			830			-				61,504			17,640			-				-				79,144
Other income		595,412			838		(a)		596,250			443,436			-				1,039,686			375,898			-				-				1,415,584
Total revenue, net		2,397,515			838				2,398,353			499,094			-				2,897,447			1,533,508			-				-				4,430,955
Expenses
Salaries, commissions, and team member benefits		1,233,067			1,619		(a)		1,234,686			374,014			(15,841	)	(i)		1,592,859			445,467			8,267		(i)		-				2,046,593
General and administrative expenses		548,236			(2,682	)	(a)		545,554			120,430			-				665,984			261,942			-				-				927,926
Marketing and advertising expenses		551,673			40		(a)		551,713			88,254			-				639,967			23,408			-				-				663,375
Depreciation and amortization		54,436			30		(a)		54,466			19,220			77,970		(d)		151,656			28,999			118,652		(e)		-				299,307
Interest and amortization expense on non-funding debt		96,005			-				96,005			15,516			(1,023	)	(e)		110,498			352,672			(191,158	)	(a)		182,274		(d)		454,286
Other expenses		112,939			3		(a)		112,942			12,336			-				125,278			49,267			-				-				174,545
Total expenses		2,596,356			(990	)			2,595,366			629,770			61,106				3,286,242			1,161,755			(64,239	)			182,274				4,566,032
Income (loss) before income taxes		(198,841	)		1,828				(197,013	)		(130,676	)		(61,106	)			(388,795	)		371,753			64,239				(182,274	)			(135,077	)
(Provision for) benefit from income taxes		20,484			26,799		(b)		47,283			(208	)		46,236		(k)		93,311			(85,819	)		(18,819	)	(j)		43,746		(e)		32,419
Net income (loss)		(178,357	)		28,627				(149,730	)		(130,884	)		(14,870	)			(295,484	)		285,934			45,420				(138,528	)			(102,658	)
Net (income) loss attributable to non-controlling interest		166,189			(166,189	)	(c)		-			-			-				-			-			-				-				-
Net income (loss) attributable to Rocket Companies	$	(12,168	)	$	(137,562	)		$	(149,730	)	$	(130,884	)	$	(14,870	)		$	(295,484	)	$	285,934		$	45,420			$	(138,528	)		$	(102,658	)

Earnings (loss) per share of Class A common stock																																	Note (10)
Basic	$	(0.08	)																													$	(0.09	)
Diluted	$	(0.08	)																													$	(0.09	)
Weighted average shares outstanding
Basic		159,643,228			1,848,879,455										103,391,679										703,885,545								2,815,799,907
Diluted		2,013,862,283			-										110,643,064										720,754,285								2,845,259,632

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

Rocket Companies, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income (Loss)

For the Year Ended December 31, 2024

($ In Thousands)

	Rocket			Up-C Collapse			(Note 2)	Rocket Pro Forma for Up-C Collapse			Redfin Reclassified (Note 3)			Redfin Transaction Accounting Adjustments			(Note 5)	Rocket Pro Forma Adjusted for Redfin Merger			Mr. Cooper Reclassified (Note 6)			Mr. Cooper Transaction Accounting Adjustments			(Note 8)	Mr. Cooper Financing Adjustments			(Note 9)	Rocket Pro Forma Combined
Revenue
Gain on sale of loans:
Gain on sale of loans excluding fair value of MSRs, net	$	1,682,697		$	-			$	1,682,697		$	102,363		$	-			$	1,785,060		$	64,585		$	-			$	-			$	1,849,645
Fair value of originated MSRs		1,330,216			-				1,330,216			26,489			-				1,356,705			458,998			-				-				1,815,703
Gain on sale of loans, net		3,012,913			-				3,012,913			128,852			-				3,141,765			523,583			-				-				3,665,348
Loan servicing income:
Servicing fee income		1,462,173			-				1,462,173			2,146			-				1,464,319			2,475,426			-				-				3,939,745
Change in fair value of MSRs		(578,681	)		-				(578,681	)		(2,375	)		-				(581,056	)		(842,030	)		-				-				(1,423,086	)
Loan servicing income, net		883,492			-				883,492			(229	)		-				883,263			1,633,396			-				-				2,516,659
Interest income:
Interest income		413,159			-				413,159			10,980			-				424,139			102,047			-				-				526,186
Interest expense on funding facilities		(315,593	)		-				(315,593	)		(11,226	)		-				(326,819	)		(84,475	)		-				-				(411,294	)
Interest income, net		97,566			-				97,566			(246	)		-				97,320			17,572			-				-				114,892
Other income		1,106,827			6,513		(a)		1,113,340			910,193			-				2,023,533			793,189			-				-				2,816,722
Total revenue, net		5,100,798			6,513				5,107,311			1,038,570			-				6,145,881			2,967,740			-				-				9,113,621
Expenses
Salaries, commissions, and team member benefits		2,261,245			4,113		(a)		2,265,358			768,938			(4,951	)	(i)		3,029,345			771,164			72,133		(i)		-				3,872,642
General and administrative expenses		893,154			2,525		(a)		895,679			237,267			8,640		(f)		1,141,586			465,219			34,450		(f)		2,261		(b)		1,643,516
Marketing and advertising expenses		824,042			40		(a)		824,082			119,816			-				943,898			39,002			-				-				982,900
Depreciation and amortization		112,917			59		(a)		112,976			42,834			151,459		(d)		307,269			43,550			257,793		(e)		-				608,612
Interest and amortization expense on non-funding debt		153,637			-				153,637			27,707			1,085		(e)		182,429			641,934			(335,884	)	(a)		25,938		(c)		893,922
		-			-				-			-			-				-			-			-				379,505		(d)		-
Other expenses		187,751			-				187,751			7,339			1,288		(g)		196,378			105,706			(1,732	)	(g)		-				300,352
Total expenses		4,432,746			6,737				4,439,483			1,203,901			157,521				5,800,905			2,066,575			26,760				407,704				8,301,944
Income (loss) before income taxes		668,052			(224	)			667,828			(165,331	)		(157,521	)			344,976			901,165			(26,760	)			(407,704	)			811,677
(Provision for) benefit from income taxes		(32,224	)		(128,055	)	(b)		(160,279	)		530			(1,140	)	(g)		(83,935	)		(232,065	)		1,522		(g)		97,849		(e)		(194,421	)
		-			-				-			-			76,954		(k)		-			-			22,208		(j)		-				-
Net income (loss)		635,828			(128,279	)			507,549			(164,801	)		(81,707	)			261,041			669,100			(3,030	)			(309,855	)			617,256
Net (income) loss attributable to non-controlling interest		(606,458	)		607,509		(c)		1,051			-			-				1,051			-			-				-				1,051
Net income (loss) attributable to Rocket Companies	$	29,370		$	479,230			$	508,600		$	(164,801	)	$	(81,707	)		$	262,092		$	669,100		$	(3,030	)		$	(309,855	)		$	618,307

Earnings (loss) per share of Class A common stock																																	Note (10)
Basic	$	0.21																														$	0.22
Diluted	$	0.21																														$	0.22
Weighted average shares outstanding
Basic		141,037,083			1,848,879,455										103,391,679										703,885,545								2,797,193,762
Diluted		141,037,083			1,857,291,729										109,238,109										716,797,535								2,824,364,456

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

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

Note 1 – Basis of Presentation

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

The pro forma financial statements, 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 is currently in the process of evaluating Redfin’s accounting policies, which will be finalized as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, Rocket has determined that no significant adjustments are 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 excess of merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the aggregate merger consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. This allocation of the aggregate merger consideration depends upon certain estimates and assumptions, all of which are preliminary. The final determination of fair values of assets acquired and liabilities assumed relating to the Redfin Merger could differ materially from the preliminary allocation of aggregate merger consideration. The final valuation will be based on the actual tangible and intangible assets and liabilities of Redfin existing at the acquisition date and such valuation is in process.

Mr. Cooper Mergers

As discussed in Note 6, certain reclassifications were made to conform the historical presentation of Mr. Cooper to that of Rocket’s financial statement presentation. Rocket is currently in the process of evaluating Mr. Cooper’s accounting policies, which will be finalized upon completion of the Mr. Cooper Mergers, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, Rocket has determined that no significant adjustments are 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 excess of merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the aggregate merger consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. This allocation of the aggregate merger consideration depends upon certain estimates and assumptions, all of which are preliminary. The final determination of fair values of assets acquired and liabilities assumed relating to the Mr. Cooper Mergers could differ materially from the preliminary allocation of aggregate merger consideration. The final valuation will be based on the actual tangible and intangible assets and liabilities of Mr. Cooper existing at the acquisition date.

The Financing Transactions

The Mr. Cooper Mergers will trigger change in control provisions contained in certain of Mr. Cooper’s outstanding debt facilities (including the Mr. Cooper Notes) that will require the repayment of such indebtedness. Consequently, Rocket entered into the Commitment Letter with the Commitment Parties, pursuant to which the Commitment Parties have committed to provide the Bridge Facility with a capacity up to $950 million. The Company does not expect to draw on the Bridge Facility, as it has incurred permanent financing in the form of $4,000 million of Senior Notes. Rocket intends to use the proceeds from the notes to fund the Finance Transactions, and after consummation of the Transactions, to repay secured debt of Rocket and its consolidated subsidiaries (including Redfin, Mr. Cooper, and their subsidiaries). The debt issuance costs associated with the notes will be capitalized and amortized over the term of the notes.

The assumptions and expectations regarding the aggregate principal amount of Mr. Cooper Notes to be repaid at closing are subject to change and resulting interest expense based on the final permanent financing could vary significantly from what is assumed in the unaudited pro forma condensed combined financial information.

Overall Presentation

The unaudited pro forma condensed combined balance sheet, as of June 30, 2025, the unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025, and the unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2024, presented herein, are based on the historical financial statements of Rocket, adjusted for the Up-C Collapse (as noted above), the Redfin Merger and the Mr. Cooper Mergers.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

The unaudited pro forma condensed combined balance sheet as of June 30, 2025 is presented as if the Mergers and the Finance Transactions had occurred on June 30, 2025 and combines the historical balance sheet of Rocket as of June 30, 2025 (which reflects the Up-C Collapse which was completed on June 30, 2025) with the historical balance sheets of Redfin and Mr. Cooper, each as of June 30, 2025.

The unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025 has been prepared as if the Transactions had occurred on January 1, 2024 and combines Rocket’s historical statement of income (loss) for the six months ended June 30, 2025 with the historical statements of income (loss) for Redfin and Mr. Cooper, each for the six months ended June 30, 2025.

The unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2024 has been prepared as if the Transactions had occurred on January 1, 2024 and combines Rocket’s historical statement of income (loss) for the fiscal year ended December 31, 2024 with the historical statements of income (loss) for Redfin and Mr. Cooper, each for the fiscal year ended December 31, 2024.

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

The Up-C Collapse is presented within the historical Rocket consolidated balance sheet as of June 30, 2025. As such, no additional pro forma balance sheet adjustments were necessary. Adjustments related to the Up-C Collapse in the accompanying unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025, and the year ended December 31, 2024 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 six months ended June 30, 2025 and year ended December 31, 2024.

The tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income (loss) and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended tax rate will likely vary from the actual effective tax rate in periods subsequent to completion of the Up-C Collapse. This determination is preliminary and subject to change.

(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 six months ended June 30, 2025, and year ended December 31, 2024, 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 a preliminary 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. Following the closing of the Redfin Merger, the combined company is in the process of finalizing its review of the reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

Refer to the table below for a summary of reclassification adjustments made to present Redfin’s consolidated balance sheet as of June 30, 2025 to conform with that of Rocket’s:

Redfin Historical Balance Sheet Line Items	Redfin Historical as of June 30, 2025		Reclassification			Rocket Historical Balance Sheet Line Items⁽¹⁾	Reclassification		Redfin Reclassified as of June 30, 2025
Cash and cash equivalents	$	173,423		-		Cash and cash equivalents			$	173,423
Restricted cash		136		-		Restricted cash				136
Accounts receivable, net of allowance for credit losses		47,578		(47,578	)	Mortgage loans held for sale, at fair value				164,900
Loans held for sale		164,900		-		Derivative assets, at fair value				5,223
Prepaid expenses		24,648		(24,648	)	Other current assets		5,223
Other current assets		29,185		(29,185	)	Mortgage servicing rights (“MSRs”), at fair value				2,494
Total current assets		439,870		-		Property and equipment, net				37,323
Property and equipment, net		37,323		-		Lease right of use assets				20,093
Right-of-use assets, net		20,093		-		Goodwill and intangible assets, net				505,677
MSRs, at fair value		2,494		-		Goodwill		461,349
Goodwill		461,349		(461,349	)	Intangible assets, net		44,328
Intangible assets, net		44,328		(44,328	)	Other assets				139,406
Contract assets, noncurrent		35,711		(35,711	)	Accounts receivable, net of allowances for credit losses		47,578
Other assets, noncurrent		7,507		(7,507	)	Other current assets		23,962
Total assets		1,048,675		-		Prepaid expenses		24,648
Accounts payable		27,163		-		Other assets, noncurrent		7,507
Accrued and other liabilities		126,090		(126,090	)	Contract assets, noncurrent		35,711
Warehouse credit facilities		158,239		(158,239	)	Total assets				1,048,675
Convertible senior notes, net		73,669		(73,669	)	Funding facilities				158,239
Lease liabilities		12,483		(12,483	)	Warehouse credit facilities		158,239
Total current liabilities		397,644		-		Senior Notes, net				573,340
Lease liabilities, noncurrent		15,320		(15,320	)	Convertible senior notes, net		73,669
Convertible senior notes, net, noncurrent		499,671		(499,671	)	Convertible senior notes, net, noncurrent		499,671
Term loan		242,654		-		Term loan debt				242,654
Deferred revenue		72,321		(72,321	)	Accounts payable				52,779
Deferred tax liabilities		756		-		Accounts payable		27,163
Total liabilities	$	1,228,366		-		Accrued and other liabilities		25,616
						Lease liabilities				27,803
						Lease liabilities		12,483
						Lease liabilities, noncurrent		15,320
						Derivative liabilities, at fair value				1,959
						Accrued and other liabilities		1,959
						Investor reserves				2,071
						Accrued and other liabilities		2,071
						Deferred tax liability, net				756
						Other liabilities				168,765
						Accrued and other liabilities		96,444
						Deferred revenue		72,321
						Total liabilities			$	1,228,366

¹⁾

The indented Redfin line items listed beneath each Rocket historical balance sheet line represent balances reclassified from the respective Redfin balance sheet line items to the corresponding Rocket balance sheet line items.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

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	$	501,523			(501,523	)	Gain on sale of loans excluding fair value of MSRs, net				$	54,941
Cost of revenue		328,375			(328,375	)	Revenue		54,941
Technology and development		77,816			(77,816	)	Servicing fee income					(113	)
Marketing		87,282			(87,282	)	Revenue		(113	)
General and administrative		98,389			(98,389	)	Interest income					5,414
Restructuring and reorganization		27,248			(27,248	)	Revenue		5,414
Interest income		2,588			(2,588	)	Interest expense on Funding Facilities					(4,584	)
Interest expense		(15,521	)		15,521		Cost of revenue		(4,584	)
Income tax expense		(208	)		-		Other income					443,436
Other expense, net		(156	)		156		Revenue		441,281
Net loss	$	(130,884	)		-		Interest income		2,588
							Other expense, net		32
							Cost of revenue		(465	)
							Salaries, commissions, and team member benefits					374,014
							Cost of revenue		245,046
							Technology and development		50,835
							Marketing		9,975
							General and administrative		50,396
							Restructuring and reorganization		17,762
							General and administrative expenses					120,430
							Cost of revenue		58,275
							Technology and development		19,242
							Marketing		1,809
							General and administrative		39,921
							Restructuring and reorganization		1,193
							Other expense, net		(10	)
							Marketing and advertising expenses					88,254
							Cost of revenue		12,388
							Technology and development		2
							Marketing		75,377
							General and administrative		487
							Depreciation and amortization					19,220
							Cost of revenue		4,789
							Technology and development		7,737
							Marketing		121
							General and administrative		6,573
							Interest and amortization expense on non-funding debt					15,516
							Interest expense		15,516
							Other expenses					12,336
							Cost of revenue		2,828
							General and administrative		1,012
							Interest expense		5
							Restructuring and reorganization		8,293
							Other expense, net		198
							(Provision for) benefit from income taxes					(208	)
							Net loss				$	(130,884	)

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.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

Refer to the table below for a summary of adjustments made to present Redfin’s consolidated statement of loss for the year ended December 31, 2024 to conform with that of Rocket’s:

Redfin Historical Statement of Loss Line Items	Redfin Historical for the Year Ended December 31, 2024			Reclassification			Rocket Historical Statement of Income (Loss) Line Items⁽¹⁾	Reclassification			Redfin Reclassified for the Year Ended December 31, 2024
Revenue	$	1,042,979			(1,042,979	)	Gain on sale of loans excluding fair value of MSRs, net				$	102,363
Cost of revenue		678,778			(678,778	)	Revenue		102,363
Technology and development		163,927			(163,927	)	Fair value of originated MSRs					26,489
Marketing		114,481			(114,481	)	Revenue		26,489
General and administrative		235,364			(235,364	)	Servicing fee income					2,146
Restructuring and reorganization		5,684			(5,684	)	Revenue		2,146
Interest income		6,348			(6,348	)	Change in fair value of MSRs					(2,375	)
Interest expense		(27,780	)		27,780		Revenue		(2,375	)
Income tax benefit		530			-		Interest income					10,980
Gain on extinguishment of convertible senior notes		12,000			(12,000	)	Revenue		10,980
Other expense, net		(644	)		644		Interest expense on funding facilities					(11,226	)
Net loss	$	(164,801	)		-		Cost of revenue		(11,226	)
							Other income					910,193
							Revenue		903,784
							Interest income		6,348
							Other expense, net		61
							Salaries, commissions, and team member benefits					768,938
							Cost of revenue		498,761
							Technology and development		107,224
							Marketing		24,150
							General and administrative		133,141
							Restructuring and reorganization		5,662
							General and administrative expenses					237,267
							Cost of revenue		117,312
							Technology and development		37,364
							Marketing		5,225
							General and administrative		77,344
							Restructuring and reorganization		22
							Marketing and advertising expenses					119,816
							Cost of revenue		33,775
							Technology and development		89
							Marketing		84,859
							General and administrative		1,093
							Depreciation and amortization					42,834
							Cost of revenue		2,814
							Technology and development		19,250
							Marketing		233
							General and administrative		20,537
							Interest and amortization expense on non-funding debt					27,707
							Interest expense		27,707
							Other expenses					7,339
							Revenue		408
							Cost of revenue		14,890
							Marketing		14
							General and administrative		3,249
							Interest expense		73
							Gain on extinguishment of convertible senior notes		(12,000	)
							Other expense, net		705
							(Provision for) benefit from income taxes					530
							Net loss				$	(164,801	)

¹⁾

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

Note 4 – Preliminary Purchase Price Allocation for Redfin Merger

Estimated Redfin Merger Consideration

The following table summarizes the preliminary estimated aggregate merger consideration for Redfin with reference to Rocket’s closing share price of $14.48 on July 1, 2025.

	Amount
Estimated fair value of Rocket Class A common stock to be issued to Redfin stockholders ⁽ⁱ⁾	$	1,497,111
Estimated fair value of converted Redfin equity awards attributable to pre-combination service ⁽ⁱⁱ⁾		24,622
Cash paid to pay off term loan, accrued interest, and prepayment premium ⁽ⁱⁱⁱ⁾		252,013
Preliminary estimated merger consideration	$	1,773,746

Value of estimated shares of Rocket Class A common stock issued is based on 130,446,226 shares of outstanding common stock of Redfin as of July 1, 2025 each being exchanged for 0.7926 of a share of Rocket Class A common stock issued at $14.48, the closing share price on July 1, 2025.

ii)

Certain unvested equity awards of Redfin were replaced by Rocket’s equity awards with similar terms at closing. The vested portion of those awards, as well as awards that fully vested prior to the closing date, are included as consideration applying the same exchange ratio and share price as (i) above.

iii)

Cash paid to settle Redfin’s outstanding term loan principal, accrued interest, and a 1% prepayment premium triggered by the Redfin Merger.

Preliminary Purchase Price Allocation

The assumed accounting for the Redfin Merger, including the preliminary merger consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. Rocket is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Redfin Merger. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that Rocket believes are reasonable under the circumstances. The purchase price adjustments relating to Redfin’s and Rocket’s combined financial information are preliminary and are subject to change, as additional information becomes available and as additional analyses are performed.

The following table summarizes the preliminary purchase price allocation, as if the Redfin Merger had been completed on June 30, 2025:

	Amount
Estimated Merger Consideration:	$	1,773,746
Cash and cash equivalents⁽ⁱ⁾		149,094
Restricted cash		136
Mortgage loans held for sale, at fair value		164,900
Derivative assets, at fair value		5,223
MSRs, at fair value		2,494
Property and equipment, net		37,323
Lease right of use assets		20,093
Intangible assets, net ⁽ⁱⁱ⁾		897,500
Other assets		93,819
Funding facilities		158,239
Senior Notes, net		530,649
Accounts payable ⁽ⁱ⁾		47,779
Lease liabilities		27,803
Derivative liabilities, at fair value		1,959
Investor reserves		2,071
Deferred tax liability, net ⁽ⁱⁱⁱ⁾		(30,053	)
Other liabilities		166,526
Net tangible assets acquired (excluding goodwill)		465,609
Goodwill		1,308,137
Total net assets acquired	$	1,773,746

Inclusive of $24.3 million of seller transaction costs, of which $19.3 million was contingent on the closing of the Redfin Merger and $5.0 million previously accrued, both of which were paid at closing. See Note 5(b) below.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

ii)

Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following:

	Preliminary Fair Value		Estimated Useful Life (years)
Preliminary fair value of intangible assets acquired:
Developed technology and other	$	360,000	4
Trade names and trademarks		350,000	7
Customer relationships		187,500	2 - 10
Intangible assets acquired	$	897,500

iii)

As a result of the Redfin Merger, Rocket expects to benefit from Redfin’s deferred tax asset balance, leading to net deferred tax assets of $229.1 million, offset by deferred tax liabilities of $198.3 million from book-tax basis differences arising from the preliminary purchase price allocation. Redfin’s historical deferred tax liability of $0.8 million is netted against the $30.8 million net deferred tax asset position above, resulting in an ending deferred tax asset position of $30.0 million, which is shown as a negative deferred tax liability as the combined company will be in a net deferred tax liability position. There are a number of factors that will ultimately impact the final deferred tax position recorded by the consolidated group including operations before closing, potential changes in tax laws, and the mix of earnings. This determination is preliminary and subject to change.

Note 5 – 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 balance sheet and statements of income (loss). All adjustments are based on preliminary assumptions and valuations, which are subject to change.

Reflects the accelerated payoff of Redfin’s outstanding aggregate principal from its term loan, accrued interest, and a 1% prepayment premium triggered by the Redfin Merger of $252.0 million, which is included as part of the consideration transferred. See Note 4 above. The adjustment reflects the extinguishment of the term loan debt and the write-off of unamortized deferred issuance costs of $3.6 million and elimination of accrued interest on the term loan of $2.2 million. See Note 5(e) for the corresponding elimination of the historical interest expense attributed to the term loan.

Reflects Redfin’s expected acquisition-related transaction costs of $24.3 million that was paid in cash by Rocket. This includes a reduction in Accounts payable of $5.0 million previously accrued. See Note 4.

Represents the preliminary adjustment to goodwill of $846.8 million within Goodwill and intangible assets, net, which reflects the elimination of the historical goodwill of $461.3 million and the recognition of the preliminary estimate of goodwill in connection with the Redfin Merger of $1,308.1 million. See Note 4.

Represents the preliminary adjustment to intangible assets of $853.2 million within Goodwill and intangible assets, net, which reflects the elimination of historical intangibles of $44.3 million, and the preliminary estimate of the fair value of the acquired intangible assets of $897.5 million. This adjustment also eliminates $45.6 million representing the remaining balance as of June 30, 2025 of capitalized costs that Redfin had previously recharacterized from intangible assets to other assets related to the Zillow partnership announced in February 2025. Refer to Note 4 above for additional information on the acquired intangible assets expected to be recognized. The pro forma impacts reflected in Depreciation and amortization as a result of the adjustment to intangible assets are shown in the table below:

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Pro forma transaction accounting adjustments:
Removal of historical Redfin amortization of intangible assets and contract asset⁽¹⁾	$	(9,630	)	$	(23,741	)
Amortization of intangible assets		87,600			175,200
Net pro forma transaction accounting adjustment to Depreciation and amortization	$	77,970		$	151,459

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.

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $8.8 million and $17.5 million for the six months ended June 30, 2025 and year ended December 31, 2024, respectively. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Redfin Merger may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

Reflects the preliminary purchase accounting adjustment to reduce the senior convertible notes by $42.7 million down to their fair values. The pro forma impact reflected in Interest and amortization expense on non-funding debt as a result of the adjustment to debt, and based on an 5.8% weighted average effective interest rate, is calculated in the table below:

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Pro forma transaction accounting adjustments:
Removal of historical interest expense⁽¹⁾	$	(15,516	)	$	(27,707	)
Pro forma interest expense		14,493			28,792
Net pro forma transaction accounting adjustment to Interest and amortization expense on non-funding debt	$	(1,023	)	$	1,085

¹⁾ Inclusive of the historical interest expense incurred in connection with the Redfin term loan that is assumed to be settled as a result of the change-in-control.

Reflects expected remaining non-recurring acquisition-related transaction costs of $8.6 million related to the Redfin Merger, primarily for professional services to consummate the Redfin Merger. These estimated and to be incurred acquisition-related transaction costs are not reflected on the historical consolidated balance sheet of Rocket as of June 30, 2025, but are reflected in the unaudited pro forma condensed combined balance sheet as of June 30, 2025 as an increase to Accounts payable and a decrease to Retained earnings, with a corresponding increase to General and administrative expenses in the unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2024.

Reflects an increase in Rocket’s TRA liability of $1.3 million and an increase in its deferred tax liability of $1.1 million indirectly resulting from the Redfin Merger. The corresponding offsetting adjustment is recorded through Retained earnings. The increases in the TRA liability and the deferred tax liability are reflected as increases to Other expenses and Provision for income taxes on the unaudited pro forma condensed combined statement of income (loss), respectively, for the year ended December 31, 2024.

Reflects the decrease to Rocket’s deferred tax liabilities of $30.8 million recognized from the Redfin Merger. See Note 4.

Reflects the adjustment to Salaries, commissions and team member benefits with respect to net stock-based compensation expense for Rocket replacement equity awards and estimated one-time discretionary payments to be made to certain former Redfin employees. A corresponding adjustment reflects the accrual of $9.9 million to Other liabilities in the unaudited pro forma condensed combined balance sheet as of June 30, 2025. See Note 4 for further discussion around the fair value of the vested portion of awards allocated to the pre-combination period.

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Pro forma transaction accounting adjustments:
Removal of historical Redfin stock-based compensation expense	$	(29,699	)	$	(71,159	)
Record stock-based compensation expense from replacement awards		13,858			56,262
Record estimated one-time discretionary payments to be made to certain former Redfin employees		-			9,946
Net pro forma transaction accounting adjustment to Salaries, commissions, and team member benefits	$	(15,841	)	$	(4,951	)

Reflects the adjustments to Equity:

	Class A common stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss
Pro forma transaction accounting adjustments:
Elimination of Redfin’s historical equity	$	(130	)	$	(939,401	)	$	1,119,018		$	204
Rocket Class A common stock issued to Redfin stockholders - See Note 4		1			1,497,110			-			-
Estimated fair value attributed to pre-combination vesting of equity awards - See Note 4		-			24,622			-			-
Estimated remaining acquisition-related transaction costs - See Note 5(f)		-			-			(8,640	)		-
Change in Rocket’s TRA liability and deferred tax liability – See Note 5(g)		-			-			(2,428	)		-
Estimated one-time discretionary payments – See Note 5(i)		-			-			(9,946	)		-
Net pro forma transaction accounting adjustments to Equity	$	(129	)	$	582,331		$	1,098,004		$	204

The estimated income tax impact on Redfin’s loss before income taxes, inclusive of the pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the six months ended June 30, 2025 and year ended December 31, 2024, as a result of the release of certain valuation allowance amounts in the Redfin Merger. The tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income (loss) and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended tax rate will likely vary from the actual effective tax rate in periods subsequent to completion of the Redfin Merger. The determination of the income tax impact is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

Note 6 – Mr. Cooper Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, Rocket’s management performed a preliminary 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. Following the Mr. Cooper Mergers, the combined company will finalize the review of reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

In order to conform to the new presentation as of June 30, 2025, Rocket created two new financial statement line items on its balance sheet: (i) MSR and Advance facilities, net and (ii) MSR related liabilities – nonrecourse at fair value. These new line items are comprised solely of the respective historical balances from Mr. Cooper’s consolidated balance sheet as of June 30, 2025 as Rocket did not have any existing balances to reclassify.

Refer to the table below for a summary of reclassification adjustments made to present Mr. Cooper’s consolidated balance sheet as of June 30, 2025 to conform with that of Rocket’s:

Mr. Cooper Historical Balance Sheet Line Items	Mr. Cooper Historical Balances as of June 30, 2025		Reclassification			Rocket Historical Balance Sheet Line Items ⁽¹⁾	Reclassification		Mr. Cooper Reclassified as of June 30, 2025
Cash and cash equivalents	$	782,517		-		Cash and cash equivalents			$	782,517
Restricted cash		167,900		-		Restricted cash				167,900
Mortgage servicing rights at fair value		11,430,753		-		Mortgage loans held for sale, at fair value				2,474,863
Advances and other receivables, net of reserves		1,123,878		(1,123,878	)	Derivative assets, at fair value				249,833
Mortgage loans held for sale at fair value		2,474,863		-		Other assets		249,833
Property and equipment, net of accumulated depreciation		72,042		-		Mortgage servicing rights (“MSRs”), at fair value				11,430,753
Deferred tax assets, net		149,419		-		Property and equipment, net				72,042
Other assets		2,297,459		(2,297,459	)	Deferred tax asset, net				149,419
Total assets		18,498,831		-		Lease right of use assets				36,200
Unsecured senior notes, net		4,901,677		-		Other assets		36,200
Advance, warehouse and MSR facilities, net		6,161,166		(6,161,166	)	Loans subject to repurchase right from Ginnie Mae (Asset)				1,109,646
Payables and other liabilities		1,955,995		(1,955,995	)	Other assets		1,109,646
MSR related liabilities – nonrecourse at fair value		380,739		-		Goodwill and intangible assets, net				242,448
Total liabilities	$	13,399,577		-		Other assets		242,448
						Other assets				1,783,210
						Advances and other receivables, net of reserves		1,123,878
						Other assets		659,332
						Total assets				18,498,831
						Funding facilities				1,777,659
						Advance, warehouse and MSR facilities, net		1,777,659
						Senior Notes, net				4,901,677
						MSRs and Advance facilities, net				3,876,117
						Advance, warehouse and MSR facilities, net		3,876,117
						Early buy out facility				507,390
						Advance, warehouse and MSR facilities, net		507,390
						MSR related liabilities - nonrecourse at fair value				380,739
						Accounts payable				113,999
						Payables and other liabilities		113,999
						Lease liabilities				47,857
						Payables and other liabilities		47,857
						Derivative liabilities, at fair value				34,647
						Payables and other liabilities		34,647
						Investor reserves				46,881
						Payables and other liabilities		46,881
						Loans subject to repurchase right from Ginnie Mae (liabilities)				1,109,646
						Payables and other liabilities		1,109,646
						Other liabilities				602,965
						Payables and other liabilities		602,965
						Total liabilities			$	13,399,577

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

¹⁾

The indented Mr. Cooper line items listed beneath each Rocket historical balance sheet line represent balances reclassified from the respective Mr. Cooper balance sheet line items to the corresponding Rocket balance sheet line items.

Refer to the table below for a summary of adjustments made to present Mr. Cooper’s consolidated statement of income (loss) for the six months ended June 30, 2025 to conform with that of Rocket’s:

Mr. Cooper Historical Statement of Operations Line Items	Mr. Cooper Historical for the Six Months Ended June 30, 2025			Reclassification			Rocket Historical Statement of Income (Loss) Line Items ⁽¹⁾	Reclassification			Mr. Cooper Reclassified for the Six Months Ended June 30, 2025
Service related, net	$	912,465			(912,465	)	Gain on sale of loans excluding fair value of MSRs, net				$	(52,229	)
Net gain on mortgage loans held for sale		255,587			(255,587	)	Service related, net		56,833
Salaries, wages and benefits		383,830			(383,830	)	Net gain on mortgage loans held for sale		(109,062	)
General and administrative		375,986			(375,986	)	Fair value of originated MSRs					364,649
Interest income		405,685			(405,685	)	Net gain on mortgage loans held for sale		364,649
Interest expense		(430,379	)		430,379		Servicing fee income					1,395,455
Other income (expense), net		(11,789	)		11,789		Service related, net		1,395,455
Income tax expense		85,819			-		Change in fair value of MSRs					(567,905	)
Net income	$	285,934			-		Service related, net		(567,905	)
							Interest income					72,608
							Interest income		72,608
							Interest expense on funding facilities					(54,968	)
							Interest expense		(54,968	)
							Other income					375,898
							Service related, net		28,082
							Interest income		346,917
							Other income (expense), net		899
							Salaries, commissions and team member benefits					445,467
							Salaries, wages and benefits		383,830
							General and administrative		61,637
							General and administrative expenses					261,942
							General and administrative		261,942
							Marketing and advertising expenses					23,408
							General and administrative		23,408
							Depreciation and amortization					28,999
							General and administrative		28,999
							Interest and amortization expense on non-funding debt⁽²⁾					352,672
							Interest expense		352,672
							Other expenses					49,267
							Interest income		13,840
							Interest expense		22,739
							Other income (expense), net		12,688
							(Provision for) benefit from income taxes					(85,819	)
							Net income				$	285,934

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.

²⁾

Mr. Cooper reclassified total amount presented in Interest expense and amortization for non-funding debt consists of interest expense from MSRs and other advance facilities, other interest expense from legacy senior notes, and excess spread financing.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

Refer to the table below for a summary of adjustments made to present Mr. Cooper’s consolidated statement of income (loss) for the year ended December 31, 2024 to conform with that of Rocket’s:

Mr. Cooper Historical Statement of Operations Line Items	Mr. Cooper Historical for the Year Ended December 31, 2024			Reclassification			Rocket Historical Statement of Income (Loss) Line Items ⁽¹⁾	Reclassification			Mr. Cooper Reclassified for the Year Ended December 31, 2024
Service related, net	$	1,788,183			(1,788,183	)	Gain on sale of loans excluding fair value of MSRs, net				$	64,585
Net gain on mortgage loans held for sale		437,344			(437,344	)	Service related, net		86,239
Salaries, wages and benefits		694,722			(694,722	)	Net gain on mortgage loans held for sale		(21,654	)
General and administrative		624,213			(624,213	)	Fair value of originated MSRs					458,998
Interest income		789,738			(789,738	)	Net gain on mortgage loans held for sale		458,998
Interest expense		(776,478	)		776,478		Servicing fee income					2,475,426
Other income (expense), net		(18,687	)		18,687		Service related, net		2,475,426
Income tax expense		232,065			-		Change in fair value of MSRs					(842,030	)
Net income	$	669,100			-		Service related, net		(842,030	)
							Interest income					102,047
							Interest income		102,047
							Interest expense on funding facilities					(84,475	)
							Interest expense		(84,475	)
							Other income					793,189
							Service related, net		68,548
							Interest income		722,832
							Other income (expense), net		1,809
							Salaries, commissions, and team member benefits					771,164
							Salaries, wages and benefits		694,722
							General and administrative		76,442
							General and administrative expenses					465,219
							General and administrative		465,219
							Marketing and advertising expenses					39,002
							General and administrative		39,002
							Depreciation and amortization					43,550
							General and administrative		43,550
							Interest and amortization expense on non-funding debt⁽²⁾					641,934
							Interest expense		641,934
							Other expenses					105,706
							Interest income		35,141
							Interest expense		50,069
							Other income (expense), net		20,496
							(Provision for) benefit from income taxes					(232,065	)
							Net income				$	669,100

¹⁾

²⁾

Note 7 – Preliminary Purchase Price Allocation for Mr. Cooper Mergers

Estimated Mr. Cooper Mergers Consideration

The following table summarizes the preliminary estimated aggregate merger consideration for Mr. Cooper with reference to Rocket’s closing share price of $18.12 on August 6, 2025.

	Amount
Estimated fair value of Rocket Class A common stock to be issued to Mr. Cooper stockholders ⁽ⁱ⁾	$	12,754,406
Estimated fair value of converted Mr. Cooper equity awards attributable to pre-combination service ⁽ⁱⁱ⁾		179,399
Cash paid to pay off senior unsecured notes, accrued interest, and other fees ⁽ⁱⁱⁱ⁾		3,266,322
Cash paid to settle MSR facilities and accrued interest ^(iv)		800,000
Estimated Mr. Cooper acquisition-related transaction costs to be paid by Rocket ^(v)		102,107
Preliminary estimated merger consideration	$	17,102,234

Value of estimated shares of Rocket Class A common stock issued is based on 63,989,595 shares of outstanding common stock of Mr. Cooper as of June 30, 2025 each being exchanged for 11.00 shares of Rocket Class A common stock issued at $18.12, the closing share price on August 6, 2025.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

ii)

Certain unvested equity awards of Mr. Cooper will be replaced by Rocket’s equity awards with similar terms at closing. The vested portion of those awards, as well as awards that fully vest prior to the closing date, are included as consideration applying the same exchange ratio and share price as (i) above.

iii)

Cash paid to settle Mr. Cooper outstanding senior unsecured notes due 2026 through 2028 and outstanding senior unsecured notes due 2030 through 2031, accrued interest, and other fees, as a result of the Mr. Cooper Mergers.

iv)

Cash paid to settle outstanding balances on MSR facilities and accrued interest in connection with the Mr. Cooper Mergers.

Reflects Mr. Cooper transaction costs that will be paid in cash by Rocket as part of the Mr. Cooper Mergers.

The preliminary estimated aggregate merger consideration could significantly differ from the amounts presented due to movements in Rocket’s share price up to the closing date. A sensitivity analysis related to the fluctuation in Rocket’s share price was performed to assess the impact a hypothetical change of 10% on the closing price of Rocket common stock on August 6, 2025 would have on the estimated preliminary purchase price consideration and goodwill as of the closing date:

	Stock Price		Total Estimated Consideration		Change
10% increase	$	19.93	$	18,395,615	$	1,293,381
10% decrease	$	16.31	$	15,808,853	$	(1,293,381	)

Preliminary Purchase Price Allocation

The assumed accounting for the Mr. Cooper Mergers, including the preliminary merger consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Mr. Cooper, Rocket used benchmarking information from public precedent transactions as well as a variety of other sources, including market participant assumptions. Rocket is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Mr. Cooper Mergers. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that Rocket believes are reasonable under the circumstances. The purchase price adjustments relating to Mr. Cooper’s and Rocket’s combined financial information are preliminary and are subject to change, as additional information becomes available and as additional analyses are performed.

The following table summarizes the preliminary purchase price allocation, as if the Mr. Cooper Mergers had been completed on June 30, 2025:

	Amount
Estimated Merger Consideration	$	17,102,234
Cash and cash equivalents ⁽ⁱ⁾		654,538
Restricted cash		167,900
Mortgage loans held for sale, at fair value		2,474,863
Derivative assets, at fair value		249,833
MSRs, at fair value		11,430,753
Property and equipment, net		72,042
Lease right of use assets		36,200
Loans subject to repurchase right from Ginnie Mae (asset)		1,109,646
Intangible assets, net ⁽ⁱⁱ⁾		1,860,000
Other assets		1,783,210
Funding facilities		1,777,659
Senior Notes, net		1,815,753
MSR and Advance facilities, net		3,090,404
Early buy out facility		507,390
MSR related liabilities - nonrecourse at fair value		380,739
Accounts payable		113,999
Lease liabilities		47,857
Derivative liabilities, at fair value		34,647
Investor reserves		46,881
Loans subject to repurchase right from Ginnie Mae (liabilities)		1,109,646
Deferred tax liability, net ⁽ⁱⁱⁱ⁾		186,291
Other liabilities		550,268
Net tangible assets acquired (excluding goodwill)		10,177,451
Goodwill		6,924,783
Total net assets acquired	$	17,102,234

Cash and cash equivalents is net of the $128.0 million pre-closing dividend payment of $2.00 per share to Mr. Cooper’s stockholders that will be declared as indicated in the overall Mr. Cooper Mergers announcement.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

ii)

Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following:

	Preliminary Fair Value		Estimated Useful Life (years)
Preliminary fair value of intangible assets acquired:
Relationships	$	1,500,000	10
Trade name		200,000	3
Internally developed technology		150,000	3
Other		10,000	2
Intangible assets acquired	$	1,860,000

iii)

As a result of the Mr. Cooper Mergers, Rocket will recognize additional deferred tax liabilities of $335.7 million from book-tax basis differences arising from the preliminary purchase price allocation. Mr. Cooper’s historical net deferred tax asset of $149.4 million is netted against the deferred tax liability, resulting in Rocket’s net increase to deferred tax liability of $186.3 million related to the Mr. Cooper Mergers. There are a number of factors that will ultimately impact the final deferred tax position recorded by the consolidated group including operations before closing, potential changes in tax laws, and the mix of earnings. This determination is preliminary and subject to change.

Note 8 – 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 balance sheet and statement of income (loss). All adjustments are based on preliminary assumptions and valuations, which are subject to change.

Reflects the accelerated payoff of the Mr. Cooper Notes, accrued interest, other fees, and MSR facilities, which is included as part of the consideration transferred. See Note 7. The adjustment to Senior Notes, net reflects the extinguishment of $3,200 million aggregate principal amount of Mr. Cooper Notes and related other fees of $15.6 million, a fair value adjustment of $65.8 million on the assumed Mr. Cooper senior notes due 2029 and 2032, and the write-off of unamortized deferred issuance costs of $48.3 million. The adjustment to MSR and Advance facilities, net reflects the paydown of outstanding MSR facilities in the amount of $798.0 million and the write-off of unamortized deferred issuance costs of $12.3 million. The adjustment to Other liabilities reflects the elimination of accrued interest of $50.7 million on Mr. Cooper senior notes and $2.0 million on MSR facilities assumed to be repaid at closing.

A corresponding adjustment to Interest and amortization expense on non-funding debt reflects the elimination of the historical interest expense attributed to the Mr. Cooper Notes of $158.8 million and $281.8 million, the elimination of the historical interest expense attributed to MSR facilities of $28.1 million and $46.0 million, and amortization of the fair value adjustment of the assumed Mr. Cooper Notes of $4.3 million and $8.1 million in the unaudited pro forma condensed combined statement of income (loss) for the six months ended June 30, 2025 and year ended December 31, 2024, respectively.

Reflects Mr. Cooper’s expected acquisition-related transaction costs of $102.1 million that will be paid in cash by Rocket as part of consideration transferred and the dividend payment of $128.0 million, which will be paid out prior to closing.

Reflects the increase to Rocket’s deferred tax liability of $186.3 million, consisting of net deferred tax liabilities of $335.7 million recognized from the Mr. Cooper Mergers, which is offset by Mr. Cooper’s historical deferred tax assets of $149.4 million. See Note 7.

Represents the preliminary adjustment to goodwill of $6,783.5 million within Goodwill and intangible assets, net, which reflects the elimination of the historical goodwill of $141.3 million and the recognition of the preliminary estimate of goodwill in connection with the Mr. Cooper Mergers of $6,924.8 million.

Represents the preliminary adjustment to intangible assets of $1,758.9 million within Goodwill and intangible assets, net, which reflects the elimination of historical intangibles of $101.1 million and the preliminary estimate of the fair value of the acquired intangible assets of $1,860.0 million.

The pro forma impacts reflected in Depreciation and amortization as a result of the adjustment to intangible assets are shown in the table below:

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Pro forma transaction accounting adjustments:
Removal of historical Mr. Cooper amortization of intangible assets	$	(17,181	)	$	(13,874	)
Amortization of intangible assets		135,833			271,667
Net pro forma transaction accounting adjustment to Depreciation and amortization	$	118,652		$	257,793

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $13.6 million and $27.2 million for the six months ended June 30, 2025, and year ended December 31, 2024, respectively. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Mr. Cooper Mergers may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

Reflects expected remaining non-recurring acquisition-related transaction costs of $34.5 million related to the Mr. Cooper Mergers, primarily for professional services to consummate the Mr. Cooper Mergers. These estimated and to be incurred acquisition-related transaction costs are not reflected on the historical consolidated balance sheet of Rocket as of June 30, 2025, but are reflected in the unaudited pro forma condensed combined balance sheet as of June 30, 2025 as an increase to Accounts payable and a decrease to Retained earnings, with a corresponding adjustment to General and administrative expenses in the unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2024.

Reflects a decrease in Rocket’s TRA liability of $1.7 million and a decrease in its deferred tax liability of $1.5 million indirectly resulting from the Mr. Cooper Mergers. The corresponding offsetting adjustment is recorded through Retained earnings. The decrease in the TRA liability and the net deferred tax liability are reflected as a reduction to Other expenses and Provision for income taxes on the unaudited pro forma condensed combined statement of income (loss), respectively, for the year ended December 31, 2024.

Reflects the adjustments to Equity:

	Class A common stock			Additional paid-in capital			Retained earnings
Pro forma transaction accounting adjustments:
Pre-closing Mr. Cooper dividend	$	-		$	-		$	(127,979	)
Elimination of Mr. Cooper’s historical equity		(1,058	)		(1,063,121	)		(3,907,096	)
Rocket Class A common stock issued to Mr. Cooper stockholders - See Note 7		7			12,754,399			-
Estimated fair value attributed to pre-combination vesting of equity awards - See Note 7		-			179,399			-
Estimated remaining acquisition-related transaction costs - See Note 8(f)		-			-			(34,450	)
Change in Rocket’s TRA liability and deferred tax liability – See Note 8(g)		-			-			3,254
Net pro forma transaction accounting adjustments to Equity	$	(1,051	)	$	11,870,677		$	(4,066,271	)

Reflects the adjustment to Salaries, commissions and team member benefits with respect to the net stock-based compensation expense for Rocket replacement equity awards. See Note 7 for further discussion around the fair value of the vested portion of awards allocated to the pre-combination period.

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Pro forma transaction accounting adjustments:
Removal of historical Mr. Cooper stock-based compensation expense	$	(25,992	)	$	(37,000	)
Record stock-based compensation expense from replacement awards		34,259			109,133
Net pro forma transaction accounting adjustment to Salaries, commissions, and team member benefits	$	8,267		$	72,133

The new annualized stock-based compensation expense from replacement equity awards includes the exchange of unvested service-based restricted stock units (“RSUs”) measured at fair value as of the acquisition date, as well as exchanged unvested performance-based restricted stock units (“PSUs”) based on an assumed maximum performance (200% attainment of the underlying performance criteria). The actual number of Mr. Cooper PSUs exchanged for Rocket time-based RSUs will be determined prior to the acquisition date, generally based on actual performance.

The estimated income tax impact on Mr. Cooper’s income before income taxes, inclusive of the pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the six months ended June 30, 2025 and year ended December 31, 2024. The tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income (loss) and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended tax rate will likely vary from the actual effective tax rate in periods subsequent to completion of the Mr. Cooper Mergers. The determination of the income tax impact is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

Note 9 – Financing Adjustments

Reflects the estimated deferred financing costs of $18.8 million related to the $1,750 million of the Mr. Cooper senior notes due 2029 and 2032 anticipated to be assumed and exchanged at transaction close. See Note 8(a).

Reflects the payoff of third-party fees related to the assumed Mr. Cooper Notes. The adjustment reflects an elimination of these fees in Cash and cash equivalents and a decrease to Retained earnings of $2.3 million in the unaudited pro forma condensed combined balance sheet as of June 30, 2025. Additionally, a corresponding adjustment reflects the pro forma impact of the third-party fees in General and administrative expense for the year ended December 31, 2024.

The non-recurring Bridge Facility fees of $25.9 million were reflected on the consolidated balance sheet of the Company as of June 30, 2025, recorded in Other assets. The adjustment reflects an elimination of these fees in Other assets and a decrease to Retained earnings in the unaudited pro forma condensed combined balance sheet as of June 30, 2025. Additionally, a corresponding adjustment reflects the pro forma impact of the non-recurring Bridge Facility fees in Interest and amortization expense on non-funding debt for the year ended December 31, 2024.

Rocket Companies, Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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

Reflects the pro forma impact for interest expense and amortization of deferred financing costs of the senior notes issued by Rocket and assumed Mr. Cooper Notes in Interest and amortization expense on non-funding debt of $182.3 million for the six months ended June 30, 2025 and $379.5 million for the year ended December 31, 2024.

The estimated income tax impact on the financing pro forma adjustments, utilizing an estimated blended statutory tax rate of approximately 24% for the six months ended June 30, 2025, and year ended December 31, 2024. The tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income (loss) and changes in tax law.

Note 10 – Earnings Per Share

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

	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Numerator
Pro forma net income (loss)	$	(102,658	)	$	618,307
Special Dividend on common stock		(120,120	)		-
Dividend equivalents on unvested Rocket share-based awards		(26,574	)		-
Pro forma net income (loss) attributable to common shareholders	$	(249,352	)	$	618,307

Denominator⁽¹⁾:
Historical Rocket weighted average shares outstanding – basic		159,643,228			141,037,083
Shares of Class L common stock from Up-C Collapse		1,848,879,455			1,848,879,455
Shares of Class A common stock issued to Redfin stockholders		103,391,679			103,391,679
Shares of Class A common stock issued to Mr. Cooper stockholders		703,885,545			703,885,545
Weighted average shares of common stock outstanding – basic		2,815,799,907			2,797,193,762

Historical Rocket weighted average shares outstanding – diluted		159,643,228			141,037,083
Shares of Class L common stock from Up-C Collapse		1,848,879,455			1,848,879,455
Rocket dilutive share-based awards ⁽²⁾		5,339,600			8,412,274
Shares of Class A common stock issued to Redfin stockholders		103,391,679			103,391,679
Rocket share-based awards issued in exchange for Redfin share-based awards⁽³⁾		7,251,385			5,846,430
Shares of Class A common stock to Mr. Cooper stockholders		703,885,545			703,885,545
Rocket share-based awards issued in exchange for Mr. Cooper stock-based awards⁽⁴⁾		16,868,740			12,911,990
Weighted average shares of common stock outstanding - diluted		2,845,259,632			2,824,364,456

Pro forma net income (loss) per share of common stock outstanding - basic	$	(0.09	)	$	0.22
Pro forma net income (loss) per share of common stock outstanding - diluted	$	(0.09	)	$	0.22

⁽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⁾

As a result of the related pro forma effects for the year ended December 31, 2024 from the Up-C Collapse, a portion of Rocket RSUs, PSUs, and stock options became dilutive.

⁽³⁾

Includes the exchange of Redfin RSUs, PSUs and stock options into Rocket share-based awards based on Redfin’s capitalization as of June 30, 2025.

⁽⁴⁾

Includes the exchange of Mr. Cooper RSUs and PSUs into Rocket share-based awards based on Mr. Cooper’s capitalization as of June 30, 2025.

Delaware	001-39432	84-4946470
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common stock, par value $0.00001 per share		RKT		New York Stock Exchange

Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits

Exhibit No.		Description

99.1		Unaudited condensed consolidated financial statements of Redfin
99.2		Unaudited pro forma combined financial information of Rocket
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	ROCKET COMPANIES, INC.

	By:	/s/ Noah Edwards
	Name:	Noah Edwards
	Title:	Chief Accounting Officer