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TABLE OF CONTENTS
Contents

Table of Contents


Filed Pursuant to Rule 424(b)(4)
Registration No. 333-239726

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        For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States.

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PROSPECTUS SUMMARY

    1  

RISK FACTORS

    36  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    88  

ORGANIZATIONAL STRUCTURE

    92  

USE OF PROCEEDS

    98  

DIVIDEND POLICY

    99  

CAPITALIZATION

    100  

DILUTION

    102  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    107  

SELECTED HISTORICAL COMBINED FINANCIAL AND OTHER DATA

    114  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    116  

BUSINESS

    181  

MANAGEMENT

    227  

EXECUTIVE COMPENSATION

    233  

PRINCIPAL STOCKHOLDERS

    246  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    248  

DESCRIPTION OF CAPITAL STOCK

    261  

SHARES ELIGIBLE FOR FUTURE SALE

    268  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

    271  

UNDERWRITING

    275  

LEGAL MATTERS

    282  

EXPERTS

    282  

WHERE YOU CAN FIND MORE INFORMATION

    282  

INDEX TO COMBINED FINANCIAL STATEMENTS

    F-1  



        Through and including August 30, 2020 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.



        We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date hereof, regardless of the time of delivery of this prospectus or of any sale of the shares of Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

        This prospectus contains references to our trademarks and service marks, such as Rocket Mortgage by Quicken Loans, and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.


INDUSTRY AND MARKET DATA

        We obtained the market and competitive position data used throughout this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, neither we nor the underwriters have independently verified such data and neither we nor the underwriters make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable but it has not been verified by any independent sources. Our estimates involve risks and uncertainties, and are subject to change based on various factors, including those discussed under the heading "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in this prospectus. Except as otherwise specified, such data is derived from Inside Mortgage Finance, Mortgage Bankers Association, Euromonitor Economies and Consumers Annual Data, and the U.S. Census Bureau. Except as otherwise specified, market share information is calculated based on one to four family mortgage originations as reported by the Mortgage Bankers Association.


BASIS OF PRESENTATION

        Unless otherwise indicated or the context otherwise requires, references in this prospectus to (i) the "Issuer" refers to Rocket Companies, Inc., a Delaware corporation, (ii) the "Company," "we," "us," "our" and "Rocket" refer to the Issuer and its consolidated subsidiaries, (iii) "RHI" refers to Rock Holdings Inc., the sole stockholder of the Issuer prior to the consummation our initial public offering and the principal stockholder of the Issuer after the consummation of our initial public offering, (iv) "Holdings" refers to RKT Holdings, LLC, a Michigan limited liability company, the Issuer's direct wholly-owned subsidiary, (v) "Quicken Loans" refers to Quicken Loans Inc. prior to April 15, 2020 and to Quicken Loans, LLC after April 15, 2020, (vi) "Combined Businesses" or "Rocket Companies" refers to 12 subsidiaries of Rock Holdings Inc., all of which will be contributed to Holdings in connection with our initial public offering in the reorganization transactions (Quicken Loans, Amrock, EFB Holdings Inc., Lendesk Canada Holdings Inc., LMB HoldCo LLC, Nexsys Technologies LLC, RCRA Holdings LLC, RockTech Canada Inc., Rock Central LLC, Rocket Homes Real Estate LLC, RockLoans Holdings LLC, and Woodward Capital Management LLC) and (vii) "Rocket Mortgage" refers to either the Rocket Mortgage brand or platform, or the Quicken Loans business, as the context allows and (viii) "Amrock" refers to Amrock Inc. before July 10, 2020 and Amrock, LLC after July 10, 2020. We were formed as a Delaware corporation on February 26, 2020 and, prior to the consummation of the reorganization transactions and our initial public offering, did not conduct any activities other than those incidental to our formation and our initial public offering.

        All financial information presented in this prospectus are derived from the combined financial statements of the Combined Businesses included elsewhere in this prospectus. All financial information presented in this prospectus have been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), except for the presentation of the following non-GAAP measures: Adjusted Revenue, Adjusted Net Income and Adjusted EBITDA.

        The Company reports financial and operating information in two segments: (1) Direct to Consumer and (2) Partner Network.

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PROSPECTUS SUMMARY

        The following summary contains selected information about us and about this offering. It does not contain all of the information that is important to you and your investment decision. Before you make an investment decision, you should review this prospectus in its entirety, including matters set forth under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the historical financial statements and the related notes thereto included elsewhere in this prospectus. Some of the statements in the following summary constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." Certain percentages and other figures provided and used in this prospectus may not add up to 100.0% due to the rounding of individual components.


COMPANY OVERVIEW

        We are a Detroit-based company obsessed with helping our clients achieve the American dream of home ownership and financial freedom. We are committed to providing an industry-leading client experience powered by our award-winning culture and innovative technologies. We believe our widely recognized "Rocket" brand is synonymous with providing simple, fast, and trusted digital solutions for complex personal transactions.

        Since our inception in 1985, we have consistently demonstrated our ability to launch new consumer experiences, scale and automate operations, and extend our proprietary technologies to partners. Our flagship business, Rocket Mortgage, is the industry leader, having provided more than $1 trillion in home loans since inception while growing our market share from 1.3% in 2009 to 9.2% in the first quarter of 2020, a CAGR of 19%. We have also expanded into complementary industries, such as real estate services, personal lending, and auto sales. In each of these gigantic and fragmented markets, we seek to gain share and drive profitable growth by reinventing the client experience.

        Dan Gilbert, our founder and Chairman, purposefully created a strong cultural foundation of core principles, or "ISMs", as a cultural operating system to guide decision making by all of our team members. At the heart of the ISMs is a simple, yet powerful, concept: "Love our team members. Love our clients." Our team members put the ISMs into action every day. The result is an empowered and passionate team aligned in a common mission. This has led FORTUNE magazine to name us to their list of "100 Best Companies to Work For" for 17 consecutive years.

        Our launch of the Rocket Mortgage online platform in 2015 revolutionized the mortgage process as the first end-to-end digital experience, leveraging decades of technology investment and innovation. Rocket Mortgage is the simplest and most convenient way to get a mortgage. This digital solution utilizes automated data retrieval and advanced underwriting technology to deliver fast, tailored solutions to the palm of a client's hand. Our Rocket Mortgage app, which clients use to apply for a mortgage, interact with our team members, upload documents, e-sign documents, receive statements, and complete monthly payments, has a 4.9 star rating on the Apple App Store.

        Rocket Mortgage technology extends well beyond the app, seamlessly serving clients and client-facing team members across the entire front-end user experience. Rocket Mortgage technology also facilitates the origination, underwriting, closing, and servicing process in a manner designed to sustain positive ongoing client relationships. We have also built proprietary sales technology that allows us to more effectively connect with and win potential clients. Building off this technology, we developed Rock Connections, our sales and support organization, which supports both Rocket Mortgage and several other external partners.

        Rocket Mortgage offers clients speed and simplicity backed by industry-leading automation created through our proprietary software platform and centralized operations. Traditionally, a single

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processor sequentially performs most loan origination functions. Our process separates these functions to create specialization among team members, automates key steps and prioritizes workflow. Our technology provides our client specialists visibility into the loan process and enables our loans to close faster and more efficiently than industry averages. In 2019, we closed 6.7 loans per month per average production team member, compared to the industry average of 2.3 according to the Mortgage Bankers Association. In 2020, our year to date average has grown to 8.3 loans per month. The result is an unmatched client experience that has earned us recognition as #1 for Mortgage Origination by J.D. Power for the past 10 years—every year we have been eligible for the award.

        We believe our national Rocket brand establishes a competitive advantage that is difficult to replicate. In our industry, we are the only company of scale with significant digital-first brand recognition. Since our inception, we have invested over $5 billion in marketing, including $905 million for the year ended December 31, 2019. Our in-house marketing agency has a long history of creating bold and visible events and campaigns, including the Quicken Loans Carrier Classic in 2011—a NCAA Men's Basketball game that raised proceeds for military charities and was attended on Veterans Day by President Obama; the Quicken Loans Billion Dollar Bracket for the NCAA Men's Basketball Tournament in 2014, in collaboration with Warren Buffett; the annual Rocket Mortgage Classic—the first ever PGA TOUR event in Detroit; and recently a prominent Super Bowl Squares campaign and our latest Super Bowl ad, featuring actor Jason Momoa, was ranked the fifth best Super Bowl ad by USA Today's Ad Meter.

        We also reach potential clients through highly targeted marketing strategies. Our scale and data analytics provide distinct advantages in the efficiency of our marketing initiatives. We utilize data gathered from inquiries, applications and ongoing client relationships to optimize digital performance marketing to reach the right clients with the right solutions. Continuing our growth in digital marketing, in 2017 we acquired Core Digital Media, a top social media and display advertiser. Our specialized marketing capabilities allowed us to generate inquiries from more than 20 million potential clients in 2019.

        In 2010, we made the strategic decision to invest in loan servicing. Servicing the loans that we originate provides us with an opportunity to build long-term relationships and continually impress our clients with a seamless experience. We employ the same client-centric culture and technology cultivated in our origination business towards our servicing effort. The result is a differentiated servicing experience focused on client service with positive, regular touchpoints and a better understanding of our clients' future needs. As a result of our operational excellence, in 2019 we achieved overall client retention levels of 63%, and refinancing retention levels of 76%, which is approximately 3.5 times higher than the industry average of 22%. In 2020, our year to date average has grown to nearly 75% overall client retention. Additionally, we have been recognized as #1 for Mortgage Servicing by J.D. Power for the past six years—every year we have been eligible for the award.

        Our growth potential is significant. The U.S. residential mortgage market remains highly fragmented. As the largest mortgage originator according to Inside Mortgage Finance, we serve 9.2% of an over $2.0 trillion annual market. As adoption of online mortgages increases, we expect to drive further market share growth. Of the clients that applied using our online platform or app, 75% are first-time homeowners and/or Millennials. As a result, we expect our growth to accelerate. As these groups mature and continue to demand a more digital experience, we anticipate that their previous positive experiences with Rocket Mortgage will result in repeat business and further growth of our Company.

        One of our strategic priorities is to grow partnerships with other preeminent companies and professionals whose clients benefit from our solutions. We continue to expand our network of

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high-quality influencers, which include mortgage professionals in the Quicken Loans Mortgage Services (QLMS) network and State Farm and Farmers agents. In addition, we have marketing partnerships with Fortune 500 companies such as American Express, Intuit and Schwab. Our partners rely on our trusted brand and technology to deliver the Rocket experience to their clients. To support this effort, we leveraged our Rocket Mortgage technology to develop Rocket Professional, our proprietary platform that enables our partners to offer our best mortgage options to their clients and provide real-time management of loan applications.

        The speed and efficiency of our platform is further enabled by our relationship with our subsidiary Amrock. Amrock is a leading provider of title insurance services, property valuations and settlement services. This business complements our mortgage origination platform with digital appraisal and closing services integrated throughout our Rocket Mortgage technology and processes. This provides a seamless experience for our clients, from their first interaction with Rocket Mortgage through closing.

        We have incubated and organically grown an ecosystem of businesses that creates substantial growth opportunities. Rocket Homes, our proprietary home search platform and real estate agent referral network, helps match Rocket Mortgage clients with highly rated agents, and the coordinated home buying experience improves the certainty of closing. Rocket Homes participated in more than 30,000 real estate transactions in 2019. Rocket Loans, our prime personal loan business, underwrote approximately 25,000 closed loans in 2019 (a year-over-year increase of over 30%). Rocket Auto, our auto sales business that was previously part of Rock Connections, facilitated nearly 20,000 used car sales in 2019, its second full year of operation. We believe our success in the United States can be leveraged in the Canadian mortgage market, a market of approximately $761 billion CAD of annual mortgage originations, and have invested in Lendesk and Edison Financial, two Canadian mortgage business startups.

        We have demonstrated a track record of creating value through profitable growth with a capital-light business model. For the year ended December 31, 2019, our total revenue, net was $5.1 billion and net income attributable to Rocket Companies was $893.8 million, representing a 22% and 46% growth from the prior year, respectively. Over the same time period, Adjusted Revenue was $5.9 billion, Adjusted Net Income was $1.3 billion, and Adjusted EBITDA was $1.9 billion. For reconciliation of these non-GAAP measures to their most comparable U.S. GAAP measures, see "Summary Historical and Pro Forma Condensed Combined Financial and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

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MARKET OPPORTUNITY

        We participate in large markets that are changing rapidly. We believe we are well positioned to capitalize on ongoing shifts in market demographics and consumer demands.

We are at the center of the largest consumer asset class in the United States

        According to the Mortgage Bankers Association, there is approximately $10.7 trillion of residential mortgage debt outstanding in the United States as of December 31, 2019. Furthermore, the mortgage industry had total originations of $2.2 trillion in 2019 and has averaged $2.0 trillion in annual originations since 2000. Mortgages are almost always the most significant financial product in a consumer's life and loan servicing creates ongoing relationships with clients through their homeownership lifecycle.

The mortgage industry is highly fragmented.

        The top five companies in the retail mortgage market only comprised 17.3% of total originations in 2019 according to Inside Mortgage Finance. This fragmentation results from the legacy of a decentralized brick-and-mortar presence for mortgage originators, which limits originators' ability to invest in technology and process automation.

        The fragmentation in the mortgage industry contrasts with many other consumer-facing industries where leaders hold a higher market share. As technology continues to create significant differentiation in the competitive landscape for mortgage origination, we believe there will be ongoing opportunities for scalable platforms that combine a superior client experience with faster speed to close to increase their market share.

Consumers increasingly expect a higher level of service and technology-driven user experiences.

        In today's on-demand society, consumers expect a technology-based user experience and process in all their financial interactions. They increasingly desire to have the convenience of speed and simplicity at their fingertips, even for their most complex financial transactions. This provides a significant opportunity for those companies that can improve user experiences while also delivering transparency and certainty.

The home buying experience is positioned for disruptive change.

        Legacy practices permeate not just mortgages, but the entire home buying experience. The process remains opaque for most consumers, as they are forced to coordinate with multiple parties for many different services. A seamless, integrated approach between the real estate agent and the mortgage originator provides the consumer a streamlined experience that achieves a higher certainty of closing and an overall positive sentiment, which can lead to future transactions with our Company.

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OUR STRENGTHS

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Culture

        We define our culture through 19 ISMs. Dan Gilbert, our founder and Chairman, created the ISMs as the guiding principles and philosophy for our team members. The ISMs are more than catchy phrases; they are the operating system that acts as the blueprint for all our decision-making and builds the foundation of our culture.

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        Each of our approximately 20,000 team members is empowered to apply the ISMs in all aspects of their work and life. The ISMs define our culture and how we conduct business, and this combination of an empowered team with a common, well-defined mission provides us with a significant strategic advantage in the market.

Always Raising Our Level of Awareness

        "Our future, growth, innovation and success starts with the thousands of eyeballs of our team members."

        Everything starts with awareness. We challenge our team members to be alert and observant, really listening to and understanding the needs of our clients, and to deliver actionable innovations that improve the client experience and process. Our culture asks not only for ideas, but also drives for execution. The result is a group of empowered professionals creating unrivaled experiences for our clients.

        We were pioneers in centralizing and digitizing the mortgage experience. We were also one of the first in our industry to recognize the changing client demands and use the internet to deliver fast and simple mortgages, from this initial idea to our modern solutions like Rocket Mortgage and Rocket Professional, our proprietary platform. The awareness and hyper-focus of our team members drives these innovative solutions and our success.

Every Client. Every Time. No Exceptions. No Excuses

        "Every client means 100% of our clients all of the time, not most of the time."

        We value our clients and serve them with an unmatched sense of urgency and importance. We maintain a policy that every client will receive a callback within 24 hours. Our clients have acknowledged the positive experience they have with us in our closed consumer surveys, with approximately 94% recommending us. Our superior client experience is evidenced by our net promoter score (NPS) score of 74, a measure of consumer satisfaction, as compared to the average NPS of 16 for the mortgage origination industry according to J.D. Power. Our award-winning client experience has resulted in other world-class consumer-facing organizations, such as State Farm, Farmers, American Express, Intuit and Schwab, seeking to partner with us.

Obsessed with Finding a Better Way

        "Finding a better way is not something we do on the side or when we get the time. Rather, it's a key priority for every one of our team members."

        We empower our team members to create the processes and programs that will continue to drive our growth. Team members know their opinion is not only welcome but expected, from providing input on how to improve our existing business to pitching a completely new company idea.

        Our obsession with finding a better way is amplified through our constant improvement "Mousetrap Team," and our platform for new ideas "The Cheese Factory." Mousetrap Team members are tasked with closely examining each step of the borrowing process to make it more efficient. Major successes from this team include the development of proprietary technology that prioritizes each step of the loan process based on a client's propensity to close and the development of a texting platform that allows clients to communicate directly with their mortgage banker, reducing delays due to response times. The Cheese Factory and its internal "Pitch Day" competition, both encourage and reward team members for bringing forward ideas.

        Our Product Strategy team continues carrying that momentum, analyzing consumer trends and best practices, and then delivering products under the Rocket umbrella that meet the emerging and

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future needs of our clients. This team has demonstrated its ability to translate our Company's mission and goals into client-focused solutions and experiences. Recognizing the market opportunity to extend our Rocket Mortgage technology and process to our Partner Network, this team successfully led the development and launch of our partner platform Rocket Professional. Combining business and technical savvy, our strategists revolutionize the way we interact with consumers on our never-ending mission to find a better way for everything we do.

We Are the They

        "There is no 'they.' We are the 'they.' One team. United. All in the mission together. No corporate barriers. No boundaries. Just open doors, open minds and an open culture rooted in trust."

        Our organization emphasizes cooperation, respect and teamwork and minimizes hierarchy and bureaucracy, all to achieve better client results. Our team members and leaders, across our ecosystem, are all aligned towards the common goal of helping our clients and providing an amazing client experience. We recruit, train and develop our team members to all align to this philosophy. We do so with the contributions of our robustly staffed training team that focuses on the development and growth of team members. The group has been recognized by Training Magazine as part of the "Training Top 125" for excellence in training and development.

        Our unity extends beyond the walls of our organization to the communities we call home. Our "for more than profit" approach includes positively impacting our communities through creating jobs and reinvesting dollars and time into our cities. From education and housing stability initiatives to entrepreneurship programs, our team members are at the forefront of growth—both in our business and the communities in which they live, work, and play.

Technology, Data and Automation Innovation

        We built a fully integrated technology platform implemented across our ecosystem to provide a seamless and efficient experience for our team members, clients and partners. We have found that the most powerful approach to improving the client experience is to identify the pain points in the process and create scalable technology-driven solutions for each one.

        Our leadership and approximately 2,500 technology team members focus on technology along three axes. First, we leverage advanced algorithms and decision trees along with intuitive front-end design to provide an exceptional client interface and service. Second, we use technology and analytics to automate as many steps of our operations as possible to increase our team members' productivity, minimize process lags and errors, and ultimately drive significant improvement in client outcomes on a massive scale. Third, we develop our technology with a view to offer it to external partners in a seamless manner, enabling further growth of our ecosystem.

        We have strategically developed our technology in modules to facilitate agile enhancements. This enables us to effectively scale during market expansion, efficiently onboard partners, and grow into new client segments and channels, with less time and investment than our competitors.

        Additionally, our cutting-edge technology systems are powered by a significant amount of data. In 2019, we had interactions with over 20 million prospective clients. We have long-term mortgage servicing relationships with approximately 1.83 million client loans. Our technology and data science teams are proficient in leveraging this rich data to streamline the client experience, to improve the efficacy of our marketing campaigns, and to offer products and services suited to each client's specific circumstance.

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Client Leads by Year (in millions)

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Digital-First Brand and Marketing

        Our investment in the Rocket brand has made it nationally recognized as a simple, fast, and trusted digital solution for clients and partners. We invest in a range of targeted marketing campaigns that leverage our brand to acquire new clients and position our brand as the technology-driven solution for consumers.

        We have over 250 experienced marketing team members in our in-house advertising agency focused on every aspect of the client lifecycle. We create and execute innovative marketing strategies to identify and reach target audiences, engage with interested clients, and promote the client experience. We also rely on our Core Digital Media business, a leading online marketing and client acquisition platform, to generate additional leads. We have invested considerable capital in our brand. Since our inception, we have invested over $5 billion in marketing, including $905 million for the year ended December 31, 2019.

        While we increase brand awareness through sophisticated marketing, there is no better brand builder than a positive client experience. By providing a positive upfront origination experience, coupled with award-winning servicing over the life of the loan, we establish a long-term relationship with our clients. Servicing a client's loan allows us to remain in contact with our clients and stay current on their financial needs. For example, we rely on insights gained from servicing to offer solutions to clients when they can benefit from a more cost-effective mortgage. As a result of this approach, in 2019 when clients chose their next mortgage, we had overall client retention levels of 63% and refinancing retention levels of 76%, which is approximately 3.5 times higher than the industry average of 22%. In 2020, our year to date average has grown to nearly 75% overall client retention.

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2019 Refinancing Retention

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Source: Black Knight Mortgage Monitor.

(1)
Retention rate is the total unpaid principal balance ("UPB") of our clients that originate a new mortgage with us in a given period divided by total UPB of the clients that paid off their existing mortgage and originated a new mortgage in the same period. This calculation excludes clients to whom we did not actively market due to contractual prohibitions or other business reasons.

Superior Economic Model

        We earn the majority of our revenues from the upfront origination of each mortgage through origination fees and the sale of mortgages into the secondary mortgage market. Additional revenue is earned through recurring fees from servicing these same mortgages. We also earn fees from real estate agent referrals in Rocket Homes; origination, gain on sale, and servicing fees in Rocket Loans; and fees from facilitating auto sales in Rocket Auto.

        We believe our platform and technology create a significant financial advantage. Our brand effectiveness and marketing capabilities optimize client acquisition investments and our automated processes reduce unnecessary costs across the origination process. We create significant operating leverage through automation. We can scale quickly and efficiently which allows us to grow both the number of transactions and transaction profitability.

        Our business model is high-velocity, capital light and cash generating. We originate mortgage loans that are sold either to government-backed entities or to investors in the secondary mortgage market. Most sales occur within three weeks of origination, in turn requiring minimal capital. Of the $145 billion of mortgages we originated for the year ended December 31, 2019, 91% were sold to government-backed entities. For the year ended December 31, 2019, our net income attributable to Rocket Companies was $893.8 million and our Adjusted Net Income was $1.3 billion.

        Our business has minimal credit exposure as we sell our mortgage loans to investors in a matter of days. We also do not have direct credit exposure to the servicing portfolio since we do not own the underlying loans that are being serviced. Additionally, our automation and process efficiency are designed to increase data transparency and quality, thereby limiting potential liabilities that could result from errors in underwriting and servicing.

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Highly Adaptable and Scalable Platform

        We can scale quickly and efficiently which allows us to increase both the number of clients we provide solutions for and our profitability. Our proprietary loan origination platform allows us to originate, underwrite and close loans in all 50 states over the internet. Additionally our centralized loan processing centers give us greater control over the client experience and allows us to take advantage of economies of scale. Our loan funding capacity is generally sourced from repurchase agreements with large financial instituitions as counterparties, cash generated from operations and proceeds from the fixed-income bond market resulting in a diversified funding strategy. As our business continues to grow, we regularly reassess our funding strategy and we believe we have the ability to access the appropriate amount of capital to support our growth from internally generated cash flows and our various debt agreements. We do not intend to use the proceeds from this offering to fund the growth of our business. For more information, see "Use of Proceeds".

        Our size and technologies allow us to utilize specialized sub-groups to automate the processing and review of data and documents based on a set of predetermined rules-based workflows. Specialization in each step of the origination process allows us to create experts in each task, enabling our team members to rely on their expertise to quickly solve problems and provide greater certainty to close for our clients. This task-based specialization also results in shorter training time for new team members, enabling us to quickly ramp up operational capacity. Our approach is a true differentiator, allowing us to quickly scale the workforce to match demand and the size of the pipeline.

        Our platform provides us the capacity to close a substantially higher amount of loans per month based on current resources without significant investment in infrastructure. This centralized structure and scalable platform also allows Rocket Mortgage to quickly adapt to the evolving regulatory environment and market changes.

        Our scale, together with our high-quality, geographically diverse originations, and efficient platform, allows our experienced capital markets team to achieve superior secondary market execution. Our capital markets team aggregates pools of loans to obtain the best pricing for sales into the market. At the same time, our Capital Markets team uses proprietary technologies in addition to outside information services to hedge interest rate positions until loans are sold. Over the last decade we have generated consistently strong margins, which we believe are attributable to the high-quality loans generated from our business model, combined with our experienced management and capital markets teams.

High-Quality Team Member Experience

        Our culture creates an environment where team members know their opinions are valued and curiosity is encouraged. This collaborative atmosphere empowers our team members and keeps them engaged, making us stronger, faster, and more innovative as a company. Our internal surveys show approximately 95% of our team members believe the work they do contributes to the success of our Company.

        Our high-quality workplace culture creates significant opportunities to attract and retain talent. We encourage our team members to build a long-term career within our Company and focus on a common mission. Our commitment to the cities where we live, work, and play, attracts team members who are similarly focused on building a strong community, further benefitting our cultural identity.

        In addition to the recognition we received from FORTUNE magazine, our operations in Phoenix, Cleveland and Charlotte have been recognized as top workplaces in 2019 in local business publications. Of our approximately 20,000 team members, approximately 1,500 team members have been with us for over 10 years.

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Strong, Collaborative Senior Leadership Team

        Our senior leadership team's vision has reshaped the mortgage landscape and fueled our substantial growth while consistently reinforcing our culture. This long-tenured team has been with us for an average of 24 years. Dan Gilbert, our founder and Chairman, has provided us with steady leadership during our entire 35-year history and served as Chief Executive Officer from 1985 until 2002. Jay Farner is our current Chief Executive Officer and has been with us for 24 years. Bob Walters is our President and Chief Operating Officer and has been with us for 23 years. Julie Booth is our Chief Financial Officer and has been with us for 16 years. Angelo Vitale is our General Counsel and Secretary and has been with us for 23 years. This team has led us through a variety of housing and economic cycles, and have found ways to take advantage of broader industry disruption to continue our growth and success.

        We are focused on developing and promoting talent from within, which has enabled us to develop both the current team of senior leaders as well as the next generation of leaders. Prior to becoming Chief Executive Officer, Jay Farner served as our President and Chief Marketing Officer and Vice President of Web Mortgage Banking before that. In these roles, Jay personally led the building of Rocket Mortgage and brand strategy, as well as online performance marketing and the creation of the centralized banking teams. Prior to becoming President and Chief Operating Officer, Bob Walters served as our Chief Economist and Executive Vice President leading Capital Markets and Servicing. In these roles, Bob oversaw the teams responsible for developing our capital markets capabilities, launching servicing and transforming our client experience and operations teams. Prior to becoming Chief Financial Officer, Julie Booth served as our Vice President, Finance and initiated the creation and development of the Treasury, Procurement, and Internal Audit functions over the years. Angelo Vitale has served as Chief Executive Officer of our subsidiary Rock Central and as our Executive Vice President, General Counsel and Secretary. In these positions, Angelo has been responsible for our legal functions, including regulatory compliance, commercial real estate leasing and enterprise risk management.

OUR GROWTH

Rocket Mortgage Market Share ($ in billions)

GRAPHIC

        We have significant opportunity for continued growth as we advance and leverage our technology, brand, scale, and commitment to providing an exceptional client experience.

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Expand Our Lead in Our Core Market

        We are the largest retail mortgage originator in the U.S. according to Inside Mortgage Finance, with $145 billion in originations in 2019. We originated $51.7 billion in the three months ended March 31, 2020, which is a 23% CAGR from originations of $25 billion in 2009. We are the scaled leader in the U.S. mortgage industry with market share of 9.2%. Of total originations in 2019, $39 billion, or 27%, were to clients purchasing a home. This would make us the fourth largest retail originator based on purchase volume alone. We will continue to invest significantly in our brand, technical capabilities and our award-winning client experience, which we expect will support a considerable increase in our market share of the mortgage origination and servicing industry. Our superior client experience is evidenced by our net promoter score (NPS) score of 74, a measure of consumer satisfaction, as compared to the average NPS of 16 for the mortgage origination industry according to J.D. Power.

Market Demographics Will Drive Growth

        As consumers increasingly gravitate towards a digital experience, we believe Rocket Mortgage can uniquely address their needs. In particular, we stand ready for an expected increase in Millennial homeownership rates, which at approximately 32% significantly lags the rates of Generation X and Baby Boomers. Homeownership remains a top priority among approximately 70% of Millennials and their homeownership rate should trend higher as they continue to build wealth. These consumers increasingly demand a fully digital experience.


RocketMortgage.com Site Visits (in millions)

GRAPHIC

Our Partner Network Should Generate Significant Growth

        We expect our partner network to support further growth. We have aligned our brand with other high-quality consumer-focused organizations, which we believe will provide us with a differentiated efficient client acquisition channel that our competitors cannot easily replicate. We have formed relationships with influencers who utilize our platform with their clients, such as State Farm and Farmers, and marketing partners who refer their clients directly to us, such as American Express, Intuit and Schwab. We have a robust pipeline of potential partners that we are working to onboard in

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2020 and beyond. Our technology is designed to be easily adaptable, which allows us to seamlessly onboard partners and begin originations in a short time period.

Our Ecosystem Creates Substantial Growth Opportunities

GRAPHIC

        Our ecosystem is a series of connected businesses centered on delivering better solutions to our clients through our technology and scale. The total addressable market for our ecosystem of businesses, including markets for mortgage originations in U.S. and Canada, personal loans, home sales, used auto sales, and real estate advertising amounts to approximately $5.5 trillion.

        We actively created a number of businesses in markets where we believe our core strengths will drive success, including:

    Amrock: Amrock is a leading provider of title insurance services, property valuation and settlement services, Amrock uses proprietary technology that integrates seamlessly with the Rocket Mortgage technology and processes. This provides a digital, seamless experience for our clients with speed and efficiency from their first interaction with Rocket Mortgage through closing. Amrock facilitated over 444,000 settlement transactions in 2019.

    Rocket Homes: Through its online home search platform and real estate agent referral network, we provide ancillary services around the real estate point of sale. According to the Consumer Federation of America, the real estate point of sale market has approximately $100 billion of annual sales in the United States.

    Core Digital Media: Core Digital Media is a top digital social and display advertiser in the mortgage, insurance and education sectors, Core Digital Media generated approximately six million client leads for mortgage and other industries in 2019. This business enables growth for our broader ecosystem offering unique insight into the market that allows us to introduce innovative marketing programs designed to increase the conversion rates for online leads. We also leverage Core Digital Media's capabilities in cross-marketing our products and services to clients across our ecosystem.

    Rocket Loans: We launched our personal unsecured loan origination business in 2016 and focus on clients with prime credit scores. According to TransUnion Industry Insights Report, the personal unsecured lending market in the United States has approximately $162 billion of outstanding balances, which have grown at a 16% compound annual growth rate ("CAGR") since 2016.

    Rocket Auto: The sales capabilities in our Rock Connections business has fueled our early success in auto sales, with Rocket Auto facilitating nearly 20,000 used car sales in 2019. According to Edmunds, the consumer auto sales market in the United States had approximately 40.8 million used auto sales units in 2019.

    Lendesk: Our first investment into the Canadian mortgage market, Lendesk is a startup that offers a suite of products to digitize and simplify the Canadian mortgage experience.

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    Edison Financial: Our second investment into the Canadian mortgage market, Edison is a digital mortgage firm that will use Lendesk's Spotlight as its lender submission platform. We believe our success in the United States can be leveraged in the Canadian mortgage market, a market of approximately $761 billion CAD of annual mortgage originations.

        Each of these businesses benefits from its relationship with Rocket Mortgage and in many cases Rocket Mortgage also benefits from these relationships. For example, our experience has shown that a relationship with a Rocket Homes' partner agent significantly increases the likelihood that we will close a Rocket Mortgage loan. Similarly, we have found that a significant number of personal loan leads from Rocket Loans have turned into mortgage refinance transactions once we are able to spend time with the clients to understand their needs better.


RECENT DEVELOPMENTS

Business Update in Response to COVID-19 Pandemic

        We are closely monitoring the public health response and economic impacts of COVID-19. There is significant uncertainty related to the economic outcomes from this global pandemic, including the response of the federal, state and local governments as well as regulators such as the Federal Housing Finance Agency (FHFA).

        Despite this, we believe we are well positioned to continue serving our clients in the same award-winning manner as in the past based on our recent success in transitioning to a remote work environment and our strong balance sheet that can provide liquidity for continued growth amid the significant volatility. This is demonstrated by our record mortgage origination volumes in March, April, May and June 2020. Additionally, we have taken proactive measures to protect our team members, ensure the continuity of business operations and maintain our strong liquidity position.

Team Member Safety

        We are focused on the safety and wellness of our team members. In March, we moved to a remote work environment for over 98% of our team members. Many of our team members have had the ability to work from home for years, making a shift like this an easier transition than it would have been otherwise. For essential team members coming into the office, we have imposed additional restrictions for their protection including prohibiting visitors' access to our offices, increasing cleaning, providing protective masks and testing. Our senior leadership team participates in a daily call to plan and execute response activity as well as receive health and economic updates, discuss business operations, and team member wellness. We also have a dedicated group focused on monitoring conditions and making recommendations to senior leadership on necessary changes.

Business Operations and Liquidity

        While the financial markets have demonstrated significant volatility due to the economic impacts of COVID-19, interest rates have fallen to historic lows resulting in increased mortgage refinance originations and favorable margins. Our automated, scalable platform and processes enable us to respond quickly to the increased market demand. However, the extent and severity of economic impacts due to COVID-19 are not yet known and, as a result of these factors being outside our control, our origination volumes may decrease in the future.

        Beginning in the first quarter of 2020, and despite this uncertainty, we have seen substantial growth in our business and we have undertaken key steps to position our platform for continued success and as a result of these actions realized several substantial achievements.

    Materially increased our cash position

    Negotiated $3.75 billion of increases in loan funding capacity with our current lending partners

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    Achieved record Adjusted EBITDA.

    Reduced turn times on originations to record lows

    Stepped up verification of key metrics such as employment and income to ensure the highest quality underwriting standards are maintained.

        In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES" Act) was signed providing clients with GSE and government agency backed mortgages the ability to request a forbearance plan. As of June 30, 2020, we had approximately 98,000 clients on forbearance plans, which represents approximately 5.1% of our total serviced client loans.

        As a servicer, we are required to advance principal and interest to the investor for up to four months on GSE backed mortgages and longer on other government agency backed mortgages on behalf of clients who have entered a forbearance plan. We are able to utilize funds from prepayments and mortgage pay-offs from other clients to fund these principal and interest advances prior to remitting those funds to the agencies. To date, we have been able to fund all required principal and interest advances with these pay-off funds and have not had to use any corporate cash or draw on any facilities in order to fulfill principal and interest advances related to forbearances.

        While these advance requirements may be significant at higher levels of forbearance, we believe we are very well-positioned in terms of our liquidity. As of May 31, 2020, we had $2.6 billion of cash and cash equivalents and $1.22 billion in undrawn lines of credit. We are in ongoing discussions with our lending partners around additional advance financing and will continue evaluating the capital markets as well, which would further supplement our liquidity should the need arise. Although the forbearance activity noted above has not yet had a material impact on our cash flows, we expect servicing advances to grow over time and believe they could become material. Actual servicing advances will be driven by the number of clients entering into forbearance plans, the amount of time clients spend in the forbearance plans (most have the ability to extend forbearance plans for up to one year), and the level of successful resolution of forborne amounts at the end of forbearance periods all of which will be impacted by the pace at which the economy recovers from the COVID-19 pandemic.

        Protecting our cash position and maintaining sufficient liquidity is a top priority. We maintain diversified liquidity sources to allow us to fund our loan origination business, manage our day-to-day operations and protect us against foreseeable market risks. To support our increased origination volumes in 2020, year to date through June 2020, we negotiated increases totaling $3.75 billion from seven different counterparties for our loan funding facilities, of which $2.75 billion are temporary. Additionally, we added a new counterparty with an aggregate line amount of $0.4 billion. Our subsidiary Quicken Loans entered into a commitment letter in June 2020 with JPMorgan Chase Bank, N.A. ("JPM") and Morgan Stanley Senior Funding, Inc. ("MSSF") where JPM and MSSF will arrange and syndicate a senior unsecured revolving credit facility in an aggregate amount of up to $1.0 billion, with a maturity of three years from the closing date of this facility. To date, Quicken Loans and the arrangers have received commitments from lenders, subject to customary closing conditions, of up to $950 million. Further, Quicken Loans has finalized separate terms sheets for two new mortgage loan repurchase facilities for aggregate mortgage loan origination capacity of $2.0 billion. Subject to the negotiation and execution of definitive agreements, we expect these two facilities to be available in the third quarter of 2020. There is no assurance that we will be able to successfully negotiate and execute the definitive documentation for such facilities. We continue to pursue additional loan funding capacity to fund our origination volumes as needed.

        While we appreciate that we are facing an unprecedented set of circumstances today, we believe that we have taken the necessary steps to position the Company for success in both the near term and into the future. We are extremely proud of our team members and what they have

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been able to achieve amidst this challenging environment. We look forward to continuing to serve our clients and helping them through these unprecedented times.

Preliminary Estimated Financials Results as of and for the Three Months and the Six Months Ended June 30, 2020

        Our financial results for the three months and six months ended June 30, 2020 are not yet complete and will not be available until after the completion of this offering. Accordingly, we are presenting certain preliminary estimated unaudited financial results as of and for the three months and six months ended June 30, 2020. The unaudited estimated financial results set forth below are preliminary and subject to revision based upon the completion of our quarter-end financial closing processes as well as the related external review of the results of operations for the three months and the six months ended June 30, 2020. Our estimated financial results are forward-looking statements based solely on information available to us as of the date of this prospectus. As a result, our actual results for the three months and the six months ended June 30, 2020 may differ materially from the preliminary estimated financial results set forth below upon the completion of our financial closing procedures, final adjustments, and other developments that may arise prior to the time our financial results are finalized. You should not place undue reliance on these estimates. The information presented herein should not be considered a substitute for the financial information to be filed with the SEC in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 once it becomes available. For additional information, see "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors."

        We had $72.3 billion in originations for the second quarter of 2020, an increase of approximately 40% from originations of $51.7 billion in the first quarter of 2020. Our market share grew by 30% to 8.7% for the six months ended June 30, 2020 from 6.7% for 2019. Additionally, during the second quarter of 2020 we had $92.0 billion of net rate lock volume, an increase of approximately 64% from net rate lock volume of $56.1 billion in the first quarter of 2020. We also organically grew our servicing portfolio by 10% to $378.2 billion and 1.93 million client loans as of June 30, 2020, from $343.6 billion and 1.83 million client loans as of March 31, 2020.

        For the second quarter of 2020, based on preliminary results, we estimate that our total revenue, net was between $4.93 billion and $5.13 billion and net income was between $3.35 billion and $3.55 billion, the midpoint of these ranges representing an approximately $3.66 billion and $3.35 billion increase from the prior quarter, respectively. Over the same time period, Adjusted Revenue was between $5.20 billion and $5.42 billion, Adjusted Net Income was between $2.76 billion and $2.93 billion, and Adjusted EBITDA was between $3.71 billion and $3.95 billion.

        The increases in total revenue, net and net income for the three-months ended June 30, 2020, as compared to the three-months ended March 31, 2020, were driven by an increase in gain on sale margin. Gain on sale margin increased from 3.25% for the three-months ended March 31, 2020 to a preliminary range of 5.10% to 5.25% for the three-months ended June 30, 2020. We believe that the elevated level of gain on sale margin experienced during the second quarter of 2020 was impacted by generally favorable market conditions and the low interest rate environment which led to increased demand for mortgages and capacity constraints in the industry. Increased rate lock volume noted above also contributed to our improved performance. As of the date of this prospectus, we have seen the favorable market conditions continue which has led to continued strong demand and origination volume. We do not know how long these favorable market conditions will continue going forward. There is no assurance that these results are indicative of our results in any future period.

        Our preliminary estimated results contained in this prospectus have been prepared in good faith by, and are the responsibility of, management based upon our internal reporting for the three months and the six months ended June 30, 2020. Ernst & Young LLP has not audited, reviewed, compiled

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or performed any procedures with respect to the following preliminary financial results. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.

        We have presented the following preliminary estimated results as of and for the three months and the six months ended June 30, 2020:

 
  As of June 30,  
 
  2020   2019  
($ in millions)
  Low   High   (Actual)  

Cash and cash equivalents(1)

  $ 1,600   $ 1,800   $ 609  

Funding facilities

  $ 15,600   $ 15,800   $ 7,648  

Other financing facilities & debt

  $ 2,500   $ 2,700   $ 2,570  

Total equity

  $ 5,400   $ 5,600   $ 2,232  

 

 
  For the Three Months
Ended June 30,
  For the Six Months
Ended June 30,
 
 
  2020   2019   2020   2019  
($ in millions)
  (Actual)   (Actual)  

Closed loan origination volume

  $ 72,324   $ 31,961   $ 124,028   $ 54,280  

 

 
  For the Three Months
Ended June 30,
  For the Six Months
Ended June 30,
 
 
  2020   2019   2020   2019  
($ in millions)
  Low   High   (Actual)   Low   High   (Actual)  

Total revenue, net

  $ 4,930   $ 5,130   $ 938   $ 6,300   $ 6,500   $ 1,569  

Net income (loss)

  $ 3,350   $ 3,550   $ (54 ) $ 3,450   $ 3,650   $ (353 )

Adjusted Revenue(2)

  $ 5,195   $ 5,415   $ 1,329   $ 7,310   $ 7,530   $ 2,282  

Adjusted Net Income(2)

  $ 2,760   $ 2,925   $ 260   $ 3,415   $ 3,580   $ 282  

Adjusted EBITDA(2)

  $ 3,710   $ 3,945   $ 396   $ 4,635   $ 4,870   $ 477  

(1)
During the three months ended June 30, 2020, the Company made distributions of $1.6 billion to RHI.

(2)
We define "Adjusted Revenue" as total revenues net of the change in fair value of mortgage servicing rights ("MSRs") due to valuation assumptions. We define "Adjusted Net Income" as tax-effected earnings before stock-based compensation expense and the change in fair value of MSRs due to valuation assumptions, and the tax effects of those adjustments. We define "Adjusted EBITDA" as earnings before interest and amortization expense on non-funding debt, income tax, and depreciation and amortization, net of the change in fair value of MSRs due to valuation assumptions and stock-based compensation expense. We exclude from each of these non-GAAP revenues the change in fair value of MSRs due to valuation assumptions as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, which is not indicative of our performance or results of operation. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of 'interest income, net', as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest and amortization expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.

For a more specific and thorough discussion on Adjusted Revenue, Adjusted Net Income and Adjusted EBITDA, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

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The following table presents a reconciliation of Adjusted Revenue to total revenue, net.
Reconciliation of Adjusted Revenue to Total Revenue, net
  For the Three Months
Ended June 30,
  For the Six Months
Ended June 30,
 
 
  2020   2019   2020   2019  
($ in millions)
  Low   High   (Actual)   Low   High   (Actual)  

Total revenue, net

  $ 4,930   $ 5,130   $ 938   $ 6,300   $ 6,500   $ 1,569  

Change in fair value of MSRs due to valuation assumptions(a)

    265     285     391     1,010     1,030     713  

Adjusted Revenue

  $ 5,195   $ 5,415   $ 1,329   $ 7,310   $ 7,530   $ 2,282  

(a)
Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates.

    The following table presents a reconciliation of Adjusted Net Income to net income attributable to Rocket Companies.

 
  For the Three Months
Ended June 30,
  For the Six Months
Ended June 30,
 
 
  2020   2019   2020   2019  
Reconciliation of Adjusted Net Income to Net Income Attributable to Rocket Companies
($ in millions)
  Low   High   (Actual)   Low   High   (Actual)  

Net income (loss) attributable to Rocket Companies

  $ 3,350   $ 3,550   $ (54 ) $ 3,450   $ 3,650   $ (353 )

Adjustment to the provision for income tax(a)

    (814 )   (868 )   13     (843 )   (897 )   86  

Tax-effected net income (loss)(a)

    2,536     2,682     (41 )   2,607     2,753     (267 )

Non-cash stock compensation expense

    29     38     8     58     67     17  

Change in fair value of MSRs due to valuation assumptions(b)

    265     285     391     1,010     1,030     713  

Tax impact of adjustments(c)

    (70 )   (80 )   (98 )   (260 )   (270 )   (181 )

Adjusted Net Income

  $ 2,760   $ 2,925   $ 260   $ 3,415   $ 3,580   $ 282  

(a)
The Issuer will be subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect to its allocable share of any net taxable income of Holdings. The adjustment to the provision for income tax reflects the effective tax rates below, assuming the Issuer owns 100% of the Holdings Units (as defined below).
 
  For the Three Months
Ended June 30,
  For the Six Months
Ended June 30,
 
 
  2020   2019   2020   2019  

Statutory U.S. Federal Income Tax Rate

    21.00 %   21.00 %   21.00 %   21.00 %

Canadian taxes

    0.01 %   0.01 %   0.01 %   0.01 %

State and Local Income Taxes (net of federal benefit)

    3.76 %   3.76 %   3.76 %   3.76 %

Effective Income Tax Rate

    24.77 %   24.77 %   24.77 %   24.77 %
(b)
Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates.

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(c)
Tax impact of adjustments gives effect to the income tax related to non-cash stock compensation expense and change in fair value of MSRs due to valuation assumptions at the above described effective tax rates for each year.

    The following table presents a reconciliation of Adjusted EBITDA to net income.

 
  For the Three Months
Ended June 30,
  For the Six Months
Ended June 30,
 
 
  2020   2019   2020   2019  
Reconciliation of Adjusted EBITDA to Net Income
($ in millions)
  Low   High   (Actual)   Low   High   (Actual)  

Net income (loss)

  $ 3,350   $ 3,550   $ (54 ) $ 3,450   $ 3,650   $ (353 )

Interest and amortization expense on non-funding debt

    32     34     33     65     68     66  

Income tax provision (benefit)

    19     21         20     22     (1 )

Depreciation and amortization

    15     17     18     32     33     35  

Non-cash stock compensation expense

    29     38     8     58     67     17  

Change in fair value of MSRs due to valuation assumptions(a)

    265     285     391     1,010     1,030     713  

Adjusted EBITDA

  $ 3,710   $ 3,945   $ 396   $ 4,635   $ 4,870   $ 477  

(a)
Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates.


REORGANIZATION TRANSACTIONS

        Prior to the commencement of the reorganization transactions described below and this offering, all of the outstanding equity interests of Quicken Loans, as well as all or a majority of the outstanding equity interests in our other operating subsidiaries, that historically have operated our businesses, were directly or indirectly owned by RHI.

        Prior to the completion of this offering, we will consummate an internal reorganization, which we refer to as the "reorganization transactions." In connection with the reorganization transactions, the following steps have occurred or will occur:

    the Issuer was incorporated in Delaware on February 26, 2020, as a wholly-owned subsidiary of RHI;

    Holdings was formed in Michigan on March 6, 2020, as a wholly-owned subsidiary of RHI;

    Quicken Loans Inc. converted to a Michigan limited liability company on April 15, 2020;

    subsequent to March 31, 2020 and prior to the completion of the reorganization transactions, the Combined Businesses will have made cash distributions to RHI in an aggregate estimated amount of $3,878 million (including $1,618 million on or before June 30, 2020 as referenced above), of which $1,164 million were for the purpose of funding tax obligations (the "Pre-IPO Distributions");

    in July 2020, RHI contributed to Holdings the interests it held in certain of the Combined Businesses;

    in July 2020, Dan Gilbert, our founder and Chairman, contributed $20.0 million to Holdings and became a member of Holdings;

    prior to the completion of this offering, RHI will contribute to Holdings the interests it holds in (a) Quicken Loans, LLC and (b) the remaining Combined Businesses. As a result, Holdings will become the direct holder of the interests of Quicken Loans and of all the Combined

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      Businesses, which are RHI's direct and indirect subsidiaries through which it conducts the following businesses and activities: (i) our title insurance services, property valuations and settlement services business, (ii) our real estate agent network, (iii) our home search website, (iv) our client care center, (v) our auto sales business, (vi) our personal loan business, (vii) our support services provider, (viii) our loan securitization business, (ix) our Canadian mortgage business and (x) our Canadian technology service provider;

    prior to the completion of this offering, the Issuer will become the sole managing member of Holdings;

    prior to the completion of this offering, we will amend the operating agreement of Holdings and provide that, among other things, all of the existing equity interests in Holdings will be reclassified into Holdings' non-voting common interest units, which we refer to as "Holdings Units." Holdings will issue an aggregate of 1,983,279,483 Holdings Units to RHI and Dan Gilbert, at an initial public offering price of $18.00 per share consisting of 1,982,177,661 Holdings Units issued to RHI and 1,101,822 Holdings Units issued to Dan Gilbert;

    prior to the completion of this offering, we will amend and restate our certificate of incorporation and we will be authorized to issue four classes of common stock: Class A common stock, Class B common stock, Class C common stock and Class D common stock, which we refer to collectively as our "common stock." The Class A common stock and Class C common stock will each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock will each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock will not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. These attributes are summarized in the following table:
Class of Common Stock
  Votes   Economic
Rights
Class A common stock     1   Yes
Class B common stock     10   Yes
Class C common stock     1   No
Class D common stock     10   No

      Our certificate of incorporation provides that, at any time when the aggregate voting power of the outstanding common stock or preferred stock beneficially owned by RHI or any entity disregarded as separate from RHI for U.S. federal income tax purposes (the "RHI Securities") would be equal to or greater than 79% of the total voting power of our outstanding stock, the number of votes per share of each RHI Security shall be reduced such that the aggregate voting power of all of the RHI Securities is equal to 79%.

      Shares of our common stock will generally vote together as a single class on all matters submitted to a vote of our stockholders. There will be no shares of Class B common stock and no shares of Class C common stock outstanding after the completion of this offering;

    prior to the completion of this offering, we will issue RHI and Dan Gilbert a number of shares of our Class D common stock in exchange for a payment by RHI and Dan Gilbert, as applicable, of the aggregate par value of the Class D common stock received equal to the number of Holdings Units held by RHI and Dan Gilbert, as applicable;

    prior to the completion of this offering, each of RHI and Dan Gilbert will be granted the right to exchange its or his Holdings Units, together with a corresponding number of shares of our Class D common stock or Class C common stock, for, at our option, (i) shares of our Class B

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      common stock or Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale);

    prior to the completion of this offering, we will issue an aggregate of 372,565 shares of Class A common stock at the purchase price per share equal to the initial public offering price of $18.00 per share (the number of shares issued equals the purchase price divided by the price to public in this offering) to Dan Gilbert and certain entities affiliated with Dan Gilbert (the "Gilbert Affiliates"), in exchange for an aggregate of $6.7 million in cash which we will contribute to Holdings for an equal number of Holdings Units; and

    prior to the completion of this offering, we will enter into an acquisition agreement with RHI and its direct subsidiary Amrock Holdings Inc. pursuant to which we will acquire Amrock Title Insurance Company ("ATI"), an entity through which RHI conducts its title insurance underwriting business, for total aggregate consideration of $14.4 million that will consist of 800,000 Holdings Units and shares of Class D common stock of RHI valued at the price to the public in this offering of $18.00 per share (the number of shares issued equals the purchase price divided by the price to public in this offering) (such acquisition, the "ATI acquisition"). ATI's net income for the year ended December 31, 2019 was $4.7 million. The consummation of this acquisition is subject to customary closing conditions, including the receipt of regulatory approvals. We expect the ATI acquisition will close in the fourth quarter of 2020.

For more information, see "Organizational Structure."

        After the completion of this offering, we intend to use the entire aggregate amount of $1,760 million of the net proceeds from this offering (or $2,023 million if the underwriters exercise their option to purchase additional shares in full) after deducting underwriting discounts and commissions and before deducting offering expenses, to acquire a number of Holdings Units and shares of Class D common stock from RHI equal to the amount of such net proceeds divided by the price paid by the underwriters for shares of our Class A common stock in this offering (100,000,000 Holdings Units or, if the underwriters exercise their option to purchase additional shares in full, 115,000,000 Holdings Units). We do not intend to use any proceeds from this offering to acquire any Holdings Units and shares of Class D common stock from Dan Gilbert.

        We estimate that the offering expenses (other than the underwriting discounts) will be approximately $14.5 million. All of such offering expenses will be paid for or otherwise borne by Holdings. For more information, see "Use of Proceeds."

        The following diagram depicts our organizational structure following the reorganization transactions, this offering and the application of the net proceeds from this offering and no exercise of the underwriters' option to purchase additional shares). This chart is provided for illustrative

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purposes only and does not purport to represent all legal entities within our organizational structure(2):

GRAPHIC


(1)
Includes the Combined Businesses other than Quicken Loans, which are our direct and indirect subsidiaries through which we will conduct the following businesses and activities: (i) our title insurance services, property valuations and settlement services business, (ii) our real estate agent network, (iii) our home search website, (iv) our client care center, (v) our auto sales business, (vi) our personal loan business, (vii) our support services provider, (viii) our loan securitization business, (ix) our Canadian mortgage business and (x) our Canadian technology service provider. After the ATI acquisition closes, which we expect to happen in the fourth quarter of 2020, ATI will become one of our subsidiaries through which we will conduct title insurance underwriting business.

(2)
This chart does not depict the shares of Class A Common Stock held by Dan Gilbert and the Gilbert Affiliates. Dan Gilbert and the Gilbert Affiliates, through their ownership of Class A common stock, hold 0.07% of the voting power of, and 0.37% of the economic interest in, the Issuer.

        In connection with the reorganization transactions, we will be appointed as the sole managing member of Holdings pursuant to the operating agreement of Holdings. Because we will manage and operate the business and control the strategic decisions and day-to-day operations of Holdings and will also have a substantial financial interest in Holdings, we will consolidate the financial results of Holdings, and a portion of our net income (loss) will be allocated to the non-controlling interest to reflect the entitlement of RHI and of Dan Gilbert to a portion of Holdings' net income (loss). In addition, because the Combined Businesses will be under the common control of RHI before and after the reorganization transactions, we will account for the reorganization transactions as a reorganization of entities under common control and will initially measure the interests of RHI in the

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assets and liabilities of Holdings at their carrying amounts as of the date of the completion of the reorganization transactions.

        Upon the completion of this offering and the application of the net proceeds from this offering, assuming no exercise of the underwriters' option to purchase additional shares, we will hold approximately 5% of the outstanding Holdings Units, RHI will hold approximately 95% of the outstanding Holdings Units and approximately 79% of the combined voting power of our outstanding common stock, Dan Gilbert will hold approximately 0.06% of the outstanding Holdings Units and approximately 2% of the combined voting power of our outstanding common stock, the Gilbert Affiliates will hold approximately 0.06% of the combined voting power of our common stock, and the investors in this offering will hold approximately 19% of the combined voting power of our outstanding common stock. See "Organizational Structure," "Certain Relationships and Related Party Transactions" and "Description of Capital Stock" for more information on the rights associated with our capital stock and the Holdings Units.

        The purchase of Holdings Units (along with corresponding shares of our Class D common stock) from RHI using the net proceeds from this offering, future exchanges by RHI or Dan Gilbert (or its transferees or other assignees) of Holdings Units and corresponding shares of Class D common stock or Class C common stock for shares of our Class B common stock or Class A common stock, and future purchases of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) from RHI or Dan Gilbert (or its transferees or other assignees) are expected to produce favorable tax attributes for us. These tax attributes would not be available to us in the absence of those transactions. In connection with the reorganization transactions, we will enter into a tax receivable agreement with RHI and Dan Gilbert that will obligate us to make payments to RHI and Dan Gilbert generally equal to 90% of the applicable cash savings that we actually realize as a result of these tax attributes and tax attributes resulting from payments made under the tax receivable agreement. We will retain the benefit of the remaining 10% of these tax savings. There is a possibility that under certain circumstances not all of the 90% of the applicable cash savings will be paid to the selling or exchanging holder of Holdings Units at the time described above. If we determine that such circumstances apply and all or a portion of such applicable tax savings is in doubt, we will pay to the holders of such Holdings Units the amount attributable to the portion of the applicable tax savings that we determine is not in doubt and pay the remainder at such time as we reasonably determine the actual tax savings or that the amount is no longer in doubt. See "Organizational Structure—Holding Company Structure and Tax Receivable Agreement" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."


RISK FACTORS

        Participating in this offering involves substantial risk. Our ability to execute our strategy also is subject to certain risks. The risks described under the heading "Risk Factors" immediately following this summary may cause us not to realize the full benefits of our competitive strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges and risks we face include the following:

    technology disruptions or failures, including a failure in our operational or security systems or infrastructure;

    cyberattacks and other data and security breaches;

    our dependence on macroeconomic and U.S. residential real estate market conditions;

    changes in interest rates and U.S. monetary policies that affect interest rates;

    our reliance on our loan funding facilities to fund mortgage loans and otherwise operate our business;

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    our ability to sell loans in the secondary market to a limited number of investors and to the government sponsored enterprises ("GSEs") (Fannie Mae and Freddie Mac), and to securitize our loans into mortgage-backed securities ("MBS") through the GSEs and Ginnie Mae;

    our ability to comply with complex and continuously changing laws and regulations applicable to our business, and to avoid potentially severe sanctions for non-compliance;

    disruptions in the secondary home loan market, including the MBS market;

    changes in the GSEs, U.S. Federal Housing Authority, U.S. Department of Agriculture ("USDA") and U.S. Department of Veteran's Affairs ("VA") guidelines or GSE and Ginnie Mae guarantees;

    our ability to maintain or grow our servicing business;

    intense competition in the markets we serve; and

    failure to accurately predict the demand or growth of new financial products and services that we are developing.


OUR PRINCIPAL EQUITYHOLDER

        Following the completion of the reorganization transactions and this offering, RHI will control approximately 79% of the combined voting power of our outstanding common stock. As a result, RHI will control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets. Because RHI will control more than 50% of the combined voting power of our outstanding common stock, we will be a "controlled company" under the corporate governance rules for Exchange-listed companies. Therefore we will be permitted to, and we intend to, elect not to comply with certain corporate governance requirements of the Exchange. For more information on the implications of this distinction, see "Risk Factors—Risks Related to This Offering and Our Class A Common Stock," "Management—Controlled Company," and "Principal Stockholders."

        In addition to being our principal stockholder, RHI is the majority stockholder of several other businesses, including a technology services provider (Detroit Labs) and the preeminent online dictionary (Dictionary.com). For more information on RHI, see "Certain Relationships and Related Party Transactions."

        Dan Gilbert, our founder and Chairman, is the majority stockholder of RHI and serves as the chairman of RHI's board of directors. Dan is passionate about building great American cities and has invested billions of dollars into properties and community programming in Detroit and Cleveland. Dan is also the majority shareholder of the Cleveland Cavaliers of the National Basketball Association, the majority shareholder and founder of the real estate investment firm Bedrock and the controlling shareholder and founder of the unicorn online startup StockX. For more information on Dan, see "Management."


CORPORATE INFORMATION

        We were incorporated under the laws of the state of Delaware, on February 26, 2020. Our principal executive offices are located at 1050 Woodward Avenue, Detroit, MI 48226. Our telephone number is (313) 373-7990. Our website is located at ir.rocketcompanies.com. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on our website or any such information in making your decision whether to purchase shares of our Class A common stock.

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THE OFFERING

Issuer

  Rocket Companies, Inc.

Class A common stock outstanding before this offering

 

372,565 shares.

Class A common stock offered by us

 

100,000,000 shares.

Option to purchase additional shares

 

We have granted the underwriters an option to purchase up to an additional 15,000,000 shares of Class A common stock. The underwriters may exercise this option at any time within 30 days from the date of this prospectus. See "Underwriting."

Class A common stock to be outstanding immediately after this offering

 

100,372,565 shares (or 115,372,565 shares if the underwriters exercise their option to purchase additional shares in full).

 

If, immediately after this offering and the application of the net proceeds from this offering, RHI and Dan Gilbert were to elect to exchange all their Holdings Units and corresponding shares of Class D common stock for shares of our Class B common stock and any such shares of our Class B common stock were then converted into shares of Class A common stock, 1,983,652,048 shares of our Class A common stock would be outstanding (5% of which would be owned by non-affiliates of the Company) (or 1,983,652,048 shares (6% of which would be owned by non-affiliates of the Company) if the underwriters exercise their option to purchase additional shares in full).

Class B common stock to be outstanding immediately after this offering

 

None.

Class C common stock to be outstanding immediately after this offering

 

None.

Class D common stock to be outstanding immediately after this offering

 

1,883,279,483 shares. Shares of our Class D common stock have voting but no economic rights (including rights to dividends and distributions upon liquidation) and will be issued to RHI and Dan Gilbert in the reorganization transactions in an amount equal to the number of Holdings Units held by RHI and Dan Gilbert, as applicable. When a Holdings Unit, together with a share of our Class D common stock, is exchanged for a share of our Class B common stock, the corresponding share of our Class D common stock will be cancelled.

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Voting rights

 

Except as described below, each share of our Class A common stock entitles its holder to one vote per share.

 

Except as described below, each share of our Class B common stock entitles its holder to 10 votes per share. No shares of Class B common stock will be issued and outstanding upon the completion of this offering and the application of the net proceeds from this offering.

 

Except as described below, each share of our Class C common stock entitles its holder to one vote per share. No shares of Class C common stock will be issued and outstanding upon the completion of this offering and the application of the net proceeds from this offering.

 

Except as described below, each share of our Class D common stock entitles its holder to 10 votes per share.

 

All classes of our common stock with voting rights generally vote together as a single class on all matters submitted to a vote of our stockholders. Upon the completion of this offering, all of our outstanding Class D common stock will be held by RHI and Dan Gilbert. See "Description of Capital Stock.

 

Our certificate of incorporation provides that, at any time when the aggregate voting power of the outstanding common stock or preferred stock beneficially owned by RHI or any entity disregarded as separate from RHI for U.S. federal income tax purposes (the "RHI Securities") would be equal to or greater than 79% of the total voting power of our outstanding stock, the number of votes per share of each RHI Security shall be reduced such that the aggregate voting power of all of the RHI Securities is equal to 79% (such provision, the "Voting Limitation").

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As a result of the Voting Limitation, (a) each outstanding share of Class D common stock held by RHI will initially be entitled to 0.22 votes per share (or 0.25 votes per share if the underwriters exercise their option to purchase additional shares in full), representing an aggregate of 79% of the combined voting power of our outstanding common stock upon the completion of this offering and the application of the net proceeds from this offering; (b) each outstanding share of Class D common stock held by Dan Gilbert will initially be entitled to 10 votes per share, representing an aggregate of 2% of the combined voting power of our outstanding common stock upon the completion of this offering and the application of the net proceeds from this offering and (c) each outstanding share of Class A common stock, including those held by the Gilbert Affiliates, will initially be entitled to one vote per share, representing an aggregate of 19% of the combined voting power of our outstanding common stock upon the completion of this offering and the application of the net proceeds from this offering. Without the Voting Limitation, RHI would have approximately 99% of the combined voting power of our common stock.

Exchange and conversion rights

 

Holdings Units, together with a corresponding number of shares of Class D common stock or Class C common stock, may be exchanged for, at our option (as the sole managing member of Holdings), (i) shares of our Class B common stock or Class A common stock, as applicable, on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

 

Each share of our Class D common stock is convertible at any time, at the option of the holder, into one share of Class C common stock.

 

Each share of our Class B common stock is convertible at any time, at the option of the holder, into one share of Class A common stock.

 

Each share of our Class B common stock and Class D common stock, as applicable, will automatically convert into one share of Class A common stock or Class C common stock, as applicable, (a) immediately prior to any sale or other transfer of such share by a holder of such share, subject to certain limited exceptions, such as transfers to permitted transferees, or (b) if RHI, the direct or indirect equityholders of RHI and their permitted transferees own less than 10% of our issued and outstanding common stock. See "Description of Capital Stock."

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Use of proceeds

 

We estimate that our net proceeds from this offering will be approximately $1,760 million (or approximately $2,023 million if the underwriters exercise their option to purchase additional shares), after deducting underwriting discounts and commissions.

 

We intend to use the entire aggregate amount of the net proceeds from this offering to acquire a number of Holdings Units and shares of Class D common stock from RHI equal to the amount of such net proceeds divided by the price paid by the underwriters for shares of our Class A common stock in this offering (100,000,000 Holdings Units or, if the underwriters exercise their option to purchase additional shares in full, 115,000,000 Holdings Units). We do not intend to use any proceeds from this offering to acquire directly any Holdings Units and shares of Class D common stock from Dan Gilbert.

 

We estimate that the offering expenses (other than the underwriting discounts) will be approximately $14.5 million. All of such offering expenses will be paid for or otherwise borne by Holdings.

Controlled company

 

Upon completion of this offering, RHI will continue to beneficially own more than 50% of the combined voting power of our outstanding common stock. As a result, we intend to avail ourselves of the "controlled company" exemptions under the rules of the Exchange, including exemptions from certain of the corporate governance listing requirements. See "Management—Controlled Company."

Dividend policy

 

We do not intend to pay cash dividends on our common stock in the foreseeable future. However, we may, in the future, decide to pay dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock may be limited by restrictive covenants in our debt agreements, will be at the sole discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that the board of directors deems relevant. See "Dividend Policy."

Listing

 

We intend to list our Class A common stock on the Exchange under the symbol "RKT."

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Risk factors

 

You should read the section titled "Risk Factors" and the other information included in this prospectus for a discussion of some of the risks and uncertainties you should carefully consider before deciding to invest in our Class A common stock.

Directed share program

 

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the Class A common stock for sale to our directors, officers, employees and other individuals associated with us and members of their families. The sales will be made, at our direction, by UBS Financial Services Inc., a selected dealer affiliated with UBS Securities LLC, an underwriter of this offering, through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Participants in the directed share program who purchase more than $1,000,000 of shares shall be subject to a 25-day lock-up with respect to any shares sold to them pursuant to that program. This lock-up will have similar restrictions and an identical extension provision to the lock-up agreements described herein. Any shares sold in the directed share program to our directors, executive officers or selling stockholders shall be subject to the lock-up agreements described herein. Any reserved shares of Class A common stock that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock offered by this prospectus. See "Underwriting—Directed Share Program" for more information.

        Unless we indicate otherwise, the number of shares of our Class A common stock outstanding after this offering excludes:

    an aggregate amount of 43,075,653 shares of Class A common stock we expect to issue pursuant to equity-based awards in connection with this offering under the Rocket Companies, Inc. 2020 Omnibus Incentive Plan (the "2020 Omnibus Incentive Plan") including 16,720,517 restricted stock units and stock options to purchase 26,355,136 shares of our common stock at an exercise price equal to the price to the public in this offering. The foregoing amounts are based on the public offering price set forth on the cover page of this prospectus. For more information on the 2020 Omnibus Incentive Plan, see "Executive Compensation;"

    additional shares issuable pursuant to equity-based awards with respect to an aggregate amount of 51,661,189 shares of Class A common stock, that we expect to remain available for issuance under the 2020 Omnibus Incentive Plan following the completion of this offering. For more information on the 2020 Omnibus Incentive Plan, see "Executive Compensation;" and

    1,883,279,483 shares of our Class A common stock reserved for issuance upon the exchange of Holdings Units (together with the corresponding shares of our Class D common stock) into

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      shares of Class B common stock and the conversion of our Class B common stock into Class A common stock.

        Unless we indicate otherwise, all information in this prospectus assumes that the underwriters do not exercise their option to purchase up to 15,000,000 additional shares from us.

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SUMMARY HISTORICAL AND PRO FORMA CONDENSED COMBINED
FINANCIAL AND OTHER DATA

        The following tables set forth our summary historical and pro forma condensed combined financial and other data for the periods presented. We were formed as a Delaware corporation on February 26, 2020 and have not, to date, conducted any activities other than those incidental to our formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part.

        The condensed combined statements of income for the years ended December 31, 2019, 2018 and 2017 and the combined balance sheet data as of December 31, 2019 and 2018 have been derived from the audited combined financial statements of the Combined Businesses included elsewhere in this prospectus. The condensed combined statements of income for the three months ended March 31, 2020 and 2019 and the combined balance sheet data as of March 31, 2020 and 2019 have been derived from unaudited condensed combined financial statements of the Combined Businesses also included elsewhere in this prospectus and which, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods.

        The unaudited pro forma condensed combined statement of income for the three months ended March 31, 2020 and the year ended December 31, 2019 gives effect to (i) the reorganization transactions described under "Organizational Structure," (ii) the creation or acquisition of certain tax assets in connection with this offering and the reorganization transactions and the creation of related liabilities in connection with entering into the tax receivable agreement with RHI and Dan Gilbert and (iii) this offering and the application of the net proceeds from this offering, as if each had occurred on January 1, 2019. The unaudited pro forma condensed combined balance sheet as of March 31, 2020 gives effect to the three above items as if each had occurred on March 31, 2020. See "Unaudited Pro Forma Condensed Combined Financial Information."

        The summary historical and pro forma condensed combined financial and other data presented below do not purport to be indicative of the results that can be expected for any future period and should be read together with "Capitalization," "Unaudited Pro Forma Condensed Combined Financial Information," "Selected Historical Combined Financial and Other Data," "Management's

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Discussion and Analysis of Financial Condition and Results of Operations" and the combined financial statements and related notes thereto included elsewhere in this prospectus.

 
  Pro Forma
Three
Months
Ended
March 31,
2020
   
   
   
   
   
   
 
 
  Three Months Ended
March 31,
   
   
   
   
 
 
  Pro Forma
Year Ended
December 31,
2019
  Year Ended December 31,  
Condensed Statement of Income
($ in thousands)
  2020   2019   2019   2018   2017  

Revenue

                                           

Gain on sale of loans, net

  $ 1,822,109   $ 1,822,109   $ 727,246   $ 4,911,307   $ 4,911,307   $ 2,927,888   $ 3,379,196  

Servicing fee income

    257,093     257,093     224,606     950,221     950,221     820,370     696,639  

Change in fair value of mortgage servicing rights ("MSRs")                    

    (991,252 )   (991,252 )   (475,701 )   (1,596,631 )   (1,596,631 )   (228,723 )   (569,391 )

Interest income, net

    34,583     34,583     23,439     115,834     115,834     101,602     56,609  

Other income

    244,302     244,302     132,182     739,168     739,168     588,412     586,829  

Total revenue, net

    1,366,835     1,366,835     631,772     5,119,899     5,119,899     4,209,549     4,149,882  

Expenses

                                           

Salaries, commissions and team member benefits

    724,304     683,450     457,778     2,245,474     2,082,058     1,703,197     1,686,811  

General and administrative expenses

    193,566     193,566     165,839     683,116     683,116     591,372     540,640  

Marketing and advertising expenses

    217,992     217,992     208,897     905,000     905,000     878,027     787,844  

Depreciation and amortization

    16,115     16,115     18,105     74,952     74,952     76,917     68,813  

Interest and amortization expense on non-funding debt

    33,107     33,107     33,082     136,853     136,853     130,022     77,967  

Other expenses

    124,589     124,589     48,420     339,549     339,549     214,754     215,870  

Total expenses

    1,309,673     1,268,819     932,121     4,384,944     4,221,528     3,594,289     3,377,945  

Income (loss) before income tax

    57,162     98,016     (300,349 )   734,955     898,371     615,260     771,937  

(Provision for) benefit from state and local income tax

    (722 )   (736 )   1,004     (9,229 )   (5,984 )   (2,643 )   (1,228 )

Net Income (loss)

  $ 56,440   $ 97,280   $ (299,345 ) $ 725,726   $ 892,387   $ 612,617   $ 770,709  

Net loss (income) attributable to noncontrolling interest

    (54,247 )   441     327     (697,697 )   1,367     272     (8 )

Net income (loss) attributable to Rocket Companies, Inc. 

  $ 2,193   $ 97,721   $ (299,018 ) $ 28,029   $ 893,754   $ 612,889   $ 770,701  

 

 
  Pro Forma
as of
March 31,
2020
  As of March 31,   As of December 31,  
Condensed Balance Sheet Data
($ in thousands)
  2020   2019   2019   2018   2017  

Assets

                                     

Cash and cash equivalents                   

  $ 1,115,397   $ 2,250,627   $ 149,073   $ 1,350,972   $ 1,053,884   $ 1,417,847  

Mortgage loans held for sale, at fair value

    12,843,384     12,843,384     7,328,466     13,275,735     5,784,812     7,175,947  

Interest rate lock commitments, at fair value

    1,214,865     1,214,865     372,105     508,135     245,663     250,700  

Mortgage servicing rights, at fair value

    2,170,638     2,170,638     3,001,501     2,874,972     3,180,530     2,450,081  

Other assets

    3,381,138     2,839,405     1,744,830     2,067,513     1,288,557     2,006,842  

Total assets

  $ 20,725,422   $ 21,318,919   $ 12,595,975   $ 20,077,327   $ 11,553,446   $ 13,301,417  

Liabilities and equity

                                     

Funding facilities

  $ 11,423,124   $ 11,423,124   $ 6,249,132   $ 12,041,878   $ 5,076,604   $ 6,120,784  

Other financing facilities & debt

    3,496,878     3,496,878     2,472,880     2,595,038     2,483,255     2,401,055  

Other liabilities

    5,992,317     2,749,498     1,596,494     1,937,489     1,212,691     1,942,791  

Total liabilities

    20,912,319     17,669,500     10,318,506     16,574,405     8,772,550     10,464,630  

Total equity

  $ (186,897 ) $ 3,649,419   $ 2,277,469   $ 3,502,922   $ 2,780,896   $ 2,836,787  

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  Pro Forma
Three
Months
Ended
March 31,
2020
   
   
   
   
   
   
 
 
  Three Months Ended
March 31,
   
   
   
   
 
 
  Pro Forma
Year Ended
December 31,
2019
  Year Ended December 31,  
Non-GAAP measures and Other Data
(Units and $ in thousands)
  2020   2019   2019   2018   2017  

Non-GAAP measures

                                           

Adjusted Revenue(1)

  $ 2,110,162   $ 2,110,162   $ 952,751   $ 5,909,800   $ 5,909,800   $ 3,882,912   $ 4,231,219  

Adjusted Net Income(1)

  $ 655,135   $ 655,135   $ 22,165   $ 1,300,984   $ 1,300,984   $ 243,672   $ 552,789  

Adjusted EBITDA(1)

  $ 919,623   $ 919,623   $ 80,323   $ 1,939,780   $ 1,939,780   $ 529,198   $ 1,032,952  

Rocket Mortgage Loan Production Data(2)

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Closed loan origination volume

  $ 51,703,832   $ 51,703,832   $ 22,318,791   $ 145,179,577   $ 145,179,577   $ 83,121,668   $ 85,541,358  

Direct to Consumer origination volume

   
31,759,729
   
31,759,729
   
15,417,737
   
92,476,450
   
92,476,450
   
64,152,307
   
70,938,189
 

Partner Network origination volume

   
19,944,103
   
19,944,103
   
6,901,054
   
52,703,127
   
52,703,127
   
18,969,361
   
14,603,169
 

Total market share

    9.2 %   9.2 %   6.9 %   6.7 %   6.7 %   5.0 %   5.0 %

Gain on sale margin(3)

    3.25 %   3.25 %   2.64 %   3.19 %   3.19 %   3.55 %   3.97 %

Servicing Portfolio Data

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Total serviced unpaid principal balance ("UPB") (includes subserviced)

 
$

343,589,601
 
$

343,589,601
 
$

324,423,525
 
$

338,639,281
 
$

338,639,281
 
$

314,735,582
 
$

279,059,691
 

Total loans serviced (includes subserviced)

    1,827.8     1,827.80     1,770.00     1,802.2     1,802.2     1,726.0     1,546.5  

MSR fair value multiple – period end(4)

   
2.19
   
2.19
   
3.35
   
3.01
   
3.01
   
3.80
   
3.43
 

Total serviced delinquency rate (60+days) – period end

    0.92 %   0.92 %   0.74 %   1.01 %   1.01 %   0.74 %   1.47 %

Other Rocket Companies

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Amrock gross revenue

    N/A     N/A     N/A   $ 558,622   $ 558,622   $ 407,076   $ 480,758  

Amrock settlement transactions

    165.9     165.9     73.9     449.9     444.9     315.3     388.5  

Rocket Homes gross revenue

    N/A     N/A     N/A   $ 43,068   $ 43,068   $ 35,576   $ 33,490  

Rocket Homes real estate transactions

    6.0     6.0     6.1     30.3     30.3     21.9     20.0  

Rockethomes.com average unique monthly users

   
271.3
   
271.3
   
30.0
   
180.0
   
180.0
   
17.1
   
N/A
 

Rocket Loans gross revenue

   
N/A
   
N/A
   
N/A
 
$

24,751
 
$

24,751
 
$

17,482
 
$

8,821
 

Rocket Loans closed units

   
4.0
   
4.0
   
4.4
   
25.7
   
25.7
   
19.6
   
11.6
 

Rock Connections gross revenue

   
N/A
   
N/A
   
N/A
 
$

114,052
 
$

114,052
 
$

109,246
 
$

74,717
 

Rocket Auto car sales

    8.3     8.3     3.6     20.0     20.0     9.7     0.1  

Core Digital Media gross revenue

   
N/A
   
N/A
   
N/A
 
$

237,239
 
$

237,239
 
$

204,989
 
$

95,326
 

Core Digital Media client inquiries generated

   
1,416.33
   
1,416.33
   
1,736.41
   
5,970.68
   
5,970.68
   
6,710.60
   
5,814.63
 

Total Other Rocket Companies gross revenue

  $ 302,643   $ 302,643   $ 199,979   $ 977,732   $ 977,732   $ 774,369   $ 693,112  

Total Other Rocket Companies net revenue(5)

  $ 225,783   $ 225,783   $ 125,103   $ 689,490   $ 689,490   $ 558,534   $ 577,640  

(1)
We define "Adjusted Revenue" as total revenues net of the change in fair value of mortgage servicing rights ("MSRs") due to valuation assumptions. We define "Adjusted Net Income" as tax-effected earnings before stock-based compensation expense and the change in fair value of MSRs due to valuation assumptions, and the tax effects of those adjustments. We define "Adjusted EBITDA" as earnings before interest and amortization expense on non-funding debt, income tax, and depreciation and amortization, net of the change in fair value of MSRs due to valuation assumptions and stock-based compensation expense. We exclude from each of these non-GAAP revenues the change in fair value of MSRs due to valuation assumptions as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, which is not indicative of our performance or results of operation. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of "interest income, net", as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest and amortization expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.


For a more specific and thorough discussion on Adjusted Revenue, Adjusted Net Income and Adjusted EBITDA, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

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The following table presents a reconciliation of Adjusted Revenue to total revenue, net.
 
  Pro Forma
Three
Months
Ended
March 31,
2020
   
   
   
   
   
   
 
 
  Three Months
Ended March 31,
   
   
   
   
 
 
  Pro Forma
Year Ended
December 31,
2019
  Year Ended December 31,  
Reconciliation of Adjusted Revenue to Total Revenue, net
($ in thousands)
  2020   2019   2019   2018   2017  

Total revenue, net

  $ 1,366,835   $ 1,366,835   $ 631,772   $ 5,119,899   $ 5,119,899   $ 4,209,549   $ 4,149,882  

Change in fair value of MSRs due to valuation assumptions(a)

    743,327     743,327     320,979     789,901     789,901     (326,637 )   81,337  

Adjusted Revenue

  $ 2,110,162   $ 2,110,162   $ 952,751   $ 5,909,800   $ 5,909,800   $ 3,882,912   $ 4,231,219  

(a)
Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates.

    The following table presents a reconciliation of Adjusted Net Income to net income attributable to Rocket Companies.

 
  Pro Forma
Three
Months
Ended
March 31,
2020
   
   
   
   
   
   
 
 
  Three Months
Ended March 31,
   
   
   
   
 
 
  Pro Forma
Year Ended
December 31,
2019
  Year Ended December 31,  
Reconciliation of Adjusted Net Income to Net Income Attributable to Rocket Companies
($ in thousands)
  2020   2019   2019   2018   2017  

Net income (loss) attributable to Rocket Companies

  $ 2,193   $ 97,721   $ (299,018 ) $ 28,029   $ 893,754   $ 612,889   $ 770,701  

Net income impact from pro forma conversion of Class D common shares to Class A common shares(a)

    41,142             525,906              

Adjustment to the (provision for) benefit from income tax(b)

        (23,652 )   73,311         (216,881 )   (147,855 )   (289,172 )

Tax-effected net income (loss)(b)

  $ 43,335   $ 74,069   $ (225,707 ) $ 553,935   $ 676,873   $ 465,034   $ 481,529  

Non-cash stock compensation expense

    69,912     29,058     8,506     203,119     39,703     33,636     32,898  

Change in fair value of MSRs due to valuation assumptions(c)

    743,327     743,327     320,979     789,901     789,901     (326,637 )   81,337  

Tax impact of adjustments(d)

    (201,439 )   (191,319 )   (81,613 )   (245,971 )   (205,493 )   71,639     (42,975 )

Adjusted Net Income

  $ 655,135   $ 655,135   $ 22,165   $ 1,300,984   $ 1,300,984   $ 243,672   $ 552,789  

(a)
Reflects net income to Class A common stock from pro forma exchange of all of the Holding Units and corresponding shares of our Class D common shares held by RHI and Dan Gilbert immediately prior to this offering.

(b)
The Issuer will be subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect to its allocable share of any net taxable income of Holdings. The adjustment to the provision for income tax reflects the effective tax rates below, assuming the Issuer owns 100% of the Holdings Units.
 
  March 31,   December 31,  
 
  2020   2019   2019   2018   2017  

Statutory U.S. Federal Income Tax Rate

    21.00 %   21.00 %   21.0 %   21.0 %   35.0 %

Canadian taxes

    0.01 %   0.01 %   0.01 %   0.01 %   0.01 %

State and Local Income Taxes (net of federal benefit)

    3.76 %   3.76 %   3.76 %   3.44 %   2.61 %

Effective Income Tax Rate

    24.77 %   24.77 %   24.77 %   24.45 %   37.62 %
(c)
Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates.

(d)
Tax impact of adjustments gives effect to the income tax related to non-cash stock compensation expense and change in fair value of MSRs due to valuation assumptions at the above described effective tax rates for each year.

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    The following table presents a reconciliation of Adjusted EBITDA to net income.

 
  Pro Forma
Three
Months
Ended
March 31,
2020
   
   
   
   
   
   
   
   
 
 
  Three Months Ended March 31,    
   
   
   
   
   
 
 
  Pro Forma
Year Ended
December 31,
2019
  Year Ended December 31,  
Reconciliation of Adjusted EBITDA to Net Income
($ in thousands)
  2020   2019   2019   2018   2017   2016   2015  

Net income (loss)

  $ 56,440   $ 97,280   $ (299,345 ) $ 725,726   $ 892,387   $ 612,617   $ 770,709   $ 1,808,084   $ 1,275,071  

Interest and amortization expense on non-funding debt

    33,107     33,107     33,082     136,853     136,853     130,022     77,967     74,716     49,521  

Income tax provision (benefit)

    722     736     (1,004 )   9,229     5,984     2,643     1,228     10,104     (3,888 )

Depreciation and amortization

    16,115     16,115     18,105     74,952     74,952     76,917     68,813     61,935     50,969  

Non-cash stock compensation expense

    69,912     29,058     8,506     203,119     39,703     33,636     32,898     974     104,042  

Change in fair value of MSRs due to valuation assumptions(a)

    743,327     743,327     320,979     789,901     789,901     (326,637 )   81,337     (201,513 )   (35,495 )

Adjusted EBITDA

  $ 919,623   $ 919,623   $ 80,323   $ 1,939,780   $ 1,939,780   $ 529,198   $ 1,032,952   $ 1,754,300   $ 1,440,220  

(a)
Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates.
(2)
Rocket Mortgage origination volume, market share, and margins exclude all reverse mortgage activity.

(3)
Gain on sale margin is the gain on sale of loans, net divided by net rate lock volume for the period, excluding all reverse mortgage activity. Gain on sale of loans, net includes the net gain on sale of loans, fair value of originated MSRs and fair value adjustment on loans held for sale.

(4)
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 0.310% and 0.293% for the three months ended March 31, 2020 and 2019, respectively, and 0.307%, 0.283%, and 0.277% for the years ended December 31, 2019, 2018 and 2017, respectively. The vast majority of our portfolio consists of originated MSRs and consequently, purchased MSRs do not have a material impact on our weighted average service fee.

(5)
Net revenue presented above is calculated as gross revenues less intercompany revenue eliminations. A significant portion of the other Rocket Companies revenues is generated through intercompany transactions. These intercompany transactions take place with entities that are part of our ecosystem. Consequently, we view gross revenue of individual other Rocket Companies as a key performance indicator, and we consider net revenue of other Rocket Companies on a combined basis.

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RISK FACTORS

        Investing in our Class A common stock involves substantial risks. In addition to the other information in this prospectus, you should carefully consider the following factors before investing in our Class A common stock. Any of the risk factors we describe below could have a material adverse effect on our business, financial condition or results of operations. The market price of our Class A common stock could decline if one or more of these risks or uncertainties develop into actual events, causing you to lose all or part of your investment. While we believe these risks and uncertainties are especially important for you to consider, we may face other risks and uncertainties that could have a material adverse effect on our business. Certain statements contained in the risk factors described below are forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" for more information.


Risks Related to Our Business

The COVID-19 pandemic poses unique challenges to our business and the effects of the pandemic could adversely impact our ability to originate mortgages, our servicing operations, our liquidity and our employees.

        The COVID-19 pandemic has had, and continues to have, a significant impact on the national economy and the communities in which we operate. While the pandemic's effect on the macroeconomic environment has yet to be fully determined and could continue for months or years, we expect that the pandemic and governmental programs created as a response to the pandemic, will affect the core aspects of our business, including the origination of mortgages, our servicing operations, our liquidity and our employees. Such effects, if they continue for a prolonged period, may have a material adverse effect on our business and results of operation.

        We expect that the COVID-19 pandemic may impact our origination of mortgages. In response to the pandemic, many state and local governments have issued shelter-in-place orders. The scope of the orders varies by locality, and the duration of these orders is currently unknown. While the origination of a mortgage is permitted under most shelter-in-place orders as an essential service, the restrictions have slowed our business operations that depend on third parties such as appraisers, closing agents and others for loan related verifications. Additionally, home sales have slowed, and future growth is uncertain. If the COVID-19 pandemic leads to a prolonged economic downturn with sustained high unemployment rates, we anticipate that real estate transactions will continue to decrease. Any such slowdown may materially decrease the number and volume of mortgages we originate.

        The COVID-19 pandemic is also affecting our servicing operations. As part of the federal response to the COVID-19 pandemic, the CARES Act allows borrowers to request a mortgage forbearance. Nevertheless, servicers of mortgage loans are contractually bound to advance monthly payments to investors, insurers and taxing authorities regardless of whether the borrower actually makes those payments. We expect, however, that such payments may continue to increase throughout the duration of the pandemic. While Fannie Mae and Freddie Mac recently issued guidance limiting the number of payments a servicer must advance in the case of a forbearance, we expect that a borrower who has experienced a loss of employment or a reduction of income may not repay the forborne payments at the end of the forbearance period. Additionally, we are prohibited from collecting certain servicing related fees, such as late fees, and initiating foreclosure proceedings. We have so far successfully utilized prepayments and mortgage payoffs from other clients to fund principal and interest advances relating to forborne loans, and have not advanced any principal or interest associated with forbearances. But, there is no assurance that we will be successful in doing so in the coming months and we will ultimately have to replace such funds to make payments in respect of such prepayments and mortgage payoffs. As a result, we may have to

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use our cash, including borrowings under our debt agreements, to make the payments required under our servicing operation.

        Our liquidity may be affected by the COVID-19 pandemic. We fund substantially all of the mortgage loans we close through borrowings under our loan funding facilities. Given the broad impact of COVID-19 on the financial markets, our future ability to borrow money to fund our current and future loan production is unknown. Our mortgage origination liquidity could also be affected as our lenders reassess their exposure to the mortgage origination industry and either curtail access to uncommitted mortgage warehouse financing capacity or impose higher costs to access such capacity. Our liquidity may be further constrained as there may be less demand by investors to acquire our mortgage loans in the secondary market. Even if such demand exists, we face a substantially higher repurchase risk as a result of the COVID-19 pandemic stemming from our clients inability to repay the underlying loans.

        We also expect that the COVID-19 pandemic may affect the productivity of our team members. As a result of the pandemic, in March, we transitioned to a remote working environment for over 98% of our team members. While our team members have transitioned well to working from home, over time such remote operations may decrease the cohesiveness of our teams and our ability to maintain our culture, both of which are integral to our success. Additionally, a remote working environment may impede our ability to undertake new business projects, to foster a creative environment, to hire new team members and to retain existing team members.

Technology disruptions or failures, including a failure in our operational or security systems or infrastructure, or those of third parties with whom we do business, could disrupt our business, cause legal or reputational harm and adversely impact our results of operations and financial condition.

        We 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 websites and computer/telecommunication networks must accommodate a high volume of traffic and deliver frequently updated information, the accuracy and timeliness of which is critical to our business. Our technology must be able to facilitate a loan application experience that equals or exceeds the experience provided by our competitors. We have or may in the future experience service disruptions and failures caused by system or software failure, fire, power loss, telecommunications failures, team member misconduct, human error, computer hackers, computer viruses and disabling devices, malicious or destructive code, denial of service or information, as well as natural disasters, health pandemics and other similar events and our disaster recovery planning may not be sufficient for all situations. This is especially applicable in the current response to the COVID-19 pandemic and the shift we have experienced in having most of our team members work from their homes for the time being, as our team members access our secure networks through their home networks. The implementation of technology changes and upgrades to maintain current and integrate new technology systems may also cause service interruptions. Any such disruption could 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.

        Additionally, the technology and other controls and processes we have created to help us identify misrepresented information in our loan origination operations were designed to obtain reasonable, not absolute, assurance that such information is identified and addressed appropriately. Accordingly, such controls may not have detected, and may fail in the future to detect, all misrepresented information in our loan origination operations. If our operations are disrupted or otherwise negatively affected by a technology disruption or failure, this could result in client dissatisfaction and damage to our reputation and brand, and material adverse impacts on our business. We do not carry business interruption insurance sufficient to compensate us for all losses

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that may result from interruptions in our service as a result of systems disruptions, failures and similar events.

The success and growth of our business will depend upon our ability to adapt to and implement technological changes.

        We operate in an industry experiencing rapid technological change and frequent product introductions. We rely on our proprietary technology to make our platform available to clients, evaluate loan applicants and service loans. In addition, we may increasingly rely on technological innovation as we introduce new products, expand our current products into new markets and continue to streamline various loan-related and lending processes. The process of developing new technologies and products is complex, and if we are unable to successfully innovate and continue to deliver a superior client experience, the demand for our products and services may decrease and our growth and operations may be harmed.

        The origination process is increasingly dependent on technology, and our business relies on our continued ability to process loan applications over the internet, accept electronic signatures, provide instant process status updates and other client- and loan applicant-expected conveniences. Maintaining and improving this technology will require significant capital expenditures.

        Our dedication to incorporating technological advancements into our loan origination and servicing platforms requires significant financial and personnel resources. To the extent we are dependent on any particular technology or technological solution, 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. Additionally, new technologies and technological solutions are continually being released. As such, it is difficult to predict the problems we may encounter in improving our websites' and other technologies' functionality.

        To operate our websites and apps, and provide our loan products and services, we use software packages from a variety of third parties, which are customized and integrated with code that we have developed ourselves. We rely on third-party software products and services related to automated underwriting functions, loan document production and loan servicing. If we are unable to integrate this software in a fully functional manner, we may experience increased costs and difficulties that could delay or prevent the successful development, introduction or marketing of new products and services.

        There is no assurance that we will be able to successfully adopt new technology as critical systems and applications become obsolete and better ones become available. Additionally, if we fail to develop our websites and other technologies to respond to technological developments and changing client and loan applicant needs in a cost-effective manner, or fail to acquire, integrate or interface with third-party technologies effectively, we may experience disruptions in our operations, lose market share or incur substantial costs.

We are reliant on internet search engines and app market places to connect with consumers, and limitations on our ability to obtain new clients through those channels could adversely affect our business.

        We rely on our ability to attract online consumers to our websites and web-centers and convert them into loan applicants and clients in a cost-effective manner. We depend, in part, on search engines and other online sources for our website traffic. We are included in search results as a

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result of both paid search listings, where we purchase specific search terms that will result in the inclusion of our listing, and unpaid or algorithmic searches, which depend upon the searchable content on our sites. We devote significant time and resources to digital marketing initiatives, such as search engine optimization, to improve our search result rankings and increase visits to our sites. These marketing efforts may prove unsuccessful due to a variety of factors, including increased costs to use online advertising platforms, ineffective campaigns and increased competition, as well as certain factors not within our control, such as a change to the search engine ranking algorithm.

        Our internet marketing efforts depend on data signals from user activity on websites and services that we do not control, and changes to the regulatory environment (including the California Consumer Protection Act), third-party mobile operating systems and browsers have impacted, and will continue to impact, the availability of such signals, which may adversely affect our digital marketing efforts. In particular, mobile operating system and browser providers, such as Apple and Google, have announced product changes as well as future plans to limit the ability of application developers to use these signals to target and measure advertising on their platforms. These developments have previously limited and are expected to limit our ability to target our marketing efforts, and any additional loss of such signals in the future will adversely affect our targeting capabilities and our marketing efforts.

        We also rely on app marketplaces like Apple's App Store and Google Play to connect users with our apps. These marketplaces may change in a way that negatively affects the prominence of or ease with which users can access our apps. If one or more of the search engines, app marketplaces or other online sources were to change in a way that adversely impacted our ability to connect with consumers, our business could suffer.

Cyberattacks and other data and security breaches could result in serious harm to our reputation and adversely affect our business.

        We are dependent on information technology networks and systems, including the internet, 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 the public and non-public personal information of our team members, clients and loan applicants. Despite devoting significant time and resources to ensure the integrity of our information technology systems, we have not always been able to, and may not be able to in the future, anticipate or implement effective preventive measures against all security breaches or unauthorized access of our information technology systems or the information technology systems of third-party vendors that receive, process, retain and transmit electronic information on our behalf.

        Security breaches, acts of vandalism, natural disasters, fire, power loss, telecommunication failures, team member misconduct, human error and developments in computer intrusion capabilities could result in a compromise or breach of the technology that we or our third-party vendors use to collect, process, retain, transmit and protect the personal information and transaction data of our team members, clients and loan applicants. Similar events outside of our control can also affect the demands we and our vendors may make to respond to any security breaches or similar disruptive events. We invest in industry-standard security technology designed to protect our data and business processes against risk of a data security breach and cyberattack. Our data security management program includes identity, trust, vulnerability and threat management business processes as well as the adoption of standard data protection policies. We measure our data security effectiveness through industry-accepted methods and remediate significant findings. The technology and other controls and processes designed to secure our team member, client and loan applicant 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

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always detected, and may in the future fail to prevent or detect, unauthorized access to our team member, client and loan applicant information.

        The techniques used to obtain unauthorized, improper or illegal access to our systems and those of our third-party vendors, our data, our team members', clients' and loan applicants' data or to disable, degrade or sabotage service are constantly evolving, and have become increasingly complex and sophisticated. Furthermore, such techniques change frequently and are often not recognized or detected until after they have been launched, and therefore, we may be unable to anticipate these techniques and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience. Security attacks can originate from a wide variety of sources, including third parties such as computer hackers, persons involved with organized crime or associated with external service providers, or foreign state or foreign state-supported actors. Those parties may also attempt to fraudulently induce team members, clients and loan applicants or other users of our systems to disclose sensitive information in order to gain access to our data or that of our team members, clients and loan applicants.

        Cybersecurity risks for lenders have significantly increased in recent years, in part, because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of computer hackers, organized crime, terrorists, and other external parties, including foreign state actors. We, our clients and loan applicants, regulators and other third parties have been subject to, and are likely to continue to be the target of, cyberattacks. These cyberattacks could include computer viruses, malicious or destructive code, phishing attacks, denial of service or information, improper access by team members or third-party vendors or other security breaches that have or could in the future result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our team members, our clients and loan applicants or of third parties, or otherwise materially disrupt our or our clients' and loan applicants' or other third parties' network access or business operations.

        Additionally, cyberattacks on local and state government databases and offices, including the rising trend of ransomware attacks, expose us to the risk of losing access to critical data and the ability to provide services to our clients. These attacks can cause havoc and have at times led title insurance underwriters to prohibit us from issuing policies, and to suspend closings, on properties located in the affected counties or states.

        Any penetration of our or our third-party vendors' information technology systems, network security, mobile devices or other misappropriation or misuse of personal information of our team members, clients or loan applicants, including wire fraud, phishing attacks and business e-mail compromise, could cause interruptions in the operations of our businesses, financial loss to our clients or loan applicants, damage to our computers or operating systems and to those of our clients, loan applicants and counterparties, and subject us to increased costs, litigation, disputes, damages, and other liabilities. In addition, the foregoing events could result in violations of applicable privacy and other laws. If this information is inappropriately accessed and used by a third party or a team member for illegal purposes, such as identity theft, we may be responsible to the affected individuals for any losses they may have incurred as a result 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 our team members', clients' and loan applicants' information. 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.

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        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. These risks may increase in the future as we continue to increase our reliance on the internet and use of web-based product offerings and on the use of cybersecurity.

We may not be able to make technological improvements as quickly as demanded by our clients, which could harm our ability to attract clients and adversely affect our results of operations, financial condition and liquidity.

        The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial and lending institutions to better serve clients and reduce costs. Our future success will depend, in part, upon our ability to address the needs of our clients by using technology, such as mobile and online services, to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations. We may not be able to effectively implement new technology-driven products and services as quickly as competitors or be successful in marketing these products and services to our clients. Failure to successfully keep pace with technological change affecting the financial services industry could harm our ability to attract clients and adversely affect our results of operations, financial condition and liquidity.

Our products use software, hardware and services that may be difficult to replace or cause errors or failures of our products that could adversely affect our business.

        In addition to our proprietary software, we license third-party software, utilize third-party hardware and depend on services from various third parties for use in our products. In the future, this software or these services may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of the software or services could result in decreased functionality of our products until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated, which could adversely affect our business. In addition, any errors or defects in or failures of the software or services we rely on, whether maintained by us or by third parties, could result in errors or defects in our products or cause our products to fail, which could adversely affect our business and be costly to correct. Many of our third-party providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our clients or to other third parties that could harm our reputation and increase our operating costs. We will need to maintain our relationships with third-party software and service providers and to obtain software and services from such providers that do not contain any errors or defects. Any failure to do so could adversely affect our ability to deliver effective products to our clients and loan applicants and adversely affect our business.

Some aspects of our platform include open source software, and any failure to comply with the terms of one or more of these open source licenses could adversely affect our business.

        Aspects of our platform incorporate software covered by open source licenses, which may include, by way of example, the GNU General Public License and the Apache License. The terms of various open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that limits our use of the software, inhibits certain aspects of the platform or otherwise adversely affects our business operations. We may also face claims from others claiming ownership of, or seeking to enforce the terms of, an open source license,

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including by demanding release of the open source software, derivative works or our proprietary source code that was developed using such software. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which could adversely affect our business.

        Some open source licenses subject licensees to certain conditions, including requiring licensees to make available source code for modifications or derivative works created based upon the type of open source software used for no or reduced cost, or to license the products that use open source software under terms that allow reverse engineering, reverse assembly or disassembly. If portions of our proprietary software are determined to be subject to an open source license, or if the license terms for the open source software that we incorporate change, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our platform or otherwise change our business activities, each of which could reduce or eliminate the value of our platform and products and services. In addition to risks related to license requirements, the use of open source software can lead to greater risks than the use of third-party commercial software because open source licensors generally make their open source software available "as-is" and do not provide indemnities, warranties or controls on the origin of the software. Many of the risks associated with the use of open source software cannot be eliminated, and could adversely affect our business.

We could be adversely affected if we inadequately obtain, maintain, protect and enforce our intellectual property and proprietary rights and may encounter disputes from time to time relating to our use of the intellectual property of third parties.

        Trademarks and other intellectual property and proprietary rights are important to our success and our competitive position. We rely on a combination of trademarks, service marks, copyrights, patents, trade secrets and domain names, as well as confidentiality procedures and contractual provisions to protect our intellectual property and proprietary rights. Despite these measures, third parties may attempt to disclose, obtain, copy or use intellectual property rights owned or licensed by us and these measures may not prevent misappropriation, infringement, reverse engineering or other violation of intellectual property or proprietary rights owned or licensed by us, particularly in foreign countries where laws or enforcement practices may not protect our proprietary rights as fully as in the United States. Furthermore, confidentiality procedures and contractual provisions can be difficult to enforce and, even if successfully enforced, may not be entirely effective. In addition, we cannot guarantee that we have entered into confidentiality agreements with all team members, partners, independent contractors or consultants that have or may have had access to our trade secrets and other proprietary information. Any issued or registered intellectual property rights owned by or licensed to us may be challenged, invalidated, held unenforceable or circumvented in litigation or other proceedings, including re-examination, inter partes review, post-grant review, interference and derivation proceedings and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings), and such intellectual property rights may be lost or no longer provide us meaningful competitive advantages. Third parties may also independently develop products, services and technology similar to or duplicative of our products and services.

        In order to protect our intellectual property rights, we may be required to spend significant resources. Litigation brought to protect and enforce our intellectual property rights could be costly, time consuming and could result in the diversion of time and attention of our management team and could result in the impairment or loss of portions of our intellectual property. Furthermore, attempts to enforce our intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against us, or result in a holding that invalidates or narrows the scope of our rights, in whole or in part. Our failure to secure, maintain,

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protect and enforce our intellectual property rights could adversely affect our brands and adversely impact our business.

        Our success and ability to compete also depends in part on our ability to operate without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties. We have encountered, and may in the future encounter, disputes from time to time concerning intellectual property rights of others, including our competitors, and we may not prevail in these disputes. Third parties may raise claims against us alleging an infringement, misappropriation or other violation of their intellectual property rights, including trademarks, copyrights, patents, trade secrets or other intellectual property or proprietary rights. Some third-party intellectual property rights may be extremely broad, and it may not be possible for us to conduct our operations in such a way as to avoid all alleged infringements, misappropriations or other violations of such intellectual property rights. In addition, former employers of our current, former or future team members may assert claims that such team members have improperly disclosed to us the confidential or proprietary information of these former employers. The resolution of any such disputes or litigations is difficult to predict. Future litigation may also involve non-practicing entities or other intellectual property owners who have no relevant product offerings or revenue and against whom our ownership of intellectual property may therefore provide little or no deterrence or protection. An assertion of an intellectual property infringement, misappropriation or other violation claim against us may result in adverse judgments, settlement on unfavorable terms or cause us to spend significant amounts to defend the claim, even if we ultimately prevail and we may have to pay significant money damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other intellectual property (temporarily or permanently), cease offering certain products or services, or incur significant license, royalty or technology development expenses. Even in instances where we believe that claims and allegations of intellectual property infringement, misappropriation or other violation against us are without merit, defending against such claims could be costly, time consuming and could result in the diversion of time and attention of our management team. In addition, although in some cases a third party may have agreed to indemnify us for such infringement, misappropriation or other violation, such indemnifying party may refuse or be unable to uphold its contractual obligations. In other cases, our insurance may not cover potential claims of this type adequately or at all, and we may be required to pay monetary damages, which may be significant.

Our subsidiary, Quicken Loans, is party to a license agreement with Intuit, Inc. governing the use of the "Quicken Loans" name and trademark that may be terminated if Quicken Loans commits a material breach of its obligations thereunder, undergoes certain changes of control or in certain instances of wrongdoing or alleged wrongdoing.

        Quicken Loans licenses the "Quicken Loans" name and trademark from Intuit, Inc. ("Intuit") on an exclusive, royalty-bearing basis for use in connection with our business in the United States. Although the license is perpetual, Intuit may terminate the license agreement under various circumstances, including, among other things, if Quicken Loans commits a material breach of its obligations thereunder, undergoes certain changes of control, or in certain instances where wrongdoing or alleged wrongdoing by Quicken Loans or any controlling person could have a material adverse effect on Intuit. Termination of the license agreement would preclude us from using the "Quicken Loans" name and trademark, and the transition to a different brand (whether new or existing in our portfolio) would be time consuming and expensive. Any improper use of the "Quicken Loans" name or trademark by us, Intuit or any other third parties could adversely affect our business. We have entered into an agreement with Intuit that, among other things, gives Quicken Loans full ownership of the "Quicken Loans" brand in 2022 in exchange for certain agreements, subject to the satisfaction of certain conditions.

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Our loan origination and servicing revenues are highly dependent on macroeconomic and U.S. residential real estate market conditions.

        Our success depends largely on the health of the U.S. residential real estate industry, which is seasonal, cyclical, and affected by changes in general economic conditions beyond our control. Economic factors such as increased interest rates, slow economic growth or recessionary conditions, the pace of home price appreciation or the lack of it, changes in household debt levels, and increased unemployment or stagnant or declining wages affect our clients' income and thus their ability and willingness to make loan payments. National or global events including, but not limited to the COVID-19 pandemic, affect all such macroeconomic conditions. Weak or a significant deterioration in economic conditions reduce the amount of disposable income consumers have, which in turn reduces consumer spending and the willingness of qualified potential clients to take out loans. As a result, such economic factors affect loan origination volume.

        Additional macroeconomic factors including, but not limited to, rising government debt levels, the withdrawal or augmentation of government interventions into the financial markets, changing U.S. consumer spending patterns, changing expectations for inflation and deflation, and weak credit markets may create low consumer confidence in the U.S. economy or the U.S. residential real estate industry. Excessive home building or historically high foreclosure rates resulting in an oversupply of housing in a particular area may also increase the amount of losses incurred on defaulted mortgage loans. In addition, the United States has imposed tariffs on certain imports from certain foreign countries and it is possible that the United States may impose additional or increase such tariffs in the future, having the effect of, among other things, raising prices to consumers, potentially eliciting reciprocal tariffs, and slowing the global economy.

        Recently, financial markets have experienced significant volatility as a result of the effects of the COVID-19 pandemic. Many state and local jurisdictions have enacted measures requiring closure of businesses and other economically restrictive efforts to combat the COVID-19 pandemic. Unemployment levels have increased significantly and may remain at elevated levels or continue to rise. There may be a significant increase in the rate and number of mortgage payment delinquencies, and house sales, home prices, and multifamily fundamentals may be adversely affected, leading to an overall material adverse decrease on our mortgage origination activities. See "—The COVID-19 pandemic poses unique challenges to our business and the effects of the pandemic could adversely impact our ability to originate mortgages, our servicing operations, our liquidity and our employees".

        Furthermore, several state and local governments in the United States are experiencing, and may continue to experience, budgetary strain, which will be exacerbated by the impact of COVID-19. One or more states or significant local governments could default on their debt or seek relief from their debt under the U.S. bankruptcy code or by agreement with their creditors. Any or all of the circumstances described above may lead to further volatility in or disruption of the credit markets at any time and adversely affect our financial condition.

        Any uncertainty or deterioration in market conditions, including changes caused by COVID-19, that leads to a decrease in loan originations will result in lower revenue on loans sold into the secondary market. Lower loan origination volumes generally place downward pressure on margins, thus compounding the effect of the deteriorating market conditions. Such events could be detrimental to our business. Moreover, any deterioration in market conditions that leads to an increase in loan delinquencies will result in lower revenue for loans we service for the GSEs and Ginnie Mae because we collect servicing fees from them only for performing loans. While increased delinquencies generate higher ancillary revenues, including late fees, these fees are likely unrecoverable when the related loan is liquidated. Additionally, it is not clear if we will be able to

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collect such ancillary fees for delinquencies relating to the COVID-19 pandemic as the federal and state legislation and regulations responding to the COVID-19 pandemic continue to evolve.

        Increased delinquencies may also increase the cost of servicing the loans. The decreased cash flow from lower servicing fees could decrease the estimated value of our MSRs, resulting in recognition of losses when we write down those values. In addition, an increase in delinquencies lowers the interest income we receive on cash held in collection and other accounts and increases our obligation to advance certain principal, interest, tax and insurance obligations owed by the delinquent mortgage loan borrower. An increase in delinquencies could therefore be detrimental to our business. We anticipate that the effects of the COVID-19 pandemic will have such effects on our servicing business, see "—The COVID-19 pandemic poses unique challenges to our business and the effects of the pandemic could adversely impact our ability to originate mortgages, our servicing operations, our liquidity and our employees".

        Additionally, origination of loans can be seasonal. Historically, our loan origination has increased activity in the second and third quarters and reduced activity in the first and fourth quarters as home buyers tend to purchase their homes during the spring and summer in order to move to a new home before the start of the school year. As a result, our loan origination revenues varies from quarter to quarter. However, this historical pattern may be disrupted for the foreseeable future as a result of the shelter-in-place and similar protective orders that have been issued in response to the pandemic.

        Any of the circumstances described above, alone or in combination, may lead to volatility in or disruption of the credit markets at any time and have a detrimental effect on our business.

Our business is significantly impacted by interest rates. Changes in prevailing interest rates or U.S. monetary policies that affect interest rates may have a detrimental effect on our business.

        Our financial performance is directly affected by changes in prevailing interest rates. Our financial performance may decrease or be subject to substantial volatility because of changes in prevailing interest rates. Due to the unprecedented events surrounding the COVID-19 pandemic along with the associated severe market dislocation, there is an increased degree of uncertainty and unpredictability concerning current interest rates, future interest rates and potential negative interest rates.

        With regard to the portion of our business that is centered on refinancing existing mortgages, we generally note that the refinance market experiences more significant fluctuations than the purchase market as a result of interest rate changes. Long-term residential mortgage interest rates have been at or near record lows for an extended period, but they may increase in the future. As interest rates rise, refinancing generally becomes a smaller portion of the market as fewer consumers are interested in refinancing their mortgages. With regard to our purchase mortgage loan business, higher interest rates may also reduce demand for purchase mortgages as home ownership becomes more expensive. This could adversely affect our revenues or require us to increase marketing expenditures in an attempt to increase or maintain our volume of mortgages. Decreases in interest rates can also adversely affect our financial condition, the value of our MSR portfolio, and the results of operations. With sustained low interest rates, as we have been experiencing, refinancing transactions decline over time, as many clients and potential clients have already taken advantage of the low interest rates.

        Changes in interest rates are also a key driver of the performance of our servicing business, particularly because our portfolio is composed primarily of MSRs related to high-quality loans, the values of which are highly sensitive to changes in interest rates. Historically, the value of MSRs has increased when interest rates rise as higher interest rates lead to decreased prepayment rates, and

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has decreased when interest rates decline as lower interest rates lead to increased prepayment rates. As a result, decreases in interest rates could have a detrimental effect on our business.

        Borrowings under some of our finance and warehouse facilities are at variable rates of interest, which also expose us to interest rate risk. If interest rates increase, our debt service obligations on certain of our variable-rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. We currently have entered into, and in the future we may continue to enter into, interest rate swaps that involve the exchange of floating for fixed-rate interest payments to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable-rate indebtedness, and any such swaps may not fully mitigate our interest rate risk, may prove disadvantageous, or may create additional risks.

        In addition, our business is materially affected by the monetary policies of the U.S. government and its agencies. We are particularly affected by the policies of the U.S. Federal Reserve, which influence interest rates and impact the size of the loan origination market. In 2017, the U.S. Federal Reserve ended its quantitative easing program and started its balance sheet reduction plan. The U.S. Federal Reserve's balance sheet consists of U.S. Treasuries and MBS issued by Fannie Mae, Freddie Mac and Ginnie Mae. To shrink its balance sheet prior to the COVID-19 pandemic, the U.S. Federal Reserve had slowed the pace of MBS purchases to a point at which natural runoff exceeded new purchases, resulting in a net reduction. Recently, in response to the COVID-19 pandemic, state and federal authorities have taken several actions to provide relief to those negatively affected by COVID-19, such as the CARES Act and the Federal Reserve's support of the financial markets. In particular, U.S. Federal Reserve announced programs to increase its purchase of certain MBS products in response to the COVID-19 pandemic's effect on the U.S. economy, and the market for MBS in particular. The results of this recent policy change by the U.S. Federal Reserve are unknown at this time, as is its duration, but could affect the liquidity of MBS in the future.

Our risk management efforts may not be effective.

        We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk, and other market-related risks, as well as operational and legal risks related to our business, assets, and liabilities. We also are subject to various laws, regulations and rules that are not industry specific, including employment laws related to employee hiring and termination practices, health and safety laws, environmental laws and other federal, state and local laws, regulations and rules in the jurisdictions in which we operate. Our risk management policies, procedures, and techniques may not be sufficient to identify all of the risks to which we are exposed, mitigate the risks we have identified, or identify additional risks to which we may become subject in the future. Expansion of our business activities may also result in our being exposed to risks to which we have not previously been exposed or may increase our exposure to certain types of risks, and we may not effectively identify, manage, monitor, and mitigate these risks as our business activities change or increase.

Employment litigation and related unfavorable publicity could negatively affect our future business.

        Team members and former team members may, from time to time, bring lawsuits against us regarding injury, creation of a hostile workplace, discrimination, wage and hour, employee benefits, sexual harassment and other employment issues. In recent years there has been an increase in the number of discrimination and harassment claims against employers generally. Coupled with the expansion of social media platforms and similar devices that allow individuals access to a broad audience, these claims have had a significant negative impact on some businesses. Companies that

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have faced employment or harassment related lawsuits have had to terminate management or other key personnel and have suffered reputational harm that has negatively impacted their businesses. If we experience significant incidents involving employment or harassment related claims, we could face substantial out-of-pocket losses, fines or negative publicity. In addition, such claims may give rise to litigation, which may be time consuming, distracting to our management team and costly.

We may not be able to hire, train and retain qualified personnel to support our growth, and difficulties with hiring, employee training and other labor issues could adversely affect our ability to implement our business objectives and disrupt our operations.

        Our operations depend on the work of our approximately 20,000 team members. Our future success will depend on our ability to continue to hire, integrate, develop and retain highly-qualified personnel for all areas of our organization. Any talent acquisition and retention challenges could reduce our operating efficiency, increase our costs of operations and harm our overall financial condition. We could face these challenges if competition for qualified personnel intensifies or the pool of qualified candidates becomes more limited. Additionally, we invest heavily in training our team members, which increases their value to competitors who may seek to recruit them. The inability to attract or retain qualified personnel could have a detrimental effect on our business.

Loss of our key management could result in a material adverse effect on our business.

        Our future success depends to a significant extent on the continued services of our senior management, including Jay Farner, our Chief Executive Officer, Bob Walters, our President and Chief Operating Officer, Julie Booth, our Chief Financial Officer and Angelo Vitale, our General Counsel and Secretary. The experience of our senior management is a valuable asset to us and would be difficult to replace. We do not maintain "key person" life insurance for, or employment contracts with, any of our personnel. The loss of the services of our Chief Executive Officer, our President or our Chief Financial Officer or other members of senior management could disrupt and have a detrimental effect on our business.

If we cannot maintain our corporate culture, we could lose the innovation, collaboration and focus on the mission that contribute to our business.

        We believe that a critical component of our success is our corporate culture and our deep commitment to our mission. We believe this mission-based culture fosters innovation, encourages teamwork and cultivates creativity. Our mission defines our business philosophy as well as the emphasis that we place on our clients, our people and our culture and is consistently reinforced to and by our team members. As we develop the infrastructure of a public company and continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture and our long-term mission. Any failure to preserve our culture, including a failure due to the growth from becoming a public company, could negatively impact our future success, including our ability to attract and retain team members, encourage innovation and teamwork, and effectively focus on and pursue our mission and corporate objectives.

Acquisitions and strategic alliances could distract management and expose us to financial, execution and operational risks that could have a detrimental effect on our business.

        We may acquire or make investments in complementary or what we view as strategic businesses, technologies, services or products. The risks associated with acquisitions include, without limitation, difficulty assimilating and integrating the acquired company's personnel, operations, technology, services, products and software, the inability to retain key team members, the disruption of our ongoing business and increases in our expenses, and the diversion of management's attention from core business concerns. Through acquisitions, we may enter into business lines in which we have not previously operated, which would require additional integration and be even more distracting for management.

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        The businesses and assets we acquire through acquisitions might not perform at levels we expect and we may not be able to achieve the anticipated synergies. We may find that we overpaid for the acquired business or assets or that the economic conditions underlying our acquisition decision have changed. It may also take time to fully integrate newly-acquired businesses and assets into our business, during which time our business could suffer from inefficiency.

        Furthermore, we may incur additional indebtedness to pay for acquisitions, thereby increasing our leverage and diminishing our liquidity.

We are, and intend to continue, developing new products and services, and our failure to accurately predict their demand or growth could have an adverse effect on our business.

        We are, and intend in the future to continue, investing significant resources in developing new tools, features, services, products and other offerings. New initiatives are inherently risky, as each involves unproven business strategies and new products and services with which we have limited or no prior development or operating experience. Risks from our innovative initiatives include those associated with potential defects in the design and development of the technologies used to automate processes, misapplication of technologies, the reliance on data that may prove inadequate, and failure to meet client expectations, among others. As a result of these risks, we could experience increased claims, reputational damage or other adverse effects, which could be material. Additionally, we can provide no assurance that we will be able to develop, commercially market and achieve acceptance of our new products and services. In addition, our investment of resources to develop new products and services may either be insufficient or result in expenses that are excessive in light of revenue actually originated from these new products and services.

        The profile of potential clients using our new products and services may not be as attractive as the profile of the clients that we currently serve, which may lead to higher levels of delinquencies or defaults than we have historically experienced. Failure to accurately predict demand or growth with respect to our new products and services could have an adverse impact on our business, and there is always risk that these new products and services will be unprofitable, will increase our costs or will decrease our operating margins or take longer than anticipated to achieve target margins. Further, our development efforts with respect to these initiatives could distract management from current operations and could divert capital and other resources from our existing business. If we do not realize the expected benefits of our investments, our business may be harmed.

We are subject to various legal actions that if decided adversely, could be detrimental to our business.

        We operate in an industry that is highly sensitive to consumer protection, and we are subject to numerous local, state and federal laws that are continuously changing. Remediation for non-compliance with these laws can be costly and significant fines may be incurred. We are routinely involved in legal proceedings alleging improper lending, servicing or marketing practices, abusive loan terms and fees, disclosure violations, quiet title actions, improper foreclosure practices, violations of consumer protection, securities or other laws, breach of contract and other related matters. See "Business—Legal and Regulatory Proceedings." We will incur defense costs and other legal expenses in connection with these lawsuits. Additionally, the final resolution of these actions may be unfavorable to us, which could be detrimental to our business. In cases where the final resolution is favorable to us, we may still incur a significant amount of legal expenses. For example, although we were able to reach a resolution with the Department of Justice (the "DOJ") in 2019 for $25.5 million plus $7.0 million in accrued interest related to a claim by the DOJ that the Company violated the False Claims Act, 31 U.S.C. § 3729, we still incurred a substantial amount of expenses in connection therewith. In addition to the expense and burden incurred in defending any of these actions and any damages that we may incur, our management's efforts and attention may be

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diverted from the ordinary business operations in order to address these claims. Additionally, we may be deemed in default of our debt agreements if a judgment for money that exceeds specified thresholds is rendered against us and we fail to timely address such judgment.

Our Rocket Mortgage business relies on our loan funding facilities to fund mortgage loans and otherwise operate our business. If one or more of such facilities are terminated, we may be unable to find replacement financing at commercially favorable terms, or at all, which could be detrimental to our business.

        We fund substantially all of the mortgage loans we close through borrowings under our loan funding facilities and funds generated by our operations. Our borrowings are in turn generally repaid with the proceeds we receive from mortgage loan sales. We are currently, and may in the future continue to be, dependent upon a handful of lenders to provide the primary funding facilities for our loans. As of May 31, 2020, we had nine loan funding facilities which provide us with an aggregate maximum principal amount of $16.25 billion in loan origination availability, six of which allow drawings to fund loans at closing, and seven of which are with large global financial institutions. Included in those nine loan funding facilities are two loan funding facilities with GSEs. Additionally we are parties to an uncommitted agency MSR backed master repurchase agreement facility and a committed line of credit collateralized by GSE MSRs, each of which provides us access to up to $200.0 million of liquidity. As of May 31, 2020, we also had available to us $500.0 million of financing through a master repurchase agreement facility specialized for the early buy-out of certain mortgage loans in agency mortgage pools, and up to $175.0 million on an unsecured revolving line of credit with a national bank, and up to $1.0 billion on an unsecured line of credit, with Rock Holdings.

        Of the seven existing global bank loan funding facilities, three are 364-day facilities, with an aggregate of $3.5 billion scheduled to expire over staggered maturities throughout 2020. The other four of our existing global bank loan funding facilities provide financing for up to two or three years, with maturities staggered in 2021 and 2022. Approximately $11.9 billion of our mortgage loan funding facilities are uncommitted and can be terminated by the applicable lender at any time. Moreover, three of our loan funding facilities require that we have additional borrowing capacity so that each such facility does not represent more than a specified percentage of our total borrowing capacity. If we were unable to maintain the required ratio with availability under other facilities, our funding availability under those facilities could also be terminated.

        In the event that any of our loan funding facilities is terminated or is not renewed, or if the principal amount that may be drawn under our funding agreements that provide for immediate funding at closing were to significantly decrease, we may be unable to find replacement financing on commercially favorable terms, or at all, which could be detrimental to our business. Further, if we are unable to refinance or obtain additional funds for borrowing, our ability to maintain or grow our business could be limited.

        Our ability to refinance existing debt and borrow additional funds is affected by a variety of factors including:

    limitations imposed on us under the indenture governing our 5.250% Senior Notes due 2028, the indenture governing our 5.750% Senior Notes Due 2025 and other existing and future financing facilities that contain restrictive covenants and borrowing conditions that may limit our ability to raise additional debt;

    a decline in liquidity in the credit markets;

    prevailing interest rates;

    the financial strength of the lenders from whom we borrow;

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    the decision of lenders from whom we borrow to reduce their exposure to mortgage loans due to a change in such lenders' strategic plan, future lines of business or otherwise;

    the amount of eligible collateral pledged on advance facilities, which may be less than the borrowing capacity of the facility;

    the larger portion of our loan funding facilities that is uncommitted, versus committed;

    more stringent financial covenants in such refinanced facilities, which we may not be able to achieve; and

    accounting changes that impact calculations of covenants in our debt agreements.

        If the refinancing or borrowing guidelines become more stringent and such changes result in increased costs to comply or decreased mortgage origination volume, such changes could be detrimental to our business.

        Our loan funding facilities, MSR facilities and unsecured lines of credit contain covenants, including requirements to maintain a certain minimum tangible net worth, minimum liquidity, maximum total debt or liabilities to net worth ratio, pre-tax net income requirements, litigation judgment thresholds, and other customary debt covenants. A breach of the covenants can result in an event of default under these facilities and as such allow the lenders to pursue certain remedies. In addition, each of these facilities includes cross default or cross acceleration provisions that could result in most, if not all, facilities terminating if an event of default or acceleration of maturity occurs under any facility. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for more information about these and other financing arrangements. If we are unable to meet or maintain the necessary covenant requirements or satisfy, or obtain waivers for, the continuing covenants, we may lose the ability to borrow under all of our financing facilities, which could be detrimental to our business.

We may not be able to continue to grow our loan origination business or effectively manage significant increases in our loan production volume, both of which could negatively affect our reputation and business, financial condition and results of operations.

        Our mortgage loan origination business consists of providing purchase money loans to homebuyers and refinancing existing loans. The origination of purchase money mortgage loans is greatly influenced by traditional business clients in the home buying process such as realtors and builders. As a result, our ability to secure relationships with such traditional business clients will influence our ability to grow our loan origination business. Historically, our originations have been more heavily refinancings than the overall origination market, and accordingly if interest rates rise and the market shifts to purchase originations, our market share could be adversely affected if we are unable to increase our share of purchase originations. Our loan origination business also operates through third party mortgage professionals who do business with us on a best efforts basis, i.e., they 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. Accordingly, we may not be successful in maintaining our existing relationships or expanding our broker networks. Our production and consumer direct lending operations are also 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 or slow growth in the level of new home purchase activity can impact our ability to continue to grow our loan production volumes, and we may be forced to 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.

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        On the other hand, we may experience significant growth in our mortgage loan volume and MSRs. If we do not effectively manage our growth, the quality of our services could suffer, which could negatively affect our brand and operating results.

If the value of the collateral underlying certain of our loan funding facilities decreases, we could be required to satisfy a margin call, and an unanticipated margin call could have a material adverse effect on our liquidity.

        Certain of our loan funding, early buy-out facilities, and MSR-backed facilities are subject to margin calls based on the lender's opinion of the value of the loan collateral securing such financing and certain of our hedges related to newly originated mortgages are also subject to margin calls. A margin call would require us to repay a portion of the outstanding borrowings. A large, unanticipated margin call could have a material adverse effect on our liquidity. As a result of the change in the interest rate market due to COVID-19, we have faced some margin calls on hedges. To date these calls have not been material but if the interest rate market continues to be significantly impacted by COVID-19, we could face additional margin calls that could impact our liquidity.

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 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 FHA (as defined below), USDA, or 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 "Risk Factors—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."

        The gain recognized from sales in the secondary market represents a significant portion of our revenues and net earnings. A decrease in the prices paid to us upon sale of our loans could be detrimental to our business, as we are dependent on the cash generated from such sales to fund our future loan closings and repay borrowings under our loan funding facilities. If it is not possible or economical for us to complete the sale or securitization of certain of our loans held for sale, we may lack liquidity to continue to fund such loans and our revenues and margins on new loan originations could be materially and negatively impacted. The severity of the impact would be most significant to the extent we were unable to sell conforming home loans to the GSEs or securitize such loans pursuant to the GSEs and government agency-sponsored programs.

        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—including jumbo mortgage loans and home equity lines of credit—to reduce their demand for such products. These market shifts can be caused by factors outside of our control, including, but not limited to market shifts in response to the COVID-19 pandemic that affect investor appetite for such non-GSE products. To the extent that happens, we could need to reduce our origination volume. Delays in the sale of mortgage loans also increases our exposure to market risks, which could adversely affect our profitability on sales of loans. Any such delays or failure to sell loans could be detrimental to our business.

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A disruption in the secondary home loan market, including the MBS market, could have a detrimental effect on our business.

        Demand in the secondary market and our ability to complete the sale or securitization of our home loans depends on a number of factors, many of which are beyond our control, including general economic conditions, general conditions in the banking system, the willingness of lenders to provide funding for home loans, the willingness of investors to purchase home loans and MBS, and changes in regulatory requirements. Disruptions in the general MBS market may occur, including, but not limited to in response to the COVID-19 pandemic. Any significant disruption or period of illiquidity in the general MBS market could directly affect our liquidity because no existing alternative secondary market would likely be able to accommodate on a timely basis the volume of loans that we typically sell in any given period. Accordingly, if the MBS market experiences a period of illiquidity, we might be prevented from selling the loans that we produce into the secondary market in a timely manner or at favorable prices, which could be detrimental to our business.

Changes in the GSEs, FHA, VA, and USDA guidelines or GSE and Ginnie Mae guarantees could adversely affect our business.

        We are required to follow specific guidelines and eligibility standards that impact the way we service and originate GSE and U.S. government agency loans, including guidelines and standards with respect to:

    credit standards for mortgage loans;

    our staffing levels and other servicing practices;

    the servicing and ancillary fees that we may charge;

    our modification standards and procedures;

    the amount of reimbursable and non-reimbursable advances that we may make; and

    the types of loan products that are eligible for sale or securitization.

        These guidelines provide the GSEs and other government agencies with the ability to provide monetary incentives for loan servicers that perform well and to assess penalties for those that do not. At the direction of the Federal Housing Finance Agency ("FHFA"), Fannie Mae and Freddie Mac have aligned their guidelines for servicing delinquent mortgages, which could result in monetary incentives for servicers that perform well and to assess compensatory penalties against servicers in connection with the failure to meet specified timelines relating to delinquent loans and foreclosure proceedings, and other breaches of servicing obligations. We generally cannot negotiate these terms with the agencies and they are subject to change at any time without our specific consent. A significant change in these guidelines, that decreases the fees we charge or requires us to expend additional resources to provide mortgage services, could decrease our revenues or increase our costs.

        In addition, changes in the nature or extent of the guarantees provided by Fannie Mae, Freddie Mac, Ginnie Mae, the USDA or the VA, or the insurance provided by the FHA, or coverage provided by private mortgage insurers, could also have broad adverse market implications. Any future increases in guarantee fees or changes to their structure or increases in the premiums we are required to pay to the FHA or private mortgage insurers for insurance or to the VA or the USDA for guarantees could increase mortgage origination costs and insurance premiums for our clients. These industry changes could negatively affect demand for our mortgage services and consequently our origination volume, which could be detrimental to our business. We cannot predict whether the impact of any proposals to move Fannie Mae and Freddie Mac out of conservatorship would require them to increase their fees. For further discussion, see "Risk Factors—Our business is highly

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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."

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.

        We originate loans eligible for sale to Fannie Mae and Freddie Mac, and government insured or guaranteed loans, such as FHA, VA and USDA loans eligible for Ginnie Mae securities issuance.

        In 2008, FHFA placed Fannie Mae and Freddie Mac into conservatorship and, as their conservator, controls and directs their operations.

        There is significant uncertainty regarding the future of the GSEs, including with respect to how long they will continue to be in existence, the extent of their roles in the market and what forms they will have, and whether they will be government agencies, government-sponsored agencies or private for-profit entities. Since they have been placed into conservatorship, many legislative and administrative plans for GSE reform have been put forth, but all have been met with resistance from various constituencies.

        The Trump administration has made reforming Fannie Mae and Freddie Mac, including their relationship with the federal government, a priority. In September 2019, the U.S. Department of the Treasury released a proposal for reform, and, in October 2019, FHFA released a strategic plan regarding the conservatorships, which included a Scorecard that has preparing for exiting conservatorship as one of its key objectives. Among other things, the Treasury recommendations include recapitalizing the GSEs, increasing private-sector competition with the GSEs, replacing GSE statutory affordable housing goals, changing mortgage underwriting requirements for GSE guarantees, revising the Consumer Financial Protection Bureau's ("CFPB") qualified mortgage regulations (for further discussion of these regulations, see "—Risks Related to Regulatory Environment—The CFPB continues to be active in its monitoring of the loan origination and servicing sectors, and its recently issued rules increase our regulatory compliance burden and associated costs."), and continuing to support the market for 30-year fixed-rate mortgages. Some of Treasury's recommendations would require administrative action whereas others would require legislative action. It is uncertain whether these recommendations will be enacted. If these recommendations are enacted, the future roles of Fannie Mae and Freddie Mac could be reduced (perhaps significantly) and the nature of their guarantee obligations could be considerably limited relative to historical measurements. In addition, various other proposals to generally reform the U.S. housing finance market have been offered by members of the U.S. Congress, and certain of these proposals seek to significantly reduce or eliminate over time the role of the GSEs in purchasing and guaranteeing mortgage loans. Any such proposals, if enacted, may have broad adverse implications for the MBS market and our business. It is possible that the adoption of any such proposals might lead to higher fees being charged by the GSEs or lower prices on our sales of mortgage loans to them.

        The extent and timing of any regulatory reform regarding the GSEs and the U.S. housing finance market, as well as any effect on our business operations and financial results, are uncertain. It is not yet possible to determine whether such proposals will be enacted and, if so, when, what form any final legislation or policies might take or how proposals, legislation or policies may impact the MBS market and our business. Our inability to make the necessary adjustments to respond to these changing market conditions or loss of our approved seller/servicer status with the GSEs could have a material adverse effect on our mortgage origination operations and our mortgage servicing operations. If those agencies cease to exist, wind down, or otherwise significantly change their business operations or if we lost approvals with those agencies or our relationships with those agencies is otherwise adversely affected, we would seek alternative secondary market participants to

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acquire our mortgage loans at a volume sufficient to sustain our business. If such participants are not available on reasonably comparable economic terms, the above changes could have a material adverse effect on our ability to profitably sell loans we originate that are securitized through Fannie Mae, Freddie Mac or Ginnie Mae.

We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances.

        During any period in which one of our clients is not making payments on a loan we service, including in certain circumstances where a client prepays a loan, 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. We also advance funds to maintain, repair and market real estate properties. For our mortgage loans, as home values change, we may have to reconsider certain of the assumptions underlying our decisions to make advances, and in certain situations our contractual obligations may require us to make certain advances for which we may not be reimbursed. In addition, in the event a loan serviced by us defaults or becomes delinquent, or to the extent a mortgagee under such loan is allowed to enter into a forbearance by applicable law or regulation, the repayment to us of any advance related to such events may be delayed until the loan is repaid or refinanced or liquidation occurs. A delay in our ability to collect an advance may adversely affect our liquidity, and our inability to be reimbursed for an advance could be detrimental to our business. As our servicing portfolio continues to age, defaults might increase as the loans get older, which may increase our costs of servicing and could be detrimental to our business. Market disruptions such as the COVID-19 pandemic and the response by the CARES Act, enacted by the U.S. Congress on March 27, 2020, and the GSEs, through which a temporary period of forbearance is being offered for clients unable to pay on certain mortgage loans as a result of the COVID-19 pandemic may also increase the number of defaults, delinquencies or forbearances related to the loans we service, increasing the advances we make for such loans. With specific regard to the COVID-19 pandemic, any regulatory or GSE-specific relief on servicing advance obligations provided to mortgage loan servicers has so far been limited to GSE-eligible mortgage loans, leaving out any non-GSE mortgage loan products such as jumbo mortgage loans. Approximately 5.1% of our serviced loans are in forbearance as of June 30, 2020.

        With delinquent VA guaranteed loans, the VA guarantee may not make us whole on losses or advances we may have made on the loan. If the VA determines the amount of the guarantee payment will be less than the cost of acquiring the property, it may elect to pay the VA guarantee and leave the property securing the loan with us (a "VA no-bid"). If we cannot sell the property for a sufficient amount to cover amounts outstanding on the loan we will suffer a loss which may, on an aggregate basis and if the percentage of VA no-bids increases, have a detrimental impact on our business and financial condition.

        In addition, for certain loans sold to Ginnie Mae, we, as the servicer, have the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets defined criteria, including being delinquent greater than 90 days. Once we have the unilateral right to repurchase the delinquent loan, we have effectively regained control over the loan and we must recognize the loan on our balance sheet and recognize a corresponding financial liability. Any significant increase in required servicing advances or delinquent loan repurchases, could have a significant adverse impact on our cash flows, even if they are reimbursable, and could also have a detrimental effect on our business and financial condition.

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Our counterparties may terminate our servicing rights and subservicing contracts under which we conduct servicing activities.

        The majority of the mortgage loans we service are serviced on behalf of Fannie Mae, Freddie Mac and Ginnie 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 servicing standards.

        As is standard in the industry, under the terms of our master servicing agreements with the GSEs, the GSEs have 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 GSEs with little or no notice and without any compensation. If any of Fannie Mae, Freddie Mac or Ginnie Mae 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 and contain financial covenants. Under our subservicing 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, this could adversely affect our business.

A failure to maintain the ratings assigned to us by a rating agency could have an adverse effect on our business, financial condition and results of operations.

        Our mortgage origination and servicing platforms, as well as several securitization transactions that are composed of our mortgage loan products, are routinely rated by national rating agencies for various purposes. These ratings are subject to change without notice. Our ratings may be downgraded in the future, and any such downgrade could be detrimental to our business.

Our origination and servicing businesses and operating results may be adversely impacted due to a decline in market share for our origination business, a decline in repeat clients and an inability to recapture loans from borrowers who refinance.

        If our loan origination business loses market share, if loan originations otherwise decrease or if 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, 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 depends on our ability to originate loans with respect to which we retain the servicing rights.

        Additionally, in order for us to maintain or improve our operating results, it is important that we continue to extend loans to returning clients who have successfully repaid their previous loans at a pace substantially consistent with the market. Our repeat loan rates may decline or fluctuate as a result of our expansion into new products and markets or because our clients are able to obtain alternative sources of funding based on their credit history with us, and new clients we acquire in the future may not be as loyal as our current client base. Furthermore, clients who refinance have no obligation to refinance their loans with us and may choose to refinance with a different originator. If borrowers refinance with a different originator, this decreases the profitability of our MSRs because

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the original loan will be repaid, and we will not have an opportunity to earn further servicing fees after the original loan is repaid. If we are not successful in recapturing our existing loans that are refinanced, our MSRs may become increasingly subject to run-off, and in order to maintain our servicing portfolios at consistent levels we may need to purchase additional MSRs on the open market to add to our servicing portfolio, which would increase our costs and risks and decrease the profitability of our servicing business.

Our MSRs are highly volatile assets with continually changing values, and these changes in value, or inaccuracies in our estimates of their value, could adversely affect our business and financial condition.

        The value of our MSRs is based on the cash flows projected to result from the servicing of the related mortgage loans and continually fluctuates due to a number of factors. These factors include changes in interest rates; historically, the value of MSRs has increased when interest rates rise as higher interest rates lead to decreased prepayment rates, and has decreased when interest rates decline as lower interest rates lead to increased prepayment rates and refinancings. Other market conditions also affect the number of loans that are refinanced and thus no longer result in cash flows, and the number of loans that become delinquent.

        We use internal financial models that utilize market participant data to value our MSRs for purposes of financial reporting and for purposes of determining the price that we pay to acquire loans for which we will retain MSRs. These models are complex and use asset-specific collateral data and market inputs for interest and discount rates. In addition, the modeling requirements of MSRs are complex because of the high number of variables that drive cash flows associated with MSRs, and because of the complexity involved with anticipating such variables over the life of the MSR. Even if the general accuracy of our valuation models is validated, valuations are highly dependent upon the reasonableness of our assumptions and the results of the models.

        If loan delinquencies or prepayment speeds are higher than anticipated or other factors perform worse than modeled, the recorded value of certain of our MSRs may decrease, which could adversely affect our business and financial condition.

We may be required to repurchase or substitute mortgage loans or MSRs that we have sold, or indemnify purchasers of our mortgage loans or MSRs.

        We make representations and warranties to purchasers when we sell them a mortgage loan or a MSR, including in connection with our MBS securitizations. If a mortgage loan or MSR does not comply with the representations and warranties that we made with respect to it at the time of its sale, we could be required to repurchase the loan, replace it with a substitute loan and/or indemnify secondary market purchasers for losses. If this occurs, we may have to bear any associated losses directly, as repurchased loans typically can only be resold at a steep discount to their repurchase price, if at all. We also may be subject to claims by purchasers for repayment of a portion of the premium we received from such purchaser on the sale of certain loans or MSRs if such loans or MSRs are repaid in their entirety within a specified time period after the sale of the loan. As of March 31, 2020, we accrued $55.7 million in expenses in connection with our reserve for repurchase and indemnification obligations. Actual repurchase and indemnification obligations could materially exceed the reserves we have recorded in our financial statements. Any significant repurchases, substitutions, indemnifications or premium recapture could be detrimental to our business.

        Additionally, we may not be able to recover amounts from some third parties from whom we may seek indemnification or against whom we may assert a loan repurchase demand in connection with a breach of a representation or warranty due to financial difficulties or otherwise. As a result, we are exposed to counterparty risk in the event of non-performance by counterparties to our various

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contracts, including, without limitation, as a result of the rejection of an agreement or transaction in bankruptcy proceedings, which could result in substantial losses for which we may not have insurance coverage.

We face intense competition that could adversely affect us.

        Competition in the mortgage and other consumer lending space is intense. In addition, the mortgage and other consumer lending business has experienced substantial consolidation. Some of our competitors may have more name recognition and greater financial and other resources than we have (including access to capital). Other of our competitors, such as correspondent lenders who originate mortgage loans using their own funds, may have more operational flexibility in approving loans. Additionally, we operate at a competitive disadvantage to U.S. federal banks and thrifts and their subsidiaries because they enjoy federal preemption and, as a result, conduct their business under relatively uniform U.S. federal rules and standards and are generally not subject to the laws of the states in which they do business (including state "predatory lending" laws). Unlike our federally chartered competitors, we are generally subject to all state and local laws applicable to lenders in each jurisdiction in which we originate and service loans. To compete effectively, we must have a very high level of operational, technological and managerial expertise, as well as access to capital at a competitive cost.

        Competition in our industry can take many forms, including the variety of loan programs being made available, interest rates and fees charged for a loan, convenience in obtaining a loan, client service levels, the amount and term of a loan, and marketing and distribution channels. Fluctuations in interest rates and general economic conditions may also affect our competitive position. During periods of rising rates, competitors that have locked in low borrowing costs may have a competitive advantage. Furthermore, a cyclical decline in the industry's overall level of originations, or decreased demand for loans due to a higher interest rate environment, may lead to increased competition for the remaining loans. Any increase in these competitive pressures could be detrimental to our business.

If the credit decisioning and scoring models we use contain errors or are otherwise ineffective, our reputation and relationships with borrowers and investors could be harmed and our market share could decline.

        We use credit decisioning and scoring models that assign each loan a grade and a corresponding interest rate. Our credit decisioning and scoring models are based on algorithms that evaluate a number of factors, including behavioral data, transactional data and employment information, which may not effectively predict future loan losses. If we are unable to effectively segment borrowers into relative risk profiles, we may be unable to offer attractive interest rates for borrowers and returns for investors in the loans. We refine these algorithms based on new data and changing macro and economic conditions. If any of these credit decisioning and scoring models contain programming or other errors, are ineffective or the data provided by borrowers or third parties is incorrect or stale, or if we are unable to obtain the data from borrowers or third parties, our loan pricing and approval process could be negatively affected, resulting in mispriced or misclassified loans or incorrect approvals or denials of loans.

Certain of our loans involve a high degree of business and financial risk, which can result in substantial losses that could adversely affect our financial condition.

        A client's ability to repay their loan may be adversely impacted by numerous factors, including a change in the borrower's employment or other negative local or more general economic conditions. Deterioration in a client's financial condition and prospects may be accompanied by deterioration in the value of the collateral for the loan.

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        Additionally, many of our clients are self-employed. Self-employed clients may be more likely to default on their loans than salaried or commissioned clients and generally have less predictable income. In addition, many self-employed clients are small business owners who may be personally liable for their business debt. Consequently, a higher number of self-employed clients may result in increased defaults on the loans we originate or service.

        Some of the loans we originate or acquire have been, and in the future could be, made to clients who do not live in the mortgaged property. These loans secured by rental or investment properties tend to default more than loans secured by properties regularly occupied or used by the client. In a default, clients not occupying the mortgaged property may be more likely to abandon the property, increasing our financial exposure.

        These higher risk loans are more expensive to service because they require more frequent interaction with clients and greater monitoring and oversight. Additionally, these higher risk loans may be subject to increased scrutiny by state and federal regulators and lead to higher compliance and regulatory costs, which could result in a further increase in servicing costs. We may not be able to pass along any of the additional expenses we incur in servicing these higher risk loans to our servicing clients. The greater cost of servicing higher risk loans could adversely affect our business, financial condition and results of operations.

Our personal loans are not secured, guaranteed or insured and involve a high degree of financial risk.

        Personal loans made through our Rocket Loans platform are not secured by any collateral, not guaranteed or insured by any third party and not backed by any governmental authority in any way. We are therefore limited in our ability to collect on these loans if a client is unwilling or unable to repay them. A client's ability to repay their loans can be negatively impacted by increases in their payment obligations to other lenders under mortgage, credit card and other loans resulting from increases in base lending rates or structured increases in payment obligations. If a client defaults on a loan, we may be unsuccessful in our efforts to collect the amount of the loan. As such, our partner bank Cross River Bank could decide to originate fewer loans on our platform and there could be less demand in the secondary market for loans originated through the RocketLoans.com site.

        Additionally, these short-term loans also pose significant risks. Sometimes, borrowers use the proceeds of a long-term mortgage loan or the sale of a property to repay a short-term loan. We may therefore depend on a client's ability to obtain permanent financing or sell a property to repay our short-term loans, which could depend on market conditions and other factors. In a period of rising interest rates, it may be more difficult for our clients to obtain long-term financing, which increases the risk of non-payment of our short-term loans. Short-term loans are also subject to risks of defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance.

        An increase in defaults precipitated by the risks and uncertainties associated with the above operations and activities could have a detrimental effect on our business.

Fraud could result in significant financial losses and harm to our reputation.

        We use automated underwriting engines from Fannie Mae and Freddie Mac to assist us in determining if a loan applicant is creditworthy, as well as other proprietary and third-party tools and safeguards to detect and prevent fraud. We are unable, however, to prevent every instance of fraud that may be engaged in by our clients or team members, and any seller, real estate broker, notary, settlement agent, appraiser, title agent, or third-party originator that misrepresents facts about a loan, including the information contained in the loan application, property valuation, title information and employment and income stated on the loan application. If any of this information was intentionally or

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negligently misrepresented and such misrepresentation was not detected prior to the acquisition or closing of the loan, the value of the loan could be significantly lower than expected, resulting in a loan being approved in circumstances where it would not have been, had we been provided with accurate data. A loan subject to a material misrepresentation is typically unsalable or subject to repurchase if it is sold before detection of the misrepresentation. In addition, the persons and entities making a misrepresentation are often difficult to locate and it is often difficult to collect from them any monetary losses we have suffered.

        Additionally, we continue to develop and expand our use of internet and telecommunications technologies (including mobile devices) to offer our products and services. These new mobile technologies may be more susceptible to the fraudulent activities of computer hackers, organized criminals, perpetrators of fraud, terrorists and others. Our resources, technologies and fraud prevention tools may be insufficient to accurately detect and prevent fraud on this channel.

        High profile fraudulent activity also could negatively impact our brand and reputation, which could impact our business. In addition, significant increases in fraudulent activity could lead to regulatory intervention, which could increase our costs and also negatively impact our business.

The conduct of the brokers through whom we originate could subject us to fines or other penalties.

        The brokers through whom we originate have parallel and separate legal obligations to which they are subject. While these laws may not explicitly hold the originating lenders responsible for the legal violations of such brokers, U.S. federal and state agencies increasingly have sought to impose such liability. The U.S. Department of Justice ("DOJ"), through its use of a disparate impact theory under the FHA, is actively holding home loan lenders responsible for the pricing practices of brokers, alleging that the lender is directly responsible for the total fees and charges paid by the borrower even if the lender neither dictated what the broker could charge nor kept the money for its own account. In addition, under the TILA-RESPA Integrated Disclosure ("TRID") rule, we may be held responsible for improper disclosures made to clients by brokers. We may be subject to claims for fines or other penalties based upon the conduct of the independent home loan brokers with which we do business.

We are exposed to volatility in LIBOR, which can result in higher than market interest rates and may have a detrimental effect on our business.

        The interest rate of our variable-rate indebtedness and the interest rate on the adjustable rate loans we originate and service is based on LIBOR. In July 2017, the U.K. Financial Conduct Authority announced that it intends to stop collecting LIBOR rates from banks after 2021. The announcement indicates that LIBOR will not continue to exist on the current basis. U.S.-dollar LIBOR is expected to be replaced with the Secured Overnight Financing Rate ("SOFR"), a new index calculated by reference to short-term repurchase agreements for U.S. Treasury securities. Although there have been a few issuances utilizing SOFR or the Sterling Over Night Index Average, an alternative reference rate that is based on transactions, it is unknown whether any of these alternative reference rates will attain market acceptance as replacements for LIBOR. There is currently no definitive successor reference rate to LIBOR and various industry organizations are still working to develop workable transition mechanisms. As part of this industry transition, we will be required to migrate any current adjustable rate loans we service to any such successor reference rate. Until a successor rate is determined, we cannot implement the transition away from LIBOR for the adjustable rate loans we service. As such, we are unable to predict the effect of any changes to LIBOR, the establishment and success of any alternative reference rates, or any other reforms to LIBOR or any replacement of LIBOR that may be enacted in the United States or elsewhere. Such changes, reforms or replacements relating to LIBOR could have an adverse impact on the market for

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or value of any LIBOR-linked securities, loans, derivatives or other financial instruments or extensions of credit held by us. LIBOR-related changes could affect our overall results of operations and financial condition.

Our hedging strategies may not be successful in mitigating our risks associated with changes in interest rates.

        Our profitability is directly affected by changes in interest rates. The market value of closed loans held for sale and interest rate locks generally change along with interest rates. The value of such assets moves opposite of interest rate changes. For example, as interest rates rise, the value of existing mortgage assets falls.

        We employ various economic hedging strategies to mitigate the interest rate and the anticipated loan financing probability or "pull-through risk" inherent in such mortgage assets. Our use of these hedge instruments may expose us to counterparty risk as they are not traded on regulated exchanges or guaranteed by an exchange or its clearinghouse and, consequently, there may not be the same level of protections with respect to margin requirements and positions and other requirements designed to protect both us and our counterparties. Furthermore, the enforceability of agreements underlying hedging transactions may depend on compliance with applicable statutory, commodity and other regulatory requirements and, depending on the domicile of the counterparty, applicable international requirements. Consequently, if a counterparty fails to perform under a derivative agreement we could incur a significant loss.

        Our hedge instruments are accounted for as free-standing derivatives and are included on our consolidated balance sheet at fair market value. Our operating results could be negatively affected because the losses on the hedge instruments we enter into may not be offset by a change in the fair value of the related hedged transaction.

        Our hedging strategies also require us to provide cash margin to our hedging counterparties from time to time. Financial Industry Regulatory Authority, Inc. ("FINRA") requires us to provide daily cash margin to (or receive daily cash margin from, depending on the daily value of related MBS) our hedging counterparties from time to time. The collection of daily margin between us and our hedging counterparties could, under certain MBS market conditions, adversely affect our short-term liquidity and cash-on-hand. Additionally, our hedge instruments may expose us to counterparty risk—the possibility that a loss may occur from the failure of another party to perform in accordance with the terms of the contract, which loss exceeds the value of existing collateral, if any.

        A portion of our assets consist of MSRs, which may fluctuate in value. We recently began hedging a portion of the risks associated with such fluctuations. There can be no assurance such hedges adequately protect us from a decline in the value of the MSRs we own, or that the hedging strategy utilized by us with respect to our MSRs is well-designed or properly executed to adequately address such fluctuations. A decline in the value of MSRs may have a detrimental effect on our business.

        Our hedging activities in the future may include entering into interest rate swaps, caps and floors, options to purchase these items, purchasing or selling U.S. Treasury securities, and/or other tools and strategies. These hedging decisions will be determined in light of the facts and circumstances existing at the time and may differ from our current hedging strategy. These hedging strategies may be less effective than our current hedging strategies in mitigating the risks described above, which could be detrimental to our business and financial condition.

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We rely on internal models to manage risk and to make business decisions. Our business could be adversely affected if those models fail to produce reliable and/or valid results.

        We make significant use of business and financial models in connection with our proprietary technology to measure and monitor our risk exposures and to manage our business. For example, we use models to measure and monitor our exposures to interest rate, credit and other market risks. The information provided by these models is used in making business decisions relating to strategies, initiatives, transactions, pricing and products. If these models are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected.

        We build these models using historical data and our assumptions about factors such as future mortgage loan demand, default rates, home price trends and other factors that may overstate or understate future experience. Our assumptions may be inaccurate and our models may not be as predictive as expected for many reasons, including the fact that they often involve matters that are inherently beyond our control and difficult to predict, such as macroeconomic conditions, and that they often involve complex interactions between a number of variables and factors.

        Our models could produce unreliable results for a variety of reasons, including but not limited to, the limitations of historical data to predict results due to unprecedented events or circumstances, invalid or incorrect assumptions underlying the models, the need for manual adjustments in response to rapid changes in economic conditions, incorrect coding of the models, incorrect data being used by the models, or inappropriate application of a model to products or events outside of the model's intended use. In particular, models are less dependable when the economic environment is outside of historical experience, as was the case from 2008-2010 or during the present COVID-19 pandemic.

        We continue to monitor the markets and make necessary adjustments to our models and apply appropriate management judgment in the interpretation and adjustment of the results produced by our models. This process takes into account updated information while maintaining controlled processes for model updates, including model development, testing, independent validation and implementation. As a result of the time and resources, including technical and staffing resources, that are required to perform these processes effectively, it may not be possible to replace existing models quickly enough to ensure that they will always properly account for the impacts of recent information and actions.

A substantial portion of our assets are measured at fair value. Fair value determinations require many assumptions and complex analyses, and we cannot control many of the underlying factors. If our estimates prove to be incorrect, we may be required to write down the value of such assets, which could adversely affect our earnings, financial condition and liquidity.

        We measure the fair value of our mortgage loans held for sale, derivatives, interest rate lock commitments ("IRLCs") and MSRs on a recurring basis and we measure the fair value of other assets, such as mortgage loans held for investment, certain impaired loans and other real estate owned, on a nonrecurring basis. Fair value determinations require many assumptions and complex analyses, especially to the extent there are not active markets for identical assets. For example, we generally estimate the fair value of loans held for sale based on quoted market prices for securities backed by similar types of loans. If quoted market prices are not available, fair value is estimated based on other relevant factors, including dealer price quotations and prices available for similar instruments, to approximate the amounts that would be received from a third party. In addition, the fair value of IRLCs are measured based upon the difference between the current fair value of similar loans (as determined generally for mortgages held for sale) and the price at which we have

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committed to originate the loans, subject to the anticipated loan financing probability, or pull-through factor (which is both significant and highly subjective).

        Further, MSRs do not trade in an active market with readily observable prices and therefore, their fair value is determined using a valuation model that calculates the present value of estimated net future cash flows, using estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income and ancillary income, and late fees.

        If our estimates of fair value prove to be incorrect, we may be required to write down the value of such assets, which could adversely affect our financial condition and results of operations.

        Because accounting rules for valuing certain assets and liabilities are highly complex and involve significant judgment and assumptions, these complexities could lead to a delay in preparation of financial information and the delivery of this information to our stockholders and also increase the risk of errors and restatements, as well as the cost of compliance.

Our reported financial results may be materially and adversely affected by future changes in accounting principles generally accepted in the United States.

        U.S. GAAP is subject to standard setting or interpretation by the Financial Accounting Standards Board ("FASB"), the Public Company Accounting Oversight Board ("PCAOB"), the Securities and Exchange Commission ("SEC") and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could materially and adversely affect the transactions completed before the announcement of a change. A change in these principles or interpretations could also require us to alter our accounting systems in a manner that could increase our operating costs, impact the content of our financial statements and impact our ability to timely prepare our financial statements. Our inability to timely prepare our financial statements in the future would likely adversely affect our share price.

Challenges to the MERS System could materially and adversely affect our business, results of operations and financial condition.

        MERSCORP, Inc. is a privately held company that maintains an electronic registry, referred to as the MERS System, which tracks servicing rights and ownership of home loans in the United States. Mortgage Electronic Registration Systems, Inc. ("MERS"), a wholly owned subsidiary of MERSCORP, Inc., can serve as a nominee for the owner of a home loan and in that role initiate foreclosures or become the mortgagee of record for the loan in local land records. We have in the past and may continue to use MERS as a nominee. The MERS System is widely used by participants in the mortgage finance industry.

        Several legal challenges in the courts and by governmental authorities have been made disputing MERS's legal standing to initiate foreclosures or act as nominee for lenders in mortgages and deeds of trust recorded in local land records. These challenges have focused public attention on MERS and on how home loans are recorded in local land records. Although most legal decisions have accepted MERS as mortgagee, these challenges could result in delays and additional costs in commencing, prosecuting and completing foreclosure proceedings, conducting foreclosure sales of mortgaged properties and submitting proofs of claim in client bankruptcy cases.

Negative public opinion could damage our reputation and adversely affect our earnings.

        Reputational risk is inherent in our business. Negative public opinion can result from our actual or alleged conduct in any number of activities, including loan origination, loan servicing, debt collection practices, corporate governance and other activities, such as the lawsuits against us.

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Negative public opinion can also result from actions taken by government regulators and community organizations in response to our activities, from consumer complaints, including in the CFPB complaints database, and from media coverage, whether accurate or not.

        In recent years, consumer advocacy groups and some media reports have advocated governmental action to prohibit or place severe restrictions on non-bank consumer loans. If the negative characterization of independent mortgage loan originators becomes increasingly accepted by consumers, demand for any or all of our consumer loan products could significantly decrease. Additionally, if the negative characterization of independent mortgage loan originators is accepted by legislators and regulators, we could become subject to more restrictive laws and regulations applicable to consumer loan products.

        In addition, our ability to attract and retain clients is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, financial condition and other subjective qualities. Negative perceptions or publicity regarding these matters—even if related to seemingly isolated incidents, or even if related to practices not specific to the origination or servicing of loans, such as debt collection—could erode trust and confidence and damage our reputation among existing and potential clients. In turn, this could decrease the demand for our products, increase regulatory scrutiny and detrimentally effect our business.

Regulation of title insurance rates could adversely affect our subsidiary, Amrock.

        Amrock is subject to extensive rate regulation by the applicable state agencies in the jurisdictions in which it operates. Title insurance rates are regulated differently in various states, with some states requiring Amrock to file and receive approval of rates before such rates become effective and some states promulgating the rates that can be charged. These regulations could hinder Amrock's ability to promptly adapt to changing market dynamics through price adjustments, which could adversely affect its results of operations, particularly in a rapidly declining market.

Amrock's position as an agent utilizing third party vendors for issuing a significant amount of title insurance policies could adversely impact the frequency and severity of title claims.

        In its position as a licensed title agent, Amrock performs the search and examination function or may purchase a search product from another third party vendor. In either case, Amrock is responsible for ensuring that the search and examination is completed. Amrock's relationship with each title insurance underwriter is governed by an agency agreement defining how it issues a title insurance policy on their behalf. The agency agreement also sets forth Amrock's liability to the underwriter for policy losses attributable to Amrock's errors. Periodic audits by Amrock's underwriters are also conducted. Despite Amrock's efforts to monitor third party vendors with which it transacts business, there is no guarantee that they will comply with their contractual obligations. Furthermore, Amrock cannot be certain that, due to changes in the regulatory environment and litigation trends, Amrock will not be held liable for errors and omissions by these vendors. Accordingly, Amrock's use of third party vendors could adversely impact the frequency and severity of title claims.

We may not be able to close on the proposed acquisition of Amrock Title Insurance Company after consummation of this offering.

        As part of our reorganization transaction, we will enter into an acquisition agreement immediately prior to the completion of this offering with RHI and its direct subsidiary Amrock Holdings Inc. pursuant to which we will acquire Amrock Title Insurance Company ("ATI"), an entity through which RHI conducts its title insurance underwriting business. The consummation of this acquisition is subject to customary closing conditions, including the receipt of regulatory approvals. No assurances can be given that all closing conditions to our acquisition of ATI will be satisfied or

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waived, including the receipt of regulatory approvals, and no assurances can be given that we will be able to close on this proposed acquisition.

Our subsidiary, Rocket Loans, is a rapidly growing company that faces increased risks, uncertainties, expenses and difficulties due to its relatively limited operating history and its reliance on third party relationships and sources.

        Our Rocket Loans business has a limited operating history at its current scale, and has encountered and will continue to encounter risks, uncertainties, expenses and difficulties, including navigating the complex and evolving regulatory and competitive environments, increasing its number of clients and increasing its volume of loans. If we are not able to timely and effectively address these requirements, our business may be harmed. Additionally, Rocket Loans is reliant on a third-party relationship with Cross River Bank, a New Jersey state chartered bank that handles a variety of consumer and commercial financing programs to originate all of its loans and to comply with various federal, state and other laws and third-party relationships with certain investors that have committed to purchase loans upon origination pursuant to agreements that contain certain conditions and terminate within one to three years. If Rocket Loans is unable to maintain its relationship with Cross River Bank, or if Cross River Bank were to suspend or cease its operations, we would need to implement a substantially similar arrangement with another issuing bank, obtain additional state licenses or curtail Rocket Loans' operations. Our agreements with Cross River Bank are non-exclusive and do not prohibit Cross River Bank from working with our competitors or from offering competing services. We could in the future have disagreements or disputes with Cross River Bank, which could negatively impact or threaten our relationship. Additionally, Rocket Loans relies on third party sources, including credit bureaus, for credit, identification, employment and other relevant information in order to review and select qualified borrowers and sufficient investors. If this information becomes unavailable, becomes more expensive to access or is incorrect, our business may be harmed.

Our Rocket Homes business model subjects us to challenges not faced by traditional brokerages.

        One of our subsidiaries, Rocket Homes, competes with traditional brokerages while also facing expanded risks not faced by traditional brokerages. Rocket Homes' core business is the referral of homebuyers, who have been prequalified for a mortgage by Quicken Loans, to a network of third-party partner real estate agents that assist those homebuyers in the purchase of their new home. In addition, a new component of our Rocket Homes business is listing and selling homes directly for a fee that is typically less than what a traditional brokerage would charge. In both our core referral business and in our efforts to list and sell homes from our centralized location, Rocket Homes and our agents are required to be licensed and comply with the requirements governing the licensing and conduct of real estate brokerage and brokerage-related businesses in the markets where we operate. Rocket Homes also operates a website for searching property listings and connecting with our partner agents. The listing data is provided via license from approximately 200 Multiple Listing Service ("MLS"), and we must also comply with the contractual obligations and restrictions from each MLS in order to access and use its listings data. Because of this multifaceted business model, we face additional challenges that include: improper actions by our partner agents beyond our control that subject us to reputational, business or legal harms; failure to comply with the requirements governing the licensing and conduct of real estate brokerage and brokerage-related businesses, which could result in penalties or the suspension of operations; increases in competition in the residential brokerage industry that reduce profitability; continuing low home inventory levels that reduce demand; or a restriction or termination of our access to and use of listings data.

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Our subsidiary, Core Digital Media, may experience a rise in costs related to its digital media operations and may be unable to profitably generate client leads, negatively affecting our business.

        Our subsidiary, Core Digital Media, is an online marketing and client lead acquisition platform that conducts its marketing efforts exclusively through the use of digital media. If Core Digital Media experiences an increase in its costs related to digital media marketing or online advertising, it may be unable to maintain its amount and quality of leads for mortgage origination. Furthermore, in the face of higher costs per lead, Core Digital Media may be unable to effectively manage its pricing strategy and revenue opportunities, and could experience a decline in profitability that may adversely affect our business.

We recently invested in two Canadian mortgage business startups. Such expansion into Canadian operations, and our limited experience with international markets outside of the United States, could subject us to risks and expenses that could adversely impact our business.

        We have evaluated, and continue to evaluate, potential expansion outside of the United States. In 2018, we invested in Lendesk, and in 2020, we invested in Edison Financial, both Canadian mortgage business startups.

        As we expand into Canada, our operations are subject to a variety of risks, including fluctuations in currency exchange rates, unexpected changes in legal and regulatory requirements, political, economic and civil instability and uncertainty (including acts of terrorism, civil unrest, drug-cartel related and other forms of violence and outbreaks of war), investment restrictions or requirements, potentially adverse tax consequences, and difficulty in complying with foreign laws and regulations, as well as U.S. laws and regulations that govern foreign activities, such as the U.S. Foreign Corrupt Practices Act. Economic uncertainty in Canada could negatively impact our operations in those areas. Also, as we pursue expansion efforts in Canada, it may be necessary or desirable to contract with third parties, and we may not be able to enter into such agreements on commercially acceptable terms or at all. Further, such arrangements, including investing in Lendesk and Edison Financial, may not perform to our expectations, and we may be exposed to various risks as a result of the activities of our partners.

        In addition, prior to investing in Lendesk and Edison Financial, we had very limited experience undertaking international operations outside of the United States. The structuring, expansion and administration of Lendesk and Edison Financial may require significant management attention and financial and operational resources that may result in increased operational, administrative, legal, compliance and other costs and may divert management's attention and employee resources from other priorities. Lendesk and Edison Financial may not generate its currently expected profitability, if any, and we may experience adverse effects on our business.

        Any occurrences of the risks associated with our Canadian operations and related expansion could adversely affect our business, reputation and ability to further expand internationally.

Changes in tax laws may adversely affect us, and the Internal Revenue Service (the "IRS") or a court may disagree with tax positions taken by the Issuer or Holdings, which may result in adverse effects on our financial condition or the value of our common stock.

        The Tax Cuts and Jobs Act (the "TCJA"), enacted on December 22, 2017, significantly affected U.S. tax law, including by changing how the U.S. imposes tax on certain types of income of corporations and by reducing the U.S. federal corporate income tax rate to 21%. It also imposed new limitations on a number of tax benefits, including deductions for business interest, use of net operating loss carry forwards, taxation of foreign income, and the foreign tax credit, among others.

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The CARES Act, enacted on March 27, 2020, in response to the COVID-19 pandemic, further amended the U.S. federal tax code, including in respect of certain changes that were made by the TCJA, generally on a temporary basis. There can be no assurance that future tax law changes will not increase the rate of the corporate income tax significantly, impose new limitations on deductions, credits or other tax benefits, or make other changes that may adversely affect our business, cash flows or financial performance. In addition, the IRS has yet to issue guidance on a number of important issues regarding the changes made by the TCJA and the CARES Act. In the absence of such guidance, the Company will take positions with respect to a number of unsettled issues. There is no assurance that the IRS or a court will agree with the positions taken by us, in which case tax penalties and interest may be imposed that could adversely affect our business, cash flows or financial performance.

Terrorist attacks and other acts of violence or war may affect the lending industry generally and our business, financial condition and results of operations.

        The terrorist attacks on September 11, 2001 disrupted the U.S. financial markets, including the real estate capital markets, and negatively impacted the U.S. economy in general. Any future terrorist attacks, the anticipation of any such attacks, the consequences of any military or other response by the United States and its allies, and other armed conflicts could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. The economic impact of these events could also adversely affect the credit quality of some of our loans and investments and the properties underlying our interests.

        If such events lead to a prolonged economic slowdown, recession or declining real estate values, they could impair the performance of our investments and harm our financial condition and results of operations, increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. In addition, the activation of additional U.S. military reservists or members of the National Guard may significantly increase the proportion of mortgage loans whose interest rates are reduced by application of the Servicemembers Civil Relief Act (the "Relief Act") or similar state or local laws. As a result, any such attacks may adversely impact our performance. Losses resulting from these types of events may not be fully insurable.

Our business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events and to interruption by man-made issues such as strikes.

        Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, strikes, health pandemics and similar events. For example, a significant natural disaster in Detroit, such as an earthquake, fire or flood, could have a material adverse impact on our business, operating results and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. Disease outbreaks have occurred in the past (including severe acute respiratory syndrome, or SARS, avian flu, H1N1/09 flu and COVID-19) and any prolonged occurrence of infectious disease or other adverse public health developments could have a material adverse effect on the macro economy and/or our business operations. In addition, strikes and other geopolitical unrest could cause disruptions in our business and lead to interruptions, delays or loss of critical data. These types of catastrophic events could also affect our loan servicing costs, increase our recoverable and our non-recoverable servicing advances, increase servicing defaults and negatively affect the value of our MSRs. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting the Detroit, Phoenix, Cleveland or Charlotte areas, and our business interruption insurance may be insufficient to compensate us for losses that may occur.

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Risks Related to Regulatory Environment

We operate in a heavily regulated industry, and our mortgage loan origination and servicing activities expose us to risks of noncompliance with an increasing and inconsistent body of complex laws and regulations at the U.S. federal, state and local levels, as well as in Canada.

        Due to the heavily regulated nature of the mortgage industry, we are required to comply with a wide array of Canadian, U.S. federal, state and local laws and regulations that regulate, among other things, the manner in which we conduct our loan origination and servicing businesses and the fees that we may charge, and the collection, use, retention, protection, disclosure, transfer and other processing of personal information. Governmental authorities and various Canadian, U.S., federal and state agencies have broad oversight and supervisory authority over our business.

        Because we originate mortgage loans and provide servicing activities nationwide and have operations in Canada, we must be licensed in all relevant jurisdictions and comply with the respective laws and regulations of each, as well as with judicial and administrative decisions applicable to us. Such licensing requirements also require the submission of information regarding any person who has 10% or more of the combined voting power of our outstanding common stock. As a result of the Voting Limitation, as long as persons other than RHI hold approximately 21% or less of our outstanding common stock, a person could have 10% or more of the combined voting power of our outstanding common stock even though such person holds less than 10% of our outstanding common stock. In addition, we are currently subject to a variety of, and may in the future become subject to additional Canadian, U.S. federal, state, and local laws that are continuously evolving and developing, including laws on advertising, as well as privacy laws, including the Telephone Consumer Protection Act ("TCPA"), the Telemarketing Sales Rule, the CAN-SPAM Act, the Canadian Anti-Spam Law, the Personal Information Protection and Electronic Documents Act, and the newly enacted California Consumer Privacy Act ("CCPA"). We expect more states to enact legislation similar to the CCPA, which provides consumers with new privacy rights such as the right to request deletion of their data, the right to receive data on record for them and the right to know what categories of data (generally) are maintained about them, and increases the privacy and security obligations of entities handling certain personal information of such consumers. These regulations directly impact our business and require ongoing compliance, monitoring and internal and external audits as they continue to evolve, and may result in ever-increasing public scrutiny and escalating levels of enforcement and sanctions. Subsequent changes to data protection and privacy laws could also impact how we process personal information, and therefore limit the effectiveness of our products or services or our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing of personal information.

        We must also comply with a number of federal, state and local consumer protection laws including, among others, the Truth in Lending Act ("TILA"), the Real Estate Settlement Procedures Act ("RESPA"), the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act ("FHA"), the TCPA, the Gramm-Leach-Bliley Act, the Electronic Fund Transfer Act, the Servicemembers Civil Relief Act, Military Lending Act, the Homeowners Protection Act, the Home Mortgage Disclosure Act, the SAFE Act, the Federal Trade Commission Act, the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act"), U.S. federal and state laws prohibiting unfair, deceptive, or abusive acts or practices, and state foreclosure laws. These statutes apply to loan origination, marketing, use of credit reports, safeguarding of non-public, personally identifiable information about our clients, foreclosure and claims handling, investment of and interest payments on escrow balances and escrow payment features, and mandate certain disclosures and notices to clients.

        In particular, various federal, state and local laws have been enacted that are designed to discourage predatory lending and servicing practices. The Home Ownership and Equity Protection Act of 1994 ("HOEPA") prohibits inclusion of certain provisions in residential loans that have

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mortgage rates or origination costs in excess of prescribed levels and requires that borrowers be given certain disclosures prior to origination. Some states have enacted, or may enact, similar laws or regulations, which in some cases impose restrictions and requirements greater than those in HOEPA. In addition, under the anti-predatory lending laws of some states, the origination of certain residential loans, including loans that are not classified as "high cost" loans under applicable law, must satisfy a net tangible benefits test with respect to the related borrower. This test may be highly subjective and open to interpretation. As a result, a court may determine that a residential loan, for example, does not meet the test even if the related originator reasonably believed that the test was satisfied. Failure of residential loan originators or servicers to comply with these laws, to the extent any of their residential loans are or become part of our mortgage-related assets, could subject us, as a servicer or, in the case of acquired loans, as an assignee or purchaser, to monetary penalties and could result in the borrowers rescinding the affected loans. Lawsuits have been brought in various states making claims against originators, servicers, assignees and purchasers of high cost loans for violations of state law. Named defendants in these cases have included numerous participants within the secondary mortgage market. If our loans are found to have been originated in violation of predatory or abusive lending laws, we could be subject to lawsuits or governmental actions, or we could be fined or incur losses.

        In July 2020, it was announced that the Financial Stability Oversight Council will begin an activities-based review of the secondary mortgage market. The FHFA has expressed support for this review. This review could result in increased regulation of secondary mortgage market activities, which could have an adverse effect on our business.

        Both the scope of the laws and regulations and the intensity of the supervision to which our business is subject have increased over time, in response to the financial crisis as well as other factors such as technological and market changes. Regulatory enforcement and fines have also increased across the banking and financial services sector. We expect that our business will remain subject to extensive regulation and supervision. These regulatory changes could result in an increase in our regulatory compliance burden and associated costs and place restrictions on our origination and servicing operations. Our failure to comply with applicable Canadian, U.S. federal, state and local consumer protection and data privacy laws could lead to:

    loss of our licenses and approvals to engage in our servicing and lending businesses;

    damage to our reputation in the industry;

    governmental investigations and enforcement actions;

    administrative fines and penalties and litigation;

    civil and criminal liability, including class action lawsuits;

    diminished ability to sell loans that we originate or purchase, requirements to sell such loans at a discount compared to other loans or repurchase or address indemnification claims from purchasers of such loans, including the GSEs;

    inability to raise capital; and

    inability to execute on our business strategy, including our growth plans.

        As these Canadian, U.S. federal, state and local laws evolve, it may be more difficult for us to identify these developments comprehensively, to interpret changes accurately and to train our team members effectively with respect to these laws and regulations. Adding to these difficulties, U.S. and Canadian laws may conflict with each other, and if we comply with the laws of one jurisdiction, we may find that we are violating laws of another jurisdiction. These difficulties potentially increase our exposure to the risks of noncompliance with these laws and regulations, which could be detrimental to our business. In addition, our failure to comply with these laws, regulations and rules may result in reduced payments by clients, modification of the original terms of loans, permanent forgiveness of debt, delays in the foreclosure process, increased servicing advances, litigation, enforcement actions, and repurchase and indemnification obligations. A failure to adequately supervise service providers and vendors, including outside foreclosure counsel, may also have these negative results.

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        The laws and regulations applicable to us are subject to administrative or judicial interpretation, but some of these laws and regulations have been enacted only recently and may not yet have been interpreted or may be interpreted infrequently. Ambiguities in applicable laws and regulations may leave uncertainty with respect to permitted or restricted conduct and may make compliance with laws, and risk assessment decisions with respect to compliance with laws difficult and uncertain. In addition, ambiguities make it difficult, in certain circumstances, to determine if, and how, compliance violations may be cured. The adoption by industry participants of different interpretations of these statutes and regulations has added uncertainty and complexity to compliance. We may fail to comply with applicable statutes and regulations even if acting in good faith due to a lack of clarity regarding the interpretation of such statutes and regulations, which may lead to regulatory investigations, governmental enforcement actions or private causes of action with respect to our compliance.

        To resolve issues raised in examinations or other governmental actions, we may be required to take various corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to us. We expect to continue to incur costs to comply with governmental regulations. In addition, certain legislative actions and judicial decisions can give rise to the initiation of lawsuits against us for activities we conducted in the past. Furthermore, provisions in our mortgage loan and other loan product documentation, including but not limited to the mortgage and promissory notes we use in loan originations, could be construed as unenforceable by a court. We have been, and expect to continue to be, subject to regulatory enforcement actions and private causes of action from time to time with respect to our compliance with applicable laws and regulations.

        The recent influx of new laws, regulations, and other directives adopted in response to the recent COVID-19 pandemic exemplifies the ever-changing and increasingly complex regulatory landscape we operate in. While some regulatory reactions to COVID-19 relaxed certain compliance obligations, the forbearance requirements imposed on mortgages servicers in the recently passed CARES Act added new regulatory responsibilities. The GSEs and the FHFA, Ginnie Mae, HUD, various investors and others have also issued guidance relating to COVID-19. In recent weeks, we received and expect to continue to receive inquiries from various federal and state lawmakers, attorneys general and regulators seeking information on our COVID-19 response and its impact on our business, team members, and clients. Future regulatory scrutiny and enforcement resulting from COVID-19 is unknown.

        As a licensed real estate brokerage, our Rocket Homes business is currently subject to a variety of, and may in the future become subject to, additional, federal, state, and local laws that are continuously changing, including laws related to: the real estate, brokerage, title, and mortgage industries; mobile- and internet-based businesses; and data security, advertising, privacy and consumer protection laws. For instance, we are subject to federal laws such as the FHA and RESPA. These laws can be costly to comply with, require significant management attention, and could subject us to claims, government enforcement actions, civil and criminal liability, or other remedies, including revocation of licenses and suspension of business operations.

        In some cases, it is unclear as to how such laws and regulations affect Rocket Homes based on our business model that is unlike traditional brokerages, and the fact that those laws and regulations were created for traditional real estate brokerages. If we are unable to comply with and become liable for violations of these laws or regulations, or if unfavorable regulations or interpretations of existing regulations by courts or regulatory bodies are implemented, we could be directly harmed and forced to implement new measures to reduce our liability exposure. It could cause our operations in affected markets to become overly expensive, time consuming, or even impossible. This may require us to expend significant time, capital, managerial, and other resources to modify or discontinue certain operations, limiting our ability to execute our business strategies, deepen our presence in our existing

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markets, or expand into new markets. In addition, any negative exposure or liability could harm our brand and reputation. Any costs incurred as a result of this potential liability could harm our business.

        As a licensed title and settlement services provider, Amrock is currently subject to a variety of, and may in the future become subject to, additional, federal, state, and local laws that are continuously changing, including laws related to: the real estate, brokerage, title, and mortgage industries; mobile-and internet-based businesses; and data security, advertising, privacy and consumer protection laws. For instance, Amrock is subject to federal laws such as the FHA and RESPA. These laws can be costly to comply with, require significant management attention, and could subject us to claims, government enforcement actions, civil and criminal liability, or other remedies, including revocation of licenses and suspension of business operations.

        Although we have systems and procedures directed to comply with these legal and regulatory requirements, we cannot assure you that more restrictive laws and regulations will not be adopted in the future, or that governmental bodies or courts will not interpret existing laws or regulations in a more restrictive manner, which could render our current business practices non-compliant or which could make compliance more difficult or expensive. Any of these, or other, changes in laws or regulations could have a detrimental effect on our business.

The CFPB continues to be active in its monitoring of the loan origination and servicing sectors, and its recently issued rules increase our regulatory compliance burden and associated costs.

        We are subject to the regulatory, supervisory and examination authority of the CFPB, which has oversight of federal and state non-depository lending and servicing institutions, including residential mortgage originators and loan servicers. The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage lenders and servicers, including TILA and RESPA and the Fair Debt Collections Practices Act. The CFPB has issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities, including ability-to-repay and "Qualified Mortgage" standards and other origination standards and practices as well as servicing requirements that address, among other things, periodic billing statements, certain notices and acknowledgements, prompt crediting of borrowers' accounts for payments received, additional notice, review and timing requirements with respect to delinquent borrowers, loss mitigation, prompt investigation of complaints by borrowers, and lender-placed insurance notices. The CFPB has also amended provisions of HOEPA regarding the determination of high-cost mortgages, and of Regulation B, to implement additional requirements under the Equal Credit Opportunity Act with respect to valuations, including appraisals and automated valuation models. The CFPB has also issued guidance to loan servicers to address potential risks to borrowers that may arise in connection with transfers of servicing. Additionally, through bulletins 2012-03 and 2016-02, the CFPB has increased the focus on lender liability and vendor management across the mortgage and settlement services industries, which may vary depending on the services being performed.

        For example, the CFPB iteratively adopted rules over the course of several years regarding mortgage servicing practices that required us to make modifications and enhancements to our mortgage servicing processes and systems. While the CFPB recently announced its flexible supervisory and enforcement approach during the COVID-19 pandemic on certain consumer communications required by the mortgage servicing rules, managing to the CFPB's loss mitigation rules with mounting CARES Act forbearance requests is particularly challenging. The intersection of the CFPB's mortgage servicing rules and COVID-19 is evolving and will pose new challenges to the servicing industry. The CFPB's recent publication of COVID-19-related FAQs did not resolve potential conflicts between the CARES Act with respect to reporting of consumer credit information

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mandated by the Fair Credit Reporting Act. There are conflicting interpretations of the CARES Act amendment of the Fair Credit Reporting Act with regards to delinquent loans entering a forbearance.

        The mortgage lending sector is currently relying, for a significant portion of the mortgages originated, on a temporary CFPB regulation, commonly called the "QM Patch", which permits mortgage lenders to comply with the CFPB's ability to repay requirements by relying on the fact that the mortgage is eligible for sale to Fannie Mae or Freddie Mac. Reliance on the QM Patch has become widespread due to the operational complexity and practical inability for many mortgage lenders to rely on other ways to show compliance with the ability to repay regulations. For a more in-depth explanation, see "—Risks Related to Our BusinessOur 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." The QM Patch is scheduled to expire on January 10, 2021 or sooner if Fannie Mae and Freddie Mac exit FHFA conservatorship. In June 2020, the CFPB issued proposed rules to revise its ability to repay requirements and to extend the QM Patch until those revisions are effective. We cannot predict what final actions the CFPB will take and how it might affect us and other mortgage originators. For a discussion of the risk to our business due to possible changes in the conservatorship status of Fannie Mae and Freddie Mac, see "Business—Government Regulations Affecting Loan Originations and Servicing."

        The CFPB's examinations have increased, and will likely continue to increase, our administrative and compliance costs. They could also greatly influence the availability and cost of residential mortgage credit and increase servicing costs and risks. These increased costs of compliance, the effect of these rules on the lending industry and loan servicing, and any failure in our ability to comply with the new rules by their effective dates, could be detrimental to our business. The CFPB also issued guidelines on sending examiners to banks and other institutions that service and/or originate mortgages to assess whether consumers' interests are protected. The CFPB has conducted routine examinations of our business and will conduct future examinations.

        The CFPB also has broad enforcement powers, and can order, among other things, rescission or reformation of contracts, the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil money penalties. The CFPB has been active in investigations and enforcement actions and, when necessary, has issued civil money penalties to parties the CFPB determines has violated the laws and regulations it enforces. Our failure to comply with the federal consumer protection laws, rules and regulations to which we are subject, whether actual or alleged, could expose us to enforcement actions or potential litigation liabilities. In May 2020, the CFPB issued a civil investigative demand to our subsidiary, Rocket Homes, the stated purpose of which is to determine if Rocket Homes conducted any activities in a manner that violated RESPA and to determine if further CFPB action is necessary. We intend to cooperate fully with the CFPB in this investigation and are confident in the compliance processes that Rocket Homes has in place.

        In addition, the occurrence of one or more of the foregoing events or a determination by any court or regulatory agency that our policies and procedures do not comply with applicable law could impact our business operations. For example, if the violation is related to our servicing operations it could lead to downgrades by one or more rating agencies, a transfer of our servicing responsibilities, increased delinquencies on mortgage loans we service or any combination of these events. Such a determination could also require us to modify our servicing standards. The expense of complying with new or modified servicing standards may be substantial. Any such changes or revisions may have a material impact on our servicing operations, which could be detrimental to our business.

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The state regulatory agencies continue to be active in their supervision of the loan origination and servicing sectors and the results of these examinations may be detrimental to our business.

        We are also supervised by regulatory agencies under Canadian and state law. State attorneys general, state licensing regulators, and state and local consumer protection offices have authority to investigate consumer complaints and to commence investigations and other formal and informal proceedings regarding our operations and activities. In addition, the GSEs and the FHFA, Ginnie Mae, the U.S. Federal Trade Commission ("FTC"), the U.S. Department of Housing and Urban Development ("HUD"), various investors, non-agency securitization trustees and others subject us to periodic reviews and audits. A determination of our failure to comply with applicable law could lead to enforcement action, administrative fines and penalties, or other administrative action.

If we are unable to comply with TRID rules, our business and operations could be materially and adversely affected and our plans to expand our lending business could be adversely impacted.

        The CFPB implemented loan disclosure requirements, effective in October 2015, to combine and amend certain TILA and RESPA disclosures. The TRID rules significantly changed consumer facing disclosure rules and added certain waiting periods to allow consumers time to shop for and consider the loan terms after receiving the required disclosures. If we fail to comply with the TRID rules, we may be unable to sell loans that we originate or purchase, or we may be required to sell such loans at a discount compared to other loans. We could also be subject to repurchase or indemnification claims from purchasers of such loans, including the GSEs.

        As regulatory guidance and enforcement and the views of the GSEs and other market participants evolve, we may need to modify further our loan origination processes and systems in order to adjust to evolution in the regulatory landscape and successfully operate our lending business. In such circumstances, if we are unable to make the necessary adjustments, our business and operations could be adversely affected and we may not be able to execute on our plans to grow our lending business.

Material changes to the laws, regulations or practices applicable to reverse mortgage programs operated by FHA and HUD could adversely affect our reverse mortgage business.

        The reverse mortgage industry is largely dependent upon the FHA and HUD, and there can be no guarantee that these entities will continue to participate in the reverse mortgage industry or that they will not make material changes to the laws, regulations, rules or practices applicable to reverse mortgage programs. The vast majority of reverse mortgage loan products we originate through our subsidiary, One Reverse Mortgage LLC, are Home Equity Conversion Mortgages ("HECM"), an FHA-insured loan that must comply with the FHA's and other regulatory requirements. One Reverse Mortgage LLC also originates non-HECM reverse mortgage products, for which there is a limited secondary market. The FHA regulations governing the HECM product have changed from time to time. For example, on September 3, 2013, the FHA announced changes to the HECM program, pursuant to authority under the Reverse Mortgage Stabilization Act. The changes impact initial mortgage insurance premiums and principal limit factors, impose restrictions on the amount of funds that senior borrowers may draw down at closing and during the first 12 months after closing and require a financial assessment for all HECM borrowers to ensure they have the capacity and willingness to meet their financial obligations and the terms of the reverse mortgage. In addition, the changes require borrowers to set aside a portion of the loan proceeds they receive at closing (or withhold a portion of monthly loan disbursements) for the payment of property taxes and homeowners insurance based on the results of the financial assessment. The FHA also amended or clarified requirements related to HECMs through a series of issuances in 2014, including three

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Mortgagee Letters issued in June of 2014. The new requirements relate to advertising, restrictions on loan provisions, limitations on payment methods, new underwriting requirements, revised principal limits, revised financial assessment and property charge requirements and the treatment of non-borrowing spouses. The FHA has continued to issue additional guidance aimed at strengthening the HECM program. Most recently, the FHA issued a Mortgagee Letter changing initial and annual mortgage insurance premium rates and the principal limit factors for all HECMs. Our reverse mortgage business is also subject to state statutory and regulatory requirements including, but not limited to, licensing requirements, required disclosures and permissible fees. It is unclear how the various new requirements, including the financial assessment requirement, will impact our reverse mortgage business. We continue to evaluate our reverse mortgage business and the future loan production remains uncertain.

If we do not obtain and maintain the appropriate state licenses, we will not be allowed to originate or service loans in some states, which would adversely affect our operations.

        Our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations. In most states in which we operate, a regulatory agency regulates and enforces laws relating to loan servicing companies and loan origination companies such as us. These rules and regulations generally provide for licensing as a loan servicing company, loan origination company, loan marketing company, debt collection agency or third-party default specialist, as applicable, requirements as to the form and content of contracts and other documentation, licensing of employees and employee hiring background checks, restrictions on collection practices, disclosure and record-keeping requirements and enforcement of borrowers' rights. In most states, we are subject to periodic examination by state regulatory authorities. Some states in which we operate require special licensing or provide extensive regulation of our business.

        Similarly, due to the geographic scope of our operations and the nature of the services our Rocket Homes business provides, we may be required to obtain and maintain additional real estate brokerage licenses in certain states where we operate. Because its lender clients are in multiple states, Amrock is required to obtain and maintain various licenses, for its title agents, providers of appraisal management services, abstracters, and escrow and closing personnel. Some states, such as California, require Amrock to obtain entity or agency licensure, while other states require insurance agents or insurance producers to be licensed individually. There are also states that require both licensures. Many state licenses are perpetual, but licensees must take some periodic actions to keep the license in good standing.

        If we enter new markets, we may be required to comply with new laws, regulations and licensing requirements. As part of licensing requirements, we are typically required to designate individual licensees of record. We cannot ensure that we are, and will always remain, in full compliance with all real estate licensing laws and regulations, and we may be subject to fines or penalties, including license revocation, for any non-compliance. If in the future a state agency were to determine that we are required to obtain additional licenses in that state in order to transact business, or if we lose an existing license or are otherwise found to be in violation of a law or regulation, our business operations in that state may be suspended until we obtain the license or otherwise remedy the compliance issue.

        We may not be able to maintain all requisite licenses and permits, and the failure to satisfy those and other regulatory requirements could restrict our ability to broker, originate, purchase, sell or service loans. In addition, our failure to satisfy any such requirements relating to servicing of loans could result in a default under our servicing agreements and have a material adverse effect on our operations. Those states that currently do not provide extensive regulation of our business may later choose to do so, and if such states so act, we may not be able to obtain or maintain all requisite licenses and permits. The failure to satisfy those and other regulatory requirements could

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limit our ability to broker, originate, purchase, sell or service loans in a certain state, or could result in a default under our financing and servicing agreements and have a material adverse effect on our operations. Furthermore, the adoption of additional, or the revision of existing, rules and regulations could have a detrimental effect on our business.

The executive, legislative and regulatory reaction to COVID-19, including the passage of the CARES Act, poses new and quickly evolving compliance obligations on our business, and we may experience unfavorable changes in or failure to comply with existing or future regulations and laws adopted in response to COVID-19.

        Due to the unprecedented pause of major sectors of the U.S. economy from COVID-19, numerous states and the federal government adopted measures requiring mortgage servicers to work with consumers negatively impacted by COVID-19. The CARES Act imposes several new compliance obligations on our mortgage servicing activities, including, but not limited to mandatory forbearance offerings, altered credit reporting obligations, and moratoriums on foreclosure actions and late fee assessments. Many states have taken similar measures to provide mortgage payment and other relief to consumers, which create additional complexity around our mortgage servicing compliance activities.

        With the urgency to help consumers, the expedient passage of the CARES Act increases the likelihood of unintended consequences from the legislation. An example of such unintended consequences is the liquidity pressure placed on mortgage servicers given our contractual obligation to continue to advance payments to investors on loans in forbearance where consumers are not making their typical monthly mortgage payments. Moreover, certain provisions of the CARES Act are subject to interpretation given the existing ambiguities in the legislation, which creates class action and other litigation risk.

        Although much of the executive, legislative and regulatory actions stemming from COVID-19 are servicing-centric, regulators are adjusting compliance obligations impacting our mortgage origination activities. Many states have adopted temporary measures allowing for otherwise prohibited remote mortgage loan origination activities. While these temporary measures allow us to continue to do business remotely, they impose notice, procedural, and other compliance obligations on our origination activity.

        Federal, state, and local executive, legislative and regulatory responses to COVID-19 are rapidly evolving, not consistent in scope or application, and subject to change without advance notice. Such efforts may impose additional compliance obligations, which may negatively impact our mortgage origination and servicing business. Any additional legal or regulatory responses to COVID-19 may unfavorably restrict our business operations, alter our established business practices, and otherwise raise our compliance costs.

We are subject to laws and regulations regarding our use of telemarketing; a failure to comply with such laws, including the TCPA could increase our operating costs and adversely impact our business.

        We engage in outbound telephone and text communications with consumers, and accordingly must comply with a number of laws and regulations that govern said communications and the use of automatic telephone dialing systems ("ATDS"), including the TCPA and Telemarketing Sales Rules. The U.S. Federal Communications Commission ("FCC") and the FTC have responsibility for regulating various aspects of these laws. Among other requirements, the TCPA requires us to obtain prior express written consent for certain telemarketing calls and to adhere to "do-not-call" registry requirements which, in part, mandate we maintain and regularly update lists of consumers who have chosen not to be called and restrict calls to consumers who are on the national do-not-call list. Many

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states have similar consumer protection laws regulating telemarketing. These laws limit our ability to communicate with consumers and reduce the effectiveness of our marketing programs. The TCPA does not distinguish between voice and data, and, as such, SMS/MMS messages are also "calls" for the purpose of TCPA obligations and restrictions.

        For violations of the TCPA, the law provides for a private right of action under which a plaintiff may recover monetary damages of $500 for each call or text made in violation of the prohibitions on calls made using an "artificial or pre-recorded voice" or an ATDS. A court may treble the amount of damages upon a finding of a "willful or knowing" violation. There is no statutory cap on maximum aggregate exposure (although some courts have applied in TCPA class actions constitutional limits on excessive penalties). An action may be brought by the FCC, a state attorney general, an individual, or a class of individuals. Like other companies that rely on telephone and text communications, we are regularly subject to putative class action suits alleging violations of the TCPA. To date, no such class has been certified. If in the future we are found to have violated the TCPA, the amount of damages and potential liability could be extensive and adversely impact our business. Accordingly, were such a class certified or if we are unable to successfully defend such a suit, as we have in the past, then TCPA damages could have a material adverse effect on our results of operations and financial condition. For a discussion of current putative class actions under the TCPA, see "BusinessLegal and Regulatory Proceedings."

If new laws and regulations lengthen foreclosure times or introduce new regulatory requirements regarding foreclosure procedures, our operating costs could increase and we could be subject to regulatory action.

        When a mortgage loan we service is in foreclosure, we are generally required to continue to advance delinquent principal and interest to the securitization trust and to make advances for delinquent taxes and insurance and foreclosure costs and the upkeep of vacant property in foreclosure to the extent that we determine that such amounts are recoverable. These servicing advances are generally recovered when the delinquency is resolved. Regulatory actions that lengthen the foreclosure process will increase the amount of servicing advances that we are required to make, lengthen the time it takes for us to be reimbursed for such advances and increase the costs incurred during the foreclosure process.

        The CARES Act paused all foreclosures until May 17, 2020. Many state governors issued orders, directives, guidance or recommendations halting foreclosure activity including evictions. This will increase our operating costs, extend the time we advance for delinquent taxes and insurance and could delay our ability to seek reimbursement from the investor to recoup some or all of the advances.

        Increased regulatory scrutiny and new laws and procedures could cause us to adopt additional compliance measures and incur additional compliance costs in connection with our foreclosure processes. We may incur legal and other costs responding to regulatory inquiries or any allegation that we improperly foreclosed on a client. We could also suffer reputational damage and could be fined or otherwise penalized if we are found to have breached regulatory requirements.

Our servicing policies and procedures are subject to examination by our regulators, and the results of these examinations may be detrimental to our business.

        As a loan servicer, we are examined for compliance with U.S. federal, state and local laws, rules and guidelines by numerous regulatory agencies. It is possible that any of these regulators will inquire about our servicing practices, policies or procedures and require us to revise them in the future. The occurrence of one or more of the foregoing events or a determination by any court or regulatory agency that our servicing policies and procedures do not comply with applicable law could

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lead to downgrades by one or more rating agencies, a transfer of our servicing responsibilities, increased delinquencies on mortgage loans we service or any combination of these events. Such a determination could also require us to modify our servicing standards.

Regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting claims that the practices of lenders and loan servicers result in a disparate impact on protected classes.

        Antidiscrimination statutes, such as the FHA and the Equal Credit Opportunity Act, prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin. Various federal regulatory agencies and departments, including the DOJ and CFPB, take the position that these laws apply not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionate negative affect on a protected class of individuals).

        These regulatory agencies, as well as consumer advocacy groups and plaintiffs' attorneys, are focusing greater attention on "disparate impact" claims. The U.S. Supreme Court recently confirmed that the "disparate impact" theory applies to cases brought under the FHA, while emphasizing that a causal relationship must be shown between a specific policy of the defendant and a discriminatory result that is not justified by a legitimate objective of the defendant. Although it is still unclear whether the theory applies under the Equal Credit Opportunity Act, regulatory agencies and private plaintiffs can be expected to continue to apply it to both the FHA and the Equal Credit Opportunity Act in the context of home loan lending and servicing. To extent that the "disparate impact" theory continues to apply, we may be faced with significant administrative burdens in attempting to comply and potential liability for failures to comply.

        Furthermore, many industry observers believe that the "ability to repay" rule issued by the CFPB, discussed above, will have the unintended consequence of having a disparate impact on protected classes. Specifically, it is possible that lenders that make only qualified mortgages may be exposed to discrimination claims under a disparate impact theory.

        In addition to reputational harm, violations of the Equal Credit Opportunity Act and the FHA can result in actual damages, punitive damages, injunctive or equitable relief, attorneys' fees and civil money penalties.

Government regulation of the internet and other aspects of our business is evolving, and we may experience unfavorable changes in or failure to comply with existing or future regulations and laws.

        We are subject to a number of regulations and laws that apply generally to businesses, as well as regulations and laws specifically governing the internet and the marketing over the internet. Existing and future regulations and laws may impede the growth and availability of the internet and online services and may limit our ability to operate our business. These laws and regulations, which continue to evolve, cover privacy and data protection, data security, pricing, content, copyrights, distribution, mobile and other communications, advertising practices, electronic contracts, consumer protections, the provision of online payment services, unencumbered internet access to our services, the design and operation of websites and the characteristics and quality of offerings online. We cannot guarantee that we have been or will be fully compliant in every jurisdiction, as it is not entirely clear how existing laws and regulations governing issues such as property ownership, consumer protection, libel and personal privacy apply or will be enforced with respect to the internet and e-commerce, as many of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues they raise. Moreover, increasing regulation and

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enforcement efforts by federal and state agencies and the prospects for private litigation claims related to our data collection, privacy policies or other e-commerce practices become more likely. In addition, the adoption of any laws or regulations, or the imposition of other legal requirements, that adversely affect our digital marketing efforts could decrease our ability to offer, or client demand for, our offerings, resulting in lower revenue. Future regulations, or changes in laws and regulations or their existing interpretations or applications, could also require us to change our business practices, raise compliance costs or other costs of doing business and materially adversely affect our business, financial condition and operating results.


Risks Related to Our Organization and Structure

We are a holding company and our principal asset after completion of this offering will be our equity interests in Holdings, and accordingly we are dependent upon distributions from Holdings to pay taxes and other expenses.

        We are a holding company and, upon completion of the reorganization transactions and this offering, our principal asset will be our ownership of Holdings. See "Organizational Structure." We have no independent means of generating revenue. As the sole managing member of Holdings, we intend to cause Holdings to make distributions to us, RHI and Dan Gilbert, the three equityholders of Holdings, in amounts sufficient to cover the taxes on their allocable share of the taxable income of Holdings, all applicable taxes payable by us, any payments we are obligated to make under the tax receivable agreement we intend to enter into as part of the reorganization transactions and other costs or expenses. However, certain laws and regulations may result in restrictions on Holdings' ability to make distributions to us or the ability of Holdings' subsidiaries to make distributions to it.

        To the extent that we need funds and Holdings or its subsidiaries are restricted from making such distributions, we may not be able to obtain such funds on terms acceptable to us or at all and as a result could suffer an adverse effect on our liquidity and financial condition.

In certain circumstances, Holdings will be required to make distributions to us, RHI and Dan Gilbert, and the distributions that Holdings will be required to make may be substantial and in excess of our tax liabilities and obligations under the tax receivable agreement. To the extent we do not distribute such excess cash, RHI and Dan Gilbert would benefit from any value attributable to such cash balances as a result of their ownership of Class B common stock (or Class A common stock, as applicable) following an exchange of their Holdings Units and corresponding shares of common stock.

        Holdings will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to us, RHI and Dan Gilbert, as holders of Holdings Units. See "Certain Relationships and Related Party Transactions—Operating Agreement of RKT Holdings, LLC." Accordingly, we will incur income taxes on our allocable share of any net taxable income of Holdings. Under the operating agreement of Holdings (the "Holdings Operating Agreement"), Holdings will generally be required from time to time to make pro rata distributions in cash to its equityholders, RHI, Dan Gilbert and us, in amounts sufficient to cover the taxes on their allocable share of the taxable income of Holdings. As a result of (i) potential non pro rata allocations of net taxable income allocable to us, RHI and Dan Gilbert, (ii) the lower tax rate applicable to corporations as compared to individuals and (iii) the favorable tax benefits that we anticipate receiving from (a) the exchange of Holdings Units and corresponding shares of Class D common stock or Class C common stock and future purchases of Holdings Units (along with corresponding shares of Class D common stock or Class C common stock) from RHI and Dan Gilbert and (b) payments under the tax receivable agreement, we expect that these tax distributions will be in amounts that exceed our tax liabilities and obligations to make payments under the tax receivable agreement. Our board of directors will

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determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, any potential dividends, stock buybacks, the payment obligations under the tax receivable agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders. No adjustments to the exchange ratio for Holdings Units and corresponding shares of common stock will be made as a result of (i) any cash distribution by Holdings or (ii) any cash that we retain and do not distribute to our stockholders, and in any event the ratio will remain one-to-one.

We will be controlled by RHI, an entity controlled by Dan Gilbert, whose interests may conflict with our interests and the interests of other stockholders.

        After giving effect to the reorganization transactions and this offering, RHI, an entity controlled by Dan Gilbert, our founder and Chairman, will hold 99.94% of our issued and outstanding Class D common stock after this offering and will control 79% of the combined voting power of our common stock. As a result, RHI will be able to control any action requiring the general approval of our stockholders as long as it owns at least 10% of our issued and outstanding common stock, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets. So long as RHI continues to directly or indirectly own a significant amount of our equity, even if such amount is less than a majority of the combined voting power of our common stock, RHI will continue to be able to substantially influence the outcome of votes on all matters requiring approval by the stockholders, including our ability to enter into certain corporate transactions. The interests of RHI could conflict with or differ from our interests or the interests of our other stockholders. For example, the concentration of ownership held by RHI could delay, defer or prevent a change of control of our Company or impede a merger, takeover or other business combination that may otherwise be favorable for us.

We will share our Chief Executive Officer and certain directors with RHI, our Chief Executive Officer will not devote his full time and attention to our affairs, and the overlap may give rise to conflicts.

        Following the completion of our initial public offering, our Chief Executive Officer, Jay Farner, will also continue to serve as Chief Executive Officer of RHI. Although we expect that Jay will devote a majority of his time to the business of the Company, he will not be able to devote his full time, effort and attention to the Company's affairs. In addition, after the completion of our initial public offering, our Chief Executive Officer, our other executive officers and the directors affiliated with RHI will continue to own equity interests in RHI. Furthermore, immediately following the completion of our initial public offering, four members of our board of directors (Dan Gilbert, Jennifer Gilbert, Matthew Rizik and Jay Farner) will also be directors and, in the case of Jay and Matthew, officers of RHI. The overlap and the ownership of RHI equity interests may lead to actual or apparent conflicts of interest with respect to matters involving or affecting our Company and RHI and its affiliates other than the Company and its subsidiaries (collectively, RHI and its affiliates other than the Company and its subsidiaries, the "RHI Affiliated Entities"). For example, there will be a potential for a conflict of interest if there are issues or disputes under the commercial arrangements that will exist between us and the RHI Affiliated Entities or if we or one of the RHI Affiliated Entities look at acquisition or investment opportunities that may be suitable for both companies. See "Certain Relationships and Related Party Transactions" for more information on the transactions and relationships between the Company and the RHI Affiliated Entities and certain policies concerning related party transactions that we will adopt following the completion of this offering.

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Our certificate of incorporation will contain a provision renouncing our interest and expectancy in certain corporate opportunities.

        Our certificate of incorporation will provide that no RHI Affiliated Entity nor any officer, director, member, partner or employee of any RHI Affiliated Entity (each, an "RHI Party") will have any duty to refrain from engaging in the same or similar business activities or lines of business, doing business with any of our clients or suppliers or employing or otherwise engaging or soliciting for employment any of our directors, officers or employees. Our certificate of incorporation will provide that, to the fullest extent permitted by applicable law, we renounce our right to certain business opportunities, and that each RHI party has no duty to communicate or offer such business opportunity to us and is not liable to us or any of our stockholders for breach of any fiduciary or other duty under statutory or common law, as a director, officer or controlling stockholder, or otherwise, by reason of the fact that any such individual pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to us. The Exchange Agreement will provide that these provisions of our certificate of incorporation may not be amended without RHI's consent for so long as RHI holds any Holdings Units. See "Certain Relationships and Related Party Transactions—Exchange Agreement." These provisions of our certificate of incorporation create the possibility that a corporate opportunity of ours may be used for the benefit of the RHI Affiliated Entities.

We are a "controlled company" within the meaning of the Exchange rules and, as a result, qualify for and intend to rely on exemptions from certain corporate governance requirements.

        After giving effect to the reorganization transactions and the closing of this offering, RHI will continue to control a majority of the voting power of our outstanding voting stock, and, as a result, we will be a controlled company within the meaning of the Exchange rules. Under the Exchange rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that:

    a majority of the board of directors consist of independent directors;

    the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

    the compensation committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

        These requirements will not apply to us as long as we remain a controlled company. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Exchange.

We are required to pay RHI and Dan Gilbert for certain tax benefits we may claim, and the amounts we may pay could be significant.

        We intend to enter into a tax receivable agreement with RHI and Dan Gilbert that will provide for the payment by us to RHI and Dan Gilbert (or their transferees of Holdings Units or other assignees) of 90% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize (computed using simplifying assumptions to address the impact of state and local taxes) as a result of (i) certain increases in our allocable share of the tax basis in Holdings' assets resulting from (a) the purchases of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) from RHI and Dan Gilbert (or their transferees of Holdings Units or other assignees) using the net proceeds from this offering or in any

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future offering, (b) exchanges by RHI and Dan Gilbert (or their transferees of Holdings Units or other assignees) of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) for cash or shares of our Class B common stock or Class A common stock, as applicable, or (c) payments under the tax receivable agreement; (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement and (iii) disproportionate allocations (if any) of tax benefits to Holdings as a result of section 704(c) of the Internal Revenue Code of 1986, as amended (the "Code") that relate to the reorganization transaction. The tax receivable agreement will make certain simplifying assumptions regarding the determination of the cash savings that we realize or are deemed to realize from the covered tax attributes, which may result in payments pursuant to the tax receivable agreement in excess of those that would result if such assumptions were not made.

        The actual tax benefit, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including, among others, the timing of exchanges by or purchases from RHI and Dan Gilbert, the price of our Class A common stock at the time of the exchanges or purchases, the extent to which such exchanges are taxable, the amount and timing of the taxable income we generate in the future and the tax rate then applicable, and the portion of our payments under the tax receivable agreement constituting imputed interest.

        Future payments under the tax receivable agreement could be substantial. Assuming that all Holdings Units eligible to be exchanged for cash or Class A common stock would be exchanged for Class A common stock by RHI and Dan Gilbert at the time of the offering and that we will have sufficient taxable income to utilize all of the tax attributes covered by the tax receivable agreement when they are first available to be utilized under applicable law, we estimate that payments to RHI and Dan Gilbert under the tax receivable agreement would aggregate to approximately $10,139 million over the next 20 years and for yearly payments over that time to range between approximately $26.3 million to $855.2 million per year, based on the initial public offering price of $18.00. The payments under the tax receivable agreement are not conditioned upon RHI's or Dan Gilbert's continued ownership of us.

        There is a possibility that under certain circumstances not all of the 90% of the applicable cash savings will be paid to the selling or exchanging holder of Holdings Units at the time described above. If we determine that such circumstances apply and all or a portion of such applicable tax savings is in doubt, we will pay to the holders of such Holdings Units the amount attributable to the portion of the applicable tax savings that we determine is not in doubt and pay the remainder at such time as we reasonably determine the actual tax savings or that the amount is no longer in doubt.

        In addition, RHI and Dan Gilbert (or their transferees or other assignees) will not reimburse us for any payments previously made if any covered tax benefits are subsequently disallowed, except that any excess payments made to RHI or Dan Gilbert (or such holder's transferees or assignees) will be netted against future payments that would otherwise be made under the tax receivable agreement with RHI and Dan Gilbert, if any, after our determination of such excess. We could make payments to RHI and Dan Gilbert under the tax receivable agreement that are greater than our actual cash tax savings and may not be able to recoup those payments, which could negatively impact our liquidity.

        In addition, the tax receivable agreement will provide that in the case of a change in control of the Company or a material breach of our obligations under the tax receivable agreement, we will be required to make a payment to RHI and Dan Gilbert in an amount equal to the present value of future payments (calculated using a discount rate equal to the lesser of 6.50% or LIBOR plus 100 basis points, which may differ from our, or a potential acquirer's, then-current cost of capital) under

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the tax receivable agreement, which payment would be based on certain assumptions, including those relating to our future taxable income. For additional discussion of LIBOR, see "—Risks Related to Our Business—We are exposed to volatility in LIBOR, which can result in higher than market interest rates and may have a detrimental effect on our business." In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our, or a potential acquirer's, liquidity and could have the effect of delaying, deferring, modifying or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. These provisions of the tax receivable agreement may result in situations where RHI and Dan Gilbert have interests that differ from or are in addition to those of our other stockholders. In addition, we could be required to make payments under the tax receivable agreement that are substantial, significantly in advance of any potential actual realization of such further tax benefits, and in excess of our, or a potential acquirer's, actual cash savings in income tax.

        Finally, because we are a holding company with no operations of our own, our ability to make payments under the tax receivable agreement is dependent on the ability of our subsidiaries to make distributions to us. Our debt agreements restrict the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the tax receivable agreement. To the extent that we are unable to make payments under the tax receivable agreement as a result of restrictions in our debt agreements, such payments will be deferred and will accrue interest until paid, which could negatively impact our results of operations and could also affect our liquidity in periods in which such payments are made.


Risks Related to This Offering and Our Class A Common Stock

No public market currently exists for our Class A common stock, and there can be no assurance that an active public market for our Class A common stock will develop.

        Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price for our Class A common stock will be determined through negotiations between us and the representatives of the underwriters and may not be indicative of the market price of our Class A common stock after this offering. If you purchase shares of our Class A common stock, you may not be able to resell those shares of Class A common stock at or above the initial public offering price. We cannot predict the extent to which investor interest in our Class A common stock will lead to the development of an active trading market on the Exchange or otherwise or how liquid that market might become. If an active public market for our Class A common stock does not develop, or is not sustained, it may be difficult for you to sell your Class A common stock at a price that is attractive to you or at all.

Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress the price of our Class A common stock.

        Additional sales of a substantial number of shares of our common stock in the public market after this offering, or the perception that such sales may occur, could have an adverse effect on our stock price and could impair our ability to raise capital through the sale of additional stock. In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our common stock. Issuing additional shares of our Class A common stock, Class B common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A common stock or both. Issuing additional shares of our Class C common stock or Class D common stock, when issued with corresponding Holdings Units, may also dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A common stock or both.

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        Upon the completion of this offering, we will have 100,372,565 shares of Class A common stock issued and outstanding (or 115,372,565 shares of Class A common stock if the underwriters exercise their option to purchase additional shares). In addition, 1,926,355,136 shares of Class A common stock (assuming the underwriters do not exercise their option to purchase any additional shares) may be issued upon the exercise of the exchange and/or conversion rights described elsewhere in this prospectus. The Class A common stock offered hereby will be freely tradable without restriction under the Securities Act of 1933, as amended (the "Securities Act"), except for any Class A common stock that may be held or acquired by our directors, executive officers and other affiliates (as that term is defined in the Securities Act), which will be restricted securities under the Securities Act. The shares of Class A common stock not being offered hereby or issuable upon the exercise of the exchange and/or conversion rights as described above will be restricted securities. Restricted securities may not be sold in the public market unless they are registered under the Securities Act or an exemption from registration is available.

        We and each of our executive officers and directors and all of our other existing equityholders have agreed with the underwriters that for a period of 180 days after the date of this prospectus, we and they will not offer, sell, assign, transfer, pledge, contract to sell or otherwise dispose of or hedge any of our Class A common stock, or any options or warrants to purchase any of our Class A common stock or any securities convertible into or exchangeable for our Class A common stock, subject to specified exceptions. The representatives of the underwriters may, in their discretion, at any time without prior notice, release all or any portion of the Class A common stock from the restrictions in any such agreement. See "Underwriting" for more information. After the lock-up agreements expire, up to an additional 1,883,652,048 shares of Class A common stock (assuming the underwriters do not exercise their option to purchase any additional shares) may be sold by these equityholders in the public market either in a registered offering or pursuant to an exemption from registration, such as Rule 144 promulgated under the Securities Act ("Rule 144"). See "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling Class A common stock after this offering.

        We have filed a registration statement under the Securities Act registering 105,263,158 shares of our Class A common stock reserved for issuance under the 2020 Omnibus Incentive Plan and our Employee Stock Purchase Plan ("ESPP"). We have entered into a Registration Rights Agreement pursuant to which we have granted demand and piggyback registration rights to RHI, Dan Gilbert and the Gilbert Affiliates. See "Shares Eligible for Future Sale" for a more detailed description of the shares that will be available for future sale upon completion of this offering.

The price of our Class A common stock may be volatile, and you may be unable to resell your Class A common stock at or above the initial public offering price or at all.

        After this offering, the market price for our Class A common stock is likely to be volatile, in part, because our Class A common stock has not previously been traded publicly. In addition, the market price for our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others:

    our reliance on our loan funding facilities to fund mortgage loans and otherwise operate our business;

    our ability to sell loans in the secondary market to a limited number of investors and to the GSEs (Fannie Mae and Freddie Mac), and to securitize our loans into MBS through the GSEs and Ginnie Mae and through our subsidiary, Woodward Capital Management LLC;

    disruptions in the secondary home loan market, including the MBS market;

    changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees;

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    our ability to maintain or grow our servicing business;

    intense competition in the markets we serve;

    failure to accurately predict the demand or growth of new financial products and services that we are developing;

    fluctuations in quarterly revenue and operating results, as well as differences between our actual financial and operating results and those expected by investors;

    the public's response to press releases or other public announcements by us or third parties, including our filings with the SEC;

    announcements relating to litigation;

    guidance, if any, that we provide to the public, any changes in such guidance or our failure to meet such guidance;

    changes in financial estimates or ratings by any securities analysts who follow our Class A common stock, our failure to meet such estimates or failure of those analysts to initiate or maintain coverage of our Class A common stock;

    the development and sustainability of an active trading market for our Class A common stock;

    investor perceptions of the investment opportunity associated with our Class A common stock relative to other investment alternatives;

    the inclusion, exclusion or deletion of our Class A stock from any trading indices;

    future sales of our Class A common stock by our officers, directors and significant stockholders;

    other events or factors, including those resulting from system failures and disruptions, hurricanes, wars, acts of terrorism, other natural disasters or responses to such events;

    price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; and

    changes in accounting principles.

        These and other factors may lower the market price of our Class A common stock, regardless of our actual operating performance. As a result, our Class A common stock may trade at prices significantly below the initial public offering price.

        In addition, the stock markets, including the Exchange, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

If you invest in our Class A common stock, you will experience dilution to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value per share of our Class A common stock.

        Purchasers of our Class A common stock in this offering will experience immediate and substantial dilution in net tangible book value per share to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value per share of our Class A common stock. After giving effect to the reorganization

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transactions, the estimated impact of the tax receivable agreement, this offering and the application of the net proceeds from this offering, on a fully exchanged and converted basis, our pro forma net tangible book value would have been approximately $3,636 million, or $1.83 per share, representing an immediate increase in net tangible book value of $0.01 per share to existing equityholders and an immediate dilution in net tangible book value of $16.16 per share to new investors in this offering. For a further description of the dilution that you will experience immediately after the closing of this offering, see "Dilution."

We do not expect to pay any cash dividends for the foreseeable future.

        We have no current plans to pay dividends on our Class A common stock. The declaration and payment of future dividends to holders of our Class A common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, legal requirements, tax obligations, restrictions in our debt instruments and other factors deemed relevant by our board of directors. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for more information on the restrictions our debt agreements impose on our ability to declare and pay cash dividends. As a holding company, our ability to pay dividends depends on our receipt of cash dividends from our subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that we or they may incur.

If we are unable to effectively implement or maintain a system of internal control over financial reporting, we may not be able to accurately or timely report our financial results and our stock price could be adversely affected.

        Section 404 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") requires us to evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year, include a management report assessing the effectiveness of our internal control over financial reporting, and include a report issued by our independent registered public accounting firm based on its audit of the Company's internal control over financial reporting, in each case, beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. We may identify weaknesses or deficiencies that we may be unable to remedy before the requisite deadline for those reports. Our ability to comply with the annual internal control report requirements will depend on the effectiveness of our financial reporting and data systems and controls across the Company. We expect these systems and controls to involve significant expenditures and to become increasingly complex as our business grows. To effectively manage this complexity, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. Any weaknesses or deficiencies or any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results and cause us to fail to meet our financial reporting obligations or result in material misstatements in our financial statements, which could adversely affect our business and reduce our stock price.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us or our business, the price of our Class A common stock and trading volume could decline.

        The trading market for our Class A common stock will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of the Company, the trading price for our Class A common

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stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who cover us downgrades our Class A common stock or publishes inaccurate or unfavorable research about us or our business, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which could cause our stock price and trading volume to decline. In addition, if our operating results fail to meet the expectations of securities analysts, our stock price would likely decline.

Our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.

        Provisions of our certificate of incorporation and our bylaws may make it more difficult for, or prevent a third party from, acquiring control of us without the approval of our board of directors. These provisions include:

    having a dual class common stock structure, which provides RHI with the ability to control the outcome of matters requiring stockholder approval, even if it beneficially owns significantly less than a majority of the shares of our outstanding common stock;

    having a classified board of directors;

    providing that, when the RHI Affiliated Entities and permitted transferees (collectively, the "RHI Parties") beneficially own less than a majority of the combined voting power of the common stock, a director may only be removed with cause by the affirmative vote of 75% of the combined voting power of our common stock;

    providing that, when the RHI Parties beneficially own less than a majority of the combined voting power of our common stock, vacancies on our board of directors, whether resulting from an increase in the number of directors or the death, removal or resignation of a director, will be filled only by our board of directors and not by stockholders;

    providing that, when the RHI Parties beneficially own less than a majority of the combined voting power of our common stock, certain amendments to our certificate of incorporation or amendments to our bylaws will require the approval of 75% of the combined voting power of our common stock;

    prohibiting stockholders from calling a special meeting of stockholders;

    authorizing stockholders to act by written consent only until the RHI Parties cease to beneficially own a majority of the combined voting power of our common stock;

    establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings;

    authorizing "blank check" preferred stock, the terms and issuance of which can be determined by our board of directors without any need for action by stockholders; and

    providing that the decision to transfer our corporate headquarters outside of Detroit, Michigan will require the approval of 75% of the combined voting power of our common stock.

        Additionally, Section 203 of the Delaware General Corporation Law (the "DGCL") prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, unless the business combination is approved in a prescribed manner. An interested stockholder includes a person, individually or together with any other interested stockholder, who within the last three years has owned 15% of our voting stock. We will opt out of Section 203 of the DGCL, but our certificate of incorporation will include a provision that restricts us from engaging in any business combination with an interested stockholder for three years following the date that

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person becomes an interested stockholder. Such restrictions, however, do not apply to any business combination between RHI, any direct or indirect equityholder of RHI or any person that acquires (other than in connection with a registered public offering) our voting stock from RHI or any of its affiliates or successors or any "group," or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act and who is designated in writing by RHI as an "RHI Transferee", on the one hand, and us, on the other.

        Until the RHI Parties cease to beneficially own at least 50% of the voting power of our common stock, RHI will be able to control all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and certain corporate transactions. Together, these provisions of our certificate of incorporation and bylaws could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our Class A common stock. Furthermore, the existence of the foregoing provisions, as well as the significant Class A common stock beneficially owned by RHI, could limit the price that investors might be willing to pay in the future for shares of our Class A common stock. They could also deter potential acquirers of us, thereby reducing the likelihood that you could receive a premium for your Class A common stock in an acquisition.

The provision of our certificate of incorporation requiring exclusive forum in certain courts in the State of Michigan or the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

        Our certificate of incorporation will require, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or stockholders to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our certificate of incorporation or our bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Third Judicial Circuit, Wayne County, Michigan (or, if the Third Judicial Circuit, Wayne County, Michigan lacks jurisdiction over such action or proceeding, then another state court of the State of Michigan or, if no state court of the State of Michigan has jurisdiction, the United States District Court for the Eastern District of Michigan) or the Court of Chancery of the State of Delaware (or if the Court of Chancery of the State of Delaware lacks jurisdiction, any other state court of the State of Delaware, or if no state court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware), unless we consent in writing to the selection of an alternative forum. The foregoing provision will not apply to claims arising under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware or Michigan law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. Further, in the event a court finds either exclusive forum provision contained in our certificate of incorporation to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

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Transformation into a public company may increase our costs and disrupt the regular operations of our business.

        We have historically operated as a privately owned company, and we have incurred, and expect to in the future incur, significant additional legal, accounting, reporting and other expenses as a result of having publicly traded common stock, including, but not limited to, increased costs related to auditor fees, legal fees, directors' fees, directors and officers insurance, investor relations and various other costs. We also anticipate that we will incur costs associated with corporate governance requirements, including requirements under the Exchange Act, Sarbanes-Oxley and the Dodd-Frank Act, as well as rules implemented by the SEC and the Exchange. Compliance with these rules and regulations will make some activities more difficult, time-consuming, or costly, and increase demand, and as a result may place a strain, on our systems and resources. Moreover, the additional demands associated with being a public company may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities. Furthermore, because we have not operated as a company with publicly traded common stock in the past, we might not be successful in implementing these requirements.

        In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, which could have an adverse effect on our business, financial condition and results of operations.

The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.

        In July 2017, S&P Dow Jones and FTSE Russell announced changes to their eligibility criteria for the inclusion of shares of public companies on certain indices, including the Russell 2000, the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600, to exclude companies with multiple classes of shares of common stock from being added to these indices. As a result, our dual class capital structure would make us ineligible for inclusion in any of these indices, and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock. Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from indices could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" and include, among other things, statements relating to:

    our strategy, outlook and growth prospects;

    our operational and financial targets and dividend policy;

    general economic trends and trends in the industry and markets; and

    the competitive environment in which we operate.

        These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause our results to vary from expectations include, but are not limited to:

    the unique challenges posed to our business by the COVID-19 pandemic and the effects of the pandemic on our ability to originate mortgages, our servicing operations, our liquidity and our employees;

    disruption of our business due to technology failures, including a failure in our operational or security systems or infrastructure, or those of third parties;

    our ability to adapt and to implement technological changes;

    our inability to connect with consumers through internet search engines and app market places;

    cyberattacks and other data and security breaches;

    our inability to make technological improvements quickly;

    our use of software, hardware and services that may be difficult to replace;

    failure to comply with the terms of one or more of the open source licenses that some aspects of our platform is dependent on;

    our inability to adequately obtain, maintain, protect and enforce our intellectual property and potential intellectual property disputes related to our use of the intellectual property of third parties;

    the potential termination of the license agreement between our subsidiary Quicken Loans and Intuit, Inc. governing the use of the "Quicken Loans" name and trademark;

    our dependence on macroeconomic and U.S. residential real estate market conditions;

    changes in U.S. monetary policies that affect interest rates;

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    ineffective risk management efforts;

    potential employment litigation and unfavorable publicity;

    our inability to hire, train and retain qualified personnel to support our growth;

    loss of our key management;

    failure to maintain our corporate culture;

    distraction of management due to acquisitions or strategic alliances;

    failure to accurately predict the demand or growth of new products and services that we are developing;

    the various legal actions that we are party to;

    our reliance on our loan funding facilities to fund mortgage loans and otherwise operate our business;

    our inability to continue to grow our loan origination business or effectively manage significant increases in our loan origination volume;

    a decrease in the value of the collateral underlying certain of our loan funding facilities causing an unanticipated margin call;

    our ability to sell loans in the secondary market to a limited number of investors and to the GSEs (Fannie Mae and Freddie Mac), and to securitize our loans into MBS through the GSEs and Ginnie Mae;

    disruptions in the secondary home loan market, including the MBS market;

    changes in the GSEs', FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees;

    any changes in Fannie Mae and Freddie Mac and certain U.S. government agencies or their current roles;

    delays in recovery or our inability to recover servicing advances that we are required to make;

    risks associated with our counterparties potentially terminating our servicing rights and subservicing contracts;

    failure to maintain the ratings assigned to us by a rating agency;

    a decline in market share for our origination business, a decline in repeat clients and an inability to recapture loans from clients who refinance;

    the high volatility in value, or inaccuracies in our estimates of value of our MSRs;

    our ability to repurchase or substitute mortgage loans or MSRs that we have sold, or indemnify purchasers of our mortgage loans or MSRs;

    intense competition in the markets we serve;

    errors in the credit decisioning and scoring models that we use;

    high degrees of business and financial risk associated with certain of our loans;

    our ability to collect on our personal loans, which are not secured, guaranteed or insured, if a client is unwilling or unable to repay;

    fraud that could result in significant losses and harm to our reputation;

    the conduct of the brokers through whom we originate our wholesale home loans;

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    volatility in LIBOR;

    failure of our hedging strategies to mitigate risks associated with changes in interest rates;

    failure of our internal models to produce reliable and/or valid results;

    failure to accurately estimate the fair value of a substantial portion of our assets;

    future changes in accounting principles generally accepted in the United States;

    challenges to the MERS System;

    negative public opinion and damage to our reputation;

    regulation of title insurance rates;

    Amrock's position as an agent utilizing third party vendors for issuing a significant amount of title insurance policies;

    increased risks, uncertainties, expenses and difficulties due to the relatively limited operating history of our subsidiary, Rocket Loans;

    the business model of our subsidiary, Rocket Homes;

    potential rise in costs related to the digital media operations of our subsidiary Core Digital Media;

    our expansion into the Canadian mortgage market;

    changes in tax laws;

    terrorist attacks and other acts of violence or war;

    earthquakes, fires, floods and other natural catastrophic events and interruption by man-made problems such as strikes;

    noncompliance with an increasing and inconsistent body of complex laws and regulations, including with respect to data privacy, at the U.S. federal, state and local levels, as well as in Canada;

    increased regulatory compliance burden and associated costs associated with the CFPB monitoring the loan origination and servicing sectors, and its recently issued rules;

    failure to comply with applicable state law;

    failure to comply with the TRID rules;

    material changes to the laws, regulations or practices applicable to mortgage loan origination and servicing in general, and to reverse mortgage programs operated by FHA and HUD;

    our inability to obtain and maintain the appropriate state licenses;

    failure to comply with the TCPA and other laws and regulations regarding our use of telemarketing;

    increased operating costs associated with any new laws, regulations regarding foreclosure procedures and timelines;

    the potential for regulatory examinations or investigations of our servicing operations;

    potential violations of predatory lending and/or servicing laws;

    failure to comply with existing or future regulations and laws governing the internet and marketing over the internet;

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    being a holding company and relying upon distributions from Holdings to pay taxes and other expenses;

    tax considerations of any distribution;

    our control by RHI;

    overlap of directors and an executive officer with RHI and its affiliates;

    renunciation of certain corporate opportunities;

    our reliance on exemptions from certain corporate governance requirements in connection to us being a "controlled company" within the meaning of the Exchange rules;

    requirement to pay RHI and Dan Gilbert for certain tax benefits we may claim;

    failure of an active public market for our Class A common stock developing;

    future sales of our Class A common stock, or the perception in the public markets that these sales may occur;

    volatility in the price of our Class A common stock;

    dilution in our Class A common stock as a result of this offering;

    no expectation to pay any cash dividends for the foreseeable future;

    our inability to effectively implement or maintain a system of internal control over financial reporting;

    securities or industry analysts not publishing research or publishing inaccurate or unfavorable research about us or our business;

    our organizational documents may impede or discourage a takeover;

    the provision of our certificate of incorporation requiring exclusive forum in the state courts in the State of Michigan or the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers;

    transformation into a public company may increase our costs and disrupt the regular operations of our business;

    the dual class structure of our common stock; and

    other risks, uncertainties and factors set forth in this prospectus, including those set forth under "Risk Factors."

        These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

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Table of Contents

ORGANIZATIONAL STRUCTURE

Structure Prior to the Reorganization Transactions

        We and our predecessors have been in the mortgage loan origination and servicing business for 35 years. We conduct our business through Quicken Loans and its subsidiaries as well as other subsidiaries of RHI. Dan Gilbert, our founder and Chairman, is the principal stockholder of RHI.

        Prior to the commencement of the reorganization transactions, all of the outstanding equity interests of Quicken Loans, as well as all or a majority of the outstanding equity interests in our other operating subsidiaries, that historically have operated our businesses, were directly or indirectly owned by RHI.

        The following diagram depicts our organizational structure prior to the reorganization transactions. This chart is provided for illustrative purposes only and does not purport to represent all legal entities within our organizational structure.

GRAPHIC

The Reorganization Transactions

        Prior to the completion of this offering, we will consummate an internal reorganization, which we refer to as the "reorganization transactions." In connection with the reorganization transactions, the following steps have occurred or will occur: