What the changes say
- Rocket expanded its funding facilities to $28.5 billion and MSR repurchase facilities to $5.0 billion, reflecting scaled operations.
- New risks highlight reliance on secondary market sales, Ginnie Mae higher risk loans, and Redfin integration or MLS data access.
- Tax disclosures updated to reflect the OBBBA enacted in July 2025.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Operations
Some of the loans we service are higher risk loans, which are more expensive to service and may lead to liquidity challenges
Servicing higher risk Ginnie Mae agency loans increases compliance costs and regulatory scrutiny from state and federal regulators.
- NewRisks Related to Our Business and Operations
We depend on our ability to sell loans in the secondary market to a limited number of investors and to the GSEs, and to securitize our loans into MBS through the GSEs and Ginnie Mae. If our ability to sell or securitize mortgage loans is impaired, we may not be able to originate mortgage loans
Substantially all loan originations depend on secondary market sales and securitization through Fannie Mae, Freddie Mac, Ginnie Mae, and Woodward Capital Management LLC.
- NewRisks Related to Our Business and Operations
Redfin is reliant on real estate listing data and may be unable to obtain and provide comprehensive and accurate real estate listings quickly, or at all
Redfin relies on obtaining comprehensive and accurate real estate listing data from MLSs, public records, and brokers.
- NewRisks Related to Our Business and Operations
Redfin is subject to the rules, terms of service, and policies of realtor associations and MLSs, and any non-compliance may restrict or terminate their access to and use of listings data
Redfin is subject to realtor association and MLS rules, prompting it to exit local associations and the NAR in some jurisdictions in October 2023.
- NewRisks Relating to the Financial and Macroeconomic Environment
Additionally, MSRs do not trade in an active market with readily observable prices and, therefore, the fair value of MSRs is determined using a discounted cash flow model that incorporates prepayment speeds, OAS, cost to service, delinquencies, ancillary revenues, recapture rates, among other assumptions
MSR fair value relies on discounted cash flow models incorporating prepayment speeds, option-adjusted spreads, and recapture rates.
- NewRisks Relating to Regulatory Compliance and Litigation
The combined effect of legal, regulatory, and employment risks poses a comprehensive threat to our business, impacting financial stability, operational efficiency, and overall reputation. It necessitates ongoing diligence in navigating the evolving legal landscape and implementing effective risk mitigation strategies
Stock price volatility has led to securities litigation in the past, which can be expensive and divert management attention.
- NewRisks Relating to Regulatory Compliance and Litigation
We and our vendors have operations in India that could be adversely affected by changes in political or economic stability or by government policies
Operations in India expose the company to political and social instability, transition costs, and FCPA compliance risks.
Dropped
- DroppedRisks Related to Our Business and Operations
Rocket Loans, as a rapidly growing business, faces a range of interconnected risks and challenges that could have a material adverse effect on its operations
- DroppedRisks Related to Our Business and Operations
Our Rocket Homes business model is subject to challenges not faced by traditional real estate brokerages
- DroppedRisks Related to Our Business and Operations
We may be unable to make acquisitions and investments, successfully integrate acquired companies into our business, or our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition and results of operations
- DroppedRisks Relating to the Financial and Macroeconomic Environment
As of December 31, 2024, we also had available to us $2.2 billion of financing through a master repurchase agreement facility specialized for the early buy out of certain mortgage loans in agency mortgage pools and up to $1.2 billion available through a syndicated unsecured revolving credit facility
- DroppedRisks Relating to Regulatory Compliance and Litigation
We are subject to securities litigation, which may be expensive and may divert management’s attention
- DroppedRisks Relating to our Corporate Structure
To the extent that we need funds, and Holdings or its subsidiaries are restricted from making such distributions, we may not be able to obtain such funds on terms acceptable to us or at all and as a result could suffer an adverse effect on our liquidity and financial condition
Reworded
- 97% rewrittenRisks Relating to the Financial and Macroeconomic Environment
Our hedging strategies may not be successful in mitigating our risks associated with changes in interest rates
Expanded hedging strategy descriptions to include MLHFS, IRLCs, and MSRs, noting risks of poor design or volatile derivatives.
- 90% rewrittenRisks Relating to our Corporate Structure
We are a holding company and accordingly we are dependent upon distributions from our subsidiaries to pay taxes and other expenses
Updated holding company structure references to account for the Up-C Collapse and Rocket Limited Partnership distribution mechanics.
Was: We are a holding company and our principal asset is our equity interests in Rocket, LLC (“Holdings”), and accordingly we are dependent upon distributions from Holdings to pay taxes and other expenses
- 81% rewrittenRisks Relating to the Financial and Macroeconomic Environment
Our Rocket Mortgage business relies on our loan funding facilities to fund mortgage loans and otherwise operate our business. If one or more of such facilities are terminated, we may be unable to find replacement financing at commercially favorable terms, or at all, which could be detrimental to our business
Updated loan funding facility capacity from $20.6 billion across twelve facilities in 2024 to $28.5 billion across twenty-one facilities in 2025, with MSR facilities rising to $5.0 billion.
- 80% rewrittenRisks Related to Ownership of Our Class A Common Stock
Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress the price of our Class A common stock
Added Class L common stock alongside Class A and Class B in potential dilution and stock price depression warnings.
- 69% rewrittenRisks Related to Our Business and Operations
A failure to maintain the ratings assigned to us by a rating agency could have an adverse effect on our business, financial condition and results of operations
Added specific ratings downgrade consequences, including loss of Fannie, Freddie, and Ginnie Mae approved servicer status and early advance facility termination.
- 60% rewrittenRisks Relating to Regulatory Compliance and Litigation
Changes in tax laws may adversely affect us, and the IRS or a court may disagree with our tax positions, which may result in adverse effects on our financial condition or the value of our common stock
Replaced Inflation Reduction Act of 2022 disclosures with details on the OBBBA enacted July 4, 2025, including 100% bonus depreciation and interest deduction adjustments.
Was: Changes in tax laws may adversely affect us, and the Internal Revenue Service (the “IRS”) or a court may disagree with our tax positions, which may result in adverse effects on our financial condition or the value of our common stock
- 59% rewrittenRisks Related to Our Business and Operations
Our origination and servicing businesses and operating results may be adversely impacted due to a decline in market share for our origination business, a faster than expected increase in payoffs of serviced loans and an inability to recapture loans from existing serviced clients
Expanded run-off and recapture portfolio risks to explicitly include subserving portfolios.
- 58% rewrittenRisks Relating to Technology and Cybersecurity
The success and growth of our business, results of operations and financial condition will depend upon our continued ability to adapt to and implement technological changes to meet our business needs and the changing demands of the market and our clients
Added specific mention of significant investments in AI and its use in mortgage origination, servicing, recruiting, and new product introduction.
Was: The success and growth of our business, results of operations and financial condition will depend upon our ability to adapt to and implement technological changes to meet our business needs and the changing demands of the market and our clients
- 56% rewrittenRisks Relating to Technology and Cybersecurity
Reliance on digital platforms and app marketplaces poses growing risks to client acquisition and business growth
- 56% rewrittenRisks Relating to our Corporate Structure
Our certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities
- 48% rewrittenRisks Related to Our Business and Operations
Our counterparties may terminate our servicing rights and subservicing contracts under which we conduct servicing activities
- 47% rewrittenRisks Relating to Technology and Cybersecurity
Cyberattacks, security breaches or a failure to comply with information security laws or regulations could result in serious harm to our reputation and adversely affect our business
- 46% rewrittenRisks Relating to Regulatory Compliance and Litigation
We are subject to various legal actions that if decided adversely, or if viewed unfavorably by the public, could be detrimental to our business
- 43% rewrittenRisks Relating to our Corporate Structure
We may be required to pay RHI II and Mr. Gilbert for certain tax benefits we may utilize, and the amounts we may pay could be significant
Was: We are required to pay RHI and Dan Gilbert for certain tax benefits we may claim, and the amounts we may pay could be significant
- 40% rewrittenRisks Related to Ownership of Our Class A Common Stock
A material weakness in our control environment could have a material adverse effect on us including an inability to accurately or timely report our financial results and our stock price could be adversely affected
- 37% rewrittenRisks Relating to Technology and Cybersecurity
Issues related to the development, proliferation and use of AI could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business
- 37% rewrittenRisks Relating to the Financial and Macroeconomic Environment
We measure the fair value of our MLHFS, derivative financial instruments, MSRs, and excess spread financing on a recurring basis and we measure the fair value of other assets, such as mortgage loans held for investment, certain impaired loans and other real estate owned, on a non-recurring basis
Was: We measure the fair value of our mortgage loans held for sale, derivatives, interest rate lock commitments (“IRLCs”) and MSRs on a recurring basis and we measure the fair value of other assets, such as mortgage loans held for investment, certain impaired loans and other real estate owned, on a non-recurring basis
- 37% rewrittenRisks Relating to Technology and Cybersecurity
Technology disruptions or failures, including a failure in our operational or security systems or infrastructure, or those of third parties with whom we do business, could disrupt our business, cause legal or reputational harm, and adversely impact our results of operations and financial condition
- 36% rewrittenRisks Relating to our Corporate Structure
Our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares
- 33% rewrittenRisks Relating to the Financial and Macroeconomic Environment
We originate loans eligible for sale to Fannie Mae and Freddie Mac and government-insured or guaranteed loans, such as FHA and VA loans eligible for Ginnie Mae securities issuance
- 31% rewrittenRisks Relating to the Financial and Macroeconomic Environment
Our loan origination and servicing revenues are highly dependent on macroeconomic and U.S. residential real estate market conditions
- 26% rewrittenRisks Related to Our Business and Operations
We face intense competition that could adversely affect us
- 26% rewrittenRisks Relating to the Financial and Macroeconomic Environment
Our ability to refinance existing debt and borrow additional funds is affected by a variety of factors
- 23% rewrittenRisks Relating to Regulatory Compliance and Litigation
If we do not obtain and maintain the appropriate state licenses, we will not be allowed to do business in some states, which would adversely affect our operations
- 22% rewrittenRisks Relating to our Corporate Structure
Our certificate of incorporation requires exclusive forum in certain courts in the State of Michigan or the State of Delaware or the federal district courts of the United States for certain types of lawsuits, which may have the effect of discouraging lawsuits against our directors and officers
Was: The provision of our certificate of incorporation requiring exclusive forum in certain courts in the State of Michigan or the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers
- 20% rewrittenRisks Related to Our Business and Operations
Negative public opinion could damage our brand and reputation, which could adversely affect our business and earnings
All 63 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Technology and Cybersecurity
- 01The success and growth of our business, results of operations and financial condition will depend upon our continued ability to adapt to and implement technological changes to meet our business needs and the changing demands of the market and our clients58% rewritten
- 02Issues related to the development, proliferation and use of AI could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business37% rewritten
- 03Cyberattacks, security breaches or a failure to comply with information security laws or regulations could result in serious harm to our reputation and adversely affect our business47% rewritten
- 04Technology disruptions or failures, including a failure in our operational or security systems or infrastructure, or those of third parties with whom we do business, could disrupt our business, cause legal or reputational harm, and adversely impact our results of operations and financial condition37% rewritten
- 05Reliance on digital platforms and app marketplaces poses growing risks to client acquisition and business growth56% rewritten
- 06Some aspects of our Rocket technology platform include open-source software and any failure to comply with the terms of one or more of these open-source licenses could adversely affect our business
Risks Related to Our Business and Operations
- 07We are, and intend to continue, developing new products and services and our failure to accurately predict their demand or growth could have an adverse effect on our business
- 08We may not be able to continue to grow our loan origination business or effectively manage significant increases in our loan production volume, both of which could negatively affect our reputation and business, financial condition, and results of operations
- 09We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances
- 10Some of the loans we service are higher risk loans, which are more expensive to service and may lead to liquidity challengesNew
- 11Our counterparties may terminate our servicing rights and subservicing contracts under which we conduct servicing activities48% rewritten
- 12A failure to maintain the ratings assigned to us by a rating agency could have an adverse effect on our business, financial condition and results of operations69% rewritten
- 13Our origination and servicing businesses and operating results may be adversely impacted due to a decline in market share for our origination business, a faster than expected increase in payoffs of serviced loans and an inability to recapture loans from existing serviced clients59% rewritten
- 14We depend on our ability to sell loans in the secondary market to a limited number of investors and to the GSEs, and to securitize our loans into MBS through the GSEs and Ginnie Mae. If our ability to sell or securitize mortgage loans is impaired, we may not be able to originate mortgage loansNew
- 15We may be required to repurchase or substitute mortgage loans or MSRs that we have sold, or indemnify purchasers of our mortgage loans or MSRs
- 16Our underwriting may not accurately predict the likelihood of default for all loans, which can result in substantial losses that could adversely affect our financial condition
- 17We rely upon the accuracy and completeness of information about borrowers and any misrepresented information or fraud could result in significant financial losses and harm to our reputation
- 18Failure of vendors to perform to contractual agreements embedded in our products and services and our failure to effectively oversee vendor operations could adversely affect our business
- 19Redfin is reliant on real estate listing data and may be unable to obtain and provide comprehensive and accurate real estate listings quickly, or at allNew
- 20Redfin is subject to the rules, terms of service, and policies of realtor associations and MLSs, and any non-compliance may restrict or terminate their access to and use of listings dataNew
- 21Negative public opinion could damage our brand and reputation, which could adversely affect our business and earnings20% rewritten
- 22Instability caused by acts of violence or war may affect the lending industry and capital markets generally and our business, financial condition and results of operations
- 23Our business is subject to the risks of natural disasters and other natural catastrophic events and to interruption by man-made issues such as strikes
- 24Our risk management efforts may not be effective at mitigating potential losses resulting in increased costs or business disruption
- 25We face intense competition that could adversely affect us26% rewritten
Risks Relating to the Financial and Macroeconomic Environment
- 26Our Rocket Mortgage business relies on our loan funding facilities to fund mortgage loans and otherwise operate our business. If one or more of such facilities are terminated, we may be unable to find replacement financing at commercially favorable terms, or at all, which could be detrimental to our business81% rewritten
- 27Our ability to refinance existing debt and borrow additional funds is affected by a variety of factors26% rewritten
- 28Our loan origination and servicing revenues are highly dependent on macroeconomic and U.S. residential real estate market conditions31% rewritten
- 29If the value of the collateral underlying certain of our loan funding facilities decreases, we could be required to satisfy a margin call and an unanticipated margin call could have a material adverse effect on our liquidity
- 30A disruption in the secondary home loan market, including the MBS market, could have a detrimental effect on our business
- 31We originate loans eligible for sale to Fannie Mae and Freddie Mac and government-insured or guaranteed loans, such as FHA and VA loans eligible for Ginnie Mae securities issuance33% rewritten
- 32Challenges to the MERS® System could materially and adversely affect our business, results of operations and financial condition
- 33Our hedging strategies may not be successful in mitigating our risks associated with changes in interest rates97% rewritten
- 34We rely on internal models to manage risk and to make business decisions. Our business could be adversely affected if those models fail to produce reliable and/or valid results
- 35As a result of the time and resources, including technical and staffing resources, that are required to perform these processes effectively, it may not be possible to replace existing models quickly enough to ensure that they will always properly account for the impacts of recent information and actions
- 36We measure the fair value of our MLHFS, derivative financial instruments, MSRs, and excess spread financing on a recurring basis and we measure the fair value of other assets, such as mortgage loans held for investment, certain impaired loans and other real estate owned, on a non-recurring basis37% rewritten
- 37Additionally, MSRs do not trade in an active market with readily observable prices and, therefore, the fair value of MSRs is determined using a discounted cash flow model that incorporates prepayment speeds, OAS, cost to service, delinquencies, ancillary revenues, recapture rates, among other assumptionsNew
Risks Relating to Regulatory Compliance and Litigation
- 38We operate in heavily regulated industries and our activities expose us to risks of non-compliance with an increasing and inconsistent body of complex laws and regulations at the U.S. federal, state and local levels, as well as in Canada
- 39Regulatory agencies and consumer advocacy groups may assert claims that the practices of lenders and loan servicers result in a disparate impact on protected classes
- 40In addition to reputational harm, violations of the ECOA and the FHA can result in actual damages, punitive damages, injunctive or equitable relief, attorneys’ fees and civil money penalties
- 41Government regulation of the internet, online marketing, data privacy, and other aspects of our business is evolving, and we may experience unfavorable changes in or failure to comply with existing or future regulations and laws
- 42If we do not obtain and maintain the appropriate state licenses, we will not be allowed to do business in some states, which would adversely affect our operations23% rewritten
- 43We are subject to guidelines, laws and regulations regarding our use of telemarketing; a failure to comply with such laws and guidelines, including the TCPA, could increase our operating costs and adversely impact our business
- 44Changes in tax laws may adversely affect us, and the IRS or a court may disagree with our tax positions, which may result in adverse effects on our financial condition or the value of our common stock60% rewritten
- 45Our reported financial results may be materially and adversely affected by future changes in accounting principles generally accepted in the United States
- 46We are subject to various legal actions that if decided adversely, or if viewed unfavorably by the public, could be detrimental to our business46% rewritten
- 47The combined effect of legal, regulatory, and employment risks poses a comprehensive threat to our business, impacting financial stability, operational efficiency, and overall reputation. It necessitates ongoing diligence in navigating the evolving legal landscape and implementing effective risk mitigation strategiesNew
- 48The conduct of the brokers through whom we originate loans could subject us to fines or other penalties
- 49We and our vendors have operations in India that could be adversely affected by changes in political or economic stability or by government policiesNew
Risks Relating to Privacy and Intellectual Property
- 50The collection, processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights
- 51We could be adversely affected if we inadequately obtain, maintain, protect and enforce our intellectual property and proprietary rights and may encounter disputes from time to time relating to our use of the intellectual property of third parties
Risks Relating to our Human Capital
- 52We may not be able to hire, train and retain qualified personnel to support our growth, and difficulties with hiring, team member training and other labor issues could adversely affect our ability to implement our business objectives and disrupt our operations
- 53If we cannot maintain our corporate culture, we could lose the innovation, collaboration and focus on the mission that contribute to our business
- 54Loss of our key leadership could result in a material adverse effect on our business
Risks Relating to our Corporate Structure
- 55We are a holding company and accordingly we are dependent upon distributions from our subsidiaries to pay taxes and other expenses90% rewritten
- 56We may be required to pay RHI II and Mr. Gilbert for certain tax benefits we may utilize, and the amounts we may pay could be significant43% rewritten
- 57Our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares36% rewritten
- 58Our certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities56% rewritten
- 59Our certificate of incorporation requires exclusive forum in certain courts in the State of Michigan or the State of Delaware or the federal district courts of the United States for certain types of lawsuits, which may have the effect of discouraging lawsuits against our directors and officers22% rewritten
Risks Related to Ownership of Our Class A Common Stock
- 60A material weakness in our control environment could have a material adverse effect on us including an inability to accurately or timely report our financial results and our stock price could be adversely affected40% rewritten
- 61The U.S. federal income tax treatment of distributions on our Class A common stock to a holder will depend upon our tax attributes and the holder’s tax basis in our stock, which are not necessarily predictable and can change over time
- 62Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress the price of our Class A common stock80% rewritten
- 63The price of our Class A common stock has been, and may in the future be, volatile and your investment in our common stock could suffer a decline in value
Other Rocket Companies 10-Ks
- FY2024 10-K risk factors62 risks
Rocket Companies relies heavily on digital platforms, proprietary technology, and short-term credit facilities to fund mortgage originations and service loans. The business faces intense competition, strict regulatory oversight across federal and state levels, and heavy exposure to interest rate volatility.
Filed Mar 03, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.