Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) February 1, 2024

Rocket Companies, Inc.

(Exact name of registrant as specified in its charter)

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

1050 Woodward Avenue

Detroit, MI 48226

(Address of principal executive offices) (Zip Code)

(313) 373-7990

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 1, 2024, the Board of Directors (the “Board”) of Rocket Companies, Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, voted to expand the Board from eight directors to nine directors and to fill the newly created vacancy on the Board by appointing Alastair Rampell to serve as a Class II director, effective February 1, 2024, for a term expiring at the Company’s annual meeting of stockholders to be held in 2025 and until his successor is elected and qualified, subject to his earlier death, resignation, retirement, disqualification or removal.

Mr. Rampell has been a General Partner at Andreessen Horowitz, where he focuses on financial services, since October 2015. Mr. Rampell serves on the boards of several Andreessen Horowitz portfolio companies and has led a number of Andreessen Horowitz’s investments. Prior to joining Andreessen Horowitz, Mr. Rampell co-founded multiple companies including Affirm, FraudEliminator, Point, TrialPay, TXN, and Yub. He holds a BA in Applied Mathematics and Computer Science from Harvard University.

The Board determined that Mr. Rampell meets all of the applicable standards of independence for members of the Board established by (i) the laws, rules and regulations of the Securities and Exchange Commission and (ii) the listing standards of the New York Stock Exchange. The Board determined that Mr. Rampell is independent and free of any material relationship with the Company or any of the Company’s subsidiaries, other than through his service as a director of the Company.

Neither Mr. Rampell nor any of his immediate family members has had (or proposes to have) a direct or indirect interest in a transaction in which the Company or any of the Company’s subsidiaries was (or is to be) a participant, that would be required to be disclosed under Item 404(a) of SEC Regulation S-K.

In connection with his election as a non-affiliated director of the Company, Mr. Rampell will receive an annual cash retainer of $75,000, prorated for partial years of service. On his appointment date, Mr. Rampell will also receive a grant of restricted stock units (“RSUs”) with an initial grant value equal to $215,000, subject to vesting after one year. Thereafter, Mr. Rampell will be eligible to receive annual equity grants at each annual meeting of stockholders as determined by the Board for non-affiliate director compensation from time to time, provided that at the first annual meeting following appointment, Mr. Rampell will receive a prorated amount to reflect the period of time between his appointment date and the annual meeting. The RSUs will be subject to the terms and conditions of the Company’s Omnibus Incentive Plan and an award agreement substantially in the form of the publicly filed Director RSU Agreement. Mr. Rampell will enter into an indemnification agreement with the Company in the same form that the Company has entered into with its other directors. There are no other arrangements or understandings between Mr. Rampell and any other person pursuant to which Mr. Rampell was selected as a director.

Item 7.01.

Regulation FD.

On February 1, 2024, the Company issued a press release announcing the appointment of Mr. Rampell as an independent director to the Board. A copy of that press release is furnished as Exhibit 99.1 of this Current Report and incorporated herein by reference.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated February 1, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 1, 2024

	ROCKET COMPANIES, INC.

	By:	/s/ Tina V. John
	Name:	Tina V. John
	Title:	General Counsel and Secretary

EXHIBIT 99.1

Rocket Companies Appoints AI and Fintech Expert Alex Rampell to Board of Directors

This appointment of Rampell, along with the recent addition of CEO Varun Krishna to the Board, furthers the Company’s fintech and AI-driven vision.

DETROIT, February 1, 2024 – Rocket Companies (NYSE: RKT), the Detroit-based fintech platform company including mortgage, real estate and other financial services businesses, today announced that Alex Rampell has been appointed as an independent director to the Company’s Board of Directors.

Rampell currently serves as General Partner at Andreessen Horowitz, focusing on fintech investments. A noted serial entrepreneur, he cofounded many tech-driven financial companies including Affirm, one of the largest businesses in the rapidly growing ‘buy-now-pay-later’ space, which went public in early 2021. He also cofounded TrialPay, a transactional advertising and payments company serving some of the world’s largest digital goods and e-commerce clients, which was acquired by Visa in 2015. Most recently, Rampell has been an advocate of the responsible use of artificial intelligence (AI), forecasting that generative AI will usher in significant transformation and disruption in the financial services space.

“Alex possesses a rare and remarkable perspective on the intersection of technology, finance and emerging trends. For nearly three decades, he has been creating tech products that simplify the payments and financial processes for a number of large companies,” said Dan Gilbert, Founder and Chairman of Rocket Companies. “One of the world’s leading experts on artificial intelligence, he is also a highly sought-after consultant for many successful businesses. As Alex joins our Board, I look forward to his insight and having his influence on our business as we continue pursuing our mission of AI-powered homeownership.”

Varun Krishna, Rocket Companies CEO, also joined the Board of Directors in December 2023. With more than 20 years of experience, Varun brings a wealth of knowledge and perspective into the fintech space. Now, combined with the addition of Alex Rampell, Rocket Companies has significantly bolstered its product and fintech expertise to complement the skills and experience of the existing Board.

“When I heard Varun speak about the AI tools Rocket is creating, and the massive amount of data at their fingertips, I was simply blown away. The impact that Rocket can have for North Americans who are working toward their dream of homeownership is monumental,” said Rampell. “I’m looking forward to working closely with leadership and the Board to learn even more about how we can make Rocket the leader in using AI to simplify the process of buying, selling and financing homes.”

Rampell is a tech visionary who has been a software engineer and innovator since childhood. At just 10 years old, he began developing “shareware” programs that were posted across the internet. After paper checks started filling his mailbox as payment for his software, he realized there had to be a way to better send and receive funds. This frustration led to his first foray into the fintech space, as he pioneered a way to receive payments through email. He continued building disruptive technology through high school and college, before founding many innovative startups.

He joins at a key time for Rocket. The Company is well positioned to lead the transformation of the homebuying space through generative AI, using the technology to automate routine and complex tasks with the goal of driving a superior homebuying experience. In just a single year, Rocket used AI to generate approximately 3.7 billion customer interactions and decisions.

Rampell also serves on the boards of several Andreessen Horowitz portfolio companies, including Branch, Brightside, Descript, Divvy, Earnin, FlyHomes, Loft, Mercury, Point, Propel, Sentilink, Super Evil Mega Corp, Wise Ltd and Very Good Security. He holds a BA in Applied Mathematics and Computer Science from Harvard University.

# # #

About Rocket Companies

Founded in 1985, Rocket Companies (NYSE: RKT) is a Detroit-based fintech platform company including personal finance and consumer technology brands including Rocket Mortgage, Rocket Homes, Amrock, Rocket Money, Rocket Loans, Rocket Mortgage Canada, Lendesk, Core Digital Media and Rocket Connections.

The Company helps clients achieve the goal of home ownership and financial freedom through industry-leading client experiences powered by its simple, fast and trusted digital solutions. J.D. Power has ranked Rocket Mortgage #1 in client satisfaction for both primary mortgage origination and servicing a total of 21 times. For more information, please visit the Rocket Companies Website or Investor Relations Website.

Cover	Feb. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 01, 2024
Entity File Number	001-39432
Entity Registrant Name	Rocket Companies, Inc.
Entity Central Index Key	0001805284
Entity Tax Identification Number	84-4946470
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1050 Woodward Avenue
Entity Address, City or Town	Detroit
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48226
City Area Code	313
Local Phone Number	373-7990
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.00001 per share
Trading Symbol	RKT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false