Daniel B. Gilbert - 26 May 2021 Form 4 Insider Report for Rocket Companies, Inc. (RKT)

Footnote F1

This transaction allows Rocket Companies Chairman Dan Gilbert to transfer shares he acquired (directly and indirectly) at the time of the initial public offering into third-party trusts which will be used for stock grants to team members within the Rock Family of Companies. This transaction will not result in any dilution to Rocket Companies stockholders.

Footnote F2

Dan Gilbert received a payment of $16.81 per share for the disposition of these shares.

Footnote F3

Neither Dan Gilbert nor his affiliated entities received a payment for the disposition of these shares.

Footnote F4

Shares of Class D common stock of the Issuer have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of RKT Holdings, LLC ("Holdings Units") held.

Footnote F5

Pursuant to the terms of the Exchange Agreement, dated as of August 5, 2020, by and among the Issuer, RKT Holdings, LLC, Rock Holdings Inc. ("RHI"), Dan Gilbert and the holders of Holding Units and shares of Class C common stock or Class D common stock from time to time party thereto (the "Exchange Agreement"), Holdings Units, together with a corresponding number of shares of Class D common stock or Class C common stock, may be exchanged for, at the option of the Issuer, (i) shares of Class B common stock or Class A common stock of the Issuer, as applicable, on a one-for-one basis, or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Class A common stock in such public offering or private sale), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The exchange rights under the Exchange Agreement do not expire.

Footnote F6

Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of the Issuer's Class B common stock will automatically convert into one share of Class A common stock, and each share of the Issuer's Class D common stock will automatically convert into one share of our Class C common stock, (i) at the option of the holder, (ii) immediately prior to any transfer of such share except for certain transfers described in the Issuer's Certificate of Incorporation and (iii) if the reporting person and its permitted transferees own less than 10% of the Issuer's issued and outstanding common stock.

Footnote F7

Directly owned by RHI. Dan Gilbert is the majority shareholder of RHI and has voting and dispositive control and beneficial ownership with respect to the shares of the Issuer's common stock held of record by RHI.

Footnote F8

Directly owned by a wholly-owned subsidiary of RHI. Dan Gilbert is the majority shareholder of RHI and has voting and dispositive control and beneficial ownership with respect to these shares.