X0306 4 2019-05-01 0 0000933136 Mr. Cooper Group Inc. COOP 0001364583 Marshall Christopher G 8950 CYPRESS WATERS BLVD. COPPELL TX 75019 0 1 0 0 Vice Chairman & CFO Common Stock 2019-05-01 4 A 0 536194 0 A 608895 D Issuer's Board of Directors approved a special restricted stock unit ("RSU") retention award to the Reporting Person pursuant to the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan and subject to the terms and conditions of the award agreement. Each RSU represents a contingent right to receive one share of Issuer's Common Stock. The RSUs vest over a five-year period, with 20% vesting on each of March 1, 2020, March 1, 2021, March 1, 2022, March 1, 2023 and March 1, 2024, subject to the Reporting Person's continued service as an employee of Issuer. /s/ Katherine K. Connell, Attorney-in-Fact 2019-05-03