RKT 10-K & 10-Q changes, risk factors and insider trading

•The success and growth of our business, results of operations and financial condition will depend upon our continued ability to adapt to and implement technological changes to meet our business needs and the changing demands of the market and our clients.

•Issues related to the development, proliferation and use of AI could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business. Cyberattacks, security breaches, or a failure to comply with information security laws or regulations could result in serious harm to our reputation and adversely affect our business.

•We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances.circumstances, and some of the loans we service are higher risk loans, which are more expensive to service and may lead to liquidity challenges.

•We may be required to repurchase or substitute mortgage loans or mortgage servicing rights (“MSRs”) that we have sold, or indemnify purchasers of our mortgage loans or MSRs.

•We may be unable to make acquisitions and investments, successfully integrate acquired companies (including Redfin and Mr. Cooper) into our business, or our acquisitions (including Redfin and Mr. Cooper) and investments may not meet our expectations, any of which could adversely affect our business, financial condition and results of operations.

•Our business is significantly impacted by interest rates. Changes in prevailing interest rates, U.S. monetary policies or other macroeconomic conditions affecting interest rates have had and may continuein tothe future have a detrimental effect on our business.

•A disruption in the secondary home loan market, including the mortgage-backed security (“MBS”) market, could have a detrimental effect on our business.

•We are controlled by RHI, an entity controlled by DanMr. Gilbert, whose interests may conflict with our interests and the interests of other stockholders. Further, because we are a “controlled company” within the meaning of the New York Stock ExchangeNYSE rules, we qualify for and intend to rely on exemptions from certain corporate governance requirements.

The success and growth of our business, results of operations and financial condition will depend upon our continued ability to adapt to and implement technological changes to meet our business needs and the changing demands of the market and our clients.

The markets in which we operate are characterized by rapid technological advancement and innovation, with continuous introduction of new technology-driven products and services to meet growing and changing client demands. We rely on our proprietary technology to deliver products and services to clients, to elevate our lending origination loan application process and service loans. InWe addition,have wemade maysignificant investments in new technology-driven products and have become increasingly relyreliant on AI, automationAI in mortgageour lending,core businesses and otheractivities, innovativeincluding technologyour ormortgage third-partyorigination softwareand asservicing weofferings introduceand in our competitive plans for attracting potential customers, hiring and retaining lead agents and introducing new products, expandexpanding our current products into new markets and continuecontinuing to streamline various financial service-relatedservice related products, services and processes. IfThe weorigination and servicing processes, as well as key capital markets activities are unableincreasingly todependent keepon pace with technological change affecting the markets for our services or if we are unable to successfully innovate, integrate and adopt new technologies to continue to deliver a superior client experience, the demand for our products and services may decreasetechnology and our business relies on our continued ability to attractprocess clientsloan applications over the internet, accept electronic signatures, provide instant process status updates, conduct secondary market transactions, process payments, provide electronic statements and ourother growthclient and resultsloan ofapplicant-expected operations may be harmed.conveniences.

ToMaintaining and improving our current technologies, network capacities and computing power to meet evolving industry standards and customer and agent expectations and data growth, as well as developing commercially successful and innovative new technology, requires significant capital expenditures and skilled personnel. These technology initiatives might not provide the anticipated benefits, or may provide them on a delayed schedule or at a higher than forecasted cost. We must continue to monitor and choose the right investments and implement them at the right pace in order to maintain our competitive position and to continue to deliver a superior client experience. Failing to effectively implement new technology-driven products and services as quickly as our competitors, or to successfully market these products and services to our customers, could result in decreased demand for our offerings and adversely impact our growth and results of operations. Additionally, to the extent we are dependent on any particular technology or technological solution (whether developed internally or by a third-party vendor), we may be harmed if such technology or technological solution becomes non-compliant with existing industry standards, fails to meet or exceed the capabilities of our competitors’ equivalent technologies or technological solutions, becomes increasingly expensive to service, retain and update, becomes subject to third-party claims of intellectual property infringement, misappropriation or other violation, or malfunctions or functions in a way we did not anticipate that results in loan defects potentially requiring repurchase and/or indemnification.

We are dependent on internal and external information technology networks and systems of Rocket and third parties to securely collect, process, transmit and store electronic information. In the ordinary course of our business, we receive, process, retain and transmit proprietary information and sensitive or confidential data, including public and non-public personal information of our clients, loan applicantsapplicants, agents and team members (collectively defined as “Rocket Information”). Despite devoting significant time and resources to ensure the integrity of our information technology systems, we may not be able to anticipate, detect or implement effective preventive measures against all cyberattacks, security breaches or unauthorized access ofto our information technology systems or those of third parties that support our business. The technology and other controls and processes designed to secure Rocket Information and to prevent, detect and remedy any unauthorized access to that information were designed to obtain reasonable, but not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. Such controls have not always detected and may in the future fail to prevent or detect, unauthorized access to Rocket Information. Risks that could directly result from the occurrence of a cyber incident include operational interruption, financial losses, damage to the relationship with customers and private data exposure. In addition to implementing processes, procedures and controls to address cyber incidents, we maintain insurance coverage to help mitigate these risks. However, such preventative measures may not be sufficient in all circumstances to prevent, mitigate or timely detect all potential risks. For example, on October 31, 2023, Mr. Cooper experienced a cybersecurity incident in which an unauthorized third party gained access to certain of its technology systems and obtained personal information relating to substantially all of its then-current and former customers/clients. Additionally, if a company that Rocket has recently acquired or a third-party service provider on which we rely experiences a cybersecurity incident, we may not learn of such incident in a timely manner, which may inhibit our ability to mitigate its impacts and can exacerbate the risks described in this risk factor.

Cybersecurity risks for lenderscompanies in our industries have significantly increased both in severity and volume in recent years and the techniques used to obtain unauthorized, improper, or illegal access to systems, third-party vendors, our clients’, loan applicants’ and team members’ data or to disable, degrade, or sabotage service are constantly evolving and have become increasingly complex and sophisticated and therefore more challenging to prevent and/or detect. Security attacks can originate from a wide variety of sources, including third parties such as computer hackers, hacktivists, nation state-backed hackers or persons involved with organized crime or associated with external service providers. Those parties may also attempt to fraudulently induce clients, loan applicants, team members or other users of our systems to disclose sensitive information to gain access to our systems or data. Any successful cyber-attack or unauthorized use of Rocket Information could result in harm to our business or operations including increased costs to address and remedy and/or litigation, disputes, damages or other liabilities from impacted parties.

The introduction of AI has also reduced the level of difficulty for bad actors to submit high quality fraudulent content as part of a cyber-attack, which could make it more difficult for us to contain cyber breaches, identify bad actors and fraudulent activity. AI-orchestrated cyberattacks may be launched with minimal human involvement, potentially increasing both the frequency and sophistication of future attacks. We also may not be able to anticipate or implement effective preventive measures against security breaches, especially because the methods of attack change frequently or may not be recognized until after such attack has been launched. Additionally, cyberattacks on local and state government databases and offices, including the rising trend of ransomware attacks and of cyberattacks as a tactical risk of modern warfare, expose us to the risk of losing access to critical data and the ability to provide services to our clients, including but not limited, to issuing title insurance policies and closing on properties located in the affected counties or states.

CyberattacksA and/cyber incident such as a security breach or breachesa violation of privacy or data security laws or industry standards could also require us to notify members, customers, employees, federal, state, provincial or foreign authorities or governmental entities or other groups, result in violationsadverse publicity, loss of applicablesales privacyand profits, increase fees payable to third parties, and result in penalties or remediation and other laws.costs. If this information is inappropriately accessed and used by a third party or a team member during a cyberattack or breach for illegal purposes, the affected individuals may attempt to hold us responsible for any losses they may have incurred because of misappropriation. In such an instance, we may also be subject to regulatory action, investigation or liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of Rocket Information. Security breaches could also significantly damage our reputation with existing and prospective clients and third parties with whom we do business. Any publicized security problems affecting our businesses and/or those of such third parties may negatively impact the market perception of our products and discourage clients from doing business with us. We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences. In addition, our remediation efforts may not be successful and we may not have adequate insurance to cover these losses. While the Company has experienced non-material cyber incidents involving third party vendors, the Company’s continued use of third parties in its business yields the potential for cybersecurity incidents that may harm business operations.

Many of our services are dependent on the secure, efficient and uninterrupted operation of our technology infrastructure, including computer systems, related software applications and data centers, as well as those of certain third parties and affiliates. Our websiteswebsites, mobile apps (such as the Rocket Mortgage, Redfin and Mr. Cooper apps) and computer/telecommunication networks must accommodate a high volume of traffic and deliver frequently updated, accurate and timely information. The success of our mobile website and mobile apps also require seamless operation across multiple operating systems and devices and are susceptible to harm by factors outside of our control, including changes to the terms of service or requirements of mobile app stores and changes in mobile operating systems that disproportionately affect us, degrade the functionality of our mobile website or mobile app, require costly upgrades to our technology offerings, or give preferential treatment to competitors. We have experienced, and may in the future experience, service disruptions and failures caused by system or software failure, fire, power loss, telecommunications failures, human error or misconduct, external attacks (e.g., computer hackers, hacktivists, nation state-backed hackers), denial of service or information, malicious or destructive code, as well as natural disasters, health pandemics, strikes, and other similar events and while our mitigation and recovery processes are designed to reduce the impact of these types of incidents, our contingency planning may not be sufficient for all situations. The implementation of technology changes and upgrades to maintain current and integrate new technology systems may also cause service interruptions. Any such disruptions could materially interrupt or delay our ability to provide services to our clients and loan applicants and could also impair the ability of third parties to provide critical services to us.

We rely heavily on our ability to attract and convert online consumers into loan applicants and clients through our websites and mobile applicationsapps (such as the Rocket Mortgage, Redfin and Mr. Cooper apps) in a cost-effective manner. To do so, we depend on search engines, digital advertising platforms and other online sources to drive traffic. We appear in search engine results through both paid listings, where we purchase specific terms and unpaid (algorithmic) rankings. OurHowever, substantialour investments in digital marketing initiatives—such as search engine optimization—are intendedability to improvemaintain ourthis prominencevisibility is threatened by frequent algorithm updates and the rapid deployment of Generative AI in search engines (e.g., AI Overviews). These AI-driven features increasingly provide direct answers to financial queries on the search results andpage, increasepotentially overallsatisfying user intent without a click-through to our website andwith appzero-click visits.searches, However,thereby thesereducing effortsorganic may be undermined by rising advertising costs, increasing competition, ineffective campaigns, and factors beyond our control, such as frequent search algorithm updates or the growing integration of AI into search results.traffic.

Our digital marketing capabilities depend on data signals derived from user activities on third-party websites, platforms and devices. OngoingThe deprecation of third-party cookies by major browsers and the restriction of mobile advertising identifiers (such as Apple’s IDFA), ongoing changes in the regulatory environment—environment, such as the California Consumer Privacy Act— and other enacted U.S. state privacy laws, and evolving policies from mobile operating systems and browser providers have begun to restrict the data signals available for ad targeting and measurement. Additionally, growing consumer demand for privacy-centric online experiences and growing consolidation of user data from “walled garden” platforms (such as Google and Meta) is likely to further diminish these signals, limiting our ability to refine targeting, measure campaign effectiveness and maintain cost-efficient client acquisition.

We also rely on app marketplaces to connect consumers with our apps. Yet, intense competition within these marketplaces, along with potential changes in fee structures and ranking criteria, development, distribution and maintenance costs, changes to the terms of service or requirements of a mobile app store and changes in mobile operating systems that disproportionately affect us, may increase the costs associated with acquiring new mobile app users. Taken together, these challenges—includingchallenges-including reliance on volatile digital channels, evolving privacy regulations, restrictive lead generation rules and competitive pressures in app marketplaces— could impede our ability to attract new clients and achieve sustainable business growth.

Our mortgage loan origination business consists of providing purchase mortgages to homebuyers, refinancing existing loans and originating second lien home equity loans. The origination of purchase mortgages can be influenced by other stakeholders in the home-buying process such as agents, realtors and builders. Therefore, our ability to acquire new purchase mortgage clients can be impacted by our relationships with such stakeholders. Our ability to grow our origination business has been, and may in the future be, adversely affected by conditions of the overall origination market, including elevated interest rates, which has,has in turn,the hadpast had, and may in the future have, an adverse affecteffect on our results of operations. Our loan origination business also includes third-party mortgage brokers who operate on a more local basis and routinely work with agents, realtors and builders, but who are not contractually obligated to do business with us. Further, our competitors also have relationships with these brokers and actively compete with us in our efforts to expand our broker networks. We may not be successful in maintaining our existing relationships or in expanding our broker network. Our production and consumer direct lending operations are subject to overall market factors that can impact our ability to grow our loan production volume. For example, increased competition from new and existing market participants, reductions in the overall level of refinancing activity, slow growth in the level of new home purchase activity, lack of affordable housing, or inadequate inventory of homes for sale can impact our ability to continue to grow our loan production volumes and as such we have been and may in the future be forced to modify our cost structure or accept lower margins in our respective businesses in order to continue to compete and keep our volume of activity consistent with past or projected levels. If we are unable to continue to grow our loan origination business, this could adversely affect our business.

On the other hand, weWe may experience significant growth in our loan origination business and mortgageMSRs, servicingincluding rightsthe (growth in MSRs). associated with the acquisition of Mr. Cooper. If we do not effectively manage our growth through the deployment of resources including processes, technology and talent, the quality of our services could suffer, which could negatively affect our brand and operating results.

During any period in which one of our clients is not making payments on a loan we service we are required under most of our servicing agreements to advance our own funds to meet contractual principal and interest remittance requirements, pay property taxes and insurance premiums, legal expenses and other protective advances (“payment advances”).advances. If home values rise, we may be required to advance greater amounts of property taxes and insurance premiums. We also advance funds to maintain, repair and market real estate properties. In certain situations, we may elect to make certain payment advances knowing that we may not be reimbursed. In addition, in the event a loan serviced by us becomes delinquent, or to the extent a mortgagor under such loan is allowed to enter into a forbearance by applicable law, regulation, or investor/insurer guidelines, the repayment to us of any payment advance related to such events may be delayed until the loan is repaid or refinanced or liquidation occurs. A significant increase in delinquencies for the loans that we own and service could have a material impact on our revenues, expenses and liquidity and on the valuation of our MSRs. A delay in our ability to collect a payment advance may adversely affect our liquidity and our inability to be reimbursed for a payment advance could be detrimental to our business. Defaults might increase due to a deterioration in the macro economy and as the loans in our servicing portfolio get older, which may increase our costs of servicing and could be detrimental to our business. Further, forbearance legislation or regulation, such as part of a natural disaster response could increase the number of loans on which we must make such payment advances.

The majority of the mortgage loans we service are serviced on behalf of Fannie Mae, Freddie Mac (collectively defined as “GSEs”) and Ginnie Mae (together with GSEs, the “Agencies”).Mae. These entities establish the base service fee to compensate us for servicing loans as well as the assessment of fines and penalties that may be imposed upon us for failing to meet their respective servicing standards.

As is standard in the industry, under the terms of our master servicing agreements with the Agencies and investors (including non-GSE loan purchasers,purchasers), each has the right to terminate us as servicer of the loans we service on their behalf at any time and also have the right to cause us to sell the MSRs to a third party. In addition, failure to comply with servicing standards could result in termination of our agreements with the Agencies with little or no notice and without any compensation. If any of Fannie Mae, Freddie Mac, Ginnie Mae, or any private investor for which we subservice were to terminate us as a servicer, or increase our costs related to such servicing by way of additional fees, fines or penalties, such changes could have a material adverse effect on the revenue we derive from servicing activity, as well as the value of the related MSRs. These agreements, and other servicing agreements under which we service mortgage loans for non-GSE loan purchasers, also require that we service in accordance with GSE servicing guidelines, contain financial covenants and permit termination if we are terminated as an approved servicer by a GSE. Under our subservicingservicing contracts, the primary servicers for which we conduct subservicing activities have the right to terminate our subservicing rights with or without cause, with little notice and little to no compensation. If we were to have our servicing or subservicing rights terminated on a material portion of our servicing portfolio,portfolio this could adversely affect our financial results.

Our mortgage origination and servicing platforms, as well as Rocket Mortgage’s outstanding unsecured senior notes and outstanding securitization transactions that are composedcertain of our mortgagedebt loanand products,securitization instruments, are routinely rated by national rating agencies for various purposes. These ratings are subject to change without notice. Any downgrade of our ratings could restrict our access to sources of capital on terms satisfactory to us or at all, increase the cost of any debt or equity financingfinancing, adversely affect our ability to maintain our status as an approved servicer by Fannie Mae, Freddie Mac, Ginnie Mae and other investors, lead to the early termination of existing advance facilities and affect the terms and availability of advance facilities that we may seek in the future, cause our termination as servicer in our servicing agreements that require that we maintain specified servicer ratings and be otherwise detrimental to our business.

If our loan origination business loses market share, loan originations otherwise decrease, or the loans in our servicing portfolio are repaid or refinanced at a faster pace than expected, we may not be able to maintain or grow the size of our servicing portfolio, including our subserving portfolio, as our servicing portfolio is subject to “run-off” (i.e., mortgage loans serviced by us may be repaid at maturity, prepaid prior to maturity, refinanced with a mortgage not serviced by us, liquidated through foreclosure, deed-in-lieu of foreclosure, or other liquidation process, or repaid through standard amortization of principal). As a result, our ability to maintain the size of our servicing portfolio, in part, depends on our ability to originate loans with existing serviced clients.

We depend on our ability to sell loans in the secondary market to a limited number of investors and to the GSEs, and to securitize our loans into mortgage-backed securities (“MBS”) through the GSEs and Ginnie Mae. If our ability to sell or securitize mortgage loans is impaired, we may not be able to originate mortgage loans.

Substantially all of our loan originations are sold into the secondary market. We securitize loans into MBSs through Fannie Mae, Freddie Mac and Ginnie Mae. Loans originated outside of Fannie Mae, Freddie Mac and the guidelines of the FederalFHA, Housing Administration (“FHA”), United States Department of Agriculture (“USDA”),USDA, or the VA (for loans securitized with Ginnie Mae) are sold to private investors and mortgage conduits, including our loan securitization company, Woodward Capital Management LLC, which primarily securitizes such non-GSE loan products. For further discussion, see “- Risks Relating to the Financial and Macroeconomic Environment - Our business is highly dependent on Fannie Mae and Freddie Mac and certain U.S. government agencies and any changes in these entities or their current roles could be detrimental to our business.”

Further, there may be delays in our ability to sell future mortgage loans which we originate, or there may be a market shift that causes buyers of our non-GSE products—includingproducts-including jumbo mortgage loans, closed-end home equity loans and other non- qualifiedagency mortgage products—loans to reduce their demand for such products. These market shifts can be caused by factors outside of our control including, but not limited to macroeconomic changes, market shifts and changes in investor liquidity, availability, or appetite for such non-GSE products. Delays in the sale of mortgage loans, loss in confidence in the debt, obligations or in the U.S. government, increased borrowing costs or increased hedge risk also increase our exposure to market risks, which could adversely affect our profitability on sales of loans. Any such delays or failure to sell loans could have a materially adverse effect on our business.

The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, our consolidatedConsolidated financialFinancial statementsStatements and the related notes and other information included elsewhere in this Annual Report on Form 10-K (the “Form 10-K”).10-K. This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed below under the heading “ Special Note Regarding Forward-Looking Statements,” and in Part I and elsewhere in this Form 10-K.

We are a Detroit-basedDetroit‑based financial technologyfintech company with operations spanningincluding mortgage, real estate,estate and personal finance.finance businesses. We are committed to delivering industry-best client experiences through our AI-powered, vertically integrated homeownership ecosystem. Our proprietaryfull technologysuite platformof isproducts designedempowers toour deliverclients aacross seamless,financial AI-drivenwellness, homeownershippersonal experience, integratingloans, home search, mortgage origination,finance, title and closing, and personal financial management.closing. We believe our widely recognized “Rocket” brand is synonymous with simple, fast,fast and trusted digital experiences.

In 2024,2025, the housing and mortgage origination markets demonstratedcontinued signsto ofshow gradualgrowth recovery,and recovery over 2024, with overall mortgage origination volume increasing 12%15% from $1.5 trillion in 2023 to $1.7 trillion in 2024.2024 Theto U.S.$1.9 trillion in 2025. In light of a cooling labor market and despite inflation rateremaining moved closer toabove the Federal Reserve’sReserve's 2% target, promptingthe FOMC cut the Federal Reserve to reduce the federal fundsFunds rate by 10075 basis points in 2025 to 4.50%a betweentarget Septemberrange of 3.50%–3.75%. These adjustments, along with narrowing primary and December.secondary Despitespreads, thesehelped adjustments,push the 30-year fixed-rate mortgage from 6.9% at the start of the year to 6.15% by year-end. Throughout the year, affordability showed signs of improvement as rates moderated, though they remained elevated andcompared volatile,to andpre-pandemic levels. Home prices were accompaniedgenerally by constrained housing inventory, rising home prices and ongoing economic uncertainty.flat. These factors, collectively,along continuedwith tothe weighcooling labor market impacting consumer sentiment, collectively weighed on refinance and purchase origination activity acrossrelative theto industry.historical levels.

We originated $101.2$130.4 billion in residential mortgage loans, whichan wasincrease aof $22.4$29.2 billion, or 29%, increasecompared fromto 2023.$101.2 billion in 2024. Our Net incomeloss was $635.8$234 million, compared to a Net lossincome of $390.1$636 million in 2023.2024. We also generated $862.4$1.3 millionbillion of Adjusted EBITDA, which was an increase of $795.2$419 million, compared to $67.2$862 million in 2023.2024. See “Non-GAAP Financial Measures” below for more information on Adjusted EBITDA.

To provide investors with information in addition to our results as determined by GAAP, we disclose Adjusted revenue, Adjusted net income (loss), Adjusted diluted earnings (loss) per share and Adjusted EBITDA (collectively “our non-GAAP financial measures”) as non-GAAP measures which management believes provide useful information to investors. We believe that the presentation of our non-GAAP financial measures provides useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Our non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income (loss), or any other operating performance measure calculated in accordance with GAAP. Other companies may define ourtheir non-GAAP financial measures differently and as a result, our measures of our non-GAAP financial measures may not be directly comparable to those of other companies. Our non-GAAP financial measures provide indicators of performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures.

We define “Adjusted revenue” as totalTotal revenuesrevenue, net of the changeChange in fair value of mortgage servicing rights (“MSRs”) due to valuation assumptions (net of hedges). We define “Adjusted net income (loss)” as tax-effectedTax-effected net income (loss) income before share-basedShare-based compensation expense, the changeChange in fair value of MSRs due to valuation assumptions (net of hedges), aAcquisition-related litigationexpenses, Amortization of acquired intangible assets, Restructuring costs, Litigation accrual reversal, careerCareer transition program, changeOther in Tax receivable agreement liabilityadjustments, and the tax effects of those and other adjustments as applicable. We define “Adjusted diluted earnings (loss) per share” as Adjusted net income (loss) divided by the adjustedAdjusted diluted weighted average shares outstanding which includes diluted weighted average number of ClassParticipating ACommon common stockStock outstanding for the applicable period,period whichand assumes the pro forma exchange and conversion of all outstanding Class D common stock for Class A common stock. We define “Adjusted EBITDA” as net incomeNet (loss) income before interestInterest and amortization expense on non-funding debt,debt provisionassociated with our Senior Notes, Provision for (benefit from) income taxes, depreciationDepreciation and amortization, share-basedShare-based compensation expense, changeChange in fair value of MSRs due to valuation assumptions (net of hedges), aAcquisition-related litigationexpenses, Amortization of acquired intangible assets, Restructuring costs, Litigation accrual reversal, careerCareer transition programprogram, and change in Tax receivable agreement liability.Other.

We exclude from each of our non-GAAP financial measures the changeChange in fair value of MSRs due to valuation assumptions (net of hedges), as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in market interest rates and assumptions, including discount rates and prepayment speeds, which are not indicative of our performance or results of operation. We also exclude the effects of gains or losses on sales of MSRs during the period and the effects of contractual prepayment protection associated with sales or purchases of MSRs. Adjusted EBITDA includes interestInterest expense on funding facilities, which are recorded as a component of interestInterest income, net, as these expenses are a direct cost driven by loan origination volume. By contrast, interestInterest and amortization expense on non-funding debt associated with our Senior Notes is a function of our capital structure and is therefore excluded from Adjusted EBITDA.

Our definitions of each of our non-GAAP financial measures allow us to add back certain cash and non-cash charges and deduct certain gains that are included in calculating Total revenue, net, Net income (loss) income attributable to Rocket Companies or Net income (loss). income. However, these expenses and gains vary greatly and are difficult to predict. From time to time in the future, we may include or exclude other items if we believe that doing so is consistent with the goal of providing useful information to investors.

(c) although depreciationDepreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future and Adjusted revenue, Adjusted net income (loss) and Adjusted EBITDA do not reflect any cash requirement for such replacements or improvements; and (d) they are not adjusted for all non-cash income or expense items that are reflected in our Consolidated Statements of Cash Flows.

Reconciliation of Adjusted net income (loss) to Net income (loss) income attributable to Rocket Companies

(1) Reflects net income (loss) income to Class A common stock from a weighted average, based on the period prior to the Up-C Collapse, pro forma exchange and conversion of corresponding shares of our Class D common shares held by non-controlling interest holders asduring ofthe years ended December 31, 2024,2025, 20232024 and 2022.2023.

(2) Rocket Companies is subject to U.S. Federal income taxes, in addition to state, local and Canadianforeign taxes with respect to its allocable share of any net taxable income or loss of Holdings. The adjustmentAdjustment to the benefit from (provision for) benefit from income tax reflects the difference between (a) the income tax computed using the effective tax rates below applied to the incomeNet (loss) income before income taxes assuming Rocket Companies, Inc. owns 100% of the non-votingHoldings commonLP interestUnits unitsfor ofthe year ended December 31, 2025 and Holdings LLC Units, for the years ended December 31, 2024 and 2023 and (b) the provisionProvision for (benefit from) income taxes.

(3) The yearsyear ended December 31, 2023 and 20222025 amounts exclude the impact of theacquisition-related career transition program.expenses.

(14) The yearsyear ended December 31, 2023 and 2022 amounts exclude the impact of the career transition program.

(39) Reflects legallitigation accrual reversal related to a specific legal matter recorded as an adjustment in 2021.

We monitor a number of key performance indicators to evaluate the performance of our business operations. Our mortgage loan production key performance indicators enable us to monitor our ability to generate gain on sale revenue as well as understand how our performance compares to the total mortgage origination market. Our servicing portfolio key performance indicators enable us to monitor the overall size of our servicing portfolio of business, the related value of our mortgage servicing rightsMSRs and the health of the business as measured by the average MSR delinquency rate. Other key performance indicators for other Rocket Companies,Companies besidessubsidiaries, Rocketnot Mortgageincluding (“Othermortgage Rocketloan Companies”),production or servicing, allow us to monitor both revenues and unit sales generated by these businesses.

(1) Gain on sale margin is calculated by dividing Gain on sale of loans, net by the net rate lock volume for the period. A detailed description of the components of Gain on sale of loans, net includescan thebe netfound gainbelow onin saleDescription of loans,Certain fair valueComponents of originatedFinancial MSRs,Data. fairFor value adjustments on originated loans held for sale and IRLC’s and revaluationpurposes of forwardcalculating commitmentsthis economically hedging loans held for sale and IRLCs. This metric is a measure ofmetric, gain on sale revenue andincludes all those components, but excludes revenues from Rocket Loans, changes in the loaninvestor repurchase reservereserve, and fair value adjustments on repurchased loans held on our balance sheet, such as early buyouts.

(3) MSR fair market value multiple is a metric used to determine the relative value of the MSR asset in relation to the annualized retained servicing fee, which is the cash that the holder of the MSR asset would receive from the portfolio as of such date. It is calculated as the quotient of (a) the MSR fair market value as of a specified date divided by (b) the weighted average annualized retained servicing fee for our MSR portfolio as of such date. The weighted average annualized retained servicing fee for our MSR portfolio was 0.28%,0.29%, 0.28% and 0.29%0.28% for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The vast majority of our portfolio consists of originated MSRs and consequently, the impact of purchased MSRs does not have a material impact on our weighted average retained service fee.

Gain on sale of loans, net includes all components related to the origination and sale of mortgage loans, including (1) net gain on sale of loans, which represents the premium we receive in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, (2) loan origination fees,fees credits,(credits), points and certain costs, (3) provision for or benefit from investor reserves, (4) theunrealized change in fair value of interestthe rate locks (“IRLCs” or “rate lock”) and loans held for sale,Pipeline, (5) therealized gainand orunrealized losschange onin forwardfair commitmentsvalue of derivative financial instruments economically hedging loansthe held for sale and IRLCsPipeline, and (6) the fairFair value of originated MSRs. MSR assets are created at the time mortgage loans held for sale are securitized and sold to investors for cash, while the Company retains the right to service the loan.

An estimate of the gainGain on sale of loans, net is recognized at the time an IRLC is issued, net of an estimated pull-through factor. The pull-through factor is a key assumption and estimates the loan funding probability, as not all loans that reach IRLC status will result in a closed loan. Subsequent changes in the fair value of IRLCs and mortgage loans held for saleMLHFS are recognized in current period earnings. When the mortgage loan is sold into the secondary market (i.e., funded), any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in gain on sale of loans.

WeOur enterPipeline into derivative transactions tohedges protect against the risk of adverse interest rate movements that could impact the fair value of certain assets, including IRLCs and loans held for sale.MLHFS. We primarily use forward loan salessale commitments to hedge our interest rate risk exposure. ChangesUnrealized changes in thefair value of theseour derivatives,Pipeline hedges, or realized hedging gains and losses, are included in gainGain on sale of loans.loans, net.

Included in gainGain on sale of loans, net is alsothe thecapitalization of originated MSRs at fair value upon sale of originatedloans MSRs,on whicha representsservicing-retained basis. MSR assets are created at the estimatedtime fairMLHFS valueare ofsecuritized MSRsand relatedsold to loansinvestors whichfor wecash, havewhile soldthe andCompany retainedretains the right to service.service the loan.

We are a Detroit‑based homeownership platform including mortgage, real estate and personal finance businesses. We are committed to delivering industry-best client experiences through our AI-powered, vertically integrated homeownership platform. Our full suite of products empowers our clients across financial wellness, personal loans, home search, mortgage finance, title and closing. We believe our widely recognized “Rocket” brand is synonymous with simple, fastfast, affordable and trusted digital experiences.

We originatedgenerated $44.7$49.1 billion in residentialtotal closed mortgage loans,loan origination volume, an increase of $23.1$20.1 billion, or 69%, compared to $21.6$29.1 billion in 2025. Our Net income for the period was $297$229 million, an increase of $509$195 million, compared to a Net lossincome of $212$34 million in 2025. We generated Adjusted EBITDA of $738$766 million, an increase of $569$594 million, compared to $169$172 million in 2025. For more information on Adjusted EBITDA, please see “Non-GAAP Financial Measures” below.

Non-GAAP Financial Measures ($ In Millions, Except Share and Per Share Amounts)

To provide investors with information in addition to our results as determined by GAAP, we disclose Adjusted revenue, Adjusted net income, Adjusted diluted earnings per share and Adjusted EBITDA as non-GAAP measures which management believes provide useful information to investors. We believe the presentation of our non-GAAP financial measures provides useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures. Our non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for Total revenue, netnet, Net income (loss), or any other operating performance measure calculated in accordance with GAAP. Other companies may define non-GAAP financial measures differently, and as a result, our non-GAAP financial measures may not be directly comparable to those of other companies. Our non-GAAP financial measures provide indicators of performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures.

We define “Adjusted revenue” as Total revenue, net of the Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges). We define “Adjusted net income” as Tax-effected Net income (loss) before Share-based compensation expense, the Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges), Acquisition-related expenses, Amortization of acquired intangible assets, Litigation accrual, Other adjustments and Tax impact of adjustments as applicable. We define “Adjusted diluted earnings per share” as Adjusted net income divided by the Adjusted diluted weighted average shares outstanding which includes Diluted weighted average Participating Common Stock outstanding and the Assumed pro forma conversion of Class D shares for the applicable period presented. We define “Adjusted EBITDA” as Net income (loss) before Bond interest expense, (Provision for) (benefit from) income taxes, Depreciation and amortization, Share-based compensation expense, Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges), Acquisition-related expenses, Amortization of acquired intangible assetsassets, Litigation accrual and Other.Other adjustments.

We exclude from each of our non-GAAP financial measures the Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges), as this represents a non-cash non-realized adjustment to our totalTotal revenues,revenue, net, reflecting changes in market interest rates and assumptions, including OAS and prepayment speeds, which are not indicative of our performance or results of operation.operations. We also exclude gains or losses on sales of MSRs during the period and effects of contractual prepayment protection associated with sales of MSRs. Further, we exclude the amortizationAmortization of acquired intangible assets recognized from the Acquisitions from Adjusted net income and Adjusted EBITDA. The intangible assets related to the Acquisitions were recorded as part of purchase accounting and the related amortization recorded over their useful lives represents a fixed non-cash expense that is not indicative of our ongoing performance or results of operations. Adjusted EBITDA includes interest expense on secured financing which is recorded as a component of Interest expense, as these expenses are a direct cost driven by loan origination volume. By contrast, Bond interest expense is a function of our capital structure and is therefore excluded from Adjusted EBITDA.

Limitations to our non-GAAP financial measures included,include, but are not limited to:

(1) Reflects net income (loss) to Class A common shares from pro forma exchange and conversion of corresponding shares of our Class D common shares held by non-controlling interest holders during the periods ended MarchJune 31,30, 2025. Class D common shares were surrendered and retired on June 30, 2025, the date the Up-C Collapse was effectuated.

Rocket Companies is subject to U.S. Federal income taxes, in addition to state, local and foreign taxes with respect to its allocable share of any net taxable income or loss of Holdings LP. The Adjustment to the (Provision for) benefit from income taxes reflects the difference between (a) the income tax computed using the effective tax rates below applied to the Adjusted incomeIncome (loss) before income taxes based upon Rocket Companies, Inc. owning 100% of the non-voting common interest units of Holdings LP for allthe three monthsperiods presented and (b) the (Provision for) (benefit from) income taxes for the periods presented.

(7) Tax impact of adjustments gives effect to the income tax related to Share-based compensation expense, Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges), Acquisition-related expenses, Amortization of acquired intangible assetsassets, Litigation accrual and certain Other adjustments, at the effective tax rates for each period.

(1) Reflects the pro forma exchange and conversion of anti-dilutive Class D common shares to Class A common shares. For the three and six months ended MarchJune 31,30, 2025, Class D common shares were dilutiveanti-dilutive and are includedexcluded infrom the Diluted weighted average Participating Common Stock outstanding in the table above. Class D common shares were surrendered and retired on June 30, 2025, the date the Up-C Collapse was effectuated.

(2) The three and six months ended MarchJune 31,30, 2026 exclude the impact of amortization of acquired intangible assets.assets, which is included as a separate adjustment line.

(12) Gain on sale margin is calculated by dividing Gain on sale of loans, net by the net rate lock volume for the period. A detailed description of the components of Gain on sale of loans, net can be found below in Descriptionthe of2025 CertainForm Components of Financial Data.10-K. For purposes of calculating this metric, gain on sale revenue includes all those components, but excludes revenues from Rocket Loans, changes in the investor reserve, and fair value adjustments on repurchased loans held on our balance sheet, such as early buyouts.

(23) MSR fair market value multiple is a metric used to determine the relative value of the MSR asset in relation to the annualized retained servicing fee, which is the cash that the holder of the MSR asset would receive from the portfolio as of such date. It is calculated as the quotient of (a) the MSR fair market value as of a specified date divided by (b) the weighted average annualized retained servicing fee for our MSR portfolio as of such date. The weighted average annualized retained servicing fee for our MSR portfolio was 0.29% and 0.28% as of MarchJune 31,30, 2026 and 2025, respectively. The vast majority of our portfolio consists of originated MSRs and consequently, the impact of purchased MSRs does not have a material impact on our weighted average service fee.

Our sources of revenue include Gain on sale of loans, net, Loan servicing income (loss),income, net, Interest income and Other income.

At the time an IRLC is issued, an estimate of the Gain on sale of loans, net is recognized in the Unrealized change in fair value of the Pipeline component in the table above. Subsequent changes in the fair value of IRLCs and MLHFS are recognized in this same component as the loan progresses through closing, which is when the IRLC moves to a MLHFS (where it remains until sold into the secondary market). The goal of our Pipeline hedge strategy is to mitigate the impact of interest rate changes from the point of the IRLC through the sale of the loan. The Unrealized change in fair value of IRLCs and MLHFS each period is dependent on several factors, including mortgage origination volume, duration of the Pipeline, and movement of interest rates during that period as compared to the immediately preceding period. Loans originated during an increasing rate environment generally decrease in value and loans originated during a decreasing rate environment generally increase in value. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized as a realized gain on sale and moves from the Unrealized change in fair value of the Pipeline component, to the Net gain (loss) on sale of loans component in the table above. The component Realized and unrealized change in fair value related to the Pipeline hedges is intended to economically hedge (or offset) the various fair value adjustments that impact the Unrealized change in fair value of the Pipeline and the Net gain (loss) on sale of loans components. As a result, these three components should be evaluated in combination when evaluating Gain on sale of loans, net, as the sum of these components are primarily driven by net rate lock volume. Furthermore, at the point of sale of the loan, the Fair value of originated MSRs and the ProvisionBenefit from (provision for) investor reserves are recognized each in their respective components shown above.

Gain on sale of loans, net was $1.4$1.2 billion, an increase of $0.6$389 billion,million, or 78%,48%, compared to $0.8$816 billionmillion in 2025.2025, primarily driven by an increase in mortgage production.

Net gain on sale of loans, Unrealized change in fair value of the Pipeline, and Realized and unrealized change in fair value of Pipeline hedges was $694$444 million, ana increasedecrease of $183$28 million, or 36%,6%, compared to $511$472 million in 2025. This changedecrease was primarily driven by a mix shift to Correspondent, offset by an increase in net rate lock volume.volume in the current period.

The Fair value of originated MSRs was $688$759 million, an increase of $423$416 million, compared to $265$343 million in 2025. The change was driven by the increase in sold loan volume.volume and MSR fair value multiple, as well as a mix shift to Correspondent in the current period.

The Investor reserves liability balance was relatively flat in the current and prior period. The $2Benefit million increase in Provision forfrom investor reserves expense was primarily$2 duemillion, comparable to an$1 increasemillion in losses on repurchased loans in the current period, compared to 2025.

Loan servicing income (loss),income, net

For the periods presented, Loan servicing income (loss),income, net consisted of the following:

(4) Involuntary reductions refer to loan defaults, loan liquidations and loan chargeoffs.charge offs.