0000933136-25-000023.txt : 20250304 0000933136-25-000023.hdr.sgml : 20250304 20250304194706 ACCESSION NUMBER: 0000933136-25-000023 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250301 FILED AS OF DATE: 20250304 DATE AS OF CHANGE: 20250304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bray Jesse K CENTRAL INDEX KEY: 0001543932 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14667 FILM NUMBER: 25707909 MAIL ADDRESS: STREET 1: 8950 CYPRESS WATERS BOULEVARD CITY: COPPELL STATE: TX ZIP: 75019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mr. Cooper Group Inc. CENTRAL INDEX KEY: 0000933136 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance IRS NUMBER: 911653725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8950 CYPRESS WATERS BLVD. CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: 469-549-2000 MAIL ADDRESS: STREET 1: 8950 CYPRESS WATERS BLVD. CITY: COPPELL STATE: TX ZIP: 75019 FORMER COMPANY: FORMER CONFORMED NAME: WMIH CORP. DATE OF NAME CHANGE: 20150512 FORMER COMPANY: FORMER CONFORMED NAME: WMI HOLDINGS CORP. DATE OF NAME CHANGE: 20120320 FORMER COMPANY: FORMER CONFORMED NAME: WASHINGTON MUTUAL, INC DATE OF NAME CHANGE: 20061017 4 1 wk-form4_1741135619.xml FORM 4 X0508 4 2025-03-01 0 0000933136 Mr. Cooper Group Inc. COOP 0001543932 Bray Jesse K 8950 CYPRESS WATERS BLVD. COPPELL TX 75019 1 1 0 0 Chief Executive Officer 1 Common Stock 2025-03-01 4 F 0 25946 112.37 D 206125 D Common Stock 2025-03-01 4 A 0 32260 0 A 238385 D Common Stock 2025-03-03 4 M 0 129562 0 A 367947 D Common Stock 2025-03-03 4 F 0 50983 112.37 D 316964 D Common Stock 2025-03-03 4 S 0 30000 112.24 D 698821 I By The Jesse K. Bray Living Trust 2025 Performance Stock Units 2025-03-01 4 A 0 47834 A Common Stock 47834 47834 D 2022 Performance Stock Units 2025-03-03 4 M 0 129562 0 D Common Stock 129562 0 D Number of shares forfeited to pay tax withholding obligations upon the vesting of restricted stock units ("RSUs") granted by the Issuer under its 2019 Omnibus Incentive Plan. Represents a RSU award to the Reporting Person pursuant to Issuer's 2019 Omnibus Incentive Plan and is subject to the terms and conditions of the award agreement. Each RSU represents a contingent right to receive one share of Issuer's Common Stock. One-third of such RSUs shall vest on each of the first three anniversaries of the grant date; provided that the executive officer remains continuously employed by the Company through each such applicable vesting date. On March 3, 2025, 129,562 performance stock units ("PSUs") vested and converted into 129,562 shares of Common Stock, par value $.01 per share, pursuant to the terms of the award agreement dated March 1, 2022, which was subject to the achievement of total shareholder return ("TSR") performance vesting criteria that was determined to have been satisfied on March 3, 2025. Number of shares forfeited to pay tax withholding obligations upon the vesting of PSUs granted by the Issuer under the 2019 Omnibus Incentive Plan. The sales reported on this Form 4 were effected pursuant to a previously announced Rule 10b5-1 trading plan adopted by the Jesse K. Bray Living Trust (the "Trust") on June 13, 2024. The price reported in Column 4 is a weighted average price; the shares were sold in multiple transactions at prices ranging from $109.94 to $113.90, inclusive. Reporting Person, on behalf of the Trust, undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Represents a grant of a target number of PSUs which are eligible to vest and be settled into shares of Common Stock in an amount between 0% and 200% of the target based on achievement of relative TSR and annualized tangible book value growth performance vesting criteria over a period of three years from January 1, 2025 through December 31, 2027, with 100% of the PSUs eligible to vest on the later of (a) the date Issuer's Compensation Committee certifies the achievement of the performance hurdles and (b) March 1, 2028. Converts to Common Stock on a one-for-one basis. The number of shares of Common Stock that would be received upon vesting of the PSUs, if any, may vary from 0% to 200% of the number shown depending on specified TSR performance over the relevant vesting period. The PSUs vest, if at all and to the extent of specified TSR performance, over a period of three years from March 1, 2022 through December 31, 2024. /s/Katherine K. Connell, Attorney-in-Fact 2025-03-04