DEF 14A of Rocket Companies, Inc., Apr 29, 2026

DEF 14A of Rocket Companies, Inc.

Filed Apr 29, 2026 · FY20250001805284-26-000056

Open on EDGAR

  1. Table of contents

    | Proxy summary .................................................................................... | 2 | Outstanding equity awards at December 31, 2025 ................. | 66 | | Proposal no. 1 — Election of Class III directors ........................................................................... | 12 | Option exercises and stock vested in 2025 .............................. | 68 | | | | Potential payments upon termination of employment or Change in Control of the Company ....................................... | 69 | | A Board with strong composition tailored to Rocket ................ | 14 | | | | Director backgrounds and qualifications ................................... | 15 | Pay versus performance .............................................................. | 74 | | Corporate governance ........................................................................ | 20 | CEO pay ratio ................................................................................ | 80 | | Board leadership ........................................................................... | 20 | Proposal no. 2 — Ratification of appointment of independent registered public accounting firm for 2026 .......... | 81 | | Director nominations and appointments .................................... | 21 | | | | Board refreshment and succession planning ........................... | 21 | Audit Committee report ................................................................ | 83 | | Director onboarding and continuing education ......................... | 22 | Audit Committee matters ............................................................. | 84 | | Board and committee evaluations .............................................. | 23 | Proposal no. 3 — Approval of the amendment to the Team Member Stock Purchase Plan .......................................................... | 85 | | Director independence ................................................................. | 24 | | | | Board meetings ............................................................................. | 25 | Security ownership of certain beneficial owners and management ........................................................................................ | 90 | | Board Committees ........................................................................ | 25 | | | | Oversight of operations and strategy by the Board ................. | 29 | Certain relationships and related person transactions ............. | 92 | | Risk oversight by the Board ........................................................ | 29 | Questions and answers about the proxy materials and 2026 annual meeting .................................................................. | 101 | | Stockholder engagement ............................................................. | 32 | | | | Corporate policies and practices ................................................ | 33 | Other matters ........................................................................................ | 108 | | Communications with our Board ................................................. | 35 | Securities authorized for issuance under equity compensation plans ...................................................................... | 108 | | Compensation of Non-Affiliated Directors .................................... | 36 | | | | Executive officers ................................................................................ | 38 | Presentation of stockholder proposals and director nominations at 2027 annual meeting ........................................ | 109 | | Compensation discussion and analysis ....................................... | 41 | | | | Compensation Committee report .................................................... | 60 | Delinquent Section 16(a) reports ................................................ | 110 | | Compensation Committee interlocks and insider participation .......................................................................................... | 60 | Access to reports and other information .................................... | 110 | | | | Forward-looking statements ........................................................ | 110 | | Named executive officer compensation tables ........................... | 61 | Appendix A — Amendment to TMSPP ........................................... | 112 | | 2025 summary compensation table ........................................... | 61 | Appendix B — Non-GAAP Financial Measures ........................... | 121 | | Grants of plan-based awards in 2025 ........................................ | 63 | | | | Narrative disclosure to summary compensation table and grants of plan-based awards table ............................................. | 64 | | |

  2. Proposal no. 1 – election of Class III directors

    Proposal no. 1 – election of Class III directors

  3. Upon the unanimous recommendation of our Nominating and Governance Committee, our

    Upon the unanimous recommendation of our Nominating and Governance Committee, our

  4. Board has nominated directors Varun Krishna, Matthew Rizik and Suzanne Shank for election

    Board has nominated directors Varun Krishna, Matthew Rizik and Suzanne Shank for election

  5. as Class III directors at the annual meeting for new three-year terms, each to serve until the

    as Class III directors at the annual meeting for new three-year terms, each to serve until the

  6. Our Board

    Our Board 2026 Proxy Report • 13 of 124

  7. Class III directors with terms expiring in 2026

    Class III directors with terms expiring in 2026 2026 Proxy Report • 16 of 124

  8. Class I directors with terms expiring in 2027

    Class I directors with terms expiring in 2027 2026 Proxy Report • 17 of 124 2026 Proxy Report • 18 of 124

  9. Class II directors with terms expiring in 2028

    Class II directors with terms expiring in 2028 2026 Proxy Report • 19 of 124 2026 Proxy Report • 20 of 124

  10. Our Nominating and Governance Committee identifies and recommends director nominees

    Our Nominating and Governance Committee identifies and recommends director nominees

  11. Non-Affiliated Director compensation limitation

    Non-Affiliated Director compensation limitation Our stockholder-approved 2020 Omnibus Incentive Plan provides that the maximum grant date fair value of awards to a Non-Affiliated Director in any single fiscal year, taken together with any cash fees paid to such director during the fiscal year, will be $750,000.

  12. 2025 director compensation table

    2025 director compensation table The table below sets forth the compensation of our directors in 2025, excluding Varun and Jay, whose compensation for their service as executive officers is covered in the 2025 Summary Compensation Table. Dan and Jennifer were affiliated directors in 2025 and did not receive compensation for their director service. Bill was an executive officer of the Company in 2025, and he did not receive any additional compensation for services provided as a director. Equity award amounts are based on grant date fair values and do not represent the actual value that will be received by each individual from the awards.

  13. 2025 director compensation table

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All other compensation ($) | Total ($) | | Bill Emerson | — | — | — | — | | Dan Gilbert | — | — | — | — | | Jennifer Gilbert | — | — | — | — | | Jonathan Mariner | 120,000 | 214,988 | — | 334,988 | | Tagar Olson(3) | 18,750 | 214,981 | — | 233,731 | | Alex Rampell | 91,648 | 214,988 | — | 306,636 | | Matthew Rizik(4) | — | — | — | — | | Suzanne Shank | 105,000 | 214,988 | — | 319,988 | | Nancy Tellem(5) | 47,019 | — | — | 47,019 |

  14. 2025 director compensation table

    (1)Reflects annual cash retainer for Board Committee and Board Committee chairperson service. (2)Reflects the grant date fair value of RSU awards granted under our 2020 Omnibus Incentive Plan in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation, disregarding the effect of estimated forfeitures (“ASC Topic 718”). The grant date fair value is calculated as of the closing price of our common stock as quoted on NYSE on the applicable grant date, multiplied by the number of shares subject to the award. With the exception of Tagar’s award, the annual equity awards were granted as of the 2025 annual meeting, June 11, 2025, and each RSU had a grant date fair value of $13.69, the closing price of our common stock on such date. As of December 31, 2025, Jonathan, Suzanne and Alex each held 15,704 unvested RSUs, Tagar held 10,974 unvested RSUs, and Matthew held 497,198 unvested RSUs and options to purchase 30,801 shares of common stock. (3)The amount reflected in the Stock Awards column for Tagar includes RSUs granted on October 1, 2025 in connection with his appointment to the Board. The RSUs will vest in full on the first anniversary of the grant date, and each RSU had a grant date fair value of $19.59, the closing price of our common stock on such date. (4)Matthew serves as the manager and Chief Financial Officer and Treasurer of RHI II and the Chief Executive Officer of ROCK, and therefore does not receive compensation for services as a director of the Company in accordance with our policy. However, he receives compensation from his consulting services to the Company and RLP. See “Certain relationships and related person transactions – Related person transactions – Other transactions.” (5)Nancy determined not to seek re-election at the 2025 annual meeting. She received a pro rata portion of the cash retainers and was not granted an RSU award in 2025. 2026 Proxy Report • 38 of 124

  15. CD&A table of contents

    | Executive summary | Page 42 | | 2025 executive compensation program and pay | Page 46 | | Annual base salary | Page 47 | | Annual cash incentive plan (AIP) | Page 48 | | Long-term equity awards | Page 51 | | Jay’s 2025 total direct compensation | Page 55 | | Compensation Governance | Page 56 | | Defining roles for effective compensation oversight | Page 56 | | Independent compensation consultant | Page 56 | | Compensation policies and practices | Page 57 | | Stock ownership guidelines for executive officers | Page 57 | | Timing and pricing of equity awards | Page 57 | | Hedging and pledging | Page 57 | | Clawback policy | Page 57 | | Benefits and perquisites | Page 58 | | Other compensation | Page 58 | | Tax considerations | Page 59 |

  16. Executive compensation program philosophy and design

    Executive compensation program philosophy and design Our Compensation Committee’s guiding philosophy in designing and administering our executive compensation program is to promote long-term value creation, balance short- and long-term performance, and provide competitive pay. Our philosophy is achieved through three compensation design objectives: In addition, our Compensation Committee considers stockholder feedback and the results of say-on-pay advisory votes to inform our executive compensation program. At our 2024 annual meeting of stockholders, the Company provided stockholders with such advisory vote, and 99% of the votes cast were “FOR” approval of our NEO compensation. Our next say-on-pay vote will be in 2027. Our executive compensation program, including for our NEOs, consists of a fixed compensation component (base salary), an annual variable cash component (bonus under our annual incentive plan, the “AIP”), and long-term variable equity component (long-term equity awards). We refer to variable compensation as compensation that is at-risk due to time-based and/or performance-based conditions. We refer to the combination of fixed and variable compensation as total direct compensation. The vast majority of NEO annual target total direct compensation is delivered in the form of variable compensation, and more specifically, long-term equity awards. We reinforce the business strategy and pay-for-performance culture through performance-based compensation, including the AIP and performance- based restricted stock units (“PSUs”). •Variable cash component: The AIP consists of objective Company financial performance metrics (two- thirds of the target) and a subjective assessment of Company performance via a scorecard (one-third of the target) covering three core focus areas: (1) Execution; (2) Client; and (3) Culture. •Variable equity component: Our long-term equity awards consist of RSUs that are subject to an ongoing service condition, and PSUs with payouts based upon achievement of performance goals. The 2025 annual equity awards granted to NEOs consisted of an equal split of the target equity grant value, 50% RSUs and 50% PSUs. 2026 Proxy Report • 43 of 124

  17. 2025 post-acquisition pay actions

    2025 post-acquisition pay actions Our Compensation Committee generally approves NEO pay decisions on an annual basis in the first quarter for each of the components of executive compensation. However, in September 2025, our Compensation Committee approved the following additional pay actions: •Base salary: Increased Varun’s base salary in recognition of the increased complexity of his role following the acquisitions of Redfin and Mr.Cooper, including the significant work ahead to integrate them into the Rocket organization to deliver the only scaled, end-to-end homeownership platform. No changes were made for other NEOs. •Annual bonus targets: Increased bonus targets (as a percentage of base salary) for Varun and Brian to recognize both their expanded scope of roles and impact delivered in 2025 from the acquisitions. No changes were made for other NEOs. •One-time special equity awards: Granted special integration awards to Varun, Brian, Heather, and Bill in recognition of their exemplary leadership in the acquisitions and to drive the achievement of rigorous cost and revenue synergies associated with the transactions. The awards were largely performance- based, with 100% delivered in PSUs for Varun and 50% in PSUs for the other NEOs. In addition to the actions above, Jay’s compensation was set based upon the terms of his employment agreement, effective October 1, 2025. See “– 2025 executive compensation program and pay” below for complete details related to 2025 pay decisions, and the “Named executive officer compensation tables – 2025 summary compensation table” for compensation earned or granted for 2025.

  18. Compensation peer group and benchmarking

    Compensation peer group and benchmarking Our Compensation Committee uses our compensation peer group, broader market survey data, and guidance from its independent compensation consultant to implement our executive compensation philosophy and design objectives. The peer group (or the broader market survey data, when peer group data is not sufficiently available) is used to develop an understanding of market compensation levels for target total direct compensation and pay mix for executives in comparable roles, as well as executive pay practices including program design. While our Compensation Committee utilizes such information broadly in connection with its annual review of executive compensation, it is not used to formulaically define pay levels. Instead, our Compensation Committee evaluates our compensation peer group, broader market pay practices, and internal pay equity and seeks to maintain pay positioning that is market competitive while allowing flexibility for differentiated, market-leading pay opportunities for high-impact, visionary leadership, and superior performance. In connection with the post-acquisition pay changes, our Compensation Committee also considered the expanded scope and responsibilities of the NEOs and the Company’s post‑acquisition scale more closely aligned with companies of greater complexity and size. Our compensation peer group includes companies that compete with us for executive talent. Our Compensation Committee generally selects peer group companies based on the following factors: Consistent with historical practice, our Compensation Committee requested that its independent compensation consultant review the composition of our peer group to be used to evaluate the 2025 executive compensation program. Following such review by the independent compensation consultant and after considering the factors discussed above, our Compensation Committee decided it was not necessary to make any changes to our compensation peer group from the peer group companies used to evaluate the 2024 executive compensation program, as included below.

  19. Annual cash incentive plan (AIP)

    Annual cash incentive plan (AIP) The 2025 AIP includes a payout based on performance against three measures for one-year performance periods ending December 31, 2025, weighted equally at target value: (1) Adjusted Revenue; (2) Adjusted EBITDA; and (3) Company scorecard of financial and non-financial strategic priorities across three focus areas - Execution, Client, and Culture.

  20. results (67% weighted at target value)

    results (67% weighted at target value) The two financial metrics of adjusted Revenue and adjusted EBITDA are key performance indicators that reflect the Company’s commitment to continuing growth and strong operational performance. Due to the significant variability in both metrics based on the mortgage market size, as a result of factors outside of the Company’s control, our Compensation Committee utilized dynamic goal setting that scales with the actual size of the mortgage market, determined after the end of the performance period. Our Compensation Committee relied upon its experience and collective business judgment, along with input from its independent compensation consultant, in establishing goals and believes they are set at levels that require strong performance for target payout and exceptional performance for maximum payout. At the time of approving the AIP in the first quarter of 2025, our Compensation Committee set target goals that vary with the actual size of the mortgage market and reflect a rigorous evaluation of the proposed business plan. For each target performance level, our Compensation Committee also established threshold (50% payout) and maximum (200% payout) performance and payout ranges. In the event performance does not reach the threshold level, no payout will be earned for the respective metric. Our Compensation Committee set the scaling between threshold and maximum payouts as a percentage of target for adjusted Revenue, or 80% and 120% of target, respectively. The performance range is wider for adjusted EBITDA, with the scaling between threshold and maximum set at 60% and 140% of target, respectively, to account for greater variability of adjusted EBITDA on a percentage basis. In addition, for adjusted EBITDA, targets were set so that threshold must be at least $150 million less than target, and maximum must be at least $150 million more than target, to appropriately differentiate payouts when the mortgage market size is on the lower and upper ends of the dynamic goal setting scale. The 2025 performance goals set in the first quarter reflected an increase over 2024 results for comparable mortgage market sizes, consistent with the Company’s rigorous goal-setting process, including anticipated productivity and profitability increases from AI investments. Following the acquisitions of Redfin and Mr. Cooper, in accordance with terms of the AIP, our Compensation Committee exercised discretion to adjust performance goals to reflect the material impact of each acquisition on the Company’s financial results and updated business expectations. After each acquisition, our Compensation Committee approved increases to 2025 AIP goals to align with the incentive framework within the scope, scale and performance expectations of the combined organization. Following the end of the performance period, the actual goals in dollars are known (based on mortgage market size), actual performance is evaluated, and if the Company has a net loss in the performance period our Compensation Committee has the discretion to reduce payouts under the AIP. 2026 Proxy Report • 49 of 124 The payout scale and 2025 performance results for both financial metrics in the 2025 AIP are set forth below.

  21. results (67% weighted at target value)

    | | | | ($ in billions) | | | | | Financial metric | Weight (%) | Performance period | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | 2025 actual performance | | Adjusted Revenue(1) | 33 | Full year | $5.750 (80% of target) | $7.187 (100% of target) | $8.625 (120% of target) | $6.859 | | Adjusted EBITDA(2) | 33 | Full year | $0.950 (60% of target) | $1.584 (100% of target) | $2.217 (140% of target) | $1.281 |

  22. Company scorecard assessment of performance (33% weighted at target value)

    Company scorecard assessment of performance (33% weighted at target value) For the subjective assessment of Company performance, payout can be earned from 0% to 200%. Our Compensation Committee chose to use a scorecard approach, consistent with 2024, informed by the CEO’s assessment against three focus areas: Execution; Client; and Culture. The final 2025 performance of 180% for this element was based on progress against a mix of internal quantitative and qualitative objectives underlying the three focus areas to drive results against long-term Company strategic goals, as summarized below. Our Compensation Committee’s overall assessment was that the Company delivered significant results against its objectives across all three focus areas. Therefore, the final performance for this part of the AIP was above target. (1)As measured by Basis Global, an independent third-party research partner, through ongoing brand health tracking using nationally representative samples of U.S. consumers. 2026 Proxy Report • 50 of 124

  23. 2025 AIP aggregate payout percentage

    2025 AIP aggregate payout percentage The total achievement for the 2025 AIP resulted in a 115% payout of the target bonus for each NEO, as included in the table below, based on weighted performance. Our Compensation Committee concluded that adjusted Revenue and adjusted EBITDA results represented solid financial performance, even though below targets. Progress on the key Company Scorecard elements of Execution, Client, and Culture were considered to be strong, significantly exceeding target performance. (1) May differ based on rounding.

  24. 2025 AIP target and actual payouts

    2025 AIP target and actual payouts The target and actual earned cash bonus amounts for our NEOs for the 2025 AIP cash bonus are set forth below, based on the following calculation: The final 2025 cash bonus payouts for each NEO, based on base salary (prorated, where applicable), target bonus percentage of base salary and AIP payout percentage are set forth below.

  25. 2025 AIP target and actual payouts

    | Name | Actual base salary ($) | Target bonus (%) | Target bonus ($) | AIP payout (%) | Actual cash bonus ($) | | Varun Krishna(1) | 1,262,603 | 275 | 3,472,158 | 115 | 3,992,981 | | Brian Brown(2) | 700,000 | 175 | 1,225,000 | 115 | 1,408,750 | | Heather Lovier | 600,000 | 100 | 600,000 | 115 | 690,000 | | Bill Banfield | 600,000 | 100 | 600,000 | 115 | 690,000 |

  26. 2025 AIP target and actual payouts

    (1)The target bonus (as a percentage of salary) for Varun was approved by our Compensation Committee in September 2025, retroactive to January 1, 2025, representing an increase from 150% in 2024 and from 225% originally approved in the first quarter of 2025. In determining the payout for 2025, our Compensation Committee determined it was appropriate to use a blended base salary rate for Varun. (2)The target bonus (as a percentage of salary) for Brian was approved by our Compensation Committee in September 2025, retroactive to January 1, 2025, representing an increase from 100% in 2024. 2026 Proxy Report • 51 of 124

  27. Long-term equity awards

    Long-term equity awards Our Compensation Committee grants RSUs and PSUs to align our executive pay with stockholder interests and long-term Company strategic goals to drive long-term stockholder value. Such alignment is based upon the combination of the use of multi-year vesting, the selection of performance metrics and goals and the use of multi-year performance periods (for PSUs), and the impact of stock price changes on the value ultimately received by the NEOs. Long-term equity is an important strategic lever to help attract, motivate, and retain the talent and experience required to drive our long-term success and aligns with stockholder value creation. In 2025, long-term equity awards to our NEOs included (1) 2025 annual equity awards and (2) one-time special integration awards made to our NEOs in recognition of their efforts completing the acquisitions of Mr. Cooper and Redfin, the related increased scope and impact of their roles, and to drive achievement of rigorous multi- year synergy goals associated with the acquisitions.

  28. Design changes for 2025 annual equity awards

    Design changes for 2025 annual equity awards Our Compensation Committee approved changes to the 2025 PSU plan design to simplify the goal-setting structure and provide balance between the refinance and purchase market share growth metrics based on consideration of market dynamics and internal business priorities, as well as input from its independent compensation consultant. Specifically, our Compensation Committee refined the mortgage market share growth performance metrics by transitioning from a cumulative three-year performance goal composed of separate annual goals to a single one-year performance goal, while maintaining the three-year cliff vesting schedule for payout (i.e., for 2025, includes a two-year service requirement after the one-year performance goal). Given the inherent volatility of the mortgage industry, where market conditions can shift rapidly due to interest rate movements and broader macroeconomic or geopolitical factors, our Compensation Committee determined that three-year goal setting created forecasting challenges. Setting a one‑year performance goal, informed by current financial forecasts and historical short‑ and long‑term performance trends, provides a more reasonable and appropriate framework for measuring performance while preserving the plan’s overall long‑term orientation, including maintaining a three-year cliff vesting schedule and the three-year performance period for Relative Total Shareholder Return (“rTSR”). In addition, the weighting between Refinance Mortgage Market Share Growth (“Refinance Market Growth”) and Purchase Mortgage Market Share Growth (“Purchase Market Growth”) was revised to be equally balanced at 25% of the total PSUs at target grant value, adjusted from 40% and 10%, respectively, in 2024, to better align with the Company’s growth strategy. There was no change to the rTSR design framework as compared to the 2024 PSU plan.

  29. 2025 annual equity award grant values

    2025 annual equity award grant values Our Compensation Committee approved an equity mix of 50% RSUs and 50% PSUs (each at target equity grant value) for our NEOs for their 2025 annual equity awards in March of 2025. Generally, the size of the awards depended on the NEO’s position and current salary, as well as management’s recommendations, competitiveness in the market, internal pay equity and other subjective factors deemed relevant by our Compensation Committee. The 2025 annual target equity award grant value for the NEOs are listed in the table below.

  30. 2025 annual equity award grant values

    | Name | Target total grant values ($)(1) | Target RSUs(1) | | Target PSUs(1) | | | | | Grant value ($) | Shares (#) | Grant value ($) | Shares (#) | | Varun Krishna | 22,000,000 | 11,000,000 | 697,526 | 11,000,000 | 697,526 | | Brian Brown | 7,000,000 | 3,500,000 | 221,940 | 3,500,000 | 221,940 | | Heather Lovier | 5,500,000 | 2,750,000 | 174,381 | 2,750,000 | 174,381 | | Bill Banfield | 5,300,000 | 2,650,000 | 168,040 | 2,650,000 | 168,040 |

  31. 2025 annual equity award grant values

    (1)The closing price for our common stock on the grant date of March 7, 2025 was $15.77. The target total grant value for the annual equity awards of our NEOs was determined by our Compensation Committee as part of 2025 annual compensation decisions. 2026 Proxy Report • 52 of 124

  32. 2025 PSU plan

    2025 PSU plan PSUs are an important compensation vehicle to promote long-term value aligned with stockholder interest, strengthening our pay-for-performance culture, and further aligning NEO compensation to Company performance. Our PSUs cliff vest after three years based on achievement against three Company performance metrics, with a payout range of 0% - 200% of target. Company performance metrics overview Our Compensation Committee continued to use the same three metrics as those set in 2024 to help to drive the Company’s overall strategic objectives of creating stockholder value and increasing mortgage market share: rTSR, Refinance Market Growth, and Purchase Market Growth. The metric weighting and brief description of each is included below. (1)TSR is defined as the stock price appreciation (or reduction) over the performance period, including reinvestment of dividends, divided by the stock price at the beginning of the period. Stock price shall be based on the 90- trading day average closing stock price of our common stock immediately preceding the first day of the performance period and the 90- trading day average of our common stock ending on the last day of the performance period. TSR is subject to adjustment by our Compensation Committee as it determines necessary to give effect to any dividend (other than regular cash dividends) or other distribution, corporate transaction, event or other change in company structure affecting the common stock of any company or the value thereof, or any other adjustment permissible under the 2025 PSU plan. (2)Our Compensation Committee determines refinance and purchase mortgage market share based on its review of independent industry reports using a consistent methodology to measure growth from the beginning to the end of the performance period. Defined metric performance periods, performance goals and payout levels The table below reflects the period over which performance is evaluated, performance goals, and corresponding payout levels for the 2025 PSU plan. The payout scales for all three performance metrics use linear interpolation between defined performance goals and payout levels.

  33. 2025 PSU plan

    | Performance metric | Performance period | Performance goal | Payout level | | Relative Total Shareholder Return(1)(3) | 3-years (January 1, 2025 to December 31, 2027) | <30th percentile | 0% | | | | 30th percentile | 50% | | | | 55th percentile | 100% | | | | ≥85th percentile | 200% | | Refinance Market Growth(2)(3) | 1-year (2025 vs 2024 market share YoY growth) | -5% | 0% | | | | 0% | 50% | | | | 4% | 100% | | | | ≥10% | 200% | | Purchase Market Growth(2)(3) | 1-year (2025 vs 2024 market share YoY growth) | 0% | 0% | | | | 8% | 100% | | | | ≥16% | 200% |

  34. 2025 PSU plan

    (1)TSR payout, equal to a specific percentage of the target number of shares, is earned based on the Company’s rTSR percentile rank against its TSR peer group. TSR payout is capped at 100% of target if Rocket has absolute negative TSR over the performance period. (2)Refinance Market Growth and Purchase Market Growth payouts, equal to a specific percentage of the target number of shares, is earned based on achievement against their respective performance goals. Our Compensation Committee determines refinance and purchase mortgage market share based on its review of independent industry reports using 2026 Proxy Report • 53 of 124 a consistent methodology to measure growth from the beginning to the end of the performance period, which our Compensation Committee is unable to determine until the fourth quarter of 2026 when the final performance and payout will be certified by our Compensation Committee. (3)Our Compensation Committee reserves the right to adjust the goals and/or the level of achievement required for any performance metric for the performance period, including to account for any (a) corporate acquisition, divestiture or other discontinued operations, (b) change in tax law or regulation or change in accounting principle, (c) corporate event or occurrence that is extraordinary or unusual in nature, or (iv) other adjustment permissible under the 2025 PSU plan. Relative total shareholder return (rTSR) peer group In determining to focus on rTSR, our Compensation Committee considered the importance of promoting long- term value creation for our stockholders. Our Compensation Committee created a peer group for rTSR comparison purposes, with advice from the Company’s independent compensation consultant. This rTSR peer group reflects companies that are operating in the same or adjacent industries as Rocket, are of a sufficient scale to be generally comparable to Rocket, and have historical stock trading profiles that are generally highly correlated to Rocket and 10-year treasury bonds. The list of companies is included in the table below.

  35. 2025 PSU plan

    | Companies(1) | | | | | Affirm Holdings Inc. | DR Horton, Inc. | NMI Holdings, Inc. | Toll Brothers, Inc. | | Ally Financial Inc. | Ellington Financial, Inc. | PayPal Holdings, Inc. | Truist Financial Corp. | | American Express Co. | Fidelity National Financial, Inc. | PennyMac Financial Services, Inc. | Upstart Holdings, Inc. | | Annaly Capital Management Inc. | First American Financial Corp. | PNC Financial Services Group, Inc. | U.S. Bancorp | | Block, Inc. | Intercontinental Exchange, Inc. | Radian Group, Inc. | UWM Holdings Corp. | | Charles Schwab | KB Home | Rithm Capital (New Residential) Corp. | Zillow Group Inc. | | Compass, Inc. | Lennar Corp. | SoFi Technologies, Inc. | | | CoStar Group Inc. | Loan Depot | Stewart Information Services Corp. | |

  36. 2025 PSU plan

    (1)Our Compensation Committee reserves the right to remove companies from the rTSR peer group due to the following events involving any such companies during the performance period: mergers, acquisitions, consolidations, divestitures or insolvencies. Mr. Cooper Group was removed in December 2025 following its acquisition by the Company in October 2025, and Guild Holdings was removed in March 2026 following its acquisition by Bayview Asset Management, LLC in November 2025. Grant values per performance metric Based on such performance metric weighting and the target PSUs granted, the number of target PSUs by performance metric awarded is set forth below.

  37. 2025 PSU plan

    | | Target PSUs rTSR (50% weighting) | | Target PSUs Refinance Market Growth (25% weighting) | | Target PSUs Purchase Market Growth (25% weighting) | | | Name | Grant value ($) | Shares (#) | Grant value ($) | Shares (#) | Grant value ($) | Shares (#) | | Varun Krishna | 5,500,000 | 348,764 | 2,750,000 | 174,381 | 2,750,000 | 174,381 | | Brian Brown | 1,750,000 | 110,970 | 875,000 | 55,485 | 875,000 | 55,485 | | Heather Lovier | 1,375,000 | 87,191 | 687,500 | 43,595 | 687,500 | 43,595 | | Bill Banfield | 1,325,000 | 84,020 | 662,500 | 42,010 | 662,500 | 42,010 |

  38. 2025 PSU plan

    2026 Proxy Report • 54 of 124

  39. 2025 special integration equity awards

    2025 special integration equity awards In September 2025, our Compensation Committee approved special integration equity awards (“Integration Awards”) to the NEOs. The Integration Awards were in recognition of the NEOs’ exemplary leadership in the execution of two value-driving transactions - the acquisitions of Mr. Cooper and Redfin - and to drive the achievement of rigorous cost and revenue synergies associated with the transactions. Our Compensation Committee included PSUs as a significant portion of the Integration Awards, using performance metrics tied to the Company’s integration synergies to reinforce a strong pay-for-performance linkage and to incentivize achievement of synergy commitments. Our Compensation Committee also considered the expanded scope and responsibilities of the NEOs following the acquisitions, including increased operational demands, leadership of a larger and more complex workforce, and responsibility for integrating a broader portfolio of products, customers, and platforms. In determining whether to grant the Integration Awards, our Compensation Committee, with input from its independent compensation consultant, reviewed market practices for equity awards in connection with large-scale M&A and integration efforts. Integration award grant values Our Compensation Committee determined that the appropriate equity mix for the Integration Awards was 50% RSUs and 50% PSUs, except for Varun, whose award was delivered entirely in PSUs to further emphasize the importance of achieving integration‑related performance outcomes. The RSU portion vests semiannually in equal portions over three years following the grant date. The PSU portion vests based on achievement of performance goals tied to integration synergies, with vesting occurring in two tranches, as described under “– Defined metric performance goals and payout levels”. The Integration Awards granted are listed in the table below.

  40. 2025 special integration equity awards

    | Name | Target total grant values ($)(1) | Target RSUs(1) | | Target PSUs(1) | | | | | Grant value ($) | Shares (#) | Grant value ($) | Shares (#) | | Varun Krishna | 25,000,000 | — | — | 25,000,000 | 1,541,307 | | Brian Brown | 7,000,000 | 3,500,000 | 215,782 | 3,500,000 | 215,782 | | Heather Lovier | 3,500,000 | 1,750,000 | 107,891 | 1,750,000 | 107,891 | | Bill Banfield | 3,500,000 | 1,750,000 | 107,891 | 1,750,000 | 107,891 |

  41. 2025 special integration equity awards

    (1)The closing price for our common stock on the grant date of October 8, 2025 was $16.22. Integration award grant values per performance metric Our Compensation Committee selected performance metrics designed to reinforce and reward the achievement of the Company’s integration-related synergy commitments, approving two performance metrics - Cost Synergies (weighted at 75%) and Revenue Synergies (weighted at 25%). Based on such performance metric weighting and the target PSUs granted, the number of target PSUs by performance metric awarded for the Integration Awards is set forth below.

  42. 2025 special integration equity awards

    | | Target PSUs — Cost Synergies(1) (75% weighting) | | Target PSUs — Revenue Synergies(2) (25% weighting) | | | Name | Grant value ($) | Shares (#) | Grant value ($) | Shares (#) | | Varun Krishna | 18,750,000 | 1,155,981 | 6,250,000 | 385,326 | | Brian Brown | 2,625,000 | 161,837 | 875,000 | 53,945 | | Heather Lovier | 1,312,500 | 80,919 | 437,500 | 26,972 | | Bill Banfield | 1,312,500 | 80,919 | 437,500 | 26,972 |

  43. 2025 special integration equity awards

    2026 Proxy Report • 55 of 124 (1)Cost Synergies is defined as annualized cost savings compared to a pre-merger baseline that is realized by the Company because of the Redfin and Mr. Cooper acquisitions, as calculated by the Company, consistent with determinations made for internal and external reporting of synergies. (2)Revenue Synergies is defined as incremental annualized revenue compared to a pre-merger baseline that is realized by the Company because of the Redfin and Mr. Cooper acquisitions, as calculated by the Company, consistent with determinations made for internal and external reporting of synergies. Defined metric performance goals and payout levels The tables below reflects the payout scales for the two performance metrics for the Integration Awards, using linear interpolation between defined performance goals and payout levels. (1)Cost Synergies and Revenue Synergies payouts, equal to a specific percentage of the target number of shares, are earned based on achievement against their respective performance goals as determined by our Compensation Committee after completion of the performance period (October 1, 2025 - December 31, 2027) in the first quarter 2028. The PSUs vest based on achievement of performance goals in two tranches: (i) 50% in the first quarter 2028 and (ii) the remaining 50% in the first quarter 2029, after completion of the three-year service period (ending December 31, 2028).

  44. 2026 PSU plan

    2026 PSU plan In March 2026, our Compensation Committee approved changes to the PSU plan design for awards in 2026 to reinforce our strategy of achieving profitable mortgage market share growth. We introduced a profitability metric, adjusted EBITDA margin, based on an internal review of how to best align with our strategic objectives and stockholder interests and input from our independent compensation consultant. The change focused on balancing market share metrics (25%) split evenly between Refinance Market Growth and Purchase Market Growth, with adjusted EBITDA margin (25%), in alignment with the Company’s focus to grow profitable market share. There was no change to the rTSR design framework as compared to the 2025 PSU plan.

  45. Independent compensation consultant

    Independent compensation consultant Our Compensation Committee engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant to assist our Compensation Committee and Nominating and Governance Committee with matters related to executive officer and director compensation programs for 2025. Semler Brossy advised on the 2025 executive compensation program, assisted with our Compensation Committee’s compensation risk assessment, provided information regarding general compensation market trends, and assisted with the review of our executive compensation philosophy and design objectives as we seek to attract, motivate, and retain executive talent to drive our long-term success. In 2025, Semler Brossy also advised on market practices for equity awards in connection with large-scale M&A and integration efforts. Semler Brossy performed no other services for the Company in 2025, and our Compensation Committee determined that there were no conflicts of interest raised by the work of Semler Brossy. 2026 Proxy Report • 57 of 124

  46. Timing and pricing of equity awards

    Timing and pricing of equity awards Our Compensation Committee does not coordinate the timing of equity grants with the release of material non- public information. Our Compensation Committee generally grants equity awards for executive officers on an annual basis in the first quarter of the year based upon a pre-determined schedule set well in advance and for new hires on an ad hoc basis around the hire date. For the Integration Awards, our Compensation Committee approved such grants prior to closing to be made on the 7th day (or first business day thereafter) following the close of the acquisition of Mr. Cooper to provide for flexibility as to the actual closing date, and consequently, the Integration Awards were granted on October 8, 2025, the seventh day after the closing date of October 1, 2025. Our Compensation Committee does not otherwise grant equity awards in anticipation of the release of material non-public information, and it does not otherwise time the release of material non-public information based on equity award grant dates.

  47. Tax considerations

    Tax considerations For income tax purposes, public companies may not deduct any portion of compensation that is in excess of $1 million paid in a taxable year to certain covered employees, including our NEOs and certain former officers of the Company, under Section 162(m) of the Code. Even if Section 162(m) of the Code were to apply to compensation paid to our NEOs, our Board believes that it should not be constrained by the requirements of Section 162(m) of the Code if those requirements would impair flexibility in compensating our NEOs in a manner that can best promote our corporate objectives. We intend to continue to compensate our executive officers in a manner consistent with the best interests of our stockholders and reserve the right to award compensation that may not be deductible under Section 162(m) where the Company believes it is appropriate to do so. Section 409A of the Code requires that nonqualified deferred compensation be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose team members and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our team members and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A. If a company makes “parachute payments,” Section 280G of the Code prohibits the company from deducting the portion of the parachute payments constituting “excess parachute payments” and Section 4999 of the Code imposes on the payee a 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to specified persons that are contingent upon a change in control in an amount equal to or greater than three times the person’s base amount (i.e., the five-year average Form W-2 compensation). The excess parachute payments, which are non-deductible and subject to a 20% excise tax, equal the portion of the parachute payments that exceed one times the payee’s base amount. If a covered employee receives excess parachute payments in any year, the $1 million deduction limitation applicable to the covered employee for such year under Section 162(m) of the Code is reduced (but not below zero) by the amount of the excess parachute payments. The employment agreements with our NEOs and the Company’s equity incentive plans and equity award agreements thereunder may entitle participants to receive payments in connection with a change in control that may result in excess parachute payments. Except as noted for Jay in 2025, the Company has no binding obligations to pay any tax gross ups with respect to the excise tax imposed on any NEO who receives excess parachute payments. 2026 Proxy Report • 60 of 124

  48. 2025 summary compensation table

    2025 summary compensation table

  49. December 31, 2025. Information is presented for Jay, Heather, and Bill for the years they

    | Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Stock awards ($)(3) | Non-equity incentive plan compensation ($)(4) | All other compensation ($)(5) | Total ($) | | Varun Krishna President and CEO | 2025 | 1,262,603 | — | 46,999,970 | 3,992,981 | 634,245 | 52,889,799 | | | 2024 | 1,250,000 | — | 21,995,304 | 2,606,250 | 36,372 | 25,887,926 | | | 2023 | 404,110 | 2,606,164 | — | — | 435,640 | 3,445,914 | | Brian Brown CFO and Treasurer | 2025 | 700,000 | — | 13,999,956 | 1,408,750 | 24,588 | 16,133,294 | | | 2024 | 667,486 | — | 5,540,463 | 973,000 | 29,660 | 7,210,609 | | | 2023 | 500,000 | 250,000 | 2,250,003 | — | 18,036 | 3,018,039 | | Jay Bray(6) President and CEO (Rocket Mortgage) | 2025 | 315,068 | 5,000,000 | 15,999,995 | — | 20,451,172 | 41,766,235 | | Heather Lovier Chief Operating Officer | 2025 | 600,000 | — | 8,999,961 | 690,000 | 19,174 | 10,309,135 | | | 2024 | 516,530 | — | 3,249,969 | 834,000 | 55,486 | 4,655,985 | | Bill Banfield Chief Business Officer | 2025 | 600,000 | — | 8,799,966 | 690,000 | 21,046 | 10,111,012 |

  50. Grants of plan-based awards in 2025

    Grants of plan-based awards in 2025

  51. See “– Potential payments upon termination of employment or Change in Control of the Company” for

    See “– Potential payments upon termination of employment or Change in Control of the Company” for a description of the potential payments and benefits payable to our NEOs following a termination under their employment agreements and otherwise.

  52. Outstanding equity awards at December 31, 2025

    Outstanding equity awards at December 31, 2025

  53. Option exercises and stock vested in 2025

    Option exercises and stock vested in 2025

  54. Potential payments upon termination of employment or Change in Control of the

    Potential payments upon termination of employment or Change in Control of the

  55. Change in Control and severance payments table

    | Name | Payments upon termination | Termination due to death or disability ($)(1) | Change in control and termination (for good reason or without cause) ($)(1) | Termination for good reason ($) | Termination without Cause ($)(2) | | Varun Krishna | Severance amount | — | — | 2,621,600(3) | 2,621,600(3) | | | Equity incentives (vesting accelerated) | 38,097,069 | 79,215,092 | 25,104,616(4) | 28,444,340(4) | | | Total | 38,097,069 | 79,215,092 | 27,726,216 | 31,065,940 | | Brian Brown | Severance amount | — | — | — | — | | | Equity incentives (vesting accelerated) | 16,237,818 | 24,251,420 | — | 467,559 | | | Total | 16,237,818 | 24,251,420 | — | 467,559 | | Jay Bray | Severance amount | 21,600(5) | — | 11,437,353(6) | 11,437,353(6) | | | Equity incentives (vesting accelerated) | 196,019,130 | 196,019,130 | 196,019,130(4) | 196,019,130(4) | | | Total | 196,040,730 | 196,019,130 | 207,456,483 | 207,456,483 | | Heather Lovier | Severance amount | — | — | — | — | | | Equity incentives (vesting accelerated) | 10,052,256 | 14,250,927 | — | 233,780 | | | Total | 10,052,256 | 14,250,927 | — | 233,780 | | Bill Banfield | Severance amount | — | — | — | — | | | Equity incentives (vesting accelerated) | 9,945,556 | 14,059,004 | — | 233,780 | | | Total | 9,945,556 | 14,059,004 | — | 233,780 |

  56. Pay versus performance

    Pay versus performance The following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company is required by Item 402(v) of Regulation S-K. The disclosure in this “Pay versus performance” section does not reflect our Compensation Committee’s process for compensation setting and should be read in connection with the “Compensation discussion and analysis” section of this proxy statement, which contains important information regarding our compensation philosophy, design objectives, compensation-setting process, and NEO compensation program components. The SEC-defined CAP data set forth in the table below also does not reflect amounts actually realized by our NEOs, and our Compensation Committee has not used or considered CAP previously in establishing the executive compensation program. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to forfeiture conditions and possible future declines in value based on changes in our stock price during the vesting period. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.

  57. Pay versus performance table

    Pay versus performance table

  58. Pay versus performance table

    | Year | Summary compensation table total for PEO (Varun) ($)(1) | Compensation actually paid to PEO (Varun) ($)(2) | Summary compensation table total for PEO (Bill) ($)(1) | Compensation actually paid to PEO (Bill) ($)(2) | Summary compensation table total for PEO (Jay Farner) ($)(1) | Compensation actually paid to PEO (Jay Farner) ($)(2) | | 2025 | 52,889,799 | 77,542,028 | — | — | — | — | | 2024 | 25,887,926 | 22,799,341 | — | — | — | — | | 2023 | 3,445,914 | 3,445,914 | 6,764,191 | 10,972,359 | 334,552 | (5,669,619) | | 2022 | — | — | — | — | 9,468,874 | 2,137,238 | | 2021 | — | — | — | — | 1,603,475 | (5,046,699) |

  59. Pay versus performance table

    | Year | Average summary compensation table total for non-PEO NEOs ($)(3) | Average compensation actually paid to non-PEO NEOs ($)(2) | Value of initial fixed $100 investment based on: | | Net income (loss) (millions) ($)(6) | rTSR (percentile)(7) | | | | | Total shareholder return ($)(4) | Peer group total shareholder return ($)(5) | | | | 2025 | 19,579,919 | 51,532,971 | 114 | 96 | (234) | 83 | | 2024 | 8,441,736 | 7,502,530 | 59 | 120 | 640 | 69 | | 2023 | 2,904,895 | 2,905,919 | 76 | 58 | (390) | 56 | | 2022 | 2,505,493 | 684,915 | 37 | 33 | 700 | 25 | | 2021 | 863,279 | (1,418,642) | 68 | 64 | 6,100 | 7 |

  60. Pay versus performance table

    (1)The amounts reported in this column represent the amounts reported in the “Total” column of the Summary Compensation Table for each of Varun, Bill and Jay Farner for the years in which they served as PEO. For the years reported in the table, Varun was our PEO from September 2023 to December 2025, Bill was our PEO from June 2023 to September 2023, and Jay Farner was our PEO from 2020 to June 2023. (2)The amounts reported in this column represent CAP for each of Varun, Bill and Jay Farner for the years in which they served as PEO and the average CAP for the NEOs as a group (excluding Varun, Bill and Jay Farner), for each corresponding year computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to such persons during any applicable year. To determine CAP, the adjustments below were made to Varun’s total compensation in 2025 and the average total compensation for the NEOs as a group (excluding Varun) in 2025. Defined benefit and actuarial pension plan adjustments were not relevant for any applicable year. 2026 Proxy Report • 75 of 124

  61. Pay versus performance table

    | | Fiscal Year 2025 | | | | PEO ($) | Non-PEO NEOs ($) | | Summary Compensation Table total | 52,889,799 | 19,579,919 | | Adjustments:(a) | | | | Minus reported value of equity awards(b) | 46,999,970 | 11,949,970 | | Plus year end fair value of equity awards granted in the year | 52,302,866 | 19,549,106 | | Plus year over year change in fair value of outstanding and unvested equity awards | 15,011,514 | 23,069,557 | | Plus fair value as of vesting date of equity awards granted and vested in the year | 2,448,309 | 495,221 | | Plus year over year change in fair value of equity awards granted in prior years that vested in the year | 1,889,510 | 789,138 | | Minus fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | — | — | | Plus value of dividends or other earnings paid on stock or option swards not otherwise reflected in fair value or total compensation | — | — | | Compensation actually paid (CAP) | 77,542,028 | 51,532,971 |

  62. Pay versus performance table

    (a) The fair values of RSUs included in the CAP for our PEO and the Average CAP for our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for 2025. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates. The fair values of PSUs included in the CAP for our PEO and the Average CAP for our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards as described in the 2025 Summary Compensation Table. (b) The amounts reported in this column represent the grant date fair value of all equity awards granted in 2025, which are the amounts reported in the “Stock Awards” in the 2025 Summary Compensation Table for such year. (3)The amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Varun, Bill and Jay Farner) in the “Total” column of the Summary Compensation Table in each applicable year. Our NEOs (excluding Varun, Bill and Jay Farner) included for purposes of calculating the average amounts in each applicable year are as follows: (a) for 2025, Jay Bray, Brian Brown, Heather Lovier, and Bill Banfield; (b) for 2024, Brian Brown, Shawn Malhotra, Jonathan Mildenhall and Heather Lovier (c) for 2023, Brian Brown, Tina V. John and Bob Walters; (d) for 2022, Bob Walters, Brian Brown, Tina V. John, Julie Booth and Angelo Vitale; and (e) for 2021, Bob Walters, Julie Booth and Angelo Vitale. (4)The cumulative TSR depicts a hypothetical $100 investment in our common stock. The amounts reported in this column represent the Company’s cumulative TSR, which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the measurement period by the Company’s share price at the beginning of the measurement period (the closing price as of initial post-IPO trading date). (5)The cumulative TSR depicts a hypothetical $100 investment in our common stock. The Company utilized a selected peer group for purposes of its TSR benchmarking (the “PVP Peer Group”). Our PVP Peer Group is comprised of PennyMac Financial Services Inc, Rithm Capital Corp, Anywhere Real Estate Inc., Zillow Group Inc Class C, Stewart Information Services Corp, SoFi Technologies Inc, Guild Holdings Company, Compass, Inc., loanDepot, Inc., UWM Holdings Corporation, and Blend Labs, Inc. Certain companies were not publicly traded companies at inception date, and these companies were added and reweighted to the peer group to the most recent quarter subsequent to their respective IPO dates. Mr. Cooper and Redfin were removed from the PVP Peer Group following the Company’s acquisitions of each in 2025. (6)The amounts reported in this column represent net income (loss) reflected in the Company’s audited financial statements for the applicable year. (7)rTSR measures the Company’s TSR at the end of the performance period, where performance is determined by the ranking (as a percentile) of the Company’s TSR versus a custom peer group, provided that payout is capped if the Company has absolute negative TSR at the end of the performance period. See “Compensation discussion and analysis — 2025 executive compensation program and pay — Long-term equity awards” for the definition of TSR and the companies included in the TSR peer group. 2026 Proxy Report • 76 of 124

  63. Analysis of the information presented in the pay versus performance table

    Analysis of the information presented in the pay versus performance table As described in “Compensation discussion and analysis,” a significant portion of the NEO pay is performance- based, and a vast majority of the NEO pay is variable, consistent with the compensation philosophy established by our Compensation Committee. Our NEO compensation program rewards the achievement of specific short- and long-term financial and other goals, which are aligned with our operational and strategic goals. The most important financial performance measures used by the Company to link CAP for the Company’s NEOs to the Company’s performance for the most recently completed year are shown below.

  64. Analysis of the information presented in the pay versus performance table

    | Most important performance measures | | | Adjusted EBITDA | Refinance Mortgage Market Share Growth | | Adjusted Revenue | Purchase Mortgage Market Share Growth | | Relative Total Shareholder Return(1) | |

  65. Analysis of the information presented in the pay versus performance table

    (1)Reflects the Company’s TSR compared to a peer group established by our Compensation Committee. Our Compensation Committee has not used or considered CAP previously in establishing the NEO compensation program. The Company is providing the following graphs of the relationships between the information presented in the Pay Versus Performance Table in accordance with Item 402(v) of Regulation S-K. CAP for our PEO and other NEOs were significantly impacted by our equity grant practices to such persons – in 2021, there were no equity awards; in 2022, there were our initial annual equity awards of RSUs, which were continued in 2023; in 2024, we significantly revised our long-term incentive program as well as granted one- time equity awards to our new-hire NEOs; and in 2025, we continued the long-term incentive program without any significant changes from 2024 and granted one-time equity awards in connection with the Company’s 2025 acquisitions and integration. 2026 Proxy Report • 77 of 124

  66. CEO pay ratio

    CEO pay ratio We are required to calculate and disclose the annual total compensation paid to our median employee, as well as the ratio of the annual total compensation paid to the median employee as compared to the annual total compensation paid to our CEO. The following describes our methodology for identifying and calculating the total compensation paid to our median employee and the resulting CEO pay ratio.

  67. Pay ratio

    Pay ratio After applying the methodology described below, we concluded that our median employee in 2025 worked in Rocket Experience at Rocket Mortgage, LLC with 2025 annual total compensation of $112,820. The median employee’s compensation was calculated in the same manner used to calculate Varun’s compensation in the 2025 Summary Compensation Table. Varun’s annual total compensation was $52,899,799 for purposes of the CEO pay ratio in 2025, as reported in the 2025 Summary Compensation Table. Based on the described methodology, our 2025 CEO to median employee pay ratio was 469:1. As discussed in our CD&A, during 2025 Varun was granted a one-time special integration award in recognition of his exemplary leadership through the acquisitions and to drive the achievement of rigorous cost and revenue synergies associated with the transactions. This one-time award is the primary reason this year’s pay ratio is significantly higher than last year’s pay ratio. To provide a more accurate assessment of Varun’s compensation for 2025 relative to our median employee, as a supplemental ratio, we excluded this one-time award, which results in total compensation for Varun of $27,889,799 and a supplemental pay ratio of 247:1. We believe this supplemental ratio provides a more accurate presentation of his expected reportable compensation in future years. This information is being provided for compliance purposes only. Neither our Compensation Committee nor management of the Company used this pay ratio in making compensation decisions for 2025. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described herein. Our pay ratios may not be comparable to the pay ratios of other companies because the SEC rules permit a variety of methodologies, estimates, adjustments, and assumptions.

  68. •Each of our directors and director nominees; and

    •Each of our directors and director nominees; and •All of our executive officers and directors as a group. The percentages of ownership and combined voting power set forth below are based on 980,176,166 shares of our Class A common stock and 1,848,879,455 shares of our Class L common stock issued and outstanding as of April 15, 2026, which are our only classes of common stock outstanding as of the record date. The amounts of common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of April 15, 2026. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment power with respect to the securities listed. Unless otherwise indicated, the address for each beneficial owner listed below is 1050 Woodward Avenue, Detroit, MI 48226. In addition, Dan has entered into voting agreements with certain other prior stockholders of RHI, who received shares of Class L common stock as consideration for their shares of RHI in the Up-C Collapse. See “Certain relationships and related person transactions — Related person transactions — Voting agreements” for more information regarding the voting agreements.

  69. •Each of our directors and director nominees; and

    | Name and address of beneficial owner | Class A Common Stock owned directly or indirectly(1) | | Class L Common Stock owned directly or indirectly(2) | | Total voting power(3) | | | Number | Percentage | Number | Percentage | Percentage | | Directors and Named Executive Officers | | | | | | | Jay Bray(4) | 8,178,027 | * | — | * | * | | Bill Emerson(5) | 426,200 | * | 28,269,791 | 1.5% | 1.0% | | Dan Gilbert(6) | 89,859 | * | 1,619,247,921 | 87.6% | 57.2% | | Jonathan Mariner | 85,988 | * | — | * | * | | Tagar Olson | 267,366 | * | — | * | * | | Alex Rampell | 38,327 | * | — | * | * | | Matthew Rizik(7) | 792,355 | * | 6,372,010 | * | * | | Suzanne Shank | 103,246 | * | — | * | * | | Varun Krishna | 415,476 | * | — | * | * | | Brian Brown | 618,221 | * | 791,554 | * | * | | Heather Lovier | 460,296 | * | 2,826,979 | * | * | | Bill Banfield | 476,788 | * | 5,653,958 | * | * | | All directors and executive officers as a group (14 persons)(8) | 12,446,806 | 1.3% | 1,619,247,921 | 87.6% | 57.7% |

  70. •Each of our directors and director nominees; and

    * Less than one percent. 2026 Proxy Report • 91 of 124 (1)Includes with respect to each of the following NEOs, directors and all executive officers and directors as a group, RSUs that are scheduled to vest within 60 days of April 15, 2026,and stock options which could be exercised within 60 days of April 15, 2026:

  71. •Each of our directors and director nominees; and

    | Name | Restricted stock units | Options | Name | Restricted stock units | Options | | Jay Bray | — | — | Matthew Rizik | 18,392 | 30,801 | | Bill Emerson | — | — | Suzanne Shank | 15,704 | — | | Dan Gilbert | — | — | Varun Krishna | — | — | | Jonathan Mariner | 15,704 | — | Brian Brown | — | 92,402 | | Tagar Olson | — | — | Heather Lovier | — | 123,203 | | Alex Rampell | 15,704 | — | Bill Banfield | — | 123,203 | | All directors and executive officers as a group (14 persons) | | | | 162,052 | 369,609 |

  72. •Each of our directors and director nominees; and

    (2)Half of the shares of Class L common stock reported in the table above are designated Class L-1 Common Stock, par value $0.00001 per share (“Class L-1 common stock”), and half are designated Class L-2 Common Stock, par value $0.00001 per share (“Class L-2 common stock”). Subject to certain limited exceptions as provided in our certificate of incorporation, (a) holders of Class L-1 common stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2026, and (b) holders of Class L-2 common stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2027. Following June 30, 2026, each share of Class L-1 common stock (a) may be converted at any time, at the option of the holder, into one share of Class A common stock and (b) will automatically convert into one share of Class A common stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in our certificate of incorporation. Following June 30, 2027, each share of Class L-2 common stock (a) may be converted at any time, at the option of the holder, into one share of Class A common stock and (b) will automatically convert into one share of Class A common stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in our certificate of incorporation. In addition, upon the later to occur of (a) June 30, 2027 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 common stock, all shares of Class L common stock will automatically convert to newly issued shares of Class A common stock. All shares of Class L common stock reported in the above table as held by Bill Banfield, Bill Emerson, Brian, Heather and Matthew are subject to voting agreements which provide shared voting power over such shares of Class L common stock between such person and Dan, as further described in “Certain relationships and related person transactions — Related person transactions — Voting agreements.” Each share of Class L common stock is entitled to one vote per share and, as such, are counted only once for purposes of the total voting percentage. (3)Percentage of voting power represents voting power with respect to all shares of our Class A common stock and Class L common stock voting together as a single class. (4)Includes 8,099,104 shares of Class A common stock held by The Jesse K. Bray Living Trust, for which Jay is the trustee. (5)Includes (a) 23,269,791 shares of Class L common stock held by The William C. Emerson Trust, for which Bill is the trustee and (b) 5,000,000 shares of Class L common stock held by The William C. Emerson 2025 GRAT, for which Bill is the trustee. (6)Dan's Class L common stock consists of (a) 140,215,280 shares of Class L common stock held by The Daniel Gilbert Trust #1 u/a/d 8/23/16, a revocable trust for the benefit of Dan, and 450,000,000 shares of Class L common stock held by The Daniel B. Gilbert 2025 GRAT, for each of which Dan is the trustee and (b) shared voting power of 482,200,365 shares of Class L common stock beneficially owned by the Voting Agreement Persons. The “Voting Agreement Persons” include Bill Banfield, Bill Emerson, Brian, Heather, Matthew and certain other individuals who are party to voting agreements with Dan, pursuant to which, each such person party agreed to vote their shares of Class L common stock in the same manner as Dan and, if requested by Dan, grant him a proxy over their shares of Class L common stock. See “Certain relationships and related person transactions — Related person transactions — Voting agreements” for more information regarding the voting agreements. (7)Includes (a) 1,5000,000 shares of Class L common stock held by the Matthew J. Rizik 2025 GRAT, for which Matthew is the trustee and (b) 2,500,000 shares of Class L common stock held by the Matthew J. Rizik 2025 GRAT No. 2, for which Matthew is the trustee. (8)Includes two executive officers who are not NEOs: Shawn Malhotra and Jonathan Mildenhall. 2026 Proxy Report • 92 of 124