As filed with the Securities and Exchange Commission on April 7, 2025

No. 333-     ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933​

Rocket Companies, Inc.
(Exact name of registrant as specified in its charter)

1050 Woodward Avenue
Detroit, MI 48226
(313) 373-7990

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Varun Krishna
Chief Executive Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226
(313) 373-7990

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY, SUBJECT TO COMPLETION, DATED APRIL 7, 2025

1099 Stewart Street, Suite 600
Seattle, WA 98101
(206) 576-8610

Dear Redfin Corporation Stockholder:

You are cordially invited to attend a virtual special meeting of stockholders of Redfin Corporation (for purposes of this letter and Redfin’s notice of the Redfin virtual special meeting of stockholders, “Redfin,” “we,” “us,” or “our”). The Redfin virtual special meeting will be held exclusively online via live webcast on [   ], 2025, at [   ] p.m., Pacific Time. There will not be a physical meeting location. The Redfin virtual special meeting can be accessed by visiting www.virtualshareholdermeeting.com/RDFN2025SM, where you will be able to listen to the meeting live, submit questions and vote online. Please note that you will not be able to attend the Redfin virtual special meeting in person. We believe that a virtual stockholder meeting provides greater access to those who may want to attend while improving meeting efficiency and reducing costs.

At the Redfin virtual special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of March 9, 2025, by and among Rocket Companies, Inc. (“Rocket”), a Delaware corporation, Neptune Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Rocket, and Redfin. Upon the terms and subject to the conditions of the Merger Agreement, if the merger is completed, Merger Sub will merge with and into Redfin (the “Merger”), with Redfin surviving the Merger as a wholly owned subsidiary of Rocket.

If the Merger Agreement is adopted with the affirmative vote of the holders of a majority of Redfin’s common stock, $0.001 par value per share (the “Redfin common stock”), entitled to vote on such matter, and the Merger is completed, holders of Redfin common stock (other than shares held by (i) Redfin, including in treasury, (ii) Rocket or (iii) Rocket’s subsidiaries, including Merger Sub) will have the right to receive for each share of Redfin common stock held by such Redfin stockholder 0.7926 shares of Rocket’s Class A common stock, $0.00001 par value per share (the “Rocket Class A common stock”), plus any cash payable in lieu of fractional shares, without interest.

Redfin common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “RDFN.” Rocket Class A common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “RKT.” The closing price of Redfin common stock on Nasdaq on [   ], 2025, the most recent practicable date prior to the date of the accompanying proxy statement/prospectus, was $[      ] per share.

The Redfin board of directors (the “Redfin Board”) carefully considered a number of factors in evaluating the terms of the Merger Agreement. Based on such consideration, the Redfin Board unanimously determined that the Merger and the Merger Agreement are fair to and in the best interests of Redfin stockholders. Accordingly, the Redfin Board has unanimously approved the Merger Agreement and the Merger and recommends that you vote (1) “FOR” the proposal to adopt the Merger Agreement and (2) “FOR” the approval, on a non-binding advisory basis, of the compensation that may be paid or become payable to our named executive officers in connection with the proposed Merger.

The enclosed proxy statement/prospectus provides detailed information about the Redfin virtual special meeting, the Merger Agreement, the Merger and the other proposal to be voted on at the Redfin virtual special meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement/​prospectus (which includes a copy of the certificate of incorporation of the surviving corporation within Exhibit B thereto). We encourage you to read the proxy statement/prospectus carefully in its entirety.

Your vote is very important, regardless of the number of shares you own. The proposal to adopt the Merger Agreement must be approved by the affirmative vote of the holders of a majority of the outstanding shares of Redfin common stock entitled to vote on such matter. Only stockholders who owned shares of Redfin

common stock at the close of business on [   ], 2025, the record date for the Redfin virtual special meeting, will be entitled to vote at the Redfin virtual special meeting.

To vote your shares, you may submit a proxy via the Internet or by telephone, as specified in the Internet and telephone voting instructions on your proxy card, return your proxy card prior to the Redfin virtual special meeting using the postage prepaid envelope provided, or attend the Redfin virtual special meeting and vote at the meeting. If your shares are held in the name of a brokerage firm, bank, trust or other nominee, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares. If you wish to vote at the meeting, you may be instructed to obtain a legal proxy, executed in your favor, from that record holder, giving you the right to vote the shares at the Redfin virtual special meeting. Even if you plan to attend the Redfin virtual special meeting, we urge you to promptly submit a proxy for your shares via the Internet or by telephone or by completing, signing, dating and returning the enclosed proxy card. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page [   ].

If your shares of Redfin common stock are registered directly in your name, you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Because the proposals are “non-routine matters,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on the proposals. If your shares of Redfin common stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with the proxy statement/prospectus. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the Redfin virtual special meeting for purposes of establishing a quorum at the Redfin virtual special meeting and will be voted as instructed with respect to the proposal as to which instructions were given and will not be voted with respect to the other proposal.

If you fail to submit your proxy via the Internet or telephone, return your proxy card prior to the Redfin virtual special meeting, attend the Redfin virtual special meeting and vote at the meeting, or give voting instructions to your brokerage firm, bank, trust or other nominee, then your shares will not be counted for determining whether a quorum is present at the Redfin virtual special meeting and your decision not to respond will have the same effect as if you voted “AGAINST” the adoption of the Merger Agreement.

If you attend the Redfin virtual special meeting and wish to vote at the meeting, you may revoke your proxy and vote at the meeting. You may revoke your proxy in the manner described in the enclosed proxy statement/prospectus at any time before it has been voted at the Redfin virtual special meeting.

Thank you for your continued support of Redfin.

Sincerely,

Glenn Kelman
Chief Executive Officer
[   ], 2025

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [   ], 2025, and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about [   ], 2025.

 

1099 Stewart Street, Suite 600
Seattle, WA 98101
(206) 576-8610

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [  ], 2025

Virtual Meeting Only — No Physical Meeting Location

Dear Redfin Stockholders:

We are pleased to invite you to attend the special meeting of Redfin stockholders, which will be held on [  ], 2025, at [  ] (Pacific Time) (the “Redfin virtual special meeting”). The Redfin virtual special meeting will be conducted via live webcast at www.virtualshareholdermeeting.com/RDFN2025SM for the following purposes:

•

Proposal 1:   To adopt the Agreement and Plan of Merger, dated March 9, 2025, among Rocket Companies, Inc. (“Rocket”), Neptune Merger Sub, Inc. (“Merger Sub”) and Redfin Corporation (“Redfin”), as may be amended from time to time, pursuant to which Merger Sub will merge with and into Redfin (the “Merger”), with Redfin surviving the Merger as a wholly owned subsidiary of Rocket. A copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus accompanying this notice. We refer to this proposal as the “merger proposal.”

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•

Proposal 2:   To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Redfin’s named executive officers in connection with the proposed Merger. We refer to this proposal as the “compensation proposal.”

​

Redfin will transact no other business at the special meeting except the matters set forth in this notice. Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the Redfin virtual special meeting.

In order to attend the Redfin virtual special meeting, as well as vote, you will need to visit www.virtualshareholdermeeting.com/RDFN2025SM and enter the 16-digit Control Number shown on your proxy card. Please be sure to follow instructions found on your proxy card and/or voting authorization form.

At a meeting of the board of directors of Redfin (the “Redfin Board”) held on March 9, 2025, the Redfin Board determined that the Merger Agreement and the transactions are fair to, advisable and in the best interests of, Redfin and Redfin stockholders; approved and declared advisable the Merger Agreement and the transactions contemplated thereby, on the terms and subject to the conditions set forth in the Merger Agreement; authorized and approved the execution, delivery and performance by Redfin of the Merger Agreement and the consummation by Redfin of the transactions contemplated thereby and recommended that Redfin stockholders adopt the Merger Agreement and directed that the Merger Agreement be submitted to a vote at a meeting of Redfin stockholders.

The Redfin Board recommends that Redfin stockholders vote “FOR” the merger proposal and “FOR” the compensation proposal.

Holders of record of shares of Redfin common stock, at the close of business on [  ], 2025 (the “record date”), are entitled to notice of, and may vote at, the Redfin virtual special meeting and any adjournment thereof. A list of Redfin stockholders entitled to vote at the Redfin virtual special meeting will be available for inspection at Redfin’s principal executive offices, located at 1099 Stewart Street, Suite 600, Seattle, WA 98101, for a period of 10 days ending on the date before the date of the Redfin virtual special meeting date for any purpose germane to the Redfin virtual special meeting, during ordinary business hours.

 

 

Approval of the merger proposal requires the affirmative vote of holders of Redfin common stock representing a majority of the outstanding shares of Redfin common stock entitled to vote on such matter at the Redfin virtual special meeting. Approval of the compensation proposal requires the affirmative vote of holders of Redfin common stock representing a majority of the votes cast on such matter at the Redfin virtual special meeting.

In considering the information contained in this proxy statement/prospectus, you should be aware that certain of Redfin’s directors and executive officers may have interests in the Merger that are in addition to, or different from, your interests as a Redfin stockholder. The Redfin Board was aware of these interests and considered them, among other matters, in approving the Merger and the Merger Agreement and in making the recommendation that you adopt the Merger Agreement. For additional details about these interests, see the sections titled “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger” beginning on page [  ].

Your vote is important. Whether or not you expect to attend the Redfin virtual special meeting virtually, we urge you to vote your shares as promptly as possible by (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Redfin virtual special meeting. If your shares are held in “street name” through a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder. In lieu of receiving a proxy card, participants in certain benefit plans of Redfin and certain participating Redfin subsidiaries have been furnished with voting instruction cards, which will be provided separately to applicable plan participants. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered, with respect to those shares, the stockholder of record. In such case, these proxy materials are being sent directly to you.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders May Call Toll-Free: +1 (877) 456-3510
Banks & Brokers May Call Collect: +1 (212) 750-5833

Under the DGCL (as defined below), Redfin stockholders are not entitled to appraisal rights in connection with the Merger or any other transaction contemplated by the Merger Agreement. Please see the section titled “No Appraisal Rights” beginning on page [  ].

Sincerely,

David Lissy
Chairman of the Board

[  ], 2025

We are pleased to invite you to attend the Redfin virtual special meeting, conducted via live webcast, at www.virtualshareholdermeeting.com/RDFN2025SM. You will not be able to attend the special meeting in person. Whether or not you expect to attend the virtual special meeting, please complete, date, sign and return the proxy card that may be delivered to you or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the virtual special meeting. Even if you have voted by proxy, you may still vote if you attend the virtual special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the special meeting, you may be instructed to obtain a legal proxy form from your broker, bank or other nominee and submit a copy in advance of the special meeting.

 

 

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Rocket, Redfin and Mr. Cooper Group Inc. (“Mr. Cooper”) and their respective subsidiaries from documents filed with the Securities and Exchange Commission (“SEC”) that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section titled “Where You Can Find More Information” beginning on page [   ].

You can also obtain any of the documents incorporated by reference into, or included as annexes to, this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to Rocket:

Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226
(313) 373-7990

For information related to Redfin:

Redfin Corporation
1099 Stewart Street, Suite 600
Seattle, WA 98101
(206) 576-8610

To receive timely delivery of the documents in advance of the special meeting of Redfin stockholders, you should make your request no later than [   ], 2025, which is five business days before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/​prospectus without charge through the SEC website at www.sec.gov. In addition, you may obtain copies of documents filed by Rocket with the SEC by accessing Rocket’s website at https://ir.rocketcompanies.com under the tab “Financials” and then under the heading “SEC Filings.” You may also obtain copies of documents filed by Redfin with the SEC by accessing Redfin’s website at https://investors.redfin.com under the tab “Financial Info” and then under the heading “SEC Filings.” You may also obtain copies of documents filed by Mr. Cooper with the SEC by accessing Mr. Cooper’s website at https://investors.mrcoopergroup.com under the tab “Financials” and then under the heading “SEC Filings.”

We are not incorporating the contents of the websites of the SEC, Rocket, Redfin, Mr. Cooper or any other entity into this proxy statement/prospectus. We are providing information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

 

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Rocket (File No. 333-[   ]), constitutes a prospectus of Rocket under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Rocket Class A common stock to be issued to Redfin stockholders pursuant to the Merger Agreement (other than Redfin common stock owned directly or indirectly by Rocket, Redfin, Merger Sub or any of Rocket’s or Merger Sub’s respective wholly owned subsidiaries immediately prior to the effective time of the Merger). This document also constitutes a proxy statement of Redfin under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which Redfin stockholders will be asked to consider and vote on the adoption of the Merger Agreement and a related proposal.

This proxy statement/prospectus does not relate to Rocket’s previously announced acquisition of Mr. Cooper (the “Mr. Cooper Acquisition”) and is not a prospectus with respect to the shares of Rocket Class A common stock to be issued to Mr. Cooper stockholders.

Rocket has supplied all information contained in this proxy statement/prospectus (including the annexes hereto) or incorporated by reference herein relating to Rocket and Merger Sub, and Redfin has supplied all information contained in this proxy statement/prospectus (including the annexes hereto) or incorporated by reference herein relating to Redfin.

You should rely only on the information contained in, and incorporated by reference into, this proxy statement/prospectus. Rocket and Redfin have not authorized anyone to provide you with information other than the information that is contained in, or incorporated by reference into, this proxy statement/​prospectus. Rocket and Redfin take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated [   ], 2025, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into, or included as annexes to, this proxy statement/prospectus is accurate as of any date other than the date of such document. Neither Rocket nor Redfin assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law. Neither the mailing of this proxy statement/prospectus to Redfin stockholders nor the issuance by Rocket of shares of Rocket Class A common stock pursuant to the Merger Agreement will create any implication to the contrary.

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

 

iii

 

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE VIRTUAL SPECIAL MEETING

The following are brief answers to certain questions that Redfin stockholders may have regarding the Merger, the Merger Agreement, the issuance of shares of Rocket Class A common stock in connection with the Merger, the Redfin virtual special meeting, and other matters to be considered at the Redfin virtual special meeting. The below also addresses certain questions about Rocket’s Up-C Collapse (as defined below), the closing of which is a condition to Redfin’s obligation to effect the Closing (as defined below). Rocket and Redfin urge you to carefully read the remainder of this proxy statement/prospectus and additional important information contained in the annexes and exhibits to, and the documents incorporated by reference into, this proxy statement/prospectus because the information in this section may not provide all of the information that might be important to you as a Redfin stockholder in determining how to vote. See the section titled “Where You Can Find More Information” beginning on page [  ].

Q:   What is the proposed transaction?

A:

On March 9, 2025, Rocket Companies, Inc. (“Rocket”), Redfin Corporation (“Redfin”) and Merger Sub entered into the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”). A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

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Under the terms of the Merger Agreement, Merger Sub will merge with and into Redfin, with Redfin continuing as a direct, wholly owned subsidiary of Rocket (the “Merger”). If the Merger is completed, holders of Redfin common stock, $0.001 par value per share (the “Redfin common stock”) (other than shares held by (i) Redfin, including in treasury, (ii) Rocket or (iii) Rocket’s subsidiaries, including Merger Sub) (“Redfin stockholders”) will have the right to receive for each share of Redfin common stock held by such Redfin stockholder, 0.7926 shares of Rocket Class A common stock, $0.00001 par value per share (the “Rocket Class A common stock”) (the number of shares of Rocket Class A common stock in exchange for each share of Redfin common stock, the “Exchange Ratio”) and cash in lieu of fractional shares, without interest. The Exchange Ratio will not reflect changes in the market price of Redfin common stock or Rocket Class A common stock between the date of signing of the Merger Agreement and consummation of the Merger.

Q:   Why am I receiving this proxy statement/prospectus?

A:

In order to complete the Merger, among other things, Redfin stockholders must vote to adopt the Merger Agreement (the “merger proposal”).

​

You are receiving this proxy statement/prospectus because you were a Redfin stockholder as of
[           ], 2025, the record date (the “record date”) for the special meeting of Redfin stockholders, which will be held on [           ], 2025, at [           ] (Pacific Time) (including any postponement or adjournment thereof, the “Redfin virtual special meeting”). Redfin is holding a virtual special meeting of stockholders to obtain the stockholder approval necessary to approve the merger proposal.

In addition, Redfin stockholders will also be asked to approve a proposal to cast an advisory (non-binding) vote on the compensation that may be paid or become payable to Redfin’s named executive officers in connection with the proposed Merger (the “compensation proposal”). It is important that Redfin stockholders vote their Redfin common stock on each of these matters, regardless of the number of shares owned.

YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO VOTE AS SOON AS POSSIBLE.

Q:   Who is soliciting my proxy?

A:

Proxies in the form enclosed with this proxy statement/prospectus are being solicited from Redfin stockholders by the Redfin board of directors (the “Redfin Board”) and management team.

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Q:   When and where will the meetings be held?

A:

The Redfin virtual special meeting will be held virtually on [           ], 2025, at [           ] (Pacific Time). There will be no physical meeting location. In order to attend the Redfin virtual special meeting, as well as vote, you will need to visit www.virtualshareholdermeeting.com/RDFN2025SM and enter the 16-digit Control Number shown on your proxy card. Please be sure to follow instructions found on your proxy card and/or voting authorization form.

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Q:   What will Redfin stockholders receive in the Merger?

A:

In connection with the consummation of the Merger (the “Closing” and the date that the Closing takes place, the “Closing Date”), Redfin stockholders will have the right to receive for each share of Redfin common stock held by such Redfin stockholder 0.7926 shares of Rocket Class A common stock, plus any cash payable in lieu of fractional shares, without interest. The Exchange Ratio will not reflect changes in the market price of Redfin common stock or Rocket Class A common stock between the date of signing of the Merger Agreement and consummation of the Merger.

​

We encourage you to obtain current market quotations of Rocket Class A common stock and Redfin common stock before voting.

Rocket stockholders will continue to own their existing shares of Rocket Class A common stock. Rocket Class A common stock is currently traded on the New York Stock Exchange (“NYSE”) under the symbol “RKT” and Redfin common stock is currently traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “RDFN.”

Q:   After applying the Exchange Ratio, how will fractional shares be handled?

A:

No fractional shares of Rocket Class A common stock will be issued in connection with the Merger. Equiniti Trust Company, LLC or another reputable bank or trust company selected by Rocket and reasonably acceptable to Redfin to act as the exchange agent in the Merger (the “Exchange Agent”), acting as agent for the Redfin stockholders otherwise entitled to receive fractional shares of Rocket Class A common stock, without interest, at the Closing, will aggregate all fractional shares of Rocket Class A common stock that would otherwise have been required to be distributed and cause them to be sold in the open market for the accounts of such holders. Each holder of Redfin common stock who would otherwise have been entitled to receive a fraction of a share of Rocket Class A common stock will receive cash rounded down to the nearest whole cent and without interest in such holder’s pro rata share of the proceeds from such sale by the Exchange Agent if any, less applicable, fees and expenses, including broker fees.

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Q:   How does the Exchange Ratio affect the ownership of Rocket after completion of the Merger?

A:

Immediately following the completion of the Merger, Rocket stockholders as of immediately prior to the Merger are expected to collectively own approximately 95% of the outstanding capital stock of the combined company and Redfin stockholders as of immediately prior to the Merger are expected to collectively own approximately 5% of the outstanding capital stock of the combined company, in each case calculated as of March 9, 2025. The exact ownership interests of Rocket stockholders and Redfin stockholders in the combined company immediately following the Merger will depend on the number of shares of Rocket Class A common stock and the number of shares of Redfin common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”).

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Q:   How do Redfin stockholders vote?

A:

Stockholder of Record; Shares Registered in Your Name

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If you are a stockholder of record of Redfin, you may vote at the Redfin virtual special meeting, vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using the proxy card that may be delivered to you. Whether or not you plan to attend the Redfin virtual special meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual special meeting and vote even if you have already voted by proxy.

 

2

 

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VOTE DURING THE SPECIAL MEETING:   To vote during the live webcast of the Redfin virtual special meeting, you will need to visit www.virtualshareholdermeeting.com/RDFN2025SM and enter the 16-digit Control Number shown on your proxy card. Please be sure to follow instructions found on your proxy card and/or voting authorization form. Stockholders will be able to attend the Redfin virtual special meeting platform beginning at [           ] (Pacific Time) on [           ], 2025.

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TO VOTE BY PHONE:   To vote over the telephone, dial 1-800-690-6903 using any touch-tone telephone to transmit your voting instructions. Vote by [           ] (Pacific Time) on [          ], 2025. Have your proxy card in hand when you call and then follow the instructions.

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TO VOTE BY INTERNET:   You can vote over the Internet at www.proxyvote.com. Vote by
[           ] (Pacific Time) on [           ], 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

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TO VOTE BY PROXY CARD:   To vote using the proxy card, simply complete, sign and date the proxy card delivered to you and return it promptly in the postage-prepaid envelope we have provided or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you return your signed proxy card to us before the Redfin virtual special meeting, we will vote your shares as you direct.

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Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your brokerage firm, bank or other agent, you should have received a voting instruction form with the proxy card delivered to you from that organization rather than from Redfin. Simply complete and mail the voting instruction form in accordance with your broker, bank or other agent’s instructions to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker, bank or other agent. To vote at the Redfin virtual special meeting, you will need to visit www.virtualshareholdermeeting.com/RDFN2025SM. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the Redfin virtual special meeting. Further instruction will be provided to you as part of your registration process.

If you are a stockholder of record, internet proxy voting allows you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Q:   What are the voting deadlines?

A:

If you are a Redfin stockholder, the deadline for submitting a proxy using the Internet or the telephone is 11:59 p.m. (Eastern Time) on [           ], 2025. If you received your special meeting materials by mail, you may complete, sign and date the proxy card or voting instruction card and return it in the prepaid envelope. All holders of Redfin common stock as of the close of business on the record date may vote virtually at the Redfin virtual special meeting. For detailed information, see the section titled “The Redfin Virtual Special Meeting” beginning on page [ ].

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Q:   What vote is required to approve each proposal at the Redfin virtual special meeting?

A:

Merger Proposal.   Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Redfin common stock entitled to vote at the Redfin virtual special meeting. Failure to vote virtually or by proxy at the special meeting, abstentions, and broker non-votes (if any) will have the same effect as a vote against the merger proposal, assuming that a quorum is present at the Redfin virtual special meeting. Shares of Redfin common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon.

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Compensation Proposal.   Approval of the compensation proposal requires the affirmative vote of the holders of Redfin common stock representing a majority of the votes cast at the Redfin virtual special

 

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meeting. Failure to vote virtually or by proxy at the special meeting, abstentions and broker non-votes (if any) will have no effect on the outcome of the compensation proposal assuming that a quorum is present at the Redfin virtual special meeting. Shares of Redfin common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon.

It is expected that all proposals to be voted on at the Redfin virtual special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Redfin virtual special meeting.

Q:   How does the Redfin Board recommend that Redfin stockholders vote?

A:

At a meeting of the Redfin Board held on March 9, 2025, the members of the Redfin Board, after considering various factors, including the factors described in the section titled “The Merger — Redfin’s Reasons for the Merger; Recommendation of the Merger by the Redfin Board” beginning on page [   ] of this proxy statement/prospectus, and after consultation with its senior management and its financial and legal advisors, (i) determined that the Merger, the Merger Agreement and other transactions contemplated thereby, taken together, are fair to, advisable and in the best interests of, Redfin and its stockholders, (ii) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of Redfin stockholders and (iv) resolved to recommend that Redfin stockholders adopt the Merger Agreement. The Redfin Board recommends that Redfin stockholders vote “FOR” the merger proposal and “FOR” the compensation proposal.

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Q:   

Why did the Redfin Board form a strategic matters committee and what was the role of the Strategic Matters Committee?

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A:

To assist the Redfin Board in exploring potential strategic alternatives, on December 12, 2024, the Redfin Board established the Strategic Matters Committee, consisting entirely of independent and disinterested directors of Redfin. The purpose of the Strategic Matters Committee was (i) to facilitate the Redfin Board’s active involvement in Redfin’s discussions and consideration of strategic alternatives, (ii) to direct and supervise management and Redfin’s advisors in connection with the evaluation, solicitation, negotiation and review of potential transactions and (iii) to approve engagement of advisors. The Strategic Matters Committee was not created to address any actual or perceived conflict of interest.

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Q:   

Why am I being asked to consider and vote on the compensation proposal?

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A:

The rules of Securities and Exchange Commission (the “SEC”) require us to seek approval on a non-binding, advisory basis of certain compensation that will or may become payable to our named executive officers in connection with the proposed Merger. Approval of the compensation proposal is not required to complete the Merger.

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Q:   

How many votes do I have?

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A:

You are entitled to one vote for each share of Redfin common stock that you owned as of the record date. As of the close of business on [           ], 2025, there were [           ] outstanding shares of Redfin common stock. As of that date, [    ]% of the outstanding shares of Redfin common stock were beneficially owned by the directors and executive officers of Redfin.

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Q:   

What will happen if I fail to vote or I abstain from voting?

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A:

Failure to vote virtually or by proxy at the Redfin virtual special meeting, abstentions, and broker non-votes (if any) will have the same effect as a vote against the merger proposal, assuming that a quorum is present at the virtual special meeting. Failure to vote virtually or by proxy at the Redfin virtual special meeting, abstentions and broker non-votes (if any) will have no effect on the compensation proposal, assuming that a quorum is present at the virtual special meeting. Shares of Redfin common stock

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represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon.

Q:   

What are “broker non-votes”?

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A:

Brokers who hold shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as the merger proposal, and, as a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares. Because the proposals presented to Redfin stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the Redfin virtual special meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum. However, if you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposal, then those shares will be deemed present at the Redfin virtual special meeting for purposes of establishing a quorum at the Redfin virtual special meeting, will be voted as instructed with respect to the proposal as to which instructions were given and will not be voted with respect to the other proposal.

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Q:   

What constitutes a quorum?

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A:

The holders of a majority of the voting power of Redfin’s outstanding shares of common stock entitled to vote as of the close of business on the record date must be virtually present or represented by proxy to constitute a quorum to conduct the Redfin virtual special meeting. All shares of Redfin common stock represented at the Redfin virtual special meeting, including abstentions, will be treated as present for purposes of determining the presence or absence of a quorum to conduct the Redfin virtual special meeting.

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Q:   

What is the difference between a stockholder of record and a “street name” holder?

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A:

If your shares of Redfin common stock are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares of Redfin common stock are held in a stock brokerage account or by a bank, trust company or other nominee, then the broker, bank, trust company or other nominee may be considered to be the stockholder of record with respect to those shares, while you are considered the beneficial owner of those shares. In the latter case, your shares are said to be held in “street name.”

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Q:   

If I am a beneficial owner of shares held in street name, how do I vote?

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A:

If you are not a stockholder of record but instead hold your shares in a stock brokerage account, or if your shares are held by a bank, trust company or other nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares. If you are a Redfin stockholder but not a stockholder of record, without your voting instructions, your broker, bank, trust or other nominee may not vote your shares with respect to the proposals because of the non-routine nature of the proposals. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one proposal, but give no instruction as to the other proposal, then those shares will be deemed present at the Redfin virtual special meeting for purposes of establishing a quorum at the Redfin virtual special meeting, will be voted as instructed with respect to the proposal as to which instructions were given and will not be voted with respect to the other proposal.

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Please follow the voting instructions provided by your broker or nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Redfin or by voting virtually at your special meeting. Further, brokers who hold shares of Redfin common stock on behalf of their customers may not give a proxy to Redfin to vote those shares without specific instructions from their customers.

 

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Q:   

What will happen if I return my proxy card without indicating how to vote?

​

A:

If you are a Redfin stockholder of record and you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of Redfin common stock represented by your proxy will be counted as present for purposes of determining the presence of a quorum for the Redfin virtual special meeting and will be voted in accordance with the recommendation of the Redfin Board which is “FOR” the merger proposal and “FOR” the compensation proposal.

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Q:   

Can I change my vote after I have returned a proxy or voting instruction card?

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A:

Yes. You can change your vote at any time before your proxy is voted at the Redfin virtual special meeting. You can do this in one of four ways:

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•

you can send a signed notice of revocation;

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•

you can grant a new, valid proxy bearing a later date;

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•

you can vote again by telephone or the Internet at a later time; or

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•

if you are a holder of record, by voting at the Redfin virtual special meeting, which will automatically cancel any proxy previously given.

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If you choose either of the first two methods, you must provide your notice of revocation or your new proxy to the Corporate Secretary of Redfin prior to your shares being voted. If your shares are held in street name by your broker or nominee, you should contact them to change your vote.

Q:   

What should I do if I receive more than one set of voting materials?

​

A:

Please vote each proxy card and voting instruction card that you receive. You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account will receive a separate voting instruction card for each brokerage account in which shares are held. If shares are held in more than one name, stockholders will receive more than one proxy or voting instruction card.

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Q:   

Is there a list of stockholders entitled to vote at the Redfin virtual special meeting?

​

A:

The names of stockholders of record entitled to vote at the Redfin virtual special meeting will be available for inspection at Redfin’s principal executive offices, located at 1099 Stewart Street, Suite 600, Seattle, WA 98101, for a period of 10 days ending on the day before the date of the Redfin virtual special meeting date for any purpose germane to the Redfin virtual special meeting, during ordinary business hours.

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Q:   

What happens if I am a Redfin stockholder who sells my shares of Redfin common stock before the Redfin virtual special meeting?

​

A:

The record date for the Redfin virtual special meeting is earlier than the Redfin virtual special meeting. If you transfer your shares of Redfin common stock after the record date but before the Redfin virtual special meeting, you will retain your right to vote at the Redfin virtual special meeting but will have transferred the right to receive the merger consideration in the Merger. In order to receive the merger consideration, you must hold your shares through the Effective Time.

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Q:   

What will happen to my Redfin stock options, restricted stock units and/or performance restricted stock units at the time of the Merger?

​

A:

Treatment of Stock Options.   At the Effective Time, each option with respect to shares of Redfin common stock (“Redfin Option”) that is outstanding and unexercised as of the Effective Time, whether vested or unvested, will be assumed by Rocket and converted into an option award to purchase a number of shares of Rocket Class A common stock (an “Assumed Option”), equal to the product of (a) the number of shares of Redfin common stock subject to such Redfin Option immediately prior to

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the Merger and (b) the Exchange Ratio. The per share exercise price of each Assumed Option will be equal to (i) the per share exercise price of such Redfin Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). Except for the changes made to the number and type of shares and the exercise price, each Assumed Option will be subject to the same terms and conditions, including as to vesting, vesting acceleration and exercisability, as were applicable to such Redfin Option immediately prior to the Effective Time.

Treatment of Restricted Stock Unit Awards.   At the Effective Time, each restricted stock unit (“RSU”) issued under Redfin’s 2017 Equity Incentive Plan, as amended (such plan the “2017 Equity Incentive Plan” and such award of restricted stock unit, a “Redfin RSU”), other than a performance-based RSU, that is outstanding and unsettled, whether vested or unvested, as of the Effective Time, will be assumed by Rocket and converted into a RSU award with respect to a number of shares of Rocket Class A common stock (“Assumed Unit”), equal to the product of (a) the number of shares of Redfin common stock subject to such Redfin RSU immediately prior to the Effective Time and (b) the Exchange Ratio. Except for the change to the number and type of shares, each Assumed Unit will be subject to the same terms and conditions, including as to vesting, vesting acceleration and issuance, as were applicable to such Redfin RSU immediately prior to the Effective Time.

Treatment of Redfin Performance Restricted Stock Unit Awards.   Each Redfin performance-based RSU (a “Redfin PSU”) granted as annual awards in 2023 and 2024 that is outstanding as of the Effective Time includes an overall three-year performance period, with annual financial and operational performance metrics that are measured for each of the three separate years during the overall three-year performance period and a relative total shareholder return (“TSR”) performance metric measured for the overall three-year performance period. The achievement of applicable performance metrics of each Redfin PSU that is outstanding as of the Effective Time for which the applicable performance period has not been completed will be determined prior to the Effective Time in good faith by the Redfin Board or a committee thereof in accordance with the terms of the applicable Redfin PSU award agreement (any resulting achieved Redfin PSUs being the “Achieved Redfin PSUs”). Such Achieved Redfin PSUs will be subject to the time-based vesting schedule set forth in the applicable Redfin PSU award agreement (such time-vesting Achieved Redfin PSUs, the “Converted Redfin RSUs”) and treated in accordance with the section above titled “Treatment of Restricted Stock Unit Awards.” To the extent that the applicable Redfin PSU award agreement does not provide for the above-described treatment upon the Effective Time, then the achievement of such Redfin PSU award and the measurement of performance metrics for which the applicable performance period has not been completed will be measured in good faith by the Redfin Board or committee thereof.

Treatment of ESPP.   Following the date of the Merger Agreement, Redfin has taken actions with respect to Redfin’s 2017 Employee Stock Purchase Plan (the “ESPP”) to provide that with respect to the current purchase period, (i) no employee who is not a participant in the ESPP as of the date of the Merger Agreement may become a participant in the ESPP, and (ii) no employee participating in the current purchase period may increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect immediately prior to the date of the Merger Agreement. In addition, (A) if any current purchase period is still in effect at the Effective Time, then the last day of such current purchase period will be accelerated to a specified trading day occurring no later than 10 business days prior to the anticipated Closing Date; (B) if the current purchase period terminates prior to the Effective Time, then the ESPP will be suspended and there will be no new offering periods following the current purchase period; and (C) in all events, subject to the consummation of the Merger, Redfin will terminate the ESPP immediately prior to the Effective Time.

Q:   

How will the rights of Redfin stockholders change after the Merger?

​

A:

Redfin stockholders will receive shares of Rocket Class A common stock in connection with the Merger and will no longer be stockholders of Redfin following the Merger. Their rights as holders of Rocket Class A common stock will be governed by Rocket’s certificate of incorporation, as amended (“Rocket’s certificate of incorporation”), Rocket’s bylaws, as amended (“Rocket’s bylaws”) and the Delaware General Corporation Law (the “DGCL”). For additional information on stockholder rights,

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see the section titled “Description of Rocket Capital Stock” and “Comparison of Rights of Rocket and Redfin Stockholders” beginning on page [  ] and on page [  ], respectively.

Q:   

What are the material U.S. federal income tax consequences of the Merger to U.S. holders of Redfin common stock?

​

A:

Material U.S. federal income tax consequences that may be relevant to you in respect of the Merger are discussed in more detail in the section titled “Material U.S. Federal Income Tax Consequences” beginning on page [  ]. The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all the U.S. federal income tax considerations that are applicable to you in respect of the Merger, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.

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TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:   

Are there any risks that I should consider in deciding how to vote?

​

A:

Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors” beginning on page [  ]. You also should read and carefully consider the risk factors of Redfin contained in the documents that are incorporated by reference into this proxy statement/prospectus.

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Q:   

What happens if the Merger is not completed?

​

A:

If the Merger is not completed for any reason, Redfin stockholders will not receive the merger consideration issuable under the Merger Agreement. Instead, Rocket and Redfin will remain separate public companies, and Redfin expects that its common stock will continue to be registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and traded on Nasdaq. In specified circumstances, Redfin may be required to pay Rocket a termination fee, as described below.

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Q:   

Does Redfin have to pay anything to Rocket if the Merger Agreement is terminated?

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A:

In certain circumstances, depending on the reasons for termination of the Merger Agreement, Redfin may have to pay Rocket a termination fee of $65,533,735. For a discussion of the circumstances under which a termination fee is payable by Redfin applies, see the section titled “The Merger Agreement — Termination Fee; Liability for Breach” beginning on page [  ].

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Q:   

Does Rocket have to pay anything to Redfin if the Merger Agreement is terminated?

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A:

Rocket does not have to pay Redfin a termination fee if the Merger Agreement is terminated.

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Q:   

Is the completion of the Merger subject to a financing condition?

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A:

No. The completion of the Merger is not subject to any financing condition.

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Q:   

When will the conditions to completion of the Merger have been satisfied or waived?

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A:

As of the date of this proxy statement/prospectus, the parties have not satisfied the closing conditions to the Merger. There is also a possibility that the closing conditions to the Merger will not be satisfied or waived (to the extent applicable by law) prior to December 9, 2025, after which date either party may elect to terminate the Merger Agreement, subject to certain caveats in accordance with the Merger Agreement. As a result, it is possible that factors outside the control of both companies could result in the Merger being completed at a different time or not at all.

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Q:   

When do you expect the Merger to be completed?

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A:

Redfin and Rocket intend to complete the Merger as soon as reasonably practicable and currently

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anticipate the Closing to occur in the second or third quarter of 2025. However, the Merger is subject to the satisfaction or waiver of certain conditions, including Redfin stockholders’ approval of the merger proposal, and it is possible that factors outside the control of Redfin and Rocket could result in the Merger being completed at a later time or not at all. There can be no assurances as to when or if the Merger will close. See the section titled “The Merger Agreement — Conditions to Completion of the Merger” beginning on page [  ].

Q:   

What do I need to do now?

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A:

You should carefully read and consider the information contained in and incorporated by reference into this proxy statement/prospectus, including its annexes. Even if you plan to attend the Redfin virtual special meeting virtually, after carefully reading and considering the information contained in this proxy statement/prospectus, please vote promptly to ensure that your shares are represented at the Redfin virtual special meeting.

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Q:   

Do I need to do anything with my Redfin common stock?

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A:

No. After the Merger is completed, you will automatically receive the merger consideration. The shares of Rocket Class A common stock you receive in the Merger will be issued in book-entry form.

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Q:   

Are stockholders entitled to appraisal rights?

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A:

Under the DGCL, Redfin stockholders are not entitled to appraisal rights in connection with the Merger.

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Q:   

How can I contact Redfin’s transfer agent?

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A:

You may contact Redfin’s transfer agent by writing to Equiniti Trust Company, LLC, 55 Challenger Road, Ridgefield Park, NJ 07660, or by telephoning +1 (800) 468-9716.

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Q:   

Who should I contact if I have any questions about the proxy materials or about voting?

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A:

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact Redfin’s proxy solicitor:

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Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders May Call Toll-Free: +1 (877) 456-3510
Banks & Brokers May Call Collect: +1 (212) 750-5833

Q:   

Who is the Exchange Agent in the Merger?

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A:

Equiniti Trust Company, LLC or another reputable bank or trust company selected by Rocket and reasonably acceptable to Redfin will act as the Exchange Agent in the Merger.

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Q:   

Where can I find more information about Rocket and Redfin?

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A:

You can find more information about Rocket and Redfin from the various sources described under the section titled “Where You Can Find More Information” beginning on page [  ].

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Q:   

What is the Up-C Collapse?

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A:

On March 9, 2025, Rocket, Rock Holdings Inc., a Michigan corporation (“RHI”), Eclipse Sub, Inc., a Michigan corporation and a direct wholly owned subsidiary of Rocket (“Up-C Merger Sub 1”), Rocket GP, LLC, a Michigan limited liability company and a direct wholly owned subsidiary of Rocket (“Up-C Merger Sub 2”), Mr. Daniel Gilbert, Rocket’s founder and Chairman, and RHI II, LLC, a Michigan limited liability company and a direct wholly owned subsidiary of RHI (“RHI II”) entered

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into a transaction agreement (the “Transaction Agreement”) in order to effect a series of transactions that will simplify Rocket’s organizational and capital structure, collapse its current “Up-C” structure, provide that each class of common stock of Rocket will be entitled to one vote per share, and reduce its classes of common stock from four to two (collectively, the “Up-C Collapse”). Rocket believes that the Up-C Collapse and the resulting simplification of its organizational structure, and providing that all shares of common stock of Rocket will be entitled to one vote per share will provide various benefits to Rocket and its stockholders, including, among other things, by improving Rocket’s ability to use its common stock as acquisition currency in acquisition transactions, creating a clearer corporate profile and enhancing equity liquidity. The Transaction Agreement provides that, among other things, on the terms and subject to the conditions therein:

•

RHI will effect an internal reorganization pursuant to which RHI will contribute all assets and liabilities of RHI (other than its Holdings LLC Units (as defined below), its shares of Class D common stock (as defined below) and equity interests in each of Rocket Community Fund, LLC, Woodward Insurance Holdings LLC and Woodward Insurance LLC) to RHI II and distribute the interests in RHI II to the holders of voting common shares of RHI, par value $0.01 per share (the “RHI Shares”);

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Rocket will effect an internal reorganization pursuant to which the separate existence of Holdings LLC (as defined below) will cease and Eclipse Merger Limited Partnership, a Michigan limited partnership and wholly owned subsidiary of Holdings LLC (“Holdings LP”) will continue as the surviving entity and each issued and outstanding Holdings LLC Unit will be exchanged for a number of fully paid and nonassessable partnership units of Holdings LP (“Holdings LP Units”);

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Rocket will amend its certificate of incorporation to authorize the new Class L common stock;

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Rocket will acquire RHI through a series of two mergers, pursuant to which (a) Up-C Merger Sub 1 will be merged with and into RHI, with RHI as the surviving entity, with each holder of RHI Shares receiving a number of shares of Class L common stock (as defined below) equal to (1) the number of RHI Shares held by such RHI shareholder multiplied by (2) the ratio of the number of shares of Class D common stock owned by RHI to the number of all outstanding RHI Shares, which is currently estimated to be 56.54 shares of Class L common stock per each RHI Share, and (b) RHI will then be merged with and into Up-C Merger Sub 2, with Up-C Merger Sub 2 as the surviving entity;

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Rocket and RHI II will enter into an indemnity agreement, pursuant to which, among other things, RHI II will indemnify Rocket for RHI’s liabilities that are not related to Rocket’s business;

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Rocket and Mr. Gilbert will enter into a letter agreement for the purpose of preserving certain of the information rights and other rights provided for in that certain exchange agreement dated as of August 5, 2020, by and between Rocket, RHI and Mr. Gilbert (the “Exchange Agreement”);

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the Exchange Agreement and that certain Rock Acquisition Corporation Shareholders Agreement, dated as of October 31, 2002, by and among RHI and its stockholders, as amended by the First Amendment to Rock Holdings, Inc. Shareholders Agreement, dated as of March 1, 2018, will be terminated; and

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that certain Tax Receivable Agreement, dated as of August 5, 2020, by and among Rocket, RHI and Mr. Gilbert and that certain Amended and Restated Limited Partnership Agreement of Holdings LP will be amended.

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Q:   

What are the effects of the Up-C Collapse?

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A:

Under its existing organizational structure, Rocket is a holding company and its principal asset is its ownership of common limited liability company interests (the “Holdings LLC Units”) of Rocket, LLC, a Michigan limited liability company and the principal operating subsidiary of Rocket (“Holdings LLC”). Rocket is also the sole managing member of Holdings LLC. Rocket’s public stockholders hold all of the Rocket Class A common stock, which are entitled to one vote per share on all matters submitted to a vote of stockholders and have economic rights (including rights to dividends and distributions upon liquidation by Rocket). RHI and Mr. Gilbert hold (a) Rocket’s Class D common

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10

 

stock, par value $0.00001 per share (the “Class D common stock”), which are entitled to ten votes per share on all matters submitted to a vote of Rocket stockholders, but have no economic rights, and (b) an equal number of Holdings LLC Units, which have economic rights (including rights to dividends and distributions upon liquidation by Holdings LLC), but have no voting rights. Rocket’s certificate of incorporation provides that, at any time when the aggregate voting power of the securities beneficially owned by RHI (the “RHI Securities”) would be equal to or greater than 79% of the total voting power of Rocket’s outstanding stock, the number of votes per share of each RHI Security will be reduced such that the aggregate voting power of all of the RHI Securities is equal to 79%.

Following the Up-C Collapse, the public stockholders will continue to hold Rocket Class A common stock. As part of the Up-C Collapse, (a) each RHI shareholder, in consideration for its RHI Shares, will receive a number of newly issued shares of the Class L common stock equal to (1) the number of RHI Shares held by such RHI shareholder multiplied by (2) the ratio of the number of shares of Class D common stock owned by RHI to the number of all outstanding RHI Shares, which is currently estimated to be 56.54 shares of Class L common stock per each RHI Share, and (b) Mr. Gilbert, in consideration for his Class D common stock and paired Holdings LP Units, will receive a number of newly issued shares of Rocket’s Class L common stock equivalent to one share of Class L common stock for each share of Class D common stock held by Mr. Gilbert. The shares of Class L common stock will be entitled to one vote per share on all matters submitted to a vote of Rocket stockholders and will have economic rights (including rights to dividends and distributions upon liquidation by Rocket). As a result, Mr. Gilbert and the other RHI shareholders will no longer have economic rights through their Holdings LP Units and will instead participate, together with the public stockholders of Rocket, directly in the economics of Rocket through their ownership of common stock. Subject to certain limited exceptions, Mr. Gilbert and the other RHI shareholders will be prohibited from transferring or otherwise disposing of (a) any shares of Class L common stock prior to the first anniversary of the closing of the Up-C Collapse (the “Up-C Closing Date”) and (b) 50% of the shares of Class L common stock prior to the second anniversary of the Up-C Closing Date (all such periods together, the “Lock-up Periods”). Following the second anniversary of the Up-C Closing Date, no shares of Class L common stock will be subject to a Lock-Up Period. Additionally, at any time when the aggregate voting power of the outstanding Class L common stock would be equal to or greater than 79% of the total voting power of Rocket’s outstanding stock, the number of votes per share of each share of Class L common stock will be reduced such that the aggregate voting power of all Class L common stock is equal to 79%. Following the expiration or waiver of the applicable Lock-up Period, each share of Class L common stock (i) may be converted at any time, at the option of the holder, into one share of Rocket Class A common stock and (ii) will automatically convert into one share of Rocket Class A common stock immediately prior to any transfer of such share except for certain Permitted Transfers (as defined below). In addition, upon the later to occur of (a) the expiration or waiver of the applicable Lock-up Period and (b) the date that the outstanding shares of Class L common stock no longer represent at least 79% of the total voting power of the issued and outstanding shares of Rocket’s common stock, all shares of Class L common stock will automatically convert to newly issued shares of Rocket Class A common stock.

Q:   

What effect will the Up-C Collapse have on Rocket’s classes of common stock?

​

A:

Class A common stock:   Following the Up-C Collapse, the public stockholders will continue to hold Rocket Class A common stock, which are entitled to one vote per share on all matters submitted to a vote of stockholders and have economic rights (including rights to dividends and distributions upon liquidation by Rocket). The Up-C Collapse does not require any amendments to the terms of the Rocket Class A common stock.

​

Class B common stock:   As of [           ], 2025, there were no shares of Class B common stock, par value $0.00001 (“Class B common stock”) issued and outstanding. In connection with the Up-C Collapse, Rocket will amend and restate its certificate of incorporation to eliminate the Class B common stock.

Class C common stock:   As of [           ], 2025, there were no shares of Class C common stock, par value $0.00001 (“Class C common stock”) issued and outstanding. In connection with the Up-C Collapse, Rocket will amend and restate its certificate of incorporation to eliminate the Class C common stock.

 

11

 

Class D common stock:   As of [           ], 2025, there were 1,848,879,483 shares of Class D common stock issued and outstanding and two holders of record of Rocket’s Class D common stock. As a result of the Up-C Collapse, all outstanding shares of Class D common stock will be surrendered to Rocket and subsequently retired by Rocket. In connection with the Up-C Collapse, Rocket will restate its certificate of incorporation to eliminate all references to the Class D common stock.

Class L common stock:   In connection with the Up-C Collapse, Rocket expects to issue an aggregate of 1,848,879,483 shares of Class L common stock, consisting of 924,439,742 shares of Class L common stock that are designated series L-1 Class L common stock (“Series L-1 common stock”) and 924,439,741 shares of Class L common stock that are designated series L-2 Class L common stock (“Series L-2 common stock”) to Mr. Gilbert and the other RHI shareholders. The shares of Class L common stock will be entitled to one vote per share on all matters submitted to a vote of stockholders and will have economic rights (including rights to dividends and distributions upon liquidation by Rocket).

Q:   

Why is Rocket pursuing the Up-C Collapse?

​

A:

Rocket believes that the Up-C Collapse will provide various benefits to Rocket and its stockholders, including, among other things, by improving Rocket’s ability to use its common stock as acquisition currency in acquisition transactions, creating a clearer corporate profile and enhancing equity liquidity.

​

Q:   

How will the Up-C Collapse impact the Merger?

​

A:

The consummation of the Up-C Collapse, among other things, is a condition to Redfin’s obligation to effect the Closing.

​

Q:   

When does Rocket expect the Up-C Collapse to be completed?

​

A:

A number of conditions must be satisfied before the parties may complete the Up-C Collapse, including a requirement that at least 20 business days will have elapsed since Rocket mailed the Information Statement (as defined below) to its stockholders. Rocket expects to mail its information statement to holders of its Rocket Class A common stock on or about on [           ], 2025. As such, Rocket expects that the Up-C Collapse will be competed on [           ], 2025.

​

Q:   

Where can I find more information about the Up-C Collapse?

​

A:

Pursuant to rules adopted by the SEC under the Exchange Act, Rocket expects to file with the SEC, and thereafter mail to its stockholders, an information statement pursuant to Schedule 14C of the Exchange Act (the “Information Statement”) to provide stockholders with information concerning the matters approved by the written consent. Investors and securityholders of Rocket and Redfin will be able to obtain copies of the Information Statement as well as other filings with the SEC regarding the Up-C Collapse, when they become available, without charge, at the SEC’s website at www.sec.gov. We are not incorporating the Information Statement or the contents of the website of the SEC or any other entity into this proxy statement/prospectus.

​

Q:   

What is the Mr. Cooper Acquisition?

​

A:

On March 31, 2025, Rocket entered into an Agreement and Plan of Merger (the “Mr. Cooper Merger Agreement”) by and among Rocket, Maverick Merger Sub, Inc. (“Maverick Merger Sub”), Maverick Merger Sub 2, LLC (“Forward Merger Sub”), and Mr. Cooper Group Inc. (“Mr. Cooper”). Pursuant to the Mr. Cooper Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with the DGCL, Maverick Merger Sub will merge with and into Mr. Cooper (the “Maverick Merger”), with Mr. Cooper surviving the Maverick Merger and continuing as a direct, wholly owned subsidiary of Rocket and immediately following such Maverick Merger, in accordance with the DGCL and the Delaware Limited Liability Company Act, Mr. Cooper will merge with and into Forward Merger Sub, with Forward Merger Sub surviving the forward merger (the “Mr. Cooper Acquisition”).

​

 

12

 

Subject to the terms and conditions of the Mr. Cooper Merger Agreement, at the effective time of the Maverick Merger (the “Maverick Effective Time”), each outstanding share of Mr. Cooper common stock, par value $0.01 per share (collectively, the “Mr. Cooper common stock” and the holders of such Mr. Cooper common stock, the “Mr. Cooper Stockholders”) (other than Mr. Cooper common stock owned directly or indirectly by Rocket, Mr. Cooper, Maverick Merger Sub or Forward Merger Sub immediately prior to the Maverick Effective Time), will be automatically converted into the right to receive 11.00 shares of Rocket’s Class A common stock and cash payable in lieu of fractional shares, without interest.

The consummation of the Mr. Cooper Acquisition is not a condition to closing of the Merger, and consummation of the Merger is not a condition to closing the Mr. Cooper Acquisition.

 

13

 

14

 

15

 

16

 

​

17

 

​

18

 

19

 

20

 

21

 

22

 

​

​

​

Rocket Class A Common Stock

​

​

Redfin Common Stock

​

​

Implied Per Share Value of Merger Consideration

​

March 7, 2025

​

​

​

$

15.77

​

​

​

​

$

5.82

​

​

​

​

$

12.50

​

​

[           ], 2025

​

​

​

$

[   ]

​

​

​

​

$

[  ]

​

​

​

​

$

[   ]

​

​

23

 

24

 

​

25

 

26

 

RISK FACTORS

In addition to the other information included in, and incorporated by reference into, this proxy statement/​prospectus, including, among others, the matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements” beginning on page [ ], you should carefully consider the following risks before deciding whether to vote for the adoption and approval of the Merger Agreement. In addition, you should read and consider the risks associated with each of the businesses of Rocket and Redfin because these risks will also affect the combined company. These risks can be found in the respective Annual Reports of Rocket and Redfin on Form 10-K for the fiscal year ended December 31, 2024, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this proxy statement/prospectus. You should also read and consider the other information in this proxy statement/prospectus (including the annexes hereto) and the other documents incorporated by reference into this proxy statement/prospectus. See the section titled “Where You Can Find More Information” beginning on page [ ].

Risks Related to the Merger

The Merger is subject to conditions, some or all of which may not be satisfied, and the Merger may not be completed on a timely basis, if at all. Failure to complete the Merger in a timely manner or at all could have adverse effects on Redfin.

The completion of the Merger is subject to certain closing conditions, including, among others, (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Redfin common stock entitled to vote thereon at the Redfin virtual special meeting; (ii) the absence of any law or order issued by any governmental authority preventing the consummation of the Merger or that results in a Detriment (as defined below) and the absence of any statute, rule, regulation, order, injunction or decree by any governmental authority of competent jurisdiction enacted (and continuing to be in effect) that makes illegal or otherwise prohibits the consummation of the Merger; (iii) the expiration or termination of all applicable waiting periods (and any extensions thereof) under the HSR Act, and the rules and regulations promulgated thereunder, relating to the consummation of the Merger; (iv) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, which is being filed by Rocket with the SEC to register the Rocket Class A common stock to be issued to the holders of the shares of Redfin common stock in connection with the Merger; (v) authorization of the shares of Rocket Class A common stock issuable (a) in the Merger, (b) upon the exercise of all Assumed Options, and (c) in settlement of all Assumed Units for listing on the NYSE, subject to official notice of issuance; (vi) compliance and performance with, in all material respects, all obligations and covenants required to be performed by the parties under the Merger Agreement at or prior to the Effective Time; (vii) the absence of any material adverse effect on Redfin or Rocket on or after the Agreement Date that is continuing; (viii) receipt by each party of a certificate, dated as of the Closing Date, from the Chief Executive Officer, Chief Financial Officer or other officer of the other party confirming that the closing conditions related to the accuracy of representations and warranties, lack of material adverse effect and performance in all material respects of all obligations and covenants required to be performed by the other party under the Merger Agreement have been satisfied; (ix) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (x) unless Redfin waives the condition regarding the Up-C Collapse, Redfin’s receipt of a written opinion of Fenwick & West LLP, or if Fenwick & West LLP is unable to provide such opinion, a written opinion of another counsel mutually acceptable to Redfin and Rocket (it being understood that Paul, Weiss, Rifkind, Wharton & Garrison LLP is mutually agreed to be acceptable other counsel) in customary form and substance reasonably satisfactory to Redfin, dated as of the Closing Date and to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (xi) in the case of Redfin’s obligation to effect the Merger, the consummation of the Up-C Collapse by Rocket in accordance with the terms of the Transaction Agreement. For a more detailed discussion regarding conditions to the Merger, see the section titled “The Merger Agreement — Conditions to Completion of the Merger” beginning on page [   ].

 

27

 

Further, either Rocket or Redfin may terminate the Merger Agreement if the Merger has not been consummated by 11:59 p.m. Pacific Time on December 9, 2025. However, this right to terminate the Merger Agreement will not be available to any party whose failure to perform any of its obligations under the Merger Agreement has been a principal cause of, or resulted in, the failure of the Merger to have been consummated on or by such date. The Merger Agreement may also be terminated in certain other circumstances. For a more detailed discussion regarding the termination rights of the parties, see the section titled “The Merger Agreement — Termination of the Merger Agreement” beginning on page [ ].

If the Merger is not completed, Redfin’s ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the Merger, Rocket and Redfin will be subject to a number of risks, including the following:

•

the market price of Rocket Class A common stock and/or Redfin common stock could decline to the extent that the current market price reflects a market assumption that the Merger will be completed;

​

•

Redfin could owe a termination fee of $65,533,735 to Rocket under certain circumstances;

​

•

if the Merger Agreement is terminated and the Rocket Board or the Redfin Board seeks another business combination, Rocket Class A common stockholders and Redfin stockholders cannot be certain that Rocket or Redfin will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the Merger Agreement;

​

•

time and resources committed by Rocket’s and Redfin’s respective management to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies;

​

•

Rocket and/or Redfin may experience negative reactions from the financial markets or from their respective customers, suppliers, business partners or employees; and

​

•

litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against Rocket and Redfin to perform their respective obligations pursuant to the Merger Agreement.

​

The materialization of any of these risks could adversely impact Rocket’s and Redfin’s respective ongoing businesses, financial condition, financial results and stock price. Similarly, delays in the completion of the Merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Merger.

If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, Redfin stockholders may be required to pay substantial U.S. federal income taxes.

Unless Redfin waives the condition regarding the Up-C Collapse, the Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Rocket and Redfin intend to report the Merger consistent with such qualification. Unless Redfin waives the condition regarding the Up-C Collapse, Redfin’s obligation to effect the Closing is subject to the satisfaction, or waiver by Redfin, at or prior to the Effective Time, of the following condition: receipt by Redfin of a tax opinion from Fenwick & West LLP, counsel to Redfin, or if Fenwick & West LLP is unable to provide such opinion, a written opinion of another counsel mutually acceptable to Redfin and Rocket (it being understood that Paul, Weiss, Rifkind, Wharton & Garrison LLP is mutually agreed to be acceptable other counsel), dated as of the Closing Date, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. An opinion of counsel represents counsel’s best legal judgment, but it is not binding on the IRS or any court. Neither Rocket nor Redfin intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Merger. Accordingly, even if Redfin receives a tax opinion that concludes that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, no assurance can be given that the IRS will not challenge the conclusions reflected in the opinion or that a court would not sustain such challenge. If the Merger were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code (including if Redfin waives the condition regarding the Up- C Collapse which would result in the Merger occurring before the Up-C Collapse), a U.S. holder of Redfin common stock generally would recognize gain or loss for U.S. federal

 

28

 

income tax purposes on each share of Redfin common stock surrendered in the Merger in an amount equal to the difference between (1) the fair market value as of the Effective Time of the Rocket Class A common stock (and any cash in lieu of fractional shares) received in exchange for such share and (2) the holder’s basis in the share of Redfin common stock surrendered. See the section titled “Certain Material U.S. Federal Income Tax Consequences” beginning on page [   ].

The Merger Agreement contains provisions that limit Redfin’s ability to pursue alternatives to the Merger, could discourage a potential competing acquiror of Redfin from making a favorable alternative transaction proposal and, in specified circumstances, could require Redfin to pay a termination fee to Rocket.

The Merger Agreement contains certain provisions that restrict Redfin’s ability to, directly or indirectly, initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes an acquisition proposal or that would reasonably be expected to lead to an acquisition. Further, even if the Redfin Board withdraws or qualifies its recommendation with respect to the adoption of the Merger Agreement, unless the Merger Agreement has been terminated in accordance with its terms, Redfin will still be required to submit each of its Merger-related proposals to a vote at the Redfin virtual special meeting. In addition, Rocket has an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party acquisition proposal before the Redfin Board may withdraw or qualify its recommendation with respect to the Merger-related proposals or otherwise terminate the Merger Agreement.

In some circumstances, upon termination of the Merger Agreement, Redfin will be required to pay a termination fee of $65,533,735 to Rocket. See the sections titled “The Merger Agreement — No Solicitation of Alternative Proposals” and “The Merger Agreement — Termination of the Merger Agreement” beginning on pages [   ] and [   ], respectively.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Redfin or pursuing an alternative transaction from considering or proposing such a transaction, even if such third-party acquiror or merger partner were prepared to pay consideration with a higher per share cash or market value than the per share value proposed to be received or realized in the Merger. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay consideration with a lower per share cash or market value to Redfin stockholders than it might otherwise have proposed to pay absent such termination fee.

If the Merger Agreement is terminated and Redfin determines to seek another business combination, Redfin may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement.

Redfin is subject to business uncertainties and contractual restrictions while the proposed Merger is pending, which could adversely affect Redfin’s business and operations.

Under the terms of the Merger Agreement, Redfin is subject to certain restrictions on the conduct of its business prior to completing the Merger, which may restrict Redfin’s ability to execute certain of its business strategies, without Rocket’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), except as specifically required by the Merger Agreement, specified in the disclosure letter delivered by Redfin in connection with the Merger Agreement or required by applicable law, including restrictions on Redfin’s ability to incur additional indebtedness, issue or repurchase equity, pay certain dividends, acquire or dispose of certain assets or securities, enter into, modify or terminate material contracts or make certain capital expenditures. Redfin may find that these and other contractual restrictions in the Merger Agreement may delay or prevent Redfin from responding, or limit its ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if Redfin’s management believes they may be advisable, in each case subject to certain exceptions, limitations and qualifications. Such limitations could adversely affect Redfin’s business and operations prior to the completion of the Merger. See the section titled “The Merger Agreement — Conduct of Business” beginning on page [   ].

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Merger.

 

29

 

The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Redfin and/or Rocket following the transaction or that could delay, prevent or increase the costs associated with completion of the Merger.

Before the Merger may be completed, all applicable waiting periods (or extensions thereof) under the provisions of the HSR Act must have expired or been terminated. In deciding whether to grant the required approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations, the relevant governmental entities may impose requirements, limitations or costs or place restrictions on the conduct of the business of Rocket following the Merger. Under the Merger Agreement, Rocket and Redfin have agreed to use commercially reasonable efforts to obtain as promptly as practicable all licenses, certificates, permits, approvals, clearances, expirations, consents, notices, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders from any governmental authority required to be obtained to consummate the Merger.

However, notwithstanding the foregoing, Rocket and its subsidiaries are not required to propose, negotiate, offer to commit to, commit to or effect any remedy action that would, individually or in the aggregate, result in, or be reasonably likely to result in (i) an adverse effect that is more than immaterial on the financial condition, business, assets, or continuing results of operations of Rocket and its subsidiaries or the combined company resulting from the Merger or (ii) would require Rocket to commit to provide prior notice or seek prior approval from any governmental authority of any future transaction.

Governmental authorities may also impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the Merger, and such conditions, terms, obligations or restrictions may delay completion of the Merger or impose additional material costs on or materially limit Rocket’s revenues following the completion of the Merger. There can be no assurance that governmental authorities will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the Merger. At any time before or after consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, the Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or any state could take such action under U.S. antitrust laws as it deems necessary or desirable in the public interest, including seeking (i) to enjoin the completion of the Merger, (ii) to require divestiture of substantial assets of Rocket or Redfin or their respective subsidiaries, (iii) to require the parties to license, or hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the termination or expiration of the applicable waiting periods under the HSR Act, any state or private party may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Merger. Neither Rocket nor Redfin can be certain that a challenge to the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the DOJ or any state attorney general or any other person, Rocket may not be obligated to consummate the Merger. For a more detailed description of the regulatory review process, see the section titled “The Merger — Regulatory Approvals Required for the Merger” beginning on page [   ].

The Exchange Ratio is fixed and will not be adjusted in the event of any change in either Rocket’s or Redfin’s stock price.

Upon completion of the Merger, each share of Redfin common stock (other than Cancelled Shares, as defined below) will be converted into the right to receive 0.7926 validly issued, fully paid and non-assessable shares of Rocket Class A common stock and the cash payable in lieu of fractional shares, without interest. This Exchange Ratio was fixed in the Merger Agreement and will not be adjusted for changes in the market price of either Rocket Class A common stock or Redfin common stock between the date the Merger Agreement was signed and completion of the Merger. Due to the fixed Exchange Ratio, fluctuations in the price of Rocket Class A common stock will drive corresponding changes in the value of the Merger Consideration payable to each Redfin stockholder. As a result, changes in the price of Rocket Class A common stock prior to the completion of the Merger will affect the market value that Redfin stockholders

 

30

 

will become entitled to receive on the Closing Date. Stock price changes may result from a variety of factors (many of which are beyond Rocket’s or Redfin’s control), such as changes in Rocket’s or Redfin’s respective business, announcement of acquisitions or other material transactions (such as the Mr. Cooper Acquisition), intense competition in the markets that Rocket and Redfin serve, fluctuations in interest rates and general economic conditions, failure to accurately predict the demand or growth of new financial products and services that Rocket and Redfin are developing, fluctuations in quarterly revenue and operating results, as well as differences between Rocket’s and Redfin’s actual financial and operating results and those expected by investors, the public’s response to press releases or other public announcements by Rocket, Redfin or third parties, including Rocket’s and Redfin’s filings with the SEC, announcements relating to litigation, guidance, if any, that Rocket and Redfin provide to the public, any changes in such guidance or Rocket’s and Redfin’s failure to meet such guidance, changes in financial estimates or ratings by any securities analysts who follow Rocket Class A common stock and Redfin common stock, Rocket’s and Redfin’s failure to meet such estimates or failure of those analysts to initiate or maintain coverage of Rocket Class A common stock and Redfin common stock, the sustainability of an active trading market for Rocket Class A common stock and Redfin common stock, investor perceptions of the investment opportunity associated with Rocket Class A common stock and Redfin common stock relative to other investment alternatives, the inclusion, exclusion or deletion of Rocket Class A common stock and Redfin common stock from any trading indices, future sales of Rocket Class A common stock and Redfin common stock by each entity’s respective officers, directors and significant stockholders, the effect on Rocket’s and Redfin’s business and results of operations from system failures and disruptions, hurricanes, wars, acts of terrorism, pandemics, other natural disasters or responses to such events, novel and unforeseen market forces and trading strategies by third parties, events or commentary reported in the media, including social media, whether or not accurate or involving Rocket or Redfin, that may create, amplify and/or rapidly spread negative publicity for Rocket and Redfin or for the industry or markets in which both entities operate, short selling of Rocket Class A common stock or Redfin common stock or related derivative securities, price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole and changes in the volume of shares of Rocket Class A common stock and Redfin common stock available for public sale.

The price of Rocket Class A common stock has fluctuated during the period between the date the Merger Agreement was executed and the date of this proxy statement/prospectus, and may continue to change through the date of the special meeting and the date the Merger is completed. For example, based on the range of closing prices of Rocket Class A common stock during the period from March 7, 2025, the last full trading day before the public announcement of the Merger, through [           ], 2025, the latest practicable trading date before the date of this proxy statement/prospectus, the Exchange Ratio represented the estimated implied value of the Merger Consideration ranging from a high of $[         ] to a low of $[         ] for each share of Redfin common stock. The actual market value of the Rocket Class A common stock received by holders of Redfin common stock upon completion of the Merger may be outside this range.

These variations could result from changes in the business, operations or prospects of Rocket and Redfin prior to or following the completion of the Merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Rocket and Redfin. At the time of the special meeting, Redfin stockholders will not know with certainty the value of the shares of Rocket Class A common stock that they will receive upon completion of the Merger.

Members of the Redfin Board and management have interests in the Merger that are different from, or in addition to, those of other stockholders.

In considering whether to adopt the Merger Agreement and approve the transactions contemplated thereby, Redfin stockholders should recognize that members of management and the Redfin Board have interests in the Merger that differ from, or are in addition to, their interests as stockholders of Redfin.

The executive officers of Redfin have arrangements with Redfin that provide for certain severance payments or benefits, accelerated vesting of certain equity-based awards and other rights and other payments or benefits upon completion of the Merger and/or if their employment or service is terminated under certain circumstances following the completion of the Merger. In addition, the executive officers and directors of Redfin also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the Merger. The Redfin Board was aware of

 

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these interests and considered them, among other matters, in approving the Merger Agreement and making its recommendation that Redfin stockholders vote “FOR” the Merger proposal.

These interests are further described in “The Merger — Interests of Redfin Directors and Executive Officers in the Merger” beginning on page [   ].

The opinion of Redfin’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger.

Redfin has received an opinion from its financial advisor in connection with the signing of the Merger Agreement, but has not obtained any updated opinion from their financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Rocket or Redfin, general market and economic conditions and other factors that may be beyond the control of Rocket and Redfin, and on which Redfin’s financial advisor’s opinion was based, may significantly alter the value of Rocket and Redfin or the prices of the shares of Rocket Class A common stock or Redfin common stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because Redfin does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed. The Redfin Board’s recommendation that Redfin stockholders vote “FOR” approval of the Merger proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that Redfin received from its financial advisor see the section titled “The Merger — Opinion of Redfin’s Financial Advisor” beginning on page [   ]. A copy of the opinion of Goldman Sachs, Redfin’s financial advisor, is attached as Annex B to this proxy statement/prospectus.

Redfin may be unable to attract or retain key employees during the pendency of the Merger.

In connection with the pending Merger, Redfin’s current and prospective employees may experience uncertainty about their future roles with Rocket following the Merger, which may materially adversely affect Redfin’s ability to attract and retain key personnel during the pendency of the Merger. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Redfin following the Merger. Accordingly, no assurance can be given that Redfin will be able to retain key employees to the same extent that Redfin has been able to in the past.

Potential litigation against Rocket and Redfin could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on Rocket’s and Redfin’s respective liquidity and financial condition.

Stockholders of Redfin may file lawsuits against Rocket, Redfin and/or the directors and officers of either company in connection with the Merger. These lawsuits could prevent or delay the completion of the Merger and result in significant costs to Redfin and/or Rocket, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which Redfin or a subsidiary or affiliated entity is a party, which may have an adverse impact on Rocket’s business and results of operations after the Merger.

The completion of the Merger may trigger change in control and other provisions in certain agreements to which Redfin or a subsidiary or affiliated entity is a party, including, among others, (i) the credit agreement governing Redfin’s term loan facility and (ii) Redfin’s warehouse facilities. As described in the section titled “The Merger — Treatment of Redfin’s Existing Debt” beginning on page [  ], Rocket expects to repay and terminate Redfin’s term loan facility and evaluate the treatment of Redfin’s warehouse facilities. If Rocket

 

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and Redfin are unable to negotiate amendments or waivers of change in control provisions under other contracts where applicable, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Rocket and Redfin are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Rocket or Redfin following the Merger.

Redfin stockholders are not entitled to appraisal rights in connection with the Merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the DGCL, holders of shares of Redfin common stock will not have rights to an appraisal of the fair value of their shares in connection with the Merger. See the section titled “No Appraisal Rights” beginning on page [   ] for additional information.

The shares of Rocket Class A common stock to be received by Redfin stockholders upon completion of the Merger will have different rights from shares of Redfin common stock.

Upon completion of the Merger, Redfin stockholders will no longer be stockholders of Redfin but will instead become stockholders of Rocket, and their rights as Rocket Class A common stockholders will be governed by the terms of Rocket’s certificate of incorporation and Rocket’s bylaws. In connection with the Up-C Collapse, Rocket will amend and restate its certificate of incorporation in the forms attached hereto as Annex C and Annex D. These amendments will become effective prior to the completion of the Merger. The terms of Rocket’s certificate of incorporation and Rocket’s bylaws will be in some respects materially different than the terms of Redfin’s certificate of incorporation, and Redfin’s bylaws, which currently govern the rights of Redfin stockholders. See the section titled “Comparison of Rights of Rocket and Redfin Stockholders” beginning on page [   ] for a discussion of the different rights associated with shares of Redfin common stock and shares of Rocket common stock before and after the Up-C Collapse.

Redfin stockholders will have a significantly reduced ownership and voting interest after the Merger and will exercise less influence over the policies of Rocket following the transaction than they now have on the policies of Redfin.

Rocket Class A common stockholders currently have the right to vote in the election of the Rocket Board and on other matters affecting Rocket. Redfin stockholders currently have the right to vote in the election of the Redfin Board and on other matters affecting Redfin. Immediately after the Merger is completed, it is expected that current Rocket Class A common stockholders will own approximately 95% of the shares of outstanding common stock of Rocket following the Merger, and current Redfin stockholders will own approximately 5% of the common stock outstanding of Rocket following the Merger. As a result, current Redfin stockholders will have significantly less influence on the policies of Rocket than they now have on the policies of Redfin.

Immediately following the Merger, Rocket will continue to be controlled by Mr. Gilbert, whose interests may conflict with Rocket’s interests and the interests of other stockholders. Further, because Rocket is a “controlled company” within the meaning of the NYSE rules, Rocket qualifies for, currently relies on, and intends to continue to rely on after the Merger, exemptions from certain corporate governance requirements.

Immediately following the Merger, Mr. Gilbert will hold more than a majority of the combined voting power of Rocket’s common stock. So long as Mr. Gilbert continues to directly or indirectly own a significant amount of Rocket’s equity, even if such amount is less than a majority of the combined voting power of Rocket’s common stock, Mr. Gilbert will continue to be able to substantially influence the outcome of votes on all matters requiring approval by the stockholders, including Rocket’s ability to enter into certain corporate transactions. The interests of Mr. Gilbert could conflict with or differ from Rocket’s interests or the interests of other stockholders. For example, the concentration of ownership held by Mr. Gilbert could delay, defer or prevent a change of control of Rocket or impede a merger, takeover or other business combination that may otherwise be favorable for the combined company resulting from the Merger.

 

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In addition, as long as Mr. Gilbert continues to control a majority of the voting power of Rocket’s outstanding voting stock, Rocket will remain a controlled company within the meaning of the NYSE rules. Under the NYSE 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; and

​

•

the compensation committee be composed entirely of independent directors.

​

These requirements will not apply to Rocket as long as it remains a controlled company. Accordingly, Rocket Class A common stockholders, including Redfin stockholders after the Merger, may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Risks Related to Rocket After Completion of the Merger

Rocket may not achieve the intended benefits of the Merger or the Mr. Cooper Acquisition, and the Merger or the Mr. Cooper Acquisition may disrupt our current plans or operations.

There can be no assurance that Rocket will be able to successfully integrate Redfin’s or Mr. Cooper’s assets or otherwise realize the expected benefits of the Merger. Difficulties in integrating Redfin or Mr. Cooper into Rocket may result in Rocket performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all. The integration of the three companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; increased complexity and cost in consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration or delays associated with the Merger.

The market price of Rocket Class A common stock after the Merger and the Mr. Cooper Acquisition may be affected by factors different from those affecting the price of Rocket Class A common stock or Redfin common stock before the Merger and the Mr. Cooper Acquisition.

Upon completion of the Merger and the Mr. Cooper Acquisition, holders of Rocket Class A common stock, Redfin common stock and Mr. Cooper common stock will be holders of Rocket Class A common stock. As the businesses of Rocket, Redfin and Mr. Cooper are different, the results of operations as well as the price of Rocket Class A common stock may in the future be affected by factors different from those factors affecting Rocket, Redfin and Mr. Cooper as independent standalone companies. Rocket, following the Merger and the Mr. Cooper Acquisition, will face additional risks and uncertainties that Rocket, Redfin and Mr. Cooper may currently not be exposed to as independent companies.

The market price of Rocket Class A common stock may decline as a result of the Merger and the Mr. Cooper Acquisition.

The market price of Rocket Class A common stock may decline as a result of the Merger and the Mr. Cooper Acquisition if, among other things, it is unable to achieve the expected benefits and synergies of the Merger and the Mr. Cooper Acquisition, if the Merger and the Mr. Cooper Acquisition are not completed within the anticipated timeframe, or if the transaction costs related to the Merger and the Mr. Cooper Acquisition are greater than expected. The market price of Rocket Class A common stock also may decline if Rocket does not achieve the perceived benefits and expected synergies of the Merger and the Mr. Cooper Acquisition as rapidly or to the extent anticipated by financial or industry analysts or if the

 

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effect of the Merger and the Mr. Cooper Acquisition on Rocket’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The unaudited pro forma condensed combined financial information included in this proxy statement/​prospectus is inherently subject to uncertainties and is preliminary, and the combined company’s actual financial position and results of operations after the Up-C Collapse, the Merger and the Mr. Cooper Acquisition may differ materially from these estimates and the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/​prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and is not necessarily indicative of what the combined company’s actual financial position or results of operations will be after the Up-C Collapse, the Merger and the Mr. Cooper Acquisition. The combined company’s actual results and financial position after the Up-C Collapse, the Merger and the Mr. Cooper Acquisition may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus. For more information, please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page [   ].

Redfin’s financial projections included in this proxy statement/prospectus under “Redfin Management Unaudited Prospective Financial Information” beginning on page [ ] which were considered by the Redfin Board in evaluating the Merger, used by Redfin’s financial advisor in rendering its opinion and performing its related financial analyses, and with respect to the portions thereof through the year ending December 31, 2029, made available to Rocket in connection with Rocket’s due diligence review of Redfin, reflect numerous variables, estimates and assumptions and are inherently uncertain. If any of these variables, estimates and assumptions prove to be wrong the actual results for the combined company’s business may be materially different than the results reflected in Redfin’s financial projections.

As further described below in the section titled “Redfin Management Unaudited Prospective Financial Information” beginning on page [  ] in connection with the Redfin Board’s evaluation of the Merger, preliminary internal financial projections for Redfin were prepared by the management of Redfin, for use by Redfin’s financial advisor, Goldman Sachs, in connection with the rendering of its opinion and performing its related financial analyses, as described below under “The Merger — Opinion of Redfin’s Financial Advisor” beginning on page [  ], for consideration by the Redfin Board in evaluating the Merger, and, with respect to the portions thereof through the year ending December 31, 2029, made available to Rocket in connection with Rocket’s due diligence review of Redfin. Although presented with numerical specificity, these financial projections reflect numerous variables, estimates, and assumptions made by Redfin’s management at the time the initial financial projections were prepared by Redfin. If any of these variables, estimates and assumptions prove to be wrong, the actual results for the combined company’s business may differ materially from the results reflected in the financial projections. If the assumptions reflected in the estimates prove untrue, the actual results of the combined company’s business will differ materially from the results reflected in the financial projections. The financial projections also do not reflect general business, economic, market and financial conditions and any changes in any of these conditions over the period of the projections could result in the actual results differing materially from the results reflected in the financial projections.

The provision of Rocket’s 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 Rocket’s directors and officers.

Rocket’s certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on Rocket’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of Rocket’s directors, officers or stockholders to Rocket or Rocket’s stockholders, (iii) any action asserting a claim against Rocket arising pursuant to any provision of the DGCL or Rocket’s certificate of incorporation or Rocket’s bylaws or (iv) any action asserting a claim against Rocket governed by the internal affairs doctrine has 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,

 

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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 (the “Court of Chancery”) (or if the Court of Chancery of 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 Rocket consents in writing to the selection of an alternative forum. The foregoing provision does not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Additionally, unless Rocket consents 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 Rocket believes these exclusive forum provisions benefit Rocket 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, including a former Redfin stockholder who becomes a Rocket stockholder after the Merger is completed, to bring a claim in a judicial forum that it finds favorable for disputes with Rocket or any of Rocket’s directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Rocket’s stockholders, including former Redfin stockholders who become Rocket stockholders after the Merger is completed, will not be deemed to have waived Rocket’s compliance with the federal securities laws and the rules and regulations thereunder as a result of Rocket’s exclusive forum provisions. Further, in the event a court finds either exclusive forum provision contained in Rocket’s certificate of incorporation to be unenforceable or inapplicable in an action, Rocket may incur additional costs associated with resolving such action in other jurisdictions, which could harm Rocket’s business, operating results and financial condition.

Risks Related to the Failure to Consummate the Mr. Cooper Acquisition

The Mr. Cooper Acquisition is subject to conditions, some or all of which may not be satisfied, and the Mr. Cooper Acquisition may not be completed on a timely basis, if at all. Failure to complete the Mr. Cooper Acquisition in a timely manner or at all could have adverse effects on the combined company.

The completion of the Mr. Cooper Acquisition is subject to a number of conditions, including, among others: (i) the adoption of the Mr. Cooper Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Mr. Cooper common stock entitled to vote thereon; (ii) the accuracy of the parties’ respective representations and warranties in the Mr. Cooper Agreement, as applicable, subject to specified materiality and material adverse effect qualifications; (iii) the absence of any law or order issued by any governmental authority preventing the consummation of the Mr. Cooper Acquisition; and (iv) in the case of Mr. Cooper’s obligations to complete the Mr. Cooper Acquisition, the consummation of the Up-C Collapse.

If the Mr. Cooper Acquisition is not completed, Rocket’s ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the Mr. Cooper Acquisition, Rocket will be subject to a number of risks, including the following:

•

the market price of Rocket’s Class A common stock could decline to the extent that the current market price reflects a market assumption that the Mr. Cooper Acquisition will be completed;

​

•

if the Mr. Cooper Agreement is terminated and Rocket’s Board seeks another business combination, the holders of Rocket Class A common stock cannot be certain that Rocket will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms of the Mr. Cooper Agreement;

​

•

time and resources committed by Rocket’s management to matters relating to the Mr. Cooper Acquisition could otherwise have been devoted to pursuing other beneficial opportunities for Rocket;

​

•

Rocket may experience negative reactions from the financial markets or from customers, suppliers, business partners or employees; and

​

•

Rocket may be the target of litigation related to any failure to complete the Mr. Cooper Acquisition or related to any enforcement proceeding commenced against Rocket to perform its obligations pursuant to the Mr. Cooper Agreement.

​

 

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Other Risk Factors of Rocket and Redfin

Rocket’s and Redfin’s businesses are and will be subject to all the risks described above. In addition, Rocket and Redfin are and will continue to be subject to all the risks described in Rocket’s and Redfin’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2024, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into, this proxy statement/prospectus. For the location of information incorporated by reference into this proxy statement/prospectus, see the section titled “Where You Can Find More Information” beginning on page [   ].

 

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THE MERGER

This section and the section titled “The Merger Agreement” beginning on page [ ] describe the material aspects of the Merger, including the Merger Agreement. While Rocket and Redfin believe that the following description covers the material terms of the Merger, the description may not contain all of the information that is important to you. Rocket and Redfin encourage you to read carefully this entire proxy statement/​prospectus, including the Merger Agreement attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the Merger.

Parties to the Merger

Rocket Companies, Inc.

1050 Woodward Avenue
Detroit, MI 48226
(313) 373-7990

Rocket is a Detroit-based financial technology company with a platform of mortgage, real estate, and personal finance businesses — Rocket Mortgage, Rocket Homes, Rocket Close, Rocket Money and Rocket Loans. Rocket’s proprietary technology platform is designed to deliver a seamless, AI-driven homeownership experience, integrating home search, mortgage origination, title and closing, and personal financial management. Since its inception in 1985, Rocket has demonstrated a consistent ability to develop and scale technology-driven solutions that enhance client experiences, automate operations, and extend its capabilities to partners. Rocket Class A common stock is listed on NYSE under the symbol “RKT.”

This proxy statement/prospectus incorporates important business and financial information about Rocket from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference, see the section titled “Where You Can Find More Information” beginning on page [ ].

Neptune Merger Sub, Inc.

1050 Woodward Avenue
Detroit, MI 48226
(313) 373-7990

Neptune Merger Sub, Inc., a direct wholly owned subsidiary of Rocket, is a Delaware corporation formed on March 6, 2025, for the purpose of engaging in the transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will be merged with and into Redfin, and Merger Sub will cease to exist.

Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement.

Redfin Corporation

1099 Stewart Street, Suite 600
Seattle, WA 98101
(206) 576-8610

Redfin helps people buy and sell homes. Representing customers in approximately 100 markets in the United States and Canada, Redfin is a residential real estate brokerage. Redfin pairs their own agents with their own technology to create a service that is faster, better, and costs less. Redfin meets customers through their listings-search website and mobile application. They use the same combination of technology and local service to originate, service, and subsequently sell mortgage loans and offer title and settlement services. Redfin also offers digital platforms to connect consumers with available apartments and houses for rent and for other advertising. Their mission is to redefine real estate in the consumer’s favor. Redfin’s common stock is listed on Nasdaq under the symbol “RDFN.”

 

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This proxy statement/prospectus incorporates important business and financial information about Redfin from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference, see the section titled “Where You Can Find More Information” beginning on page [ ].

General Description of the Merger

Rocket, Redfin and Merger Sub have entered into the Merger Agreement, dated as of March 9, 2025, which provides for the Merger of Merger Sub with and into Redfin. As a result of the Merger, the separate existence of Merger Sub will cease, and Redfin will continue its existence under the laws of the State of Delaware as the Surviving Corporation and as a wholly owned subsidiary of Rocket. It is expected that the name of the surviving company will continue to be “Redfin Corporation” after completion of the Merger.

Consideration to be Received by Redfin Stockholders

At the Effective Time, by virtue of the Merger and without any further action on the part of the parties, each share of Redfin common stock issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares, as defined below) will be automatically converted into the right to receive the Merger Consideration, calculated in accordance with the Exchange Ratio, and cash in lieu of any fractional shares of Rocket Class A common stock, without interest.

The Exchange Ratio is fixed, which means that it will not change between now and the Effective Time. Therefore, the value of the Merger Consideration will depend on the market price of Rocket Class A common stock at the Effective Time. The market price of Rocket Class A common stock has fluctuated since the date of the announcement of the Merger Agreement and may continue to fluctuate from the date of this proxy statement/prospectus to the date of the Redfin virtual special meeting, the date the Merger is completed and thereafter. The market price of Rocket Class A common stock, when received by Redfin stockholders after the Merger is completed, could be greater than, less than or the same as the market price of Rocket Class A common stock on the date of this proxy statement/prospectus. Accordingly, you should obtain current market quotations for Rocket Class A common stock and Redfin common stock before deciding how to vote with respect to any of the proposals described in this proxy statement/prospectus. Rocket Class A common stock is traded on the NYSE under the symbol “RKT,” and Redfin common stock is traded on the Nasdaq under the symbol “RDFN.”

At the Effective Time, all shares of Redfin common stock held by Redfin, Rocket or Merger Sub will be cancelled and extinguished without any conversion or payment of any property or consideration and will cease to exist.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalog every conversation among the Redfin Board and its Strategic Matters Committee, the Rocket Board, their respective representatives, or other parties.

The Redfin Board and Redfin’s senior management regularly review and discuss Redfin’s performance, business strategy, and competitive position. In addition, the Redfin Board and senior management regularly review and evaluate various strategic alternatives, including acquisitions, dispositions, and other strategic transactions, as part of ongoing efforts to strengthen their respective overall business and enhance stockholder value. This review has included, among other things, the consideration of potential opportunities for business combinations, acquisitions, and other financial and strategic alternatives, in each case, with a view towards enhancing stockholder value. In addition, Redfin has from time to time received unsolicited inquiries from strategic parties that were interested in exploring a potential acquisition of Redfin. To facilitate preliminary discussions regarding potential strategic transactions or commercial relationships received from time to time, Redfin entered into a non-disclosure agreement with Rocket in 2022, and with each of Party A and Party B in 2023.

On October 31, 2024, a representative of Party A called Glenn Kelman, Redfin’s Chief Executive Officer, and inquired whether Redfin would be open to discussing an acquisition by Party A. The representative of Party A did not propose a valuation for Redfin.

 

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Throughout November 2024, as Mr. Kelman engaged in discussions with each of Party A and, as discussed below, Party B and Rocket, he consulted with David Lissy, Chairman of the Redfin Board, and Bradley Singer, a member of the Redfin Board, regarding these discussions.

On November 11, 2024, a representative of Party B reached out to Mr. Kelman to propose initiating discussions regarding a potential strategic transaction. Later that evening, Mr. Kelman responded indicating that the Redfin Board would evaluate any expressions of interest with respect to potential strategic transactions.

On November 15, 2024, Mr. Kelman met with Varun Krishna, the Chief Executive Officer of Rocket, at Mr. Krishna’s suggestion. During the meeting, Mr. Krishna told Mr. Kelman that Rocket was interested in exploring a potential acquisition of Redfin and outlined the potential strategic benefits of such a transaction, including, among other things, the potential synergies between Redfin’s real estate platform, network of real estate agents and Rocket’s mortgage lending capabilities.

On November 20, 2024, Mr. Kelman met with senior executives of Party B to discuss a potential transaction. During the meeting, the senior executives informed Mr. Kelman that Party B was interested in discussing an acquisition of Redfin.

On November 29, 2024, Mr. Kelman spoke by phone with a senior executive of Party A. During this call, such representative of Party A suggested that Mr. Kelman visit Party A’s offices and meet with Party A’s Chief Executive Officer to explore a potential transaction.

On December 4, 2024, the Redfin Board held a meeting joined by members of senior management. At this meeting, the Redfin Board reviewed an updated financial plan for 2025, which incorporated assumptions regarding the potential impact of more challenging macroeconomic conditions than previously anticipated. The Redfin Board and members of senior management then discussed plans for reduction in headcount and the potential exploration of a strategic commercial relationship involving Redfin’s rentals business. Mr. Kelman then provided a report on the strategic inquiries Redfin had received and his discussions with representatives of Rocket, Party A and Party B. The Redfin Board then evaluated the opportunities and challenges associated with the process of exploring potential strategic transactions and considered the potential formation of a strategic matters committee to oversee and provide direction to management and advisors throughout such a process. The Redfin Board also discussed the engagement of Goldman Sachs to advise on such a process and instructed management to negotiate an engagement letter with Goldman Sachs, subject to approval by such strategic matters committee to be formed. Additionally, the Redfin Board authorized Mr. Kelman to continue discussions with Rocket, Party A, and Party B and, when appropriate and subject to amendment of the existing non-disclosure agreements with each such party to, among other things, include a customary standstill provision, and provide initial high-level due diligence information to these parties.

On December 9, 2024, a representative of Redfin contacted Goldman Sachs, who had previously provided financial advisory services to Redfin, including in connection with its initial public offering and other capital markets transactions, to discuss the possibility of Goldman Sachs advising Redfin with respect to the recent unsolicited expressions of interest that Redfin had received. Redfin involved Goldman Sachs based on its familiarity with Redfin’s business and market, expertise and experience in managing complex strategic transactions and prior experience informally advising the Redfin board on strategic matters.

On December 10, 2024, Mr. Kelman met with the Chief Executive Officer and other representatives of Party A at Party A’s headquarters. During the meeting, the Chief Executive Officer of Party A confirmed Party A’s interest in acquiring Redfin and proposed discussing acquisition terms. Mr. Kelman noted that multiple parties had expressed interest in such a transaction and indicated that Redfin intended to provide the same information to all interested parties.

On December 12, 2024, the Redfin Board established a committee of independent directors (the “Strategic Matters Committee”), comprised of David Lissy, Bradley Singer and James Slavet. Messrs. Lissy, Singer and Slavet had each informed the other directors that they did not have any conflicting relationships with Rocket, Party A or Party B. The purpose of the Strategic Matters Committee was to facilitate the Redfin Board’s active involvement in Redfin’s discussions and consideration of strategic alternatives, to direct and supervise management and Redfin’s advisors in connection with the evaluation, solicitation, negotiation and

 

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review of potential transactions, and to approve the engagement of advisors. The Strategic Matters Committee did not have the authority to approve any transaction. The Strategic Matters Committee was not created to address any actual or perceived conflict of interest, and its members did not receive any additional compensation for serving on the Strategic Matters Committee.

On December 13, 2024, the Strategic Matters Committee met, with members of Redfin’s senior management and representatives of Goldman Sachs in attendance. At this meeting, the committee and the representatives of Goldman Sachs discussed Redfin’s approach to handling inbound strategic interests and diligence processes, and discussed next steps for managing ongoing outreach. The representatives of Goldman Sachs then left the meeting, and the committee then discussed the potential engagement of Goldman Sachs as Redfin’s financial advisor in connection with a potential sale transaction.

On December 16, 2024, Mr. Kelman spoke with Mr. Krishna by phone. During this call, Mr. Kelman informed Mr. Krishna that multiple parties had expressed interest in acquiring Redfin and that Redfin planned to begin sharing the same business information with potential acquirers in January 2025, followed by management meetings. Mr. Krishna expressed interest in pursuing a potential transaction.

On December 17, 2024, Mr. Kelman met with a representative of Party B to discuss the possibility of a strategic transaction. During the meeting, Mr. Kelman informed the representative of Party B that in January 2025, a financial advisor would begin sharing the same business information regarding Redfin with potential acquirers and facilitate subsequent meetings. The representative of Party B reiterated Party B’s interest in a potential transaction with Redfin.

On December 19, 2024, the Strategic Matters Committee met, with Mr. Kelman and Redfin’s Chief Financial Officer and Chief of Legal Affairs and Digital Revenue in attendance. At the meeting, Mr. Kelman provided an update regarding his recent discussions with parties that had expressed interest in a potential transaction. The committee also continued its prior discussion with respect to the strategic framework for structuring the process, including the approach to due diligence and potential negotiations.

On December 21, 2024, representatives of Goldman Sachs, at the direction of the Redfin Board, reached out to representatives of Party B to discuss the due diligence process, access to Redfin management and the timing of submission of an indication of interest.

On December 23, 2024, Party B provided Redfin through email with a preliminary list of financial, operational, and strategic questions as part of its initial due diligence review.

On December 27, 2024, Rocket provided Redfin through email with an initial list of information requested for its initial due diligence review.

On January 1, 2025, Redfin and Rocket entered into an amendment to a previously executed non-disclosure agreement, which had originally been entered into in connection with Rocket’s earlier expression of strategic interest in Redfin. Among other things, the amendment extended the original non-disclosure agreement’s standstill provision, under which Rocket and its controlled affiliates were restricted from taking certain actions, including acquiring Redfin securities, for a period of 12 months from the amendment date. The standstill did not include a “don’t ask — don’t waive” provision.

On the same day, Redfin also entered into a non-disclosure agreement with Party B, which included a customary standstill provision that expired upon Redfin’s entry into a definitive agreement for a sale of Redfin and other terms designed to facilitate a strategic review process, and did not include a “don’t ask — don’t waive” provision. On January 2, 2025, representatives of Goldman Sachs delivered data packages containing the preliminary due diligence information to Rocket and Party B.

On January 6, 2025, a representative of Party A informed Mr. Kelman that, after evaluating the opportunity, Party A was not interested in pursuing an acquisition of Redfin at such time.

On January 8, 2025, Redfin and Rocket held a management meeting, attended by Mr. Kelman, Redfin’s Chief Officer of Legal Affairs and Digital Revenue, Chief Financial Officer, and Chief Growth Officer, as well as Rocket’s Chief Executive Officer, Chief Financial Officer and other senior executives, and representatives of Goldman Sachs. During this meeting, the parties discussed Redfin’s financial outlook and strategic direction, including Redfin’s 2025 financial plan, operational metrics, market positioning.

 

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During this meeting, representatives of Redfin requested that, to the extent Rocket intended to pursue an acquisition of Redfin, that Rocket provide a proposal for an acquisition of Redfin by January 16, 2025 (and representatives of Goldman Sachs reiterated this request to representatives of Rocket later that same day).

Later that same day, these members of Redfin’s senior management also met in person with senior executives of Party B to discuss a potential strategic transaction, during which meeting representatives of Redfin requested that Party B provide a proposal for an acquisition of Redfin by January 16, 2025.

On January 9, 2025, Mr. Kelman met with a senior executive of Party B to discuss the possibility of a strategic transaction. During the meeting, the senior executive of Party B informed Mr. Kelman that Party B was not interested in acquiring Redfin. Later that same day, Redfin announced a reduction in force affecting 46 employees, primarily in corporate and administrative functions, program management, and field leadership roles.

On January 16, 2025, Mr. Krishna contacted Mr. Kelman to indicate that Rocket intended to submit a proposal for an acquisition of Redfin. Later that same day, Rocket submitted a non-binding proposal (the “January 16 Proposal”) to acquire all outstanding shares of Redfin common stock in exchange for Rocket Class A common stock, at an exchange ratio of 0.890 shares of Rocket Class A common stock per share of Redfin common stock. Based on the closing prices of Redfin and Rocket on January 16, the proposal represented an implied value of $10.45 per share of Redfin common stock, which represented a 35% premium to the exchange ratio implied by Rocket and Redfin’s closing stock prices on that day and a 46% premium to the 180-day average exchange ratio. The proposal was subject to customary due diligence and anticipated an accelerated 30-day diligence and negotiation period, with an expectation that the parties would discuss working together on an exclusive basis at the appropriate time. The January 16 Proposal stated that Rocket had the full support of its Chairman and founder, Dan Gilbert, and expressed a willingness to discuss potential roles for Redfin’s management team in the combined entity. However, no specific discussions regarding the terms of, or compensation for, any such roles occurred through the date of this proxy statement/prospectus.

On January 17, 2025, Redfin’s Strategic Matters Committee met to discuss the proposal, with members of Redfin’s senior management and representatives of Goldman Sachs in attendance. The Strategic Matters Committee reviewed the outcome of respective discussions with Party A and Party B, each of which had recently declined to proceed with a potential transaction. The Strategic Matters Committee then reviewed the key terms of the January 16 Proposal and instructed the representatives of Goldman Sachs to inform Morgan Stanley, Rocket’s financial advisor in connection with the proposed transaction, that the proposal would be discussed at the upcoming January 22, 2025, meeting of the Redfin Board. The Strategic Matters Committee also directed the representatives of Goldman Sachs to convey that the proposal did not meet Redfin’s expectations. Following this meeting, on January 17, 2025, a representative of Goldman Sachs spoke with a representative of Morgan Stanley and conveyed this feedback.

On January 21, 2025, representatives of Goldman Sachs provided to management of Redfin materials that summarized, based on theoretical models, the potential effects of the announcement and of the consummation of the Merger on the Capped Call Transactions to which Goldman Sachs is a counterparty.

On January 22, 2025, the Redfin Board met, with members of senior management, representatives of Fenwick & West LLP, Redfin’s outside counsel (“Fenwick”), and representatives of Goldman Sachs in attendance. During the meeting, representatives of Fenwick provided an overview of the directors’ fiduciary duties in evaluating a potential transaction. The Redfin Board then completed its customary annual approval process with respect to Redfin’s budget for 2025, which final budget reflected increased expected revenue, but reduced expectations for profitability (based on, among other things, higher projected agent compensation in the real estate services segment), from the work in process draft 2025 budget reviewed at the December 4 meeting of the Redfin Board. The Redfin Board then reviewed a forecast of Redfin’s operating results through December 31, 2035, that had been prepared based on five-year projections prepared by Redfin’s management and an extrapolation of such projections through 2034 (the “Projections”), and approved the use of the Projections by Goldman Sachs in their financial analyses of any proposals. Representatives of Goldman Sachs then discussed financial aspects of the January 16 Proposal. The Redfin Board also discussed the January 16 Proposal in detail, assessing its valuation, transaction structure, and potential benefits and risks relative to Redfin’s prospects as an independent company. The Redfin Board then discussed the response to the January 16 Proposal and determined to direct Mr. Kelman to respond to

 

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Rocket that the January 16 Proposal did not reflect a sufficient stockholder value relative to the Board’s evaluation of Redfin’s standalone prospects, but that the Redfin Board may consider a higher offer if one were presented. The Redfin Board then discussed whether to contact other parties that might be interested in acquiring Redfin, and after discussion, directed representatives of Goldman Sachs to contact representatives of Party C to discuss a potential transaction involving Redfin. The Redfin Board also considered whether to expand outreach beyond Rocket, Party A, Party B, and Party C, but after assessing the likelihood of interest and execution certainty, and weighing the potential benefits of contacting additional parties against the risk of leaks, determined (i) that the risk of leaks outweighed the potential benefits of a broader outreach and (ii) that Party A, Party B, Party C and Rocket were the parties most probable acquirers with the ability to consummate a transaction on terms that might be attractive to the Redfin Board.

On the same day, at the direction of the Redfin Board, representatives of Goldman Sachs contacted Party C because of Party C’s strategic assets in the space to inform Party C that Redfin had received inbound indications of interest and was assessing its alternatives.

On January 23, 2025, Party C indicated interest to Goldman Sachs, and the form of confidentiality agreement was sent to Party C.

On January 25, 2025, representatives of Goldman Sachs provided to representatives of Rocket due diligence information regarding Redfin, including five-year projections that constituted a subset of the Projections.

On January 27, 2025, representatives of Rocket and Redfin, including Mr. Kelman, Redfin’s Chief Financial Officer and Chief Growth Officer and Rocket’s Chief Financial Officer and Treasurer met to discuss Redfin’s financial plan and projections in connection with the ongoing transaction discussions. During the meeting, the parties reviewed key financial metrics, revenue forecasts, cost structures, potential synergies and Redfin’s long-term strategic plan.

On the same day, Redfin received a markup of the form of confidentiality agreement from Party C.

On January 28, 2025, Redfin sent a revised confidentiality agreement to Party C, and suggested scheduling a meeting.

On January 30, 2025, Redfin entered into a confidentiality agreement with Party C to facilitate the exchange of information in connection with discussions regarding a potential strategic transaction. The confidentiality agreement included, among other things, a customary standstill provision that would expire upon the Redfin’s entry into a definitive agreement for a sale of Redfin, and did not include a “don’t ask — don’t waive” provision. Concurrently, a management meeting was scheduled for February 10, 2025.

On January 31, 2025, Mr. Krishna contacted Mr. Kelman to discuss a revised offer. On the call, Mr. Kelman indicated that Redfin was looking for a price of between $13.50 to $14 per share. Mr. Krishna responded that Rocket was willing to increase its offer, but would not exceed $13 per share of Redfin common stock. Mr. Kelman then responded that he could not confirm whether the Redfin Board would be willing to engage in further discussions or consider a potential transaction at a price below $13 per share of Redfin common stock. Mr. Krishna then inquired about the price at which Redfin would be willing to engage, and Mr. Kelman stated that Redfin would not propose a price at that time.

Later that same day, Rocket submitted a revised non-binding indication of interest (the “January 31 Proposal”), increasing its offer to 0.91 shares of Rocket Class A common stock per share of Redfin common stock. Based on the closing prices of Redfin and Rocket on January 31, the revised proposal represented a 43% premium to the exchange ratio implied by Redfin and Rocket’s closing stock prices on that day, a 47% premium to the 180-day average exchange ratio, and an implied value of $11.47 per share of Redfin common stock, which was a 10% increase from the January 16 Proposal. The proposal did not reiterate Rocket’s request to negotiate on an exclusive basis, but stated that Rocket was prepared to commence due diligence and definitive agreement negotiations immediately.

On February 1, 2025, the Strategic Matters Committee met, with members of Redfin’s senior management and representatives of Fenwick and Goldman Sachs in attendance, to discuss the January 31 Proposal. Representatives of Goldman Sachs discussed financial aspects of the January 31 Proposal. Following

 

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discussion, the Strategic Matters Committee reached a preliminary conclusion that it would direct Redfin’s senior management to respond to the January 31 Proposal by indicating that the Redfin Board was not willing to engage in negotiations at the implied price of $11.47 per share of Redfin common stock, and that the Redfin Board would be willing to engage in discussions at a valuation range of $13.50 to $14.00 per share of Redfin common stock, which implied an exchange ratio of approximately 1:1 based on then-current trading prices of the common stock of Redfin and Rocket.

On February 2, 2025, the Strategic Matters Committee met, with members of Redfin’s senior management and representatives of Goldman Sachs in attendance. At the meeting, the Strategic Matters Committee continued its review of the January 31 Proposal, discussed potential responses, and considered next steps in the process, ultimately concluding to confirm its preliminary conclusion of the prior day’s meeting. Later on the same day, with the authorization of the Strategic Matters Committee, a representative of Goldman Sachs communicated to a representative of Rocket Redfin’s response to the January 31 Proposal, proposing a valuation range of $13.50 to $14.00 per share of Redfin common stock, which implied an exchange ratio of approximately 1.1 (the “February 2 Counterproposal”).

On February 4, 2025, a representative of Goldman Sachs spoke with Brian Brown, the Chief Financial Officer of Rocket, who informed the representative of Goldman Sachs that Rocket would not be able to significantly increase its proposed valuation, and that any potential adjustment would be incremental and subject to further due diligence.

On February 5, 2025, Mr. Krishna contacted Mr. Kelman to discuss the January 31 Proposal. Mr. Kelman reiterated that the Redfin Board was not willing to engage in negotiations at the price of $11.47 per share of Redfin common stock, noting that the proposed price increase was primarily due to an increase in Redfin’s stock price, while the exchange ratio had not materially changed.

On the same day, following approval of the terms by the members of the Strategic Matters Committee, Redfin entered into an engagement letter with Goldman Sachs dated January 30, 2025 to serve as its financial advisor in connection with a potential sale transaction.

Later that same day, the Redfin Board met, with members of senior management and representatives of Goldman Sachs and Fenwick in attendance. During the meeting, Mr. Kelman updated the Redfin Board on his discussions with Mr. Krishna, and the Redfin Board further considered the merits of Rocket’s proposal. After such discussion, the Redfin Board directed representatives of Goldman Sachs to inform Rocket that Redfin was unable to continue discussions regarding the proposal based on the prospect of modest incremental price adjustments.

Later that same day, Mr. Krishna contacted Mr. Kelman to inquire whether Redfin had a specific price that it would be willing to accept. Mr. Kelman responded that Redfin had delivered the February 2 Counterproposal and he hoped a valuation within the range of that proposal would be acceptable to Rocket. Mr. Kelman also reiterated that Redfin Board was not willing to engage in negotiations at the price of $11.47 per share of Redfin common stock.

On February 6, 2025, Mr. Krishna and Mr. Kelman had multiple discussions regarding the implied price that would be used to calculate the exchange ratio. During such discussions, Mr. Krishna asked Mr. Kelman whether the Redfin Board would be open to considering an offer below $13 per share of Redfin common stock. Mr. Kelman responded that while the Redfin Board would carefully review any offer, the Redfin Board was looking for more than a modest incremental price increase, and reiterated the terms set forth in the February 2 Proposal. Mr. Krishna informed Mr. Kelman that Rocket would send an updated proposal the next day.

On February 7, 2025, Mr. Krishna informed Mr. Kelman that he needed until Tuesday, February 11, to discuss with Mr. Gilbert whether Mr. Gilbert would be supportive of a valuation of $13 per share, and of presenting such a valuation to the Rocket board, but that he did not expect Rocket would be able to offer $13 per share of Redfin common stock. Mr. Kelman responded that he was uncertain whether the Redfin Board or management would accept an offer below that amount.

On February 10, 2025, Redfin and Party C held a management meeting, attended by Mr. Kelman, Redfin’s Chief of Legal Affairs and Digital Revenue, Redfin’s Chief Financial Officer and Chief Growth

 

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Officer, Party C’s Chief Executive Officer, Chief Financial Officer and other senior executives, and representatives of Goldman Sachs. During this meeting, the parties discussed Redfin’s financial outlook and strategic direction, including Redfin’s 2025 financial plan, operational metrics, market positioning.

On February 11, 2025, Redfin announced a commercial partnership with Zillow, Inc., designating Zillow as the exclusive provider of multifamily rental listings on Redfin and its affiliated platforms.

On February 12, 2025, Mr. Krishna, Mr. Kelman, Rocket’s Chief Financial Officer, Redfin’s Chief Financial Officer and Chief Growth Officer, Redfin’s Chief of Legal Affairs and Digital Revenue, other senior executives from Rocket and Redfin and representatives of Morgan Stanley and Goldman Sachs met to discuss the commercial partnership with Zillow.

On the same day, a representative of Morgan Stanley contacted a representative of Goldman Sachs and indicated that Rocket would need to assess the commercial partnership with Zillow and accordingly would not be able to propose a revised valuation until after February 12, 2025.

On February 13, 2025, Mr. Krishna contacted Mr. Kelman and proposed a valuation of $12.50 per share of Redfin common stock based on a fixed exchange ratio of Rocket stock, indicating that this was Rocket’s final offer. Later that same day, Rocket provided Redfin with a written, non-binding proposal reflecting this valuation (the “February 13 Proposal”). Based on the closing prices of Redfin and Rocket on February 13, 2025, the revised proposal implied an exchange ratio of 0.972 shares of Rocket Class A common stock per share of Redfin common stock, a 46% premium to Redfin’s closing stock price on that day, and a 55% premium to the 30-day volume-weighted average Redfin stock price. The revised proposal increased the price by $1.03 per share of Redfin common stock from the January 31 Proposal and $2.05 per share of Redfin common stock from the January 16 Proposal.

On February 13, 2025, the Strategic Matters Committee met, with members of Redfin’s senior management and representatives of Fenwick and Goldman Sachs in attendance. At this meeting, representatives of Goldman Sachs summarized the key terms of the February 13 Proposal and discussed financial aspects of such proposal. After discussion, the Strategic Matters Committee instructed senior management to schedule a meeting with the Redfin Board to discuss Redfin’s willingness to proceed with negotiation of a definitive agreement on the basis of the February 13 Proposal.

On February 14, 2025, the Redfin Board met, with Mr. Kelman, Redfin’s Chief Financial Officer, Redfin’s Chief of Legal Affairs and Digital Revenue, and Redfin’s Chief Growth Officer in attendance, to discuss the February 13 Proposal. After discussion, the Redfin Board, confirming the recommendation by the Strategic Matters Committee, instructed senior management to communicate Redfin’s willingness to proceed with negotiation of a definitive agreement and to engage in detailed confirmatory due diligence with respect to a transaction based on an implied valuation of $12.50 per share of Redfin common stock based on a fixed exchange ratio of Rocket stock. Following the meeting on February 14, 2025, senior management directed Fenwick to begin negotiating the terms of the definitive agreement with the outside counsel of Rocket, and Redfin opened a virtual data room containing due diligence information and furnished access to such data room to Rocket.

Later that same day, representatives of Fenwick met with representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), outside counsel to Rocket, to discuss the process for negotiations of the Merger Agreement.

Later that evening, representatives of Fenwick delivered an initial draft of the Merger Agreement to representatives of Paul, Weiss, which, among other provisions, included (i) a termination fee payable by Redfin under certain circumstances equal to 2.5% of the implied equity value of the transaction (the “Redfin Termination Fee”), (ii) an affirmative obligation for Rocket to refrain from engaging in any transaction that would reasonably be expected to impair, materially delay or prevent the obtaining of required antitrust approvals, and (iii) a provision stating that the transaction will be structured as a reorganization under Section 368(a) of the Code.

On February 15, 2025, representatives of Paul, Weiss sent representatives of Fenwick a list of confirmatory due diligence requests.

 

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On February 16, 2025, Mr. Krishna and Mr. Brown spoke with Mr. Kelman and Redfin’s Chief of Legal Affairs and Digital Revenue, to discuss transaction timing. During the call, Mr. Krishna and Mr. Brown indicated that Rocket expected that its due diligence process would not be completed until March 2025. In addition, Mr. Krishna indicated that Rocket planned to collapse its “Up-C” structure and to transition from a dual-class stock structure to a structure in which all voting shares would be entitled to one vote per share.

On February 17, 2025, Mr. Kelman spoke with Mr. Krishna. During the call, they discussed the transaction process and the timeline to transaction signing.

Between February 14, 2025 and the signing of the Merger Agreement, Redfin provided Rocket and its third-party advisors with access to a virtual data room containing materials responsive to Rocket’s due diligence requests. During this period, members of Redfin’s management held numerous due diligence meetings with Rocket and its advisors, and responded to hundreds of additional due diligence requests. These meetings covered topics that included financial and tax matters, legal matters, brokerage and services, mortgage and title operations, product strategy, marketing, human resources, technology and information security.

On February 19, 2025, representatives of Goldman Sachs sent Redfin a customary disclosure letter regarding its relationships with Rocket and other relevant parties.

On February 20, 2025, Mr. Kelman met with Mr. Krishna and Mr. Gilbert to discuss the potential transaction.

On February 20, 2025, representatives of Paul, Weiss delivered to representatives of Fenwick a revised draft of the Merger Agreement, proposing, among other terms, (i) increasing the Redfin Termination Fee to 3.75% of the implied fully diluted equity value of the contemplated transaction, and (ii) providing that the collapse of Rocket’s “Up-C” structure would be completed prior to closing pursuant to a Transaction Agreement that would be entered into by Rocket prior to signing of the Merger Agreement.

On February 21, 2025, Party C provided follow-up diligence requests to Redfin, and Redfin provided responsive due diligence information to Party C on March 2, 2025.

On February 22, 2025, representatives of Fenwick delivered to Paul, Weiss an initial draft of the Redfin disclosure letter relating to the draft Merger Agreement.

On February 23, 2025, Redfin’s Strategic Matters Committee met, with members of Redfin’s senior management and representatives of Fenwick and Goldman Sachs in attendance. During the meeting, a representative of Fenwick reviewed with the committee the open points in the draft Merger Agreement. Representatives of Goldman Sachs also led a discussion with the Redfin Board on the merits and risks of proposing an exchange ratio with fixed values at upper and lower price thresholds, and a floating exchange ratio within that range based on an implied value of $12.50 per share of Redfin common stock. Following such discussions, the Strategic Matters Committee instructed Fenwick to send a revised draft of the Merger Agreement to Paul, Weiss and to introduce the negotiation of the proposed floating exchange ratio when appropriate.

Later that same day, representatives of Fenwick delivered a revised draft of the Merger Agreement to representatives of Paul, Weiss, which, among other changes, (i) adjusted the Redfin Termination Fee to 2.85% of the implied fully diluted equity value of the transaction, calculated using the treasury stock method and (ii) indicated that Redfin expected to discuss the exchange ratio structure.

On February 24, 2025, representatives of Redfin, including Mr. Kelman, Redfin’s Chief of Legal Affairs and Digital Revenue, and Redfin’s Chief Financial Officer, Goldman Sachs, Rocket, and Morgan Stanley met to review Redfin’s upcoming announcement of its financial results for the fourth quarter of 2024. During the meeting, representatives of Redfin reviewed key financial and operational highlights. The parties also discussed Redfin’s financial outlook for 2025, including the anticipated impact of Redfin’s rentals partnership with Zillow.

Also on February 24, 2025, representatives of Redfin, Fenwick, Goldman Sachs, Rocket, Paul, Weiss and Morgan Stanley held a call to discuss the proposed structure and key steps of the Up-C Collapse.

 

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On February 25, 2025, representatives of Redfin and Rocket, including Mr. Kelman and Mr. Krishna and other senior executives, met to discuss Rocket’s strategic plans for the combined business post-transaction, Rocket’s financial position and business strategy, and Rocket’s fourth quarter results and future outlook.

Later on the same day, representatives of Paul, Weiss delivered a revised draft of the Merger Agreement to representatives of Fenwick, which, among other changes, adjusted the Redfin Termination Fee to 3.75% of the implied, fully diluted equity value of the contemplated transaction (calculated without using the treasury stock method).

On February 26, 2025, Mr. Kelman and Mr. Krishna reviewed the upcoming earnings announcements that both companies were scheduled to make on February 27, 2025.

On February 27, 2025, Redfin and Rocket each announced its financial results for the fourth quarter of 2024 and the full year.

On the same day, representatives of Fenwick delivered a revised draft of the Merger Agreement to representatives of Paul, Weiss, which, among other changes, (i) adjusted the Redfin Termination Fee to 2.85% of the implied, fully diluted equity value of the contemplated transaction, calculated using the treasury stock method, and (ii) included provision for the exchange ratio to be subject to a collar, such that it would float within an upper and lower threshold of a volume weighted average trading price of Rocket common stock prior to closing of the transaction, based on an implied value of $12.50 per share of Redfin common stock, subject to a fixed exchange ratio above and below such collar.

On March 3, 2025, Mr. Krishna contacted Mr. Kelman to discuss the potential transaction on the phone. During the call, Mr. Krishna discussed the increase in the transaction’s implied premium resulting from Redfin’s recent stock price decline, and said it might be appropriate for Rocket to revisit the price to be paid to Redfin stockholders. Mr. Kelman reaffirmed that Redfin would not agree to a price renegotiation. In response, Mr. Krishna indicated that he would consult with members of the Rocket Board regarding proceeding under the original terms.

On March 4, 2025, Mr. Krishna contacted Mr. Kelman to confirm that Rocket would proceed based on the $12.50 per share valuation set forth in the February 13 Proposal.

On March 5, 2025, representatives of Paul, Weiss delivered to representatives of Fenwick a revised draft of the Merger Agreement, which, among other changes, (i) adjusted the Redfin Termination Fee to 3.75% of the implied, fully diluted equity value of the contemplated transaction (calculated without using the treasury stock method) and (ii) rejected the collar concept. Also on March 5, 2025, representatives of Paul, Weiss delivered to representatives of Fenwick a draft of the transaction agreement for the Up-C Collapse, which among other things provided for a special cash dividend to holders of its Class A common stock as part of the Up-C Collapse prior to the Effective Time.

Subsequently on March 5, 2025, the Strategic Matters Committee met, with members of Redfin’s senior management and representatives of Fenwick and Goldman Sachs in attendance. During the meeting, the Strategic Matters Committee reviewed the status of discussions between Rocket and Redfin, discussed the Merger Agreement and Rocket’s planned Up-C Collapse, and gave direction to representatives of Fenwick regarding outstanding issues. During the meeting, the Strategic Matters Committee also discussed Rocket’s rejection of the collar concept in the March 5 draft of the Merger Agreement and, after consideration, determined not to pursue further inclusion of the collar concept in subsequent drafts.

Later on March 5, 2025, representatives of Fenwick delivered a revised draft of the Merger Agreement to Paul, Weiss, which, among other changes, (i) clarified that the 3.75% Redfin Termination Fee would be calculated based on the implied fully diluted equity value of the contemplated transaction using the treasury stock method, and (ii) reflected Redfin’s acceptance of the fixed exchange ratio structure.

During the period beginning on March 5, 2025 and ending on March 9, 2025, representatives of Fenwick and Paul, Weiss continued to exchange drafts of, and discuss open issues in, the Merger Agreement.

On March 6, 2025, at the direction of Rocket, a representative of Morgan Stanley shared an Up-C Collapse transaction steps presentation with Goldman Sachs, who then shared the presentation with Redfin and Fenwick.

 

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Also on March 6, 2025, at the direction of Redfin, a representative of Goldman Sachs contacted a representative of Party C to ascertain its interest in further discussions regarding an acquisition of Redfin. The representative of Party C indicated it would consult internally, although no further communication was received from Party C.

Also on March 6, 2025, Redfin and Rocket, along with their respective financial and legal advisors, held a follow-up meeting to further review Rocket’s Up-C Collapse in connection with the proposed transaction. During this meeting, representatives of Paul, Weiss and Fenwick further discussed Rocket’s plan to pay a cash dividend to holders of its Class A common stock as part of its Up-C Collapse prior to the Effective Time.

On March 7, 2025, representatives of Paul, Weiss delivered to representatives of Fenwick a revised draft of the Merger Agreement, which, among other changes, added an “Outside Date” ​(by which either party could terminate the Merger Agreement if the Merger had not then been consummated) of nine-months following execution of the Merger Agreement. Representatives of Paul, Weiss also delivered an initial draft of the Rocket disclosure letter relating to the draft Merger Agreement.

Later that same day, after the close of trading, representatives of Goldman Sachs and Morgan Stanley discussed the exchange ratio to be reflected in the Merger Agreement, and the representatives of Morgan Stanley proposed a fixed exchange ratio of 0.7926 shares of Rocket Class A common stock per share of Redfin common stock (reflecting a value of $12.50 per share of Redfin common stock based on the closing prices of the parties’ respective shares on March 7, 2025).

Subsequently on March 7, 2025, the Strategic Matters Committee met, with members of Redfin’s senior management and representatives of Fenwick and Goldman Sachs in attendance, to review the proposed exchange ratio and the proposed dividend to be paid by Rocket on its shares of Class A common stock. Following discussion, the Strategic Matters Committee directed representatives of Fenwick and Goldman Sachs to proceed on the basis of the proposed exchange ratio, while also seeking an adjustment to such ratio in the event the proposed dividend was paid. The committee further determined that, if Rocket was unwilling to agree to such an adjustment, the committee would nevertheless be prepared to proceed on the basis of the proposed exchange ratio. In addition, a representative of Fenwick reviewed the proposed nine-month Outside Date, and the Strategic Matters Committee determined that the proposed outside date was acceptable.

On March 7, 2025, representatives of Fenwick delivered a revised draft of the Merger Agreement to Paul, Weiss, which, among other things, included a provision adjusting the exchange ratio in the event that Rocket declared a special dividend as part of its Up-C Collapse prior to the Effective Time.

On March 8, 2025, representatives of Paul, Weiss delivered a revised draft of the Merger Agreement to Fenwick. The revised draft provided for an exchange ratio of 0.7926 shares of Rocket Class A common stock per share of Redfin common stock (reflecting a value of $12.50 per share of Redfin common stock based on the closing prices of the parties’ shares on March 7, 2025), and rejected Redfin’s proposed adjustment for the planned Rocket dividend, given the high value (including premium relative to Redfin’s trading price) already represented by Rocket’s offer price at that time. Later on March 8, 2025, Redfin’s Chief of Legal Affairs and Digital Revenue discussed Rocket’s rejection of the dividend adjustment to the proposed exchange ratio with Mr. Brown and subsequently reviewed the matter with a member of the Strategic Matters Committee, which, after consideration, determined not to pursue its request for a dividend adjustment and to proceed on the basis of the proposed exchange ratio. Following this review, Redfin confirmed that it would proceed to finalize the Merger Agreement for submission to the Redfin Board for consideration the following day. Later that same day, representatives of Fenwick and Paul, Weiss finalized the form of the Merger Agreement.

On March 9, 2025, representatives of Fenwick and Paul, Weiss finalized the disclosure letter, and Rocket delivered a final version of the Transaction Agreement and related documents.

Also on March 9, 2025, the Redfin Board met, with members of Redfin’s senior management and representatives of Fenwick and Goldman Sachs in attendance. During the meeting, a representative of Fenwick reviewed with the members of Redfin Board their fiduciary duties in the context of a potential acquisition. The representative also reviewed with the Redfin Board the material terms of the Merger

 

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Agreement, which had been distributed to the Redfin Board in advance. The members of the Redfin Board confirmed that none of them had any relationships with Rocket or its affiliates that would impair their ability to evaluate the transaction objectively. A representative of Goldman Sachs then reviewed its financial analysis of the exchange ratio and then delivered its oral opinion, subsequently confirmed in writing, that, as of March 9, 2025 and subject to the assumptions, qualifications, and limitations outlined in its written opinion, the exchange ratio pursuant to the Merger Agreement was fair from a financial perspective to the holders (other than Rocket and its affiliates) of shares of Redfin common stock (see the section titled “Opinion of Redfin’s Financial Advisor” for a detailed discussion of Goldman Sachs’s opinion). Following these discussions, the Redfin Board unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement, taken together, are on terms that are fair to, advisable and in the best interests of Redfin and its stockholders, (ii) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby, (iii) directed that the adoption of the Merger Agreement be submitted to the stockholders of Redfin at the Company Stockholder Meeting for approval, and (iv) resolved to recommend that the stockholders of Redfin approve and adopt the Merger Agreement.

Later on March 9, 2025, Redfin and Rocket executed the Merger Agreement, and Rocket executed the transaction agreement for the Up-C collapse.

On March 10, 2025, before the opening of trading on Nasdaq, Redfin and Rocket issued a press release announcing their entry into the Merger Agreement on March 9, 2025.

Redfin’s Reasons for the Merger; Recommendation of the Merger by the Redfin Board

In reaching their decision to approve the Merger Agreement, and in recommending that Redfin stockholders vote in favor of the adoption of the Merger Agreement, the Redfin Board considered numerous positive factors relating to the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, including the following material factors (which factors are not necessarily exhaustive or presented in order of relative importance):

•

Value of Consideration Received.   The value of the consideration to be received by Redfin stockholders as a result of the Merger, including the fact that:

​

◦

the fixed Exchange Ratio provides certainty to Redfin stockholders as to the number of shares of Rocket Class A common stock to be issued to Redfin stockholders in the Merger;

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◦

the stock consideration offers Redfin stockholders the opportunity to participate in any potential value accretion of the combined company, as well as any additional premium that may be realized in the event the combined company is sold to a third party in the future; and

​

◦

the fact that the Exchange Ratio represents a premium of approximately 63% over the volume weighted average price of Redfin common stock for the 30 trading days ending March 7, 2025, the last trading day prior to the announcement of the Merger Agreement.

​

•

Business, Financial Condition and Prospects.   The Redfin Board considered Redfin’s current, historical and prospective financial condition and results of operations, competitive position, business and prospects, including certain long-term financial projections for Redfin prepared by members of its senior management and which the Redfin Board reviewed (discussed in the sections titled “The Merger — Background of the Merger” beginning on page [ ] and “The Merger — Redfin Management Unaudited Prospective Financial Information” beginning on page [ ]).

​

•

Risks of Continuing as a Stand-Alone Company.   The Redfin Board considered the risks of continuing to execute Redfin’s stand-alone plan as an independent company, including (i) macroeconomic risks, including uncertainty in the U.S. residential real estate industry; (ii) the fact that Redfin will be required to repay $74 million in indebtedness in October 2025, $503 million of indebtedness in 2027, and an additional $235 million in 2028, which will require that Redfin raise additional financing, which may not be available, or may be dilutive to Redfin stockholders; (iii) the risks that Redfin may not achieve the expected benefits of Redfin’s recently announced partnership agreement with Zillow, Inc. and risks relating to the previously announced restructuring of Redfin’s rentals business;

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(iv) increasing competition from both existing competitors and potential entry by large, well-capitalized technology platforms; and (v) the other risk factors to Redfin’s business and prospects as set forth in Redfin’s Annual Report on Form 10-K filed with the SEC on February 27, 2025.

•

Attractive Value.   The Redfin Board considered the fact that the Exchange Ratio represented compelling risk-adjusted value for the shares of Redfin common stock and believed that the Exchange Ratio represented the best value reasonably available for Redfin stockholders, including compared to Redfin continuing to operate as a stand-alone company.

​

•

Tax-Free Reorganization.   The fact that the Merger is intended be treated as a tax-free reorganization under Section 368(a) of the Code for U.S. federal income tax purposes, as more fully described in the section titled “Material U.S. Federal Income Tax Consequences” beginning on page [ ].

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•

Consideration of Rocket’s Business and Planned Structural Simplification.   The Redfin Board further considered the business of Rocket, including Rocket’s plans to simplify its capital structure through the planned collapse by Rocket of its “Up-C” structure and reduction of its classes of common stock from four to two.

​

•

Interactions with Other Potentially Interested Counterparties.   The Redfin Board also considered that, at the direction of the Redfin Board and its Strategic Matters Committee, Redfin had engaged in discussions with three other strategic parties that the Redfin Board believed were most likely to have an interest in an acquisition of Redfin and would have the ability to consummate a transaction of this size and nature. No potentially interested counterparty other than Rocket submitted an offer.

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•

Negotiation Process.   The Redfin Board considered the fact that the terms of the Merger, including the Exchange Ratio, were the result of robust, arm’s length negotiations conducted by Redfin at the direction of the Redfin Board and its Strategic Review Committee, and with the assistance of independent financial advisors and outside legal counsel. The Redfin Board believed that the Exchange Ratio represented the best value that Redfin could reasonably obtain from Rocket for the shares of Redfin common stock, taking into account (i) Rocket’s statements, including that this price was Rocket’s final offer; (ii) the Redfin Board assessment, after consultation with its financial advisor, that other parties did not have the interest in, or capability to, acquire Redfin at a higher price; and (iii) the Redfin Board’s familiarity with the business, operations, prospects, business strategy, assets, liabilities, and general financial condition of Redfin on a historical and prospective basis and its assessment of associated risks, including execution risks with respect to Redfin’s business plan and growth targets. The Redfin Board believed, after consultation with representatives of Goldman Sachs, that further negotiations would have created a risk of causing Rocket to abandon the proposed transaction altogether or materially delaying the entry into definitive transaction agreements with respect to the proposed transaction, that it was unlikely that any other potential acquiror would be willing and able to acquire Redfin at a price in excess of the Exchange Ratio, which at the time of announcement, represented a value of $12.50 per share of Redfin common stock, even if Redfin were to conduct additional outreach, and that it was unlikely that any other potential counterparties would be willing and able to consummate a transaction with Redfin that Redfin’s Board would view as more value-maximizing for Redfin stockholders than the Merger.

​

•

Strategic Alternatives.   The Redfin Board considered the risks and potential benefits associated with other strategic alternatives and the potential for stockholder value creation associated with those alternatives, including a sale to another potential counterparty or the continuation of Redfin’s business plan as an independent public company. After a review of strategic alternatives and discussions with management and Redfin’s financial and legal advisors, the Redfin Board determined that the Exchange Ratio is more favorable to Redfin stockholders than the potential value that might result from other available strategic options.

​

•

Opinion of Goldman Sachs.   The oral opinion of Goldman Sachs, subsequently confirmed in Goldman Sachs’s written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’s written opinion, that the Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to the holders (other than Rocket and its affiliates) of shares of Redfin common stock, as more fully described below under the section titled “The Merger — Opinion of Redfin’s Financial Advisor” beginning on page [ ].

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•

Timing and Likelihood of Consummation.   The Redfin Board considered the timing and likelihood that the Merger would be consummated based on, among other things (not in any relative order of importance):

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the limited conditions to Rocket’s obligation to consummate the Merger as provided by the Merger Agreement;

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◦

the absence of anticipated substantive issues expected in connection with obtaining the termination or expiration of the applicable waiting period under the HSR Act and the meaningful obligation of Rocket to obtain such clearance; and

​

◦

the business reputation, capabilities and financial condition of Rocket.

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•

Other Terms of the Merger Agreement.   The Redfin Board considered other terms of the Merger Agreement, as more fully described under the section titled “The Merger Agreement” beginning on page [ ], including:

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◦

the ability of the Redfin Board to furnish information to, and conduct negotiations with, third parties in certain circumstances, and to terminate the Merger Agreement to accept a superior proposal upon payment of a termination fee of $65,533,735, if under the circumstances specified in the Merger Agreement;

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the remedies available to Redfin under the Merger Agreement including the rights of Redfin to specific performance and, in the event the Merger is not consummated, seek monetary damages;

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the scope of the representations, warranties, and covenants being made by Redfin and Rocket; and

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the terms of the Merger Agreement provide Redfin with sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the Merger or the termination of the Merger Agreement.

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•

Opportunity of Redfin Stockholders to Vote.   The Redfin Board considered the fact that the Merger would be subject to the approval of Redfin stockholders, and that Redfin stockholders would be free to evaluate the Merger and vote for or against the approval of the merger proposal at the Redfin virtual special meeting.

​

In the course of reaching the determinations and decisions and making the recommendation described above, the Redfin Board, in consultation with Redfin’s senior management, outside legal counsel, and financial advisors, also considered the risks and potentially negative factors relating to the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, including the following material factors (which factors are not necessarily exhaustive or presented in order of relative importance):

•

No Ongoing Equity Interest in Redfin.   The Redfin Board considered the fact that Redfin’s public stockholders will have no ongoing equity interest in the Surviving Corporation following the Merger, meaning that Redfin stockholders will cease to participate in Redfin’s potential future earnings or growth and will not benefit from any future increase in the value of Redfin following completion of the Merger, other than indirectly through their equity interest in Rocket.

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•

The Termination Fee.   The Redfin Board considered the fact that Redfin may be required to pay a termination fee of $65,533,735 to Rocket if the Merger Agreement is terminated under certain circumstances.

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•

Effect of Announcement.   The Redfin Board considered the potential effect of the public announcement of the Merger Agreement on Redfin’s employees, operations and business partners, as well as its ability to attract and retain key personnel while the Merger is pending.

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•

Interim Operating Covenants.   The Redfin Board considered the fact that the Merger Agreement imposes restrictions on the conduct of Redfin’s business prior to the consummation of the Merger, requiring Redfin to conduct its business according to its ordinary course of business consistent with past practice and refrain from taking certain specified actions without Rocket’s prior written consent. The Redfin Board considered that such restrictions may potentially delay or prevent Redfin from pursuing business strategies or opportunities that may arise while the Merger is pending.

​

 

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•

Risks That the Merger May Not Be Approved by Redfin Stockholders.   The Redfin Board considered the possibility that the merger proposal will not be approved by Redfin stockholders.

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•

Risks That the Merger Might Be Delayed or Not Be Completed at All.   The Redfin Board considered the fact that there can be no assurance that all conditions to the parties’ obligations under the Merger Agreement will be satisfied on a timely basis or at all. Furthermore, the Redfin Board considered the risks and costs to Redfin if the Merger is not consummated in the anticipated timeframe or at all, including the diversion of Redfin’s management and employees’ attention; potential employee attrition; the potential effect on vendors, partners and others that do business with Redfin; and the potential effect on the trading price of the shares of Redfin common stock.

​

•

Transaction Costs.   The Redfin Board considered the fact that significant costs have been and will continue to be incurred in connection with the Merger, and that substantial time and effort of Redfin’s management and certain other key employees will be required, potentially resulting in disruptions to the operation of Redfin’s business. If the Merger is not consummated, Redfin will be required to pay its own expenses associated with the Merger Agreement, and the resulting public announcement of the termination of the Merger Agreement could affect the trading price of Redfin common stock.

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•

Potential Conflicts of Interest.   The Redfin Board considered the potential conflicts of interest created by the fact that Redfin’s executive officers and directors may have interests in the Merger that may be different from or in addition to those of other stockholders, as described in the section titled “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger” beginning on page [ ].

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•

Regulatory Approval and Risks of Pending Actions.   The Redfin Board considered the fact that the completion of the Merger requires termination or expiration of the applicable waiting period under the HSR Act, which could subject the Merger to unforeseen delays and risk.

​

The Redfin Board believed that, overall, the potential benefits of the Merger to Redfin stockholders substantially outweighed the risks and uncertainties of the Merger.

The foregoing discussion of factors considered by the Redfin Board contains the material factors considered by the Redfin Board, but is not in any way intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger, the Redfin Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Each member of the Redfin Board applied his or her own business judgment to the process and may have given different weight to different factors. The Redfin Board did not undertake to make any specific determination as to whether any factor or any particular aspect of a factor supported or did not support its ultimate determination. Rather, the Redfin Board based its recommendation on the totality of the information presented.

Redfin Management Unaudited Prospective Financial Information

Redfin does not as a matter of course publicly disclose long term projections as to future performance, operating income or other financial results. However, Redfin’s management prepared projections through the year ending December 31, 2035 (the “Projections”) that were utilized in connection with the Merger. The Projections are included in this proxy statement/prospectus only because (1) portions of the Projections through the year ending December 31, 2029 were made available to Rocket in connection with Rocket’s due diligence review of Redfin; (2) the Projections were made available to the Redfin Board in connection with its consideration of the Merger; and (3) the Projections were also made available to Goldman Sachs, Redfin’s financial advisors, as more fully described below under the section titled “The Merger — Opinion of Redfin’s Financial Advisor” beginning on page [ ]. The Projections are not included in this proxy statement/​prospectus to influence any stockholder to make any investment decision with respect to the Merger.

The Projections are forward-looking statements. Important factors that may affect actual results and cause the Projections not to be achieved include, but are not limited to, the risks and uncertainties described below and those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” beginning on page [ ] and “Risk Factors” beginning on page [ ]. Although the Projections are presented with

 

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numerical specificity, they reflect numerous estimates and assumptions made by Redfin with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Redfin’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Redfin’s control. The Projections reflect assumptions as to certain potential business decisions that are subject to change. For example, the Projections take into account the impact of Redfin’s previously disclosed rentals partnership agreement with Zillow, Inc. and the related restructuring of Redfin’s rentals business, which is expected to occur in the second quarter of 2025. The Projections cover a number of years and such information by its nature becomes less reliable with each successive year. The Projections were prepared on a standalone basis without giving effect to the Merger. Furthermore, the Projections do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context.

In the view of Redfin’s management, the information in the Projections was prepared on a reasonable basis and reflected the best estimates and judgments available to Redfin’s management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of future results. In addition, the Projections for years after 2029 represent extrapolations of trends in the preceding years as described below. The Projections reflect subjective judgments and assumptions in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Projections, including, but not limited to, the risk that the proposed transaction may not be completed in a timely basis or at all, that Redfin may be adversely affected by other economic, business and/or competitive factors, and risks related to Redfin’s financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described under in the section titled “Risk Factors” in Redfin’s annual report for the year ended December 31, 2024. Moreover, Redfin operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for Redfin’s management to predict all risks, nor can Redfin assess the effect of all factors on Redfin’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements Redfin may make. There can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than forecast. In addition, the Projections will be affected by Redfin’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Projections cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such.

The Projections for years after 2029 were prepared by extrapolating the Projections during the period from 2025 to 2029 into expected financial performance over an additional six years (2030 to 2035). Revenue for the years 2030 through 2034 was extrapolated by a gradual decrease of expected annual revenue growth rate from 11% in 2029 to 6% by 2034. Revenue for 2035 was extrapolated by applying expected 6% revenue growth to revenue for 2034. Gross Profit for the years after 2029 was forecasted by assuming constant gross margin of 41%, in line with the gross margin in the Projections for 2029. Non-GAAP EBITDA was extrapolated by a gradual increase of expected Non-GAAP EBITDA margin from the 17% margin in the Projections for 2029 to 28% in fiscal year 2034. Non-GAAP EBITDA for 2035 extrapolated by applying expected 28% Non-GAAP EBITDA margin to extrapolated revenue for 2035. Depreciation and Amortization, Stock-Based Compensation and Capital Expenditures for 2030-2035 were extrapolated by assuming the same percentages of revenue as corresponding metrics in the Projections for 2029. Cash Taxes were extrapolated by assuming a 21% marginal tax rate.

The Projections were not prepared with a view toward public disclosure. The inclusion of the Projections should not be regarded as an indication that Redfin, Goldman Sachs, any of their respective affiliates, officers, directors, advisors or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Projections herein should not be deemed an admission or representation by Redfin that it views such Projections as material information. The inclusion of the Projections in this proxy statement/prospectus should not be regarded as an indication that the Projections will necessarily be predictive of actual future events given the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by Redfin or any other person regarding the Projections or Redfin’s

 

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ultimate performance compared to such information. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about Redfin contained in its public filings with the SEC. For additional information, see the section titled “Where You Can Find More Information” beginning on page [ ]. In light of the foregoing factors, and the uncertainties inherent in the Projections, stockholders are cautioned not to place undue, if any, reliance on the Projections.

The Projections included in this document have been prepared by, and are solely the responsibility of, Redfin’s management. Neither Redfin’s independent auditor, Deloitte & Touche LLP, nor any other independent accountant has compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Projections. The report of Deloitte & Touche LLP incorporated by reference relates solely to Redfin’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

Some of the Projections are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The financial measures included in the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measure were not provided to or relied upon by the Board or Goldman Sachs.

The following table presents a summary of the Projections (in millions):

(1)

Non-GAAP EBITDA, a non-GAAP financial measure, is calculated by starting with GAAP net income (loss) and adjusting to add back depreciation, amortization, stock-based compensation and net interest expense.

​

(2)

Unlevered Free Cash Flow (Burdened by Stock-Based Compensation), a non-GAAP financial measure, is calculated as Non-GAAP EBITDA, subtracting the impact of cash taxes paid, adjusting to include the net impact of depreciation and amortization, capital expenditures, changes in net working capital, and reduced by projected stock-based compensation.

​

Opinion of Redfin’s Financial Advisor

Goldman Sachs rendered its opinion to the Redfin Board that, as of March 9, 2025 and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to the holders (other than Rocket and its affiliates) of shares of Redfin common stock.

The full text of the written opinion of Goldman Sachs, dated March 9, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information

 

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and assistance of the Redfin Board in connection with its consideration of the Merger. Goldman Sachs’s opinion is not a recommendation as to how any holder of shares of Redfin common stock should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•

the Merger Agreement;

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•

annual reports to stockholders and Annual Reports on Form 10 K of Redfin and Rocket for the five years ended December 31, 2024;

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•

certain other communications from Redfin and Rocket to their respective stockholders;

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•

certain publicly available research analyst reports for Redfin and Rocket; and

​

•

certain internal financial analyses and forecasts (including extrapolations thereto) for Redfin prepared by its management, as approved for Goldman Sachs’s use by Redfin, which are referred to as the “Projections”, and certain net operating loss carryforwards of Redfin as prepared by the management of Redfin and approved for Goldman Sachs’s use by Redfin (the “NOLs”), which are referred to as the “NOL Projections”.

​

Goldman Sachs also held discussions with members of the senior management of Redfin regarding their assessment of the strategic rationale for, and the potential benefits of, the Merger and the past and current business operations, financial condition, and future prospects of Redfin; reviewed the reported price and trading activity for the shares of Redfin common stock and the shares of Rocket Class A common stock; compared certain financial and stock market information for Redfin and Rocket with similar information for certain other companies the securities of which are publicly traded; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering the opinion, Goldman Sachs, with Redfin’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Redfin’s consent that the Projections and NOL Projections were reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of Redfin. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Redfin or Rocket or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions contemplated by the Merger Agreement will be obtained without any adverse effect on Redfin or Rocket or on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’s opinion does not address the underlying business decision of Redfin to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to Redfin; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’s opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the Exchange Ratio pursuant to the Merger Agreement. Goldman Sachs’s opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement, the Transaction Agreement, the Merger or the Up-C Collapse or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement, the Transaction Agreement or entered into or amended in connection with the Merger or the Up-C Collapse, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Redfin or Rocket; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Redfin or Rocket, or class of such persons in connection with the Merger, whether relative to the Exchange Ratio pursuant to the Merger Agreement or otherwise. In rendering its opinion, Goldman Sachs did not take into account any differential voting or other rights between the shares of Rocket Class A common stock and the other classes of shares of common stock of Rocket.

 

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Goldman Sachs’s opinion is necessarily based on economic, monetary market and other condition as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Rocket Class A common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Redfin or Rocket or the Merger, or as to the impact of the Merger on the solvency or viability of Redfin or Rocket or the ability of Redfin or Rocket to pay their respective obligations when they come due. Goldman Sachs’s opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Redfin Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 7, 2025, the last trading day before the public announcement of the Merger and is not necessarily indicative of current market conditions.

Illustrative Discounted Cash Flow Analysis.   Using the Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Redfin to derive a range of illustrative present values per share of Redfin common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 13.0% to 18.0%, reflecting estimates of Redfin’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2024 (i) estimates of unlevered free cash flow for Redfin for the fiscal years 2025 through 2035 as reflected in the Projections and (ii) a range of illustrative terminal values for Redfin, which were calculated by applying perpetuity growth rates ranging from 4.0% to 5.0%, to a terminal year estimate of the unlevered free cash flow to be generated by Redfin, as reflected in the Projections (which analysis implied terminal year next twelve month (“NTM”) earnings before interest, taxes, depreciation and amortization (“EBITDA”) exit multiples ranging from 5.0x to 8.7x). The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Projections and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates reflecting estimates of Redfin’s weighted average cost of capital, by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including Redfin’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Redfin, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for Redfin by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Redfin the amount of Redfin’s total debt and added the amount of Redfin’s cash (taking into account $100,000,000 of cash inflow from the Rental Partnership Agreement between Redfin and Zillow, Inc. and $15,000,000 of cash outflow for expected one-time costs from such agreement (together, the “Net RPA Amount”)), cash equivalents and loans held for sale, in each case, as provided by and approved for Goldman Sachs’s use by the management of Redfin to derive a range of illustrative equity values for Redfin. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Redfin common stock, as provided by and approved for Goldman Sachs’s use by the management of Redfin, using the treasury stock method. Goldman Sachs then added a range of implied present values per share of Redfin common stock of the NOLs of $0.50 to $0.61 (which Goldman Sachs derived using illustrative discount rates ranging from 13.0% to 18.0%, reflecting estimates of Redfin’s weighted average cost of capital, and the NOL Projections and the Projections) to derive a range of illustrative present values per share of Redfin common stock ranging from $6.37 to $17.30.

 

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Illustrative Present Value of Future Share Price Analysis.   Using the Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Redfin common stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for Redfin as of December 31 for each of the fiscal years 2025 through 2027, by applying a range of multiples of illustrative enterprise value (“EV”) to estimates of Redfin’s NTM Gross Profit (“EV/NTM Gross Profit”) of 3.5x to 5.5x for each of the fiscal years 2025 through 2027. This illustrative range of EV/NTM Gross Profit multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM Gross Profit multiples for Redfin.

Goldman Sachs then subtracted the amount of Redfin’s total debt and added the amount of Redfin’s cash (taking into account the Net RPA Amount), cash equivalents and loans held for sale for each of the fiscal years 2025 through 2027, each as provided by and approved for Goldman Sachs’s use by the management of Redfin, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for Redfin for each of the fiscal years 2025 through 2027. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Redfin common stock each of fiscal years 2025 through 2027, calculated using information provided by and approved for Goldman Sachs’s use by the management of Redfin, to derive a range of implied future values per share of Redfin common stock (excluding dividends). Goldman Sachs then discounted these implied future equity values per share of Redfin common stock to December 31, 2024, using an illustrative discount rate of 18.0%, reflecting an estimate of Redfin’s cost of equity. Goldman Sachs derived such discount rate by application of CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $6.00 to $12.85 per share of Redfin common stock.

Premia Paid Analysis.   Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for majority stock transactions announced since January 1, 2020, involving a public company (excluding biotechnology companies) as the target where the disclosed enterprise values for the transaction were greater than $500 million. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 296 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 15% across the period. This analysis also indicated a 25th percentile premium of 4% and 75th percentile premium of 32% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 4% to 32% to the undisturbed closing price per share of Redfin common stock of $5.82 as of March 7, 2025, and calculated a range of implied equity values per share of Redfin common stock of $6.05 to $7.68.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’s opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Redfin or Rocket or the Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’s providing its opinion to the Redfin Board as to the fairness from a financial point of view, as of the date of the opinion, of the Exchange Ratio pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Redfin, Rocket, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

 

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The Exchange Ratio was determined through arm’s-length negotiations between Redfin and Rocket and was approved by the Redfin Board. Goldman Sachs provided advice to Redfin during these negotiations. Goldman Sachs did not, however, recommend any specific exchange ratio to Redfin or the Redfin Board or that any specific exchange ratio constituted the only appropriate exchange ratio for the Merger.

As described herein, Goldman Sachs’s opinion to the Redfin Board was one of many factors taken into consideration by the Redfin Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Redfin, Rocket, any of their respective affiliates and third parties, including RHI or any currency or commodity that may be involved in the transaction contemplated by the Merger Agreement. Goldman Sachs Investment Banking has an existing lending relationship with Rocket and/or its subsidiaries. Goldman Sachs acted as financial advisor to Redfin in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the Merger Agreement. During the two-year period ended March 9, 2025, Goldman Sachs Investment Banking has not been engaged by Redfin or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended March 9, 2025, Goldman Sachs Investment Banking has not been engaged by Rocket or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended March 9, 2025, Goldman Sachs Investment Banking has not been engaged by RHI or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may in the future provide financial advisory and/or underwriting services to Redfin, Rocket, RHI and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

In connection with Redfin’s offering of the 0.50% Convertible Notes due April 2027 (in the aggregate principal amount of approximately $575,000,000) (the “0.50% Convertible Notes”), Redfin entered into capped call transactions with respect to the 0.50% Convertible Notes (collectively, the “Capped Call Transactions”) with Goldman Sachs and other counterparties (collectively, the “Capped Call Counterparties”), each acting as principal for its own account, consisting of the purchase by Redfin of capped call options with respect to approximately 6,147,900 shares of Redfin common stock, the aggregate number of shares of Redfin common stock underlying the 0.50% Convertible Notes (with 20% purchased from Goldman Sachs). The Capped Call Transactions initially had a strike price of $93.5279 per share of Redfin common stock, which is equal to the conversion price of the 0.50% Convertible Notes based on the initial conversion rate of 10.6920 shares of Redfin common stock per $1,000 in principal amount of the 0.50% Convertible Notes, subject to an initial cap price of $138.56 per share of Redfin common stock. As of March 31, 2025, Capped Call Transactions with respect to 6,147,900 shares of Redfin common stock remain outstanding.

The Capped Call Transactions were intended to offset a portion of the potential dilutive effect on holders of Redfin common stock of the conversion of the 0.50% Convertible Notes and/or any potential cash payment in excess of the principal amount of the 0.50% Convertible Notes that Redfin may make in connection with a cash settlement of the 0.50% Convertible Notes, in each case, up to the cap price. The Capped Call Transactions, upon exercise thereof, generally require the Capped Call Counterparties to deliver to Redfin a number of shares of Redfin common stock (and/or in certain circumstances, at Redfin’s election, cash) determined based on the excess, if any, of the lower of the cap price and the price per share of Redfin common stock at that time (determined over a period specified in the Capped Call Transactions) over the strike price per share of Redfin common stock.

 

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The Capped Call Transactions may be adjusted, exercised, canceled and/or terminated in accordance with their terms in connection with certain events, including the announcement or consummation of the Merger, which could result in a payment from Goldman Sachs to Redfin. In particular, under the terms of the Capped Call Transactions, Goldman Sachs and the other Capped Call Counterparties, each acting separately as the “calculation agent” under the Capped Call Transactions to which it is a party, is entitled in certain circumstances to make adjustments to the terms of such Capped Call Transactions that reflect the economic effect of the announcement of the Merger on the embedded call options. In addition, each of Goldman Sachs and the other Capped Call Counterparties may, acting separately as the “calculation agent”, “determining party” or otherwise as principal under the Capped Call Transactions to which it is a party, determine such adjustments in respect of such Capped Call Transactions in accordance with their terms, including on or following consummation or abandonment of the Merger. All actions or exercises of judgment by Goldman Sachs, in its capacity as “calculation agent”, pursuant to the terms of the Capped Call Transactions to which it is a party, must be performed in good faith and a commercially reasonable manner.

As a result of the Capped Call Transactions, the Capped Call Counterparties are expected to have market exposure to the price of Redfin common stock. It is the ordinary practice of the Capped Call Counterparties to engage in hedging activities to limit their respective market exposure to the price of the stock underlying privately negotiated equity derivative transactions with issuers of such stock, such as the Capped Call Transactions. In connection with the Capped Call Transactions to which it is a party, Goldman Sachs (and its respective affiliates) have engaged, and will continue to engage, in accordance with applicable law, in hedging and other market transactions (which may include the entering into or unwinding of various derivative transactions with respect to Redfin common stock) that are generally intended to substantially neutralize Goldman Sachs’s exposure as a result of the Capped Call Transactions to which it is a party to changes in the price of Redfin common stock. Such hedging activity is at Goldman Sachs’s own risk and may result in a gain or loss to Goldman Sachs that may be greater than or less than the initial expected contractual benefit to Goldman Sachs under the Capped Call Transactions to which it is a party. The amount of any such gain or loss will not be known until the applicable Capped Call Transactions have been exercised, expired or terminated in accordance with their terms and Goldman Sachs shall have completed all of its hedge unwind activities. To mitigate the exposure from the Capped Call Transactions, as of the close of business on March 26, 2025, Goldman Sachs held a net long economic position of approximately 10,000 shares of Redfin common stock and was long and short a number of various other options on Redfin common stock.

Goldman Sachs provided to management of Redfin materials that summarized, based on theoretical models, the potential effects of the announcement and of the consummation of the Merger on the Capped Call Transactions to which Goldman Sachs is a counterparty. The materials included preliminary illustrative analyses by Goldman Sachs’s Investment Banking Division for a range of stated assumptions regarding takeout prices for Redfin common stock and volatilities, as well as based on other reasonable assumptions. These illustrative analyses are not necessarily accurate or complete insofar as the precise form and terms of the Merger were not known at the time of analysis. In accordance with industry practice, Goldman Sachs maintains customary institutional information barriers reasonably designed to prevent the unauthorized disclosure of confidential information by personnel in its Investment Banking Division to the personnel in its Securities Division who are undertaking hedging and other market transactions with respect to Goldman Sachs’s Capped Call Transactions. In connection with the preparation of presentations to senior management of Redfin and the Redfin Board, personnel in Goldman Sachs’s Investment Banking Division, including the representatives of Goldman Sachs who have advised Redfin in connection with the Merger, from time to time, have received or may receive input from personnel in Goldman Sachs’s Securities Division into how to model, or reports of historical measures or estimates of, Goldman Sachs’s and/or Goldman Sachs’s Investment Banking Division’s profit and/or loss over certain measurement periods related to the Capped Call Transactions.

It is not expected that the Capped Call Transactions will be exercised, canceled or terminated in connection the Merger if the 0.50% Convertible Notes remain in effect upon and after consummation of the Merger. The amount of any gain or loss to Goldman Sachs as a result of the Merger’s impact on the Capped Call Transactions will not be known until the Capped Call Transactions have been exercised, expired or terminated in accordance with their terms and Goldman Sachs and its affiliates have completed all of their unwind activities.

 

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The indenture governing the 0.50% Convertible Notes and the confirmations containing the terms of the Capped Call Transactions were included as exhibits to Redfin’s Current Report on Form 8-K filed with the SEC on March 25, 2021, which contains additional disclosure regarding the 0.50% Convertible Notes and a description of the Capped Call Transactions. All references in this section titled “Opinion of Redfin’s Financial Advisor” to share counts, conversion prices, cap prices and strike prices are subject to adjustment from time to time in accordance with the terms of the confirmations relating to the Capped Call Transactions.

The Redfin Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated January 30, 2025, Redfin engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between Redfin and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $[ ], $5 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. In addition, Redfin has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Interests of Redfin’s Directors and Executive Officers in the Merger

In considering the recommendation of the Redfin Board that you should vote to adopt the merger proposal, you should be aware that Redfin’s directors and executive officers may have interests in the Merger that are in addition to, or different from, the interests of other Redfin stockholders generally. The Redfin Board was aware of these interests and considered them, among other matters, in evaluating, negotiating, and approving the Merger and the Merger Agreement, and in making the recommendation that you adopt the Merger Agreement.

Redfin’s executive officers at any time since January 1, 2024, the first day of Redfin’s 2024 fiscal year (referred to in this section as “executive officers”) are as follows:

*

Mr. Aleem was appointed to the position of Chief of Real Estate Services on April 21, 2024.

​

Redfin’s non-employee directors at any time since January 1, 2024, the first day of Redfin’s 2024 fiscal year (referred to in this section as “non-employee directors”), are as follows:

 

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Treatment of Redfin Equity Awards

Pursuant to the terms of the Merger Agreement, at the Effective Time:

•

Redfin Options.   Each Redfin Option that is unexpired, outstanding and unexercised as of the Effective Time, whether vested or unvested, will be assumed by Rocket and converted into an Assumed Option, equal to the product of (a) the number of shares of Redfin common stock subject to such Redfin Option and (b) the Exchange Ratio. The per share exercise price of each Assumed Option will be equal to (i) the per share exercise price of such Redfin Option divided by (ii) the Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). Except for the changes made to the number and type of shares and the exercise price, each Assumed Option will be subject to the same terms and conditions, including as to vesting, vesting acceleration and exercisability, as were applicable to such Redfin Option immediately prior to the Effective Time. All Redfin Options are currently fully vested.

​

•

Redfin RSUs.   Each Redfin RSU that is unexpired, outstanding and unsettled, whether vested or unvested, immediately prior to such time will be converted into an Assumed Unit, equal to the product of (a) the number of shares of Redfin common stock subject to such Redfin RSU immediately prior to the Effective Time and (b) the Exchange Ratio. Except for the change to the number and type of shares, each Assumed Unit will be subject to the same terms and conditions, including as to vesting, vesting acceleration and issuance, as were applicable to such Redfin RSU immediately prior to the Effective Time. Each current Redfin executive officer is eligible for partial vesting acceleration of his or her outstanding and unvested Redfin Equity Awards in connection with certain qualifying terminations of employment in connection with the Merger (i.e., “double trigger”) under his or her change in control severance agreement, as described in more detail below in the section titled “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger — Potential Severance Payments and Benefits” beginning on page [ ].

​

•

Redfin PSUs.   Redfin PSUs granted in 2023 and 2024 that are outstanding as of immediately prior to the Effective Time each include an overall three-year performance period, with annual financial performance metrics that are measured for each of the three separate years during the overall three-year performance period and a relative TSR performance metric measured for the overall three-year performance period. The annual financial and operational performance-based metrics for 2023 and 2024, as applicable, have previously been measured, and will vest, subject to continued service of the executive officer through the end of the applicable three-year performance period. Pursuant to the Redfin PSU award agreements, any on-going financial performance metrics for performance periods that have not completed as of immediately prior to the Effective Time are deemed at 100% of target. Pursuant to the Redfin PSU award agreements, the achievement of each on-going TSR metric for the performance periods ending December 2025 and December 2026 will be determined as of a date not less than one week nor more than three weeks prior to the Effective Time. Such achieved Redfin PSUs, including those Redfin PSUs that were achieved prior the Effective Time, will be converted into a Converted Redfin RSU, that will vest, subject to continued service of the executive officer at the end of the applicable three-year performance period. The Converted Redfin RSUs are eligible for vesting acceleration in connection with certain qualifying terminations of employment in connection with the Merger (i.e., “double trigger”) under such Redfin PSU holder’s change in control severance agreement, as defined and described in more detail below in the section titled “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger — Potential Severance Payments and Benefits” beginning on page [ ]. Each such Converted Redfin RSU that is unexpired, unsettled and outstanding as of the Effective Time, whether vested or unvested, shall be converted into an Assumed Unit, equal to the product of (a) the number of shares of Redfin common stock subject to such Converted Redfin RSU immediately prior to the Effective Time and (b) the Exchange Ratio. Except for the change to the number and type of shares, each Assumed Unit will be subject to the same terms and conditions, including accelerated vesting, as were applicable to such Converted Redfin RSU immediately prior to the Merger.

​

•

Redfin Non-Employee Director Equity Awards.   The vesting of Redfin RSUs outstanding as of the Effective Time that are held by Redfin’s non-employee directors will be accelerated in full (i.e., “single-trigger”) pursuant to the Redfin 2017 Equity Incentive Plan. If a Redfin non-employee director has

​

 

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deferred the settlement of a vested annual Redfin RSU award, such deferred Redfin RSU will settle immediately prior to the Effective Time in accordance with the terms of the Redfin non-employee director deferral election program.

Table of Equity Compensation

The following table sets forth, for each current executive officer and director of Redfin and each person who has been a director or executive officer of Redfin at any time since January 1, 2024 (solely to the extent they hold outstanding Redfin Equity Awards), the number of shares of Redfin common stock underlying each of the Redfin Options, Redfin RSUs and Redfin PSUs that were outstanding, and the extent vested or unvested, as of April 4, 2025, which is the assumed Closing Date of the Merger solely for the purposes of the disclosure in this proxy statement/prospectus. For Redfin’s non-employee directors, the following table reflects the full acceleration of their equity awards as of April 4, 2025, which is the assumed Closing Date of the Merger solely for the purposes of the disclosure in this proxy statement/prospectus.

For purposes of the table below, the performance achievement and the resulting number of shares underlying the Redfin PSUs have been estimated as of April 4, 2025, which is the assumed Closing Date of the Merger solely for the purposes of the disclosure in this proxy statement/prospectus, in accordance with the terms of the Redfin PSU award agreements, as further described above. The relative TSR performance metric achievement measured as of April 1, 2025. Accordingly, the Redfin PSUs included in the table below are based on estimated achievement and the level of actual achievement and resulting number of achieved Redfin PSUs may be higher or lower than the number of shares included in the table below.

Table of Equity Compensation

For an estimate of the amounts that would be payable to each of Redfin’s named executive officers in respect of their unvested Redfin equity awards upon a qualifying termination at the Effective Time, see the section below titled “The Merger — Quantification of Potential Payments and Benefits to our Named Executive Officers” beginning on page [ ]. Based on the same assumptions set forth in such section, the estimated aggregate amount that would be payable to the two Redfin executive officers who are not named executive officers in respect of their unvested Redfin equity awards upon a qualifying termination at the Effective Time

 

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is $6,137,206, and the estimated aggregate amount that would be payable to the eight Redfin non-employee directors in respect of their unvested Redfin equity awards at the Effective Time is $2,185,511.

Potential Severance Payments and Benefits

Each of Redfin’s executive officers is eligible to receive severance benefits under a change in control severance agreement entered into with Redfin (a “change in control severance agreement”). Pursuant to each of the change in control severance agreements, in the event of a termination without “cause” or resignation for “good reason” ​(as defined in the applicable change in control severance agreement), in each case (i) within 12 months following a “change in control” ​(as defined in the applicable change in control severance agreement), which the Merger will constitute, or (ii) within three months preceding a “change in control,” but as to clause (ii) only if the termination occurs following the execution of a definitive agreement for a corporate transaction which, if consummated, would constitute a “change in control” ​(together, the “Change in Control Period”), referred to as a CIC qualifying termination, each executive will be entitled to the following “double-trigger” payments and benefits:

•

a lump sum cash payment equal to six months of base salary, as in effect immediately prior to (i) the executive’s termination or resignation or (ii) the change in control, whichever is greater;

​

•

a lump sum cash payment equal to six months of the executive’s COBRA continuation payments for the executive and the executive’s eligible dependents; and

​

•

accelerated vesting of all then-outstanding unvested equity awards as if the executive had continued in service for an additional 24 months of service, other than awards that vest only upon satisfaction of performance criteria and, in the case of an equity award with performance-based vesting, the vesting shall accelerate as set forth in the terms of the applicable performance-based equity award agreement, as described below.

​

Pursuant to the Redfin PSU award agreements, any Converted Redfin RSUs and described above, will be eligible for the “double-trigger” acceleration as set forth in the change in control severance agreements in the event of a CIC qualifying termination described above.

If any of the amounts provided for under the change in control severance agreements or otherwise payable to an executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax under Section 4999 of the Code, then the executive officer will be entitled to receive either full payment of benefits under his or her change in control severance agreement or such lesser amount that would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer.

The severance payments and benefits described in this section are subject to the execution and effectiveness of a waiver and release of claims in favor of Redfin.

For an estimate of the value of the payments and benefits described above that would be payable to Redfin’s named executive officers upon a CIC qualifying termination, see the section titled “The Merger — Quantification of Potential Payments and Benefits to our Named Executive Officers” beginning on page [ ].

Potential Annual Refresh Executive Equity Grants

If the Effective Time does not occur on or prior to May 28, 2025, then Redfin may, in the ordinary course of business and consistent with past practices, grant Redfin RSUs subject to time-based vesting and Redfin PSUs that would convert into Redfin RSUs with time-based vesting at the Effective Time to Redfin’s executive officers in accordance with Redfin’s annual equity refresh. Such grants of annual equity refresh Redfin RSUs and Redfin PSUs would not be eligible for any vesting acceleration provisions applicable under any agreement between such executive officer and Redfin, including any change in control severance agreement.

Potential Annual Refresh Non-Employee Director Equity Grants

If Redfin’s annual shareholder meeting has not yet occurred by June 6, 2025, then on such date, Redfin may, in accordance with the current non-employee director compensation program, grant “annual” Redfin

 

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RSUs to its non-employee directors. Such non-employee director annual awards would accelerate in full at the Effective Time pursuant to the terms of Redfin’s 2017 Equity Incentive Plan, as described in more detail in the section titled “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger — Treatment of Redfin Equity Awards” beginning on page [ ].

Potential Transaction Bonuses

In connection with the Merger, Redfin has allocated certain cash bonuses to Redfin employees, including certain named executive officers (Chris Nielsen and Anthony Kappus), to incentivize and retain such employees through the Closing of the Merger. See the section titled “The Merger — Quantification of Potential Payments and Benefits to our Named Executive Officers” beginning on page [ ] for the amounts and additional details of the transaction bonuses allocated to executive officers.

Arrangements between Redfin Executive Officers and Rocket

As of the date of this proxy statement/prospectus, none of Redfin’s directors or executive officers have entered into, or committed to enter into, any arrangement or other understanding regarding continued employment or service with Rocket following the Merger. While it is possible that Rocket may enter into such arrangements in the future, there can be no assurances that any such arrangements will be agreed upon, or if so, the terms and conditions of any such arrangements. If Rocket or its affiliates and Redfin’s executive officers do not enter into agreements regarding employment with Rocket or its affiliates, then Redfin’s executive officers will remain subject to their existing arrangements with Redfin.

Indemnification and Insurance of Directors and Officers

The Merger Agreement requires that all rights to indemnification by Redfin existing in favor of those persons who are current or former directors and officers of Redfin, and any person who becomes a director or officer of Redfin and its subsidiaries prior to the Effective Time for their acts and omissions as directors and officers of Redfin and its subsidiaries occurring on or prior to the Effective Time, as provided in Redfin’s certificate of incorporation and Redfin’s bylaws and as provided in any indemnification agreements between Redfin and such officer or director (as in effect as of March 9, 2025), will survive the Merger and be observed, honored and fulfilled, in all respects, by the Surviving Corporation to the fullest extent permitted by law for the period beginning at the Effective Time and ending on the sixth anniversary of the Effective Time (the “Indemnification Period”). During the Indemnification Period, the Surviving Corporation will have organizational documents that contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions in Redfin’s organization documents on the date of the Merger Agreement. During the Indemnification Period or such period in which a party is asserting a claim for indemnification pursuant to the foregoing, whichever is longer, the provision of the Surviving Corporation’s and its subsidiaries’ organization documents may not be repealed, amended or otherwise modified in any manner adverse to the indemnified party.

During the Indemnification Period, the Surviving Corporation will indemnify and hold harmless each indemnified person from and against any costs, fees and expenses (including attorney’s fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any legal proceeding to the extent such proceeding arises out of or pertains to (i) any action or omission in such indemnified person’s capacity as a director, officer, employee or agent of Redfin or any of its subsidiaries; or (ii) relating to the Merger Agreement and the contemplated transactions. If any indemnified person delivers notice of a claim for indemnification, then the claim will survive the Indemnification Period until it is fully and finally resolved.

The Merger Agreement requires Redfin to purchase a six-year “tail” prepaid officers’ and directors’ liability insurance policy prior to the Effective Time with benefits and levels of coverage at least as favorable as Redfin’s existing policies with respect to matters existing or occurring at or prior to the Effective Time for an amount not to exceed 300% of the last annual premium paid prior to March 9, 2025. The Surviving Corporation will (and Rocket will cause the Surviving Corporation to) maintain the tail policy in full force and effect and continue to honor its obligations thereunder for a period of six years after the Effective Time. If a policy with equivalent terms is not available within that cap, Redfin is required to purchase, and

 

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the Surviving Corporation is required to maintain, the most comprehensive tail coverage available for that amount, for a period of six years following the Effective Time.

Quantification of Potential Payments and Benefits to the Named Executive Officers of Redfin

In accordance with Item 402(t) of Regulation S-K, the below table sets forth the amount of payments and benefits that each of Redfin’s named executive officers (Glenn Kelman, Chris Nielsen, Bridget Frey, Anthony Kappus and Christian Taubman) would or may receive or retain in connection with the Merger. The compensation that may be paid or become payable to Redfin’s named executive officers in connection with the proposed Merger is subject to approval, on an advisory (non-binding) basis, by Redfin stockholders, as described below in the section titled “Proposal 2: The Redfin Compensation Proposal” beginning on page [ ].

Please note that the amounts reported below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described in the footnotes to the table. For purposes of determining the potential payments in the table below, the following assumptions were used:

(i)

The Effective Time is April 4, 2025, which is the assumed Closing Date solely for the purposes of the disclosure in this section;

​

(ii)

Each share of Redfin stock will be exchanged into a share of Rocket Class A common stock equal to the product of (a) the number of shares of Redfin stock and (b) the Exchange Ratio, rounded down to the nearest whole share;

​

(iii)

The relevant price per share of Redfin common stock is $10.546, which is the average closing price per share of Redfin common stock as reported on the Nasdaq over the first five business days following the first public announcement of the Merger on March 10, 2025, as required by Item 402(t) of Regulation S-K;

​

(iv)

Each named executive officer’s employment is subject to a qualifying termination (a termination without “cause,” or resignation for “good reason”), in either case, immediately following the Effective Time, and has delivered an effective release of claims in favor of Redfin;

​

(v)

Each named executive officer’s base salary rate remains unchanged from that in effect as of April 4, 2025;

​

(vi)

Each named executive officer’s Redfin Equity Awards are those outstanding as of April 4, 2025, without forecasting of any vesting, deferrals or forfeitures following such date;

​

(vii)

No named executive officer receives any additional equity grants or other awards on or prior to the Effective Time; and

​

(viii)

The performance achievement and the resulting number of shares underlying the Redfin PSUs for which the applicable performance period has not been completed as of April 4, 2025, have been determined in accordance with the terms of the Redfin PSU award agreements and based on performance measured as of April 4, 2025, as described above. Accordingly, such Redfin PSUs are included in the calculation below based on estimated achievement as of April 4, 2025; however, the level of actual achievement may be higher or lower than the value included in the table below.

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Some of the assumptions used in the table below are based upon information not currently available, and the actual amounts payable to Redfin’s named executive officers will depend on whether the named executive officer experiences a qualifying termination, the date of termination (if any), and the terms of the plans or agreements in effect at such time, and such amounts payable accordingly may differ materially from the amounts set forth below. Additional detail regarding the named executive officers’ interests in the Merger is provided in the section titled “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger” beginning on page [ ].

 

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Golden Parachute Compensation

(1)

Cash.   The amounts shown in this column reflect the lump-sum cash severance amount equal to six months of the named executive officer’s base salary as of the Effective Time that is payable under the named executive officer’s change in control severance agreement. The payments in this column are all “double-trigger” in nature, which means that payment of these amounts is conditioned upon a qualifying termination of employment during the Change in Control Period. The change in control severance agreements provide for a lump-sum cash severance payment amount equal to six months’ of the named executive officer’s base salary in effect at the time of the termination or at the time of the change in control, whichever is greater (see “Base Salary Severance” column in the table below). If a named executive officer will receive a transaction bonus in connection with the Merger, it is included under the “Transaction Bonus” column below.

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(2)

Equity.   The treatment of outstanding Redfin Equity Awards is described in more detail in the sections above titled “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger — Treatment of Redfin Equity Awards” and “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger — Potential Severance Payments and Benefits” beginning on pages [ ] and [ ], respectively. Amounts shown in this column represent the aggregate value of accelerated vesting of outstanding unvested Redfin Equity Awards (with the performance metrics applicable to the Redfin PSUs determined as described in the section titled “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger — Treatment of Redfin Equity Awards” beginning on page [ ]). Upon a qualifying termination of employment during the Change in Control Period under the change in control severance agreement (as described in the section titled “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger — Potential Severance Payments and Benefits of Executive Officers of Redfin” beginning on page [ ]), the named executive officers would be entitled to “double-trigger” vesting of outstanding unvested time-based equity awards (including achieved Redfin PSUs converted into Redfin RSUs subject to time-based vesting, as described in the section above titled “The Merger — Interests of Redfin’s Directors and Executive Officers in the Merger — Treatment of Redfin Equity Awards” beginning on page [ ]) for an additional 24 months of service.

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This calculation excludes the estimated value payable in respect of each named executive officer’s Redfin Options, as all outstanding Redfin Options are fully vested as of the date of this proxy statement/​prospectus.

 

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