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Rocket Companies Announces Second Quarter 2025 Results

By PR Newswire | July 31, 2025, 4:05 PM
  • Generated Q2'25 total revenue, net of $1.36 billion and adjusted revenue of $1.34 billion. Adjusted revenue came in above the high end of our guidance range
  • Reported Q2'25 GAAP net income of $34 million and adjusted net income of $75 million
  • Delivered Q2'25 adjusted EBITDA of $172 million

DETROIT, July 31, 2025 /PRNewswire/ -- Rocket Companies, Inc. (NYSE: RKT) ("Rocket Companies" or the "Company"), the Detroit-based fintech platform company including mortgage, real estate, title and personal finance businesses, today announced results for the second quarter ended June 30, 2025.

"Rocket delivered a standout second quarter, exceeding the high end of guidance with $1.34 billion in adjusted revenue and delivering adjusted diluted EPS of $0.04," said Varun Krishna, CEO and Director of Rocket Companies. "Successfully closing the Redfin transaction marks a proud milestone in our legacy. We're already seeing early signs of what's possible with Rocket and Redfin together: our purchase funnel is expanding, conversion rates are rising, and Redfin clients are beginning to close with Rocket."

Second Quarter 2025 Financial Summary 1



($ in millions, except per share amounts)























Q2-25



Q2-24



YTD 25



YTD 24





(Unaudited)



(Unaudited)

Total revenue, net



$                1,360



$                 1,301



$                2,398



$                2,684

Total expenses



$                1,336



$                 1,109



$                2,596



$                2,194

GAAP net income (loss)



$                     34



$                    178



$                  (178)



$                   469



















Adjusted revenue



$                1,340



$                 1,228



$                2,637



$                2,391

Adjusted net income



$                     75



$                    121



$                   155



$                   205

Adjusted EBITDA



$                   172



$                    225



$                   341



$                   399



















GAAP diluted (loss) earnings per share (2)



$                 (0.01)



$                   0.01



$                 (0.08)



$                  0.13

Adjusted diluted earnings per share



$                  0.04



$                   0.06



$                  0.08



$                  0.10



















($ in millions)







































Q2-25



Q2-24



YTD 25



YTD 24

Select Metrics



(Unaudited)



(Unaudited)

Mortgage closed loan origination volume



$          29,056



$          24,662



$          50,640



$          44,867

Gain on sale margin



2.80 %



2.99 %



2.84 %



3.05 %

Net rate lock volume



$          28,429



$          25,050



$          54,545



$          47,412



1 "GAAP" stands for Generally Accepted Accounting Principles in the U.S. Please see the sections of this document titled "Non-GAAP Financial Measures" and "GAAP to non-GAAP Reconciliations" for more information on the Company's non-GAAP measures and its share count. Certain figures throughout this document may not foot due to rounding.



2 GAAP net income was $34 million, while GAAP net income attributable to Rocket Companies, Inc (after non-controlling interest attribution) was negative. This was due to interest and amortization expense related to the $4.0 billion of senior notes issued by Rocket Companies, Inc. during the quarter which was not attributable to the non-controlling interests, resulting in the $(0.01) of GAAP diluted loss per share.

 

Second Quarter 2025 Financial Highlights

During the second quarter of 2025:

  • Generated total revenue, net of $1.36 billion and GAAP income of $34 million. Generated total adjusted revenue of $1.34 billion and adjusted net income of $75 million.
  • Rocket Mortgage generated $28.4 billion in net rate lock volume, a 13% increase compared to the same period of the prior year.
  • Rocket Mortgage generated $29.1 billion in closed loan origination volume, an 18% increase compared to the same period of the prior year.
  • Gain on sale margin was 2.80%, a decrease of 19 bps compared to the same period of the prior year.
  • Total liquidity was $9.1 billion, as of June 30, 2025, which includes $5.1 billion of cash on the balance sheet, $0.9 billion of corporate cash used to self-fund loan originations, $1.1 billion of undrawn lines of credit, and $2.0 billion of undrawn MSR lines of credit.
  • Servicing portfolio unpaid principal balance, which includes acquired and subserviced loans, was $609 billion or 2.8 million loans serviced as of June 30, 2025. The portfolio generates approximately $1.6 billion of recurring servicing fee income on an annualized basis.

Company Highlights

  • Rocket Mortgage clients can now complete their refinance journey fully digitally, seamlessly navigating every step—from pulling credit and selecting a product and rate to submitting the application, receiving automated approval updates, e-signing, and scheduling the closing. Clients are now able to complete a digital refinance from application to rate lock in under 30 minutes—entirely online and at any time of day, even outside of traditional business hours. We're continually enhancing this experience, with the goal of making refinancing as simple as pressing a "refi button" on any mortgage we service.
  • In June, Rocket Mortgage launched a new feature in its AI-powered banker communication platform, which brings calls, texts, and soon, chats into one unified interface. AI-powered tools help bankers connect more efficiently, with new features surfacing client needs and enabling quicker follow-up. These enhancements have boosted daily refinance client follow-ups by 20%, allowing bankers to serve more clients.
  • In Q2, Rocket Mortgage launched an agentic AI tool within the Rocket Logic loan origination system to handle reviewing earnest money deposits (EMD), the funds buyers provide to show commitment in a home purchase. Previously, tracking and validating EMDs involved significant manual work; now, agentic AI verifies documentation and traces funds automatically. This technology processes EMDs for 80% of purchase agreements, saving nearly 20,000 hours annually and allowing clients to progress through the home buying process faster.
  • In Q2, Rocket Mortgage introduced several upgrades to support mortgage broker partners. Enhancements include an improved self-serve portal that gives brokers better pipeline visibility and expanded self-service options. These changes have resulted in significant time savings and nearly 20% reduction in outbound outreach. In addition, over 1,000 partners have adopted Rocket's enhanced broker compensation split program, which offers greater pricing flexibility and allows brokers to tailor compensation structures to fit the needs of their business.
  • In June, Rocket Mortgage launched a bridge loan product, giving homebuyers the financial flexibility to purchase their next primary residence before selling their current one. By removing the hurdle of contingent offers, this product helps clients compete more effectively in today's market.
  • In July, Rocket Mortgage was named #1 in client satisfaction for mortgage servicing by J.D. Power for the 11th time, based on feedback from nearly 16,000 homeowners. Rocket Mortgage led in overall satisfaction, ease of doing business, client care, and digital experience, supported by AI tools that streamline service and improve results. This recognition highlights Rocket's continued leadership in client service and its commitment to creating a seamless homeownership experience.
  • In June, Rocket Companies held its largest hackathon to date. Over a 24-hour period, 166 participants across the company worked on 38 projects to create transformative homeownership technology solutions. Projects in the event showcased cutting-edge technology, including AI models from Google, OpenAI, and Anthropic, advanced vector databases and search technologies, cross-platform mobile and web development frameworks, Model Context Protocol (MCP), and secure cloud infrastructure.
  • On July 1, Rocket Mortgage introduced Rocket Preferred Pricing, a new program to make homeownership more affordable. Clients who finance their home with Rocket Mortgage and either purchase a home listed by a Redfin agent or work with a Redfin agent are eligible for a one percentage point reduction in their interest rate for the first year of their loan, or a lender credit at closing of up to $6,000.
  • On July 1, the Company completed an all-stock acquisition of Redfin Corporation. Under the agreement, each Redfin share was exchanged for 0.7926 shares of Rocket Companies Class A common stock, increasing Rocket's Class A float to 12%. Founded in 2004, Redfin is one of the most recognized real estate brands in the U.S., drawing 50 million monthly active visitors, featuring over 1 million for-sale and rental listings, and is supported by a tech-enabled brokerage of more than 2,200 lead agents.
  • Rocket Companies took steps to streamline operations and narrow strategic focus. In the second quarter, the Company shut down Rocket Mortgage Canada operations. In July, the Company initiated the wind-down of the Rocket Visa Signature Card credit card program.
  • On June 20, the Company issued $2.0 billion of 6.125% senior notes due 2030 and $2.0 billion of 6.375% senior notes due 2033. Rocket intends to use the proceeds from the debt offering, on the closing date for the Mr. Cooper acquisition, to redeem Nationstar Mortgage Holding Inc.'s ("NMH"), a subsidiary of Mr. Cooper, senior notes due 2026, 2027 and 2028, and pay fees and expenses related to the offering and redemption. At the Company's discretion, it may also redeem, purchase and/or amend NMH's senior notes due 2029, 2030, 2031 and 2032, and pay associated expenses, as well as repay secured debt of Rocket and its subsidiaries (including Redfin, Mr. Cooper and their subsidiaries). All actions related to NMH's senior notes are contingent on the closing of the Mr. Cooper transaction, which remains on track in the fourth quarter.
  • On June 30, the Company completed the simplification of its capital and organizational structure through the collapse of its "Up-C" structure, providing that each class of common stock will be entitled to one vote per share, and reducing its classes of common stock from four to two (the "Up-C Collapse"). The collapse simplifies Rocket's organizational structure, improves its ability to use its common stock as currency in acquisition transactions and creates a clearer corporate profile.
  • Rocket Mortgage held its seventh annual Rocket Classic event from June 26 to 29, 2025 at the Detroit Golf Club. Since 2019, the Rocket Classic has raised over $10 million for local charitable organizations, including over $6 million for its Changing The Course initiative, which helps Detroit residents access high-speed internet, digital devices and digital literacy training.
  • On June 28, the Rocket Community Fund and the Detroit Housing Commission announced a new program to provide free high-speed home internet to 450 families in Detroit Housing Commission communities. Supported by an $850,000 investment from Rocket Community Fund and additional funding from Microsoft's Airband Initiative, the project will deliver free internet access for three years, along with community engagement and digital skills training to support residents long-term.

Third Quarter 2025 Outlook 3

In Q3 2025, we expect adjusted revenue between $1.600 billion to $1.750 billion.

This outlook incorporates a full quarter of consolidated financial results from Redfin Corporation.

3 Please see the section of this document titled "Non-GAAP Financial Measures" for more information.

 

Direct to Consumer

In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage digitally and/or with the Company's mortgage bankers. The Company markets to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment derives revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. The segment also includes title and settlement services and appraisal management, complementing the Company's end-to-end mortgage origination experience. Servicing activities are fully allocated to the Direct to Consumer segment and are viewed as an extension of the client experience. Servicing enables Rocket Mortgage to establish and maintain long term relationships with our clients, through multiple touchpoints at regular engagement intervals.

DIRECT TO CONSUMER 4

($ in millions)



















Q2-25



Q2-24



YTD 25



YTD 24



(Unaudited)



(Unaudited)

Sold loan volume

$                    14,118



$                      13,032



$                        25,420



$                        22,081

Sold loan gain on sale margin

4.40 %



4.14 %



4.51 %



4.19 %

Total revenue, net

$                      1,030



$                           981



$                          1,788



$                          2,075

Adjusted revenue

$                      1,010



$                           909



$                          2,027



$                          1,782

Contribution margin

$                         367



$                           375



$                             774



$                             718

 

Partner Network

The Rocket Professional platform supports our Partner Network segment, where we leverage our superior client service and widely recognized brand to grow marketing and influencer relationships and our mortgage broker partnerships through Rocket Pro. Our marketing partnerships consist of well-known consumer-focused companies that find value in our award-winning client experience and want to offer their clients mortgage solutions with our trusted, widely recognized brand. These organizations connect their clients directly to us through marketing channels and a referral process. Our influencer partnerships are typically with companies that employ licensed mortgage professionals that find value in our client experience, technology and efficient mortgage process, where mortgages may not be their primary offering. We also enable clients to start the mortgage process through the Rocket platform in the way that works best for them, including through a local mortgage broker.

PARTNER NETWORK 4

($ in millions)



















Q2-25



Q2-24



YTD 25



YTD 24



(Unaudited)



(Unaudited)

Sold loan volume

$                      13,411



$                      11,296



$                        22,615



$                        19,064

Sold loan gain on sale margin

0.90 %



1.59 %



1.10 %



1.57 %

Total revenue, net

$                            148



$                            188



$                              262



$                              358

Adjusted revenue

$                            148



$                            188



$                              262



$                              358

Contribution margin

$                               83



$                            126



$                              140



$                              241



4 We measure the performance of the Direct to Consumer and Partner Network segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted revenue less directly attributable expenses. Directly attributable expenses include salaries, commissions and team member benefits, general and administrative expenses, marketing and advertising expenses and other expenses, such as mortgage servicing related expenses and expenses generated from Rocket Close (title and settlement services). A loan is considered "sold" when it is sold to investors on the secondary market. See "Summary Segment Results" section below and "Segments" footnote in the "Notes to Consolidated Financial Statements" in the Company's forthcoming filing on Form 10-Q for more information.

 

Balance Sheet and Liquidity

Total available cash was $6.0 billion as of June 30, 2025, which includes $5.1 billion of cash and cash equivalents, and $0.9 billion of corporate cash used to self-fund loan originations. Additionally, we have access to $1.1 billion of undrawn lines of credit, and $2.0 billion of undrawn MSR lines of credit from financing facilities, for a total liquidity position of $9.1 billion as of June 30, 2025.

BALANCE SHEET HIGHLIGHTS

($ in millions)











June 30, 2025



December 31, 2024



(Unaudited)





Cash and cash equivalents

$                          5,091



$                          1,273

Mortgage servicing rights, at fair value

$                          7,567



$                          7,633

Funding facilities

$                          9,482



$                          6,708

Other financing facilities and debt

$                          8,068



$                          4,132

Total equity

$                          7,449



$                          9,043

 

Second Quarter Earnings Call

Rocket Companies will host a live conference call at 4:30 p.m. ET on July 31, 2025 to discuss its results for the quarter ended June 30, 2025. A live webcast of the event will be available online by clicking on the "Investor Info" section of our website. The webcast will also be available via rocketcompanies.com.

A replay of the webcast will be available on the Investor Relations site following the conclusion of the event.

Condensed Consolidated Statements of Income (Loss)

($ In Thousands, Except Per Share Amounts)











Three Months Ended June 30,



Six Months Ended June 30,



2025



2024



2025



2024



(Unaudited)



(Unaudited)

Revenue















Gain on sale of loans















Gain on sale of loans excluding fair value of

originated MSRs, net

$                      472,375



$                      413,011



$                979,574



$               889,440

Fair value of originated MSRs

343,525



345,545



607,952



568,342

Gain on sale of loans, net

815,900



758,556



1,587,526



1,457,782

Loan servicing income















Servicing fee income

401,276



354,677



801,973



700,423

Change in fair value of MSRs

(198,885)



(112,941)



(648,070)



(56,433)

Loan servicing income, net

202,391



241,736



153,903



643,990

Interest income















Interest income

123,502



112,415



215,592



201,395

Interest expense on funding facilities

(90,879)



(81,293)



(154,918)



(132,736)

Interest income, net

32,623



31,122



60,674



68,659

Other income

309,337



269,308



595,412



514,007

Total revenue, net

1,360,251



1,300,722



2,397,515



2,684,438

Expenses















Salaries, commissions and team member

benefits

623,459



553,420



1,233,067



1,094,516

General and administrative expenses

287,421



232,952



548,236



469,617

Marketing and advertising expenses

276,050



210,937



551,673



417,233

Depreciation and amortization

27,526



28,009



54,436



55,026

Interest and amortization expense on non-

funding debt

57,718



38,364



96,005



76,729

Other expenses

63,815



44,998



112,939



80,905

Total expenses

1,335,989



1,108,680



2,596,356



2,194,026

Income (loss) before income taxes

24,262



192,042



(198,841)



490,412

Benefit from (provision for) income taxes

9,827



(14,117)



20,484



(21,773)

Net income (loss)

34,089



177,925



(178,357)



468,639

Net (income) loss attributable to non-

controlling interest

(35,874)



(176,630)



166,189



(451,129)

Net (loss) income attributable to Rocket

Companies

$                        (1,785)



$                           1,295



$                (12,168)



$                  17,510

















(Loss) earnings per share of Participating Common Stock













Basic

$                           (0.01)



$                             0.01



$                     (0.08)



$                      0.13

Diluted

$                           (0.01)



$                             0.01



$                     (0.08)



$                      0.13

















Weighted average shares outstanding















Basic

171,438,105



139,647,845



159,643,228



138,319,794

Diluted

171,438,105



139,647,845



159,643,228



138,319,794

 

Condensed Consolidated Balance Sheets

($ In Thousands) 











June 30,

2025



December 31,

2024

Assets

(Unaudited)





Cash and cash equivalents

$                   5,090,631



$                    1,272,853

Restricted cash

22,691



16,468

Mortgage loans held for sale, at fair value

11,168,691



9,020,176

Derivative assets, at fair value

391,770



192,433

Mortgage servicing rights ("MSRs"), at fair value

7,566,632



7,633,371

Notes receivable and due from affiliates

15,281



14,245

Property and equipment, net

193,843



213,848

Deferred tax asset, net

11,407



521,824

Lease right of use assets

259,029



281,770

Loans subject to repurchase right from Ginnie Mae

2,492,015



2,785,146

Goodwill and intangible assets, net

1,221,168



1,227,517

Other assets

1,927,064



1,330,412

Total assets

$                 30,360,222



$                  24,510,063

Liabilities and equity







Liabilities:







Funding facilities

$                   9,481,780



$                    6,708,186

Other financing facilities and debt:







Senior Notes, net

8,000,225



4,038,926

Early buy out facility

67,532



92,949

Accounts payable

278,245



181,713

Lease liabilities

293,671



319,296

Derivative liabilities, at fair value

163,870



11,209

Investor reserves

98,082



99,998

Notes payable and due to affiliates

2,818



31,280

Tax receivable agreement liability

588,510



581,183

Loans subject to repurchase right from Ginnie Mae

2,492,015



2,785,146

Deferred tax liability

714,673



17,445

Other liabilities

729,873



599,352

Total liabilities

$                 22,911,294



$                  15,466,683

Equity







Preferred stock

$                               —



$                                —

Class A common stock

1



1

Class B common stock



Class C common stock



Class D common stock



19

Class L common stock

19



Additional paid-in capital

7,271,613



389,695

Retained earnings

178,507



312,834

Accumulated other comprehensive loss

(1,212)



(48)

Non-controlling interest



8,340,879

Total equity

7,448,928



9,043,380

Total liabilities and equity

$                 30,360,222



$                  24,510,063

 

Summary Segment Results for the Three and Six Months Ended June 30, 2025 and 2024

($ in millions)

(Unaudited)





















Three Months Ended June 30, 2025

Direct to

 Consumer



Partner

 Network



Segments

Total



All Other



Total

Total U.S. GAAP Revenue, net

$                 1,030



$                    148



$                 1,178



$                 182



$                 1,360

Change in fair value of MSRs due to valuation

assumptions (net of hedges)

(20)





(20)





(20)

Adjusted revenue

$                 1,010



$                    148



$                 1,158



$                 182



$                 1,340

Less: Directly attributable expenses

643



65



708



114



821

Contribution margin (1)

$                    367



$                      83



$                    451



$                    68



$                    519

 

Three Months Ended June 30, 2024

Direct to

Consumer



Partner Network



Segments

Total



All Other



Total

Total U.S. GAAP Revenue, net

$                     981



$                     188



$                 1,169



$                  132



$                 1,301

Change in fair value of MSRs due to valuation

assumptions (net of hedges)

(73)





(73)





(73)

Adjusted revenue

$                     909



$                     188



$                 1,097



$                  132



$                 1,228

Less: Directly attributable expenses

534



62



596



89



684

Contribution margin (1)

$                     375



$                     126



$                     501



$                    43



$                    544

 

Six Months Ended June 30, 2025

Direct to

Consumer



Partner Network



Segments Total



All Other



Total

Total U.S. GAAP Revenue, net

$                 1,788



$                    262



$                 2,050



$                    347



$                 2,398

Change in fair value of MSRs due to valuation

assumptions (net of hedges)

239





239





239

Adjusted revenue

$                 2,027



$                    262



$                 2,289



$                    347



$                 2,637

Less: Directly attributable expenses

1,253



122



1,375



239



1,614

Contribution margin (1)

$                    774



$                    140



$                    914



$                    108



$                 1,023





















 

Six Months Ended June 30, 2024

Direct to

Consumer



Partner Network



Segments Total



All Other



Total

Total U.S. GAAP Revenue, net

$                 2,075



$                    358



$                 2,433



$                    251



$                 2,684

Change in fair value of MSRs due to valuation

assumptions (net of hedges)

(293)





(293)





(293)

Adjusted revenue

$                 1,782



$                    358



$                 2,140



$                    251



$                 2,391

Less: Directly attributable expenses

1,064



117



1,181



178



1,359

Contribution margin (1)

$                    718



$                    241



$                    959



$                      73



$                 1,032





















(1)

We measure the performance of the segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted revenue less directly attributable expenses. Adjusted revenue is a non-GAAP financial measure described below. Directly attributable expenses include salaries, commissions and team member benefits, general and administrative expenses, marketing and advertising expenses and other expenses, such as mortgage servicing related expenses and expenses generated from Rocket Close (title and settlement services).

 

GAAP to Non-GAAP Reconciliations



Adjusted Revenue Reconciliation

($ in millions)











Three Months Ended June 30,



Six Months Ended June 30,



2025



2024



2025



2024



(Unaudited)



(Unaudited)

Total revenue, net

$                    1,360



$                     1,301



$                    2,398



$                     2,684

Change in fair value of MSRs due to valuation

assumptions (net of hedges) (1)

(20)



(73)



239



(293)

Adjusted revenue

$                    1,340



$                     1,228



$                    2,637



$                     2,391





(1)

Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, gains or losses on sales of MSRs during the period and the effects of contractual prepayment protection associated with sales or purchases of MSRs.

 

Adjusted Net Income Reconciliation

($ in millions)









Three Months Ended June 30,

Six Months Ended June 30,



2025



2024



2025



2024



(Unaudited)

(Unaudited)

Net (loss) income attributable to Rocket

Companies

$                          (2)



$                            1



$                        (12)



$                          18

Net income (loss) impact from pro forma

conversion of Class D common shares to Class A common shares (1)

36



177



(166)



452

Adjustment to the (provision for) benefit from

income tax (2)

(15)



(33)



29



(98)

Tax-effected net income (loss)  (2)

19



145



(150)



371

Share-based compensation expense

52



39



92



70

Change in fair value of MSRs due to

valuation assumptions (net of hedges) (3)

(20)



(73)



239



(293)

Acquisition-related expenses (4)

35





63



Change in Tax receivable agreement liability (5)

8





8



Tax impact of adjustments (6)

(20)



8



(99)



54

Other tax adjustments (7)

1



1



2



2

Adjusted net income

$                          75



$                       121



$                       155



$                       205





(1)

Reflects net income (loss) to Class A common shares from pro forma exchange and conversion of corresponding shares of our Class D common shares held by non-controlling interest holders during the periods ended June 30, 2025 and 2024. Class D common shares were exchanged and retired on June 30, 2025, the date the Up-C Collapse was effectuated.





(2)

Rocket Companies is subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect to its allocable share of any net taxable income or loss of Holdings. The adjustment to the (provision for) benefit from income tax reflects the difference between (a) the income tax computed using the effective tax rates below applied to the income (loss) before income taxes assuming Rocket Companies, Inc. owns 100% of the non-voting common interest units of Holdings and (b) the (benefit from) provision for income taxes. The effective income tax rate was 21.39% and 24.40% for the three months ended June 30, 2025 and 2024, respectively. The effective income tax rate was 24.68% and 24.40% for the six months ended June 30, 2025 and 2024, respectively.





(3)

Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, gains or losses on sales of MSRs during the period and the effects of contractual prepayment protection associated with sales or purchases of MSRs.





(4)

Includes non-recurring expenses related to the pending acquisitions and the Up-C Collapse.





(5)

Reflects changes in estimates of tax rates and other variables of the Tax receivable agreement liability.





(6)

Tax impact of adjustments gives effect to the income tax related to share-based compensation expense, change in fair value of MSRs due to valuation assumptions (net of hedges), acquisition-related expenses and the change in Tax receivable agreement liability, at the effective tax rates for each period.





(7)

Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from the historical purchases of Holdings Units, net of payment obligations under Tax Receivable Agreement.

 

Adjusted Diluted Weighted Average Shares Outstanding Reconciliation

($ in millions, except per share amounts)











Three Months Ended June 30,



Six Months Ended June 30,



2025



2024



2025



2024



(Unaudited)



(Unaudited)

Diluted weighted average Participating Common Stock

outstanding

171,438,105



139,647,845



159,643,228



138,319,794

Assumed pro forma conversion of Class D shares (1)

1,828,562,126



1,848,879,483



1,838,664,679



1,848,879,483

Adjusted diluted weighted average shares outstanding

2,000,000,231



1,988,527,328



1,998,307,907



1,987,199,277

















Adjusted net income

$                      75



$                     121



$                     155



$                     205

Adjusted diluted earnings per share

$                   0.04



$                    0.06



$                    0.08



$                    0.10





(1)

Reflects the pro forma exchange and conversion of anti-dilutive Class D common shares to Class A common shares. For the three and six months ended June 30, 2025 and 2024, Class D common shares were anti-dilutive and are excluded in the Diluted weighted average Class A common shares outstanding in the table above. Class D common shares were exchanged and retired on June 30, 2025, the date the Up-C Collapse was effectuated.

 

Adjusted EBITDA Reconciliation

($ in millions)











Three Months Ended June 30,



Six Months Ended June 30,



2025



2024



2025



2024



(Unaudited)



(Unaudited)

Net income (loss)

$                        34



$                     178



$                   (178)



$                     469

Interest and amortization expense on non-

funding debt (1)

45



38



84



77

(Benefit from) provision for income taxes

(10)



14



(20)



22

Depreciation and amortization

28



28



54



55

Share-based compensation expense

52



39



92



70

Change in fair value of MSRs due to valuation

assumptions (net of hedges) (2)

(20)



(73)



239



(293)

Acquisition-related expenses (1)(3)

35





63



Change in Tax receivable agreement liability (4)

8





8



Adjusted EBITDA

$                     172



$                     225



$                     341



$                     399





(1)

Debt financing fees related to the Bridge Facility are a non-recurring acquisition related expense impacting the 2025 periods, and therefore excluded from Interest and amortization expense on non-funding debt, and included as Acquisition-related expenses.





(2)

Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, gains or losses on sales of MSRs during the period and the effects of contractual prepayment protection associated with sales or purchases of MSRs.





(3)

Includes non-recurring expenses related to the pending acquisitions and the Up-C Collapse.





(4)

Reflects changes in estimates of tax rates and other variables of the Tax receivable agreement liability.

 

Non-GAAP Financial Measures

To provide investors with information in addition to our results as determined by GAAP, we disclose Adjusted revenue, Adjusted net income, Adjusted diluted earnings per share and Adjusted EBITDA (collectively "our non-GAAP financial measures") as non-GAAP measures which management believes provide useful information to investors. We believe that the presentation of our non-GAAP financial measures provides useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Our non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income (loss), or any other operating performance measure calculated in accordance with GAAP. Other companies may define our non-GAAP financial measures differently, and as a result, our measures of our non-GAAP financial measures may not be directly comparable to those of other companies. Our non-GAAP financial measures provide indicators of performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures.

We define "Adjusted revenue" as total revenues net of the change in fair value of mortgage servicing rights ("MSRs") due to valuation assumptions (net of hedges). We define "Adjusted net income" as tax-effected net income (loss) before share-based compensation expense, the change in fair value of MSRs due to valuation assumptions (net of hedges), acquisition-related expenses, the change in Tax receivable agreement liability and the tax effects of those adjustments as applicable. We define "Adjusted diluted earnings (loss) per share" as Adjusted net income divided by the adjusted diluted weighted average shares outstanding which includes diluted weighted average Participating Common Stock and the assumed pro forma exchange and conversion of Class D common stock outstanding for the applicable period presented. We define "Adjusted EBITDA" as net income (loss) before interest and amortization expense on non-funding debt, (benefit from) provision for income taxes, depreciation and amortization, share-based compensation expense, change in fair value of MSRs due to valuation assumptions (net of hedges), acquisition-related expenses and the change in Tax receivable agreement liability.

We exclude from each of our non-GAAP financial measures the change in fair value of MSRs due to valuation assumptions (net of hedges), as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in market interest rates and assumptions, including discount rates and prepayment speeds, which are not indicative of our performance or results of operation. We also exclude gains or losses on sales of MSRs during the period and effects of contractual prepayment protection associated with sales of MSRs. Adjusted EBITDA includes Interest expense on funding facilities, which are recorded as a component of Interest income, net, as these expenses are a direct cost driven by loan origination volume. By contrast, interest and amortization expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.

Our definitions of each of our non-GAAP financial measures allow us to add back certain cash and non-cash charges, and deduct certain gains that are included in calculating Total revenue, net, Net (loss) income attributable to Rocket Companies or Net income (loss). However, these expenses and gains vary greatly, and are difficult to predict. From time to time in the future, we may include or exclude other items if we believe that doing so is consistent with the goal of providing useful information to investors.

Although we use our non-GAAP financial measures to assess the performance of our business, such use is limited because they do not include certain material costs necessary to operate our business. Our non-GAAP financial measures can represent the effect of long-term strategies as opposed to short-term results. Our presentation of our non-GAAP financial measures should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because of these limitations, our non-GAAP financial measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

For financial outlook information, the Company is not providing a quantitative reconciliation of adjusted revenue to the most directly comparable GAAP measure because the GAAP measure cannot be reliably estimated and the reconciliation cannot be performed without unreasonable effort due to their dependence on future uncertainties and adjusting items that the Company cannot reasonably predict at this time but which may be material.

As of June 30, 2025, the effective date of the Up-C Collapse, the Company applies the two-class method for calculating and presenting earnings per share by separately presenting earnings per share for Class A common stock and Class L common stock ("Participating Common Stock").

Forward Looking Statements

Some of the statements contained in this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements in this document that are not historical or current facts, including statements regarding the the Mr. Cooper acquisition, are forward-looking statements. These forward-looking statements reflect our views with respect to future events as of the date of this document. All such forward-looking statements are subject to risks and uncertainties, including, but not limited to, the risk factors that are described under the section titled "Risk Factors" in our Annual Report on Form 10-K and other filings with the Securities and Exchange Commission, any of which could cause future events or results to be materially different from those stated or implied in this document. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

About Rocket Companies

Founded in 1985, Rocket Companies (NYSE: RKT) is a Detroit-based fintech platform including mortgage, real estate and personal finance businesses: Rocket Mortgage, Redfin, Rocket Homes, Rocket Close, Rocket Money and Rocket Loans.

With insights from more than 65 million calls with clients each year, 14 petabytes of data and a mission to Help Everyone Home, Rocket Companies is well positioned to be the destination for AI-fueled home ownership. Known for providing exceptional client experiences, J.D. Power has ranked Rocket Mortgage #1 in client satisfaction for primary mortgage origination and mortgage servicing a total of 23 times – the most of any mortgage lender.

For more information, please visit our Corporate Website or Investor Relations Website.

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SOURCE Rocket Companies, Inc.

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