Rocket Companies (RKT) S-1/AIPO registration (amended)

PROSPECTUS SUMMARY

        The following summary contains selected information about us and about this offering. It does not contain all of the information that is important to you and your investment decision. Before you make an investment decision, you should review this prospectus in its entirety, including matters set forth under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the historical financial statements and the related notes thereto included elsewhere in this prospectus. Some of the statements in the following summary constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." Certain percentages and other figures provided and used in this prospectus may not add up to 100.0% due to the rounding of individual components.

COMPANY OVERVIEW

        We are a Detroit-based company obsessed with helping our clients achieve the American dream of home ownership and financial freedom. We are committed to providing an industry-leading client experience powered by our award-winning culture and innovative technologies. We believe our widely recognized "Rocket" brand is synonymous with providing simple, fast, and trusted digital solutions for complex personal transactions.

        Since our inception in 1985, we have consistently demonstrated our ability to launch new consumer experiences, scale and automate operations, and extend our proprietary technologies to partners. Our flagship business, Rocket Mortgage, is the industry leader, having provided more than $1 trillion in home loans since inception while growing our market share from 1.3% in 2009 to 9.2% in the first quarter of 2020, a CAGR of 19%. We have also expanded into complementary industries, such as real estate services, personal lending, and auto sales. In each of these gigantic and fragmented markets, we seek to gain share and drive profitable growth by reinventing the client experience.

        Dan Gilbert, our founder and Chairman, purposefully created a strong cultural foundation of core principles, or "ISMs", as a cultural operating system to guide decision making by all of our team members. At the heart of the ISMs is a simple, yet powerful, concept: "Love our team members. Love our clients." Our team members put the ISMs into action every day. The result is an empowered and passionate team aligned in a common mission. This has led FORTUNE magazine to name us to their list of "100 Best Companies to Work For" for 16 consecutive years.

        Our launch of the Rocket Mortgage online platform in 2015 revolutionized the mortgage process as the first end-to-end digital experience, leveraging decades of technology investment and innovation. Rocket Mortgage is the simplest and most convenient way to get a mortgage. This digital solution utilizes automated data retrieval and advanced underwriting technology to deliver fast, tailored solutions to the palm of a client's hand. Our Rocket Mortgage app, which clients use to apply for a mortgage, interact with our team members, upload documents, e-sign documents, receive statements, and complete monthly payments, has a 4.9 star rating on the Apple App Store.

        Rocket Mortgage technology extends well beyond the app, seamlessly serving clients and client-facing team members across the entire front-end user experience. Rocket Mortgage technology also facilitates the origination, underwriting, closing, and servicing process in a manner designed to sustain positive ongoing client relationships. We have also built proprietary sales technology that allows us to more effectively connect with and win potential clients. Building off this technology, we developed Rock Connections, our sales and support organization, which supports both Rocket Mortgage and several other external partners.

        Rocket Mortgage offers clients speed and simplicity backed by industry-leading automation created through our proprietary software platform and centralized operations. Traditionally, a single

processor sequentially performs most loan origination functions. Our process separates these functions to create specialization among team members, automates key steps and prioritizes workflow. Our technology provides our client specialists visibility into the loan process and enables our loans to close faster and more efficiently than industry averages. In 2019, we closed 6.7 loans per month per average production team member, compared to the industry average of 2.3 according to the Mortgage Bankers Association. In 2020, our year to date average has grown to 8.3 loans per month. The result is an unmatched client experience that has earned us recognition as #1 for Mortgage Origination by J.D. Power for the past 10 years—every year we have been eligible for the award.

        We believe our national Rocket brand establishes a competitive advantage that is difficult to replicate. In our industry, we are the only company of scale with significant digital-first brand recognition. Since our inception, we have invested over $5 billion in marketing, including over $900 million for the year ended December 31, 2019. Our in-house marketing agency has a long history of creating bold and visible events and campaigns, including the Quicken Loans Carrier Classic in 2011—a NCAA Men's Basketball game that raised proceeds for military charities and was attended on Veterans Day by President Obama; the Quicken Loans Billion Dollar Bracket for the NCAA Men's Basketball Tournament in 2014, in collaboration with Warren Buffett; the annual Rocket Mortgage Classic—the first ever PGA TOUR event in Detroit; and recently a prominent Super Bowl Squares campaign and our latest Super Bowl ad, featuring actor Jason Momoa, was ranked the fifth best Super Bowl ad by USA Today's Ad Meter.

        We also reach potential clients through highly targeted marketing strategies. Our scale and data analytics provide distinct advantages in the efficiency of our marketing initiatives. We utilize data gathered from inquiries, applications and ongoing client relationships to optimize digital performance marketing to reach the right clients with the right solutions. Continuing our growth in digital marketing, in 2017 we acquired Core Digital Media, a top social media and display advertiser. Our specialized marketing capabilities allowed us to generate inquiries from more than 20 million potential clients in 2019.

        In 2010, we made the strategic decision to invest in loan servicing. Servicing the loans that we originate provides us with an opportunity to build long-term relationships and continually impress our clients with a seamless experience. We employ the same client-centric culture and technology cultivated in our origination business towards our servicing effort. The result is a differentiated servicing experience focused on client service with positive, regular touchpoints and a better understanding of our clients' future needs. As a result of our operational excellence, in 2019 we achieved overall client retention levels of 63%, and refinancing retention levels of 76%, which is approximately 3.5 times higher than the industry average of 22%. In 2020, our year to date average has grown to nearly 75% overall client retention. Additionally, we have been recognized as #1 for Mortgage Servicing by J.D. Power for the past six years—every year we have been eligible for the award.

        Our growth potential is significant. The U.S. residential mortgage market remains highly fragmented. As the largest retail mortgage originator according to Inside Mortgage Finance, we serve 9.2% of an over $2.0 trillion annual market. As adoption of online mortgages increases, we expect to drive further market share growth. Of the clients that applied using our online platform or app, 75% are first-time homeowners and/or Millennials. As a result, we expect our growth to accelerate. As these groups mature and continue to demand a more digital experience, we anticipate that their previous positive experiences with Rocket Mortgage will result in repeat business and further growth of our Company.

        One of our strategic priorities is to grow partnerships with other preeminent companies and professionals whose clients benefit from our solutions. We continue to expand our network of

high-quality influencers, which include mortgage professionals in the Quicken Loans Mortgage Services (QLMS) network and             ,              and             agents. In addition, we have marketing partnerships with Fortune 500 companies such as                           ,                            and                            . Our partners rely on our trusted brand and technology to deliver the Rocket experience to their clients. To support this effort, we leveraged our Rocket Mortgage technology to develop Rocket Professional, our proprietary platform that enables our partners to offer our best mortgage options to their clients and provide real-time management of loan applications.

        The speed and efficiency of our platform is further enabled by our relationship with our subsidiary Amrock. Amrock is a leading provider of title insurance services, property valuations and settlement services. This business complements our mortgage origination platform with digital appraisal and closing services integrated throughout our Rocket Mortgage technology and processes. This provides a seamless experience for our clients, from their first interaction with Rocket Mortgage through closing.

        We have incubated and organically grown an ecosystem of businesses that creates substantial growth opportunities. Rocket Homes, our proprietary home search platform and real estate agent referral network, helps match Rocket Mortgage clients with highly rated agents, and the coordinated home buying experience improves the certainty of closing. Rocket Homes participated in more than 30,000 real estate transactions in 2019. Rocket Loans, our prime personal loan business, underwrote approximately 25,000 closed loans in 2019 (a year-over-year increase of over 30%). Rocket Auto, our auto sales business that was previously part of Rock Connections, facilitated nearly 20,000 used car sales in 2019, its second full year of operation. We believe our success in the United States can be leveraged in the Canadian mortgage market, a market of approximately $761 billion CAD of annual mortgage originations, and have invested in Lendesk and Edison Financial, two Canadian mortgage business startups.

        We have demonstrated a track record of creating value through profitable growth with a capital-light business model. For the year ended December 31, 2019, our total revenue, net was $5.1 billion and net income attributable to Rocket Companies was $893.8 million, representing a 22% and 46% growth from the prior year, respectively. Over the same time period, Adjusted Revenue was $5.9 billion, Adjusted Net Income was $1.3 billion, and Adjusted EBITDA was $1.9 billion. For reconciliation of these non-GAAP measures to their most comparable U.S. GAAP measures, see "Summary Historical and Pro Forma Condensed Combined Financial and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

MARKET OPPORTUNITY

        We participate in large markets that are changing rapidly. We believe we are well positioned to capitalize on ongoing shifts in market demographics and consumer demands.

We are at the center of the largest consumer asset class in the United States

        According to the Mortgage Bankers Association, there is approximately $10.7 trillion of residential mortgage debt outstanding in the United States as of December 31, 2019. Furthermore, the mortgage industry had total originations of $2.2 trillion in 2019 and has averaged $2.0 trillion in annual originations since 2000. Mortgages are almost always the most significant financial product in a consumer's life and loan servicing creates ongoing relationships with clients through their homeownership lifecycle.

The mortgage industry is highly fragmented.

        The top five companies in the retail mortgage market only comprised 17.3% of total originations in 2019 according to Inside Mortgage Finance. This fragmentation results from the legacy of a decentralized brick-and-mortar presence for mortgage originators, which limits originators' ability to invest in technology and process automation.

        The fragmentation in the mortgage industry contrasts with many other consumer-facing industries where leaders hold a higher market share. As technology continues to create significant differentiation in the competitive landscape for mortgage origination, we believe there will be ongoing opportunities for scalable platforms that combine a superior client experience with faster speed to close to increase their market share.

Consumers increasingly expect a higher level of service and technology-driven user experiences.

        In today's on-demand society, consumers expect a technology-based user experience and process in all their financial interactions. They increasingly desire to have the convenience of speed and simplicity at their fingertips, even for their most complex financial transactions. This provides a significant opportunity for those companies that can improve user experiences while also delivering transparency and certainty.

The home buying experience is positioned for disruptive change.

        Legacy practices permeate not just mortgages, but the entire home buying experience. The process remains opaque for most consumers, as they are forced to coordinate with multiple parties for many different services. A seamless, integrated approach between the real estate agent and the mortgage originator provides the consumer a streamlined experience that achieves a higher certainty of closing and an overall positive sentiment, which can lead to future transactions with our Company.

OUR STRENGTHS

Culture

        We define our culture through 19 ISMs. Dan Gilbert, our founder and Chairman, created the ISMs as the guiding principles and philosophy for our team members. The ISMs are more than catchy phrases; they are the operating system that acts as the blueprint for all our decision-making and builds the foundation of our culture.

        Each of our approximately 20,000 team members is empowered to apply the ISMs in all aspects of their work and life. The ISMs define our culture and how we conduct business, and this combination of an empowered team with a common, well-defined mission provides us with a significant strategic advantage in the market.

Always Raising Our Level of Awareness

        "Our future, growth, innovation and success starts with the thousands of eyeballs of our team members."

        Everything starts with awareness. We challenge our team members to be alert and observant, really listening to and understanding the needs of our clients, and to deliver actionable innovations that improve the client experience and process. Our culture asks not only for ideas, but also drives for execution. The result is a group of empowered professionals creating unrivaled experiences for our clients.

        We were pioneers in centralizing and digitizing the mortgage experience. We were also one of the first in our industry to recognize the changing client demands and use the internet to deliver fast and simple mortgages, from this initial idea to our modern solutions like Rocket Mortgage and Rocket Professional, our proprietary platform. The awareness and hyper-focus of our team members drives these innovative solutions and our success.

Every Client. Every Time. No Exceptions. No Excuses

        "Every client means 100% of our clients all of the time, not most of the time."

        We value our clients and serve them with an unmatched sense of urgency and importance. We maintain a policy that every client will receive a callback within 24 hours. Our clients have acknowledged the positive experience they have with us in our closed consumer surveys, with approximately 94% recommending us. Our superior client experience is evidenced by our net promoter score (NPS) score of 74, a measure of consumer satisfaction, as compared to the average NPS of 16 for the mortgage origination industry according to J.D. Power. Our award-winning client experience has resulted in other world-class consumer-facing organizations, such as                           , seeking to partner with us.

Obsessed with Finding a Better Way

        "Finding a better way is not something we do on the side or when we get the time. Rather, it's a key priority for every one of our team members."

        We empower our team members to create the processes and programs that will continue to drive our growth. Team members know their opinion is not only welcome but expected, from providing input on how to improve our existing business to pitching a completely new company idea.

        Our obsession with finding a better way is amplified through our constant improvement "Mousetrap Team," and our platform for new ideas "The Cheese Factory." Mousetrap Team members are tasked with closely examining each step of the borrowing process to make it more efficient. Major successes from this team include the development of proprietary technology that prioritizes each step of the loan process based on a client's propensity to close and the development of a texting platform that allows clients to communicate directly with their mortgage banker, reducing delays due to response times. The Cheese Factory and its internal "Pitch Day" competition, both encourage and reward team members for bringing forward ideas.

        Our Product Strategy team continues carrying that momentum, analyzing consumer trends and best practices, and then delivering products under the Rocket umbrella that meet the emerging and

future needs of our clients. This team has demonstrated its ability to translate our Company's mission and goals into client-focused solutions and experiences. Recognizing the market opportunity to extend our Rocket Mortgage technology and process to our Partner Network, this team successfully led the development and launch of our partner platform Rocket Professional. Combining business and technical savvy, our strategists revolutionize the way we interact with consumers on our never-ending mission to find a better way for everything we do.

We Are the They

        "There is no 'they.' We are the 'they.' One team. United. All in the mission together. No corporate barriers. No boundaries. Just open doors, open minds and an open culture rooted in trust."

        Our organization emphasizes cooperation, respect and teamwork and minimizes hierarchy and bureaucracy, all to achieve better client results. Our team members and leaders, across our ecosystem, are all aligned towards the common goal of helping our clients and providing an amazing client experience. We recruit, train and develop our team members to all align to this philosophy. We do so with the contributions of our robustly staffed training team that focuses on the development and growth of team members. The group has been recognized by Training Magazine as part of the "Training Top 125" for excellence in training and development.

        Our unity extends beyond the walls of our organization to the communities we call home. Our "for more than profit" approach includes positively impacting our communities through creating jobs and reinvesting dollars and time into our cities. From education and housing stability initiatives to entrepreneurship programs, our team members are at the forefront of growth—both in our business and the communities in which they live, work, and play.

Technology, Data and Automation Innovation

        We built a fully integrated technology platform implemented across our ecosystem to provide a seamless and efficient experience for our team members, clients and partners. We have found that the most powerful approach to improving the client experience is to identify the pain points in the process and create scalable technology-driven solutions for each one.

        Our leadership and approximately 2,500 technology team members focus on technology along three axes. First, we leverage advanced algorithms and decision trees along with intuitive front-end design to provide an exceptional client interface and service. Second, we use technology and analytics to automate as many steps of our operations as possible to increase our team members' productivity, minimize process lags and errors, and ultimately drive significant improvement in client outcomes on a massive scale. Third, we develop our technology with a view to offer it to external partners in a seamless manner, enabling further growth of our ecosystem.

        We have strategically developed our technology in modules to facilitate agile enhancements. This enables us to effectively scale during market expansion, efficiently onboard partners, and grow into new client segments and channels, with less time and investment than our competitors.

        Additionally, our cutting-edge technology systems are powered by a significant amount of data. In 2019, we had interactions with over 20 million prospective clients. We have long-term mortgage servicing relationships with approximately 1.83 million client loans. Our technology and data science teams are proficient in leveraging this rich data to streamline the client experience, to improve the efficacy of our marketing campaigns, and to offer products and services suited to each client's specific circumstance.

Client Leads by Year (in millions)

Digital-First Brand and Marketing

        Our investment in the Rocket brand has made it nationally recognized as a simple, fast, and trusted digital solution for clients and partners. We invest in a range of targeted marketing campaigns that leverage our brand to acquire new clients and position our brand as the technology-driven solution for consumers.

        We have over 250 experienced marketing team members in our in-house advertising agency focused on every aspect of the client lifecycle. We create and execute innovative marketing strategies to identify and reach target audiences, engage with interested clients, and promote the client experience. We also rely on our Core Digital Media business, a leading online marketing and client acquisition platform, to generate additional leads. We have invested considerable capital in our brand. Since our inception, we have invested over $5 billion in marketing, including over $900 million for the year ended December 31, 2019.

        While we increase brand awareness through sophisticated marketing, there is no better brand builder than a positive client experience. By providing a positive upfront origination experience, coupled with award-winning servicing over the life of the loan, we establish a long-term relationship with our clients. Servicing a client's loan allows us to remain in contact with our clients and stay current on their financial needs. For example, we rely on insights gained from servicing to offer solutions to clients when they can benefit from a more cost-effective mortgage. As a result of this approach, in 2019 when clients chose their next mortgage, we had overall client retention levels of 63% and refinancing retention levels of 76%, which is approximately 3.5 times higher than the industry average of 22%. In 2020, our year to date average has grown to nearly 75% overall client retention.

2019 Refinancing Retention

Source: Black Knight Mortgage Monitor.

(1)

Retention rate is the total unpaid principal balance ("UPB") of our clients that originate a new mortgage with us in a given period divided by total UPB of the clients that paid off their existing mortgage and originated a new mortgage in the same period. This calculation excludes clients to whom we did not actively market due to contractual prohibitions or other business reasons.

Superior Economic Model

        We earn the majority of our revenues from the upfront origination of each mortgage through origination fees and the sale of mortgages into the secondary mortgage market. Additional revenue is earned through recurring fees from servicing these same mortgages. We also earn fees from real estate agent referrals in Rocket Homes; origination, gain on sale, and servicing fees in Rocket Loans; and fees from facilitating auto sales in Rocket Auto.

        We believe our platform and technology create a significant financial advantage. Our brand effectiveness and marketing capabilities optimize client acquisition investments and our automated processes reduce unnecessary costs across the origination process. We create significant operating leverage through automation. We can scale quickly and efficiently which allows us to grow both the number of transactions and transaction profitability.

        Our business model is high-velocity, capital light and cash generating. We originate mortgage loans that are sold either to government-backed entities or to investors in the secondary mortgage market. Most sales occur within three weeks of origination, in turn requiring minimal capital. Of the $145 billion of mortgages we originated for the year ended December 31, 2019, 91% were sold to government-backed entities. For the year ended December 31, 2019, our net income attributable to Rocket Companies was $893.8 million and our Adjusted Net Income was $1.3 billion.

        Our business has minimal credit exposure as we sell our mortgage loans to investors in a matter of days. We also do not have direct credit exposure to the servicing portfolio since we do not own the underlying loans that are being serviced. Additionally, our automation and process efficiency are designed to increase data transparency and quality, thereby limiting potential liabilities that could result from errors in underwriting and servicing.

Highly Adaptable and Scalable Platform

        We can scale quickly and efficiently which allows us to increase both the number of clients we provide solutions for and our profitability. Our proprietary loan origination platform allows us to originate, underwrite and close loans in all 50 states over the internet. Additionally our centralized loan processing centers give us greater control over the client experience and allows us to take advantage of economies of scale. Our loan funding capacity is generally sourced from repurchase agreements with large financial instituitions as counterparties, cash generated from operations and proceeds from the fixed-income bond market resulting in a diversified funding strategy. As our business continues to grow, we regularly reassess our funding strategy and we believe we have the ability to access the appropriate amount of capital to support our growth from internally generated cash flows and our various debt agreements. We do not intend to use the proceeds from this offering to fund the growth of our business. For more information, see "Use of Proceeds".

        Our size and technologies allow us to utilize specialized sub-groups to automate the processing and review of data and documents based on a set of predetermined rules-based workflows. Specialization in each step of the origination process allows us to create experts in each task, enabling our team members to rely on their expertise to quickly solve problems and provide greater certainty to close for our clients. This task-based specialization also results in shorter training time for new team members, enabling us to quickly ramp up operational capacity. Our approach is a true differentiator, allowing us to quickly scale the workforce to match demand and the size of the pipeline.

        Our platform provides us the capacity to close a substantially higher amount of loans per month based on current resources without significant investment in infrastructure. This centralized structure and scalable platform also allows Rocket Mortgage to quickly adapt to the evolving regulatory environment and market changes.

        Our scale, together with our high-quality, geographically diverse originations, and efficient platform, allows our experienced capital markets team to achieve superior secondary market execution. Our capital markets team aggregates pools of loans to obtain the best pricing for sales into the market. At the same time, our Capital Markets team uses proprietary technologies in addition to outside information services to hedge interest rate positions until loans are sold. Over the last decade we have generated consistently strong margins, which we believe are attributable to the high-quality loans generated from our business model, combined with our experienced management and capital markets teams.

High-Quality Team Member Experience

        Our culture creates an environment where team members know their opinions are valued and curiosity is encouraged. This collaborative atmosphere empowers our team members and keeps them engaged, making us stronger, faster, and more innovative as a company. Our internal surveys show approximately 95% of our team members believe the work they do contributes to the success of our Company.

        Our high-quality workplace culture creates significant opportunities to attract and retain talent. We encourage our team members to build a long-term career within our Company and focus on a common mission. Our commitment to the cities where we live, work, and play, attracts team members who are similarly focused on building a strong community, further benefitting our cultural identity.

        In addition to the recognition we received from FORTUNE magazine, our operations in Phoenix, Cleveland and Charlotte have been recognized as top workplaces in 2019 in local business

publications. Of our approximately 20,000 team members, approximately 1,500 team members have been with us for over 10 years.

Strong, Collaborative Senior Leadership Team

        Our senior leadership team's vision has reshaped the mortgage landscape and fueled our substantial growth while consistently reinforcing our culture. This long-tenured team has been with us for an average of 24 years. Dan Gilbert, our founder and Chairman, has provided us with steady leadership during our entire 35-year history and served as Chief Executive Officer from 1985 until 2002. Jay Farner is our current Chief Executive Officer and has been with us for 24 years. Bob Walters is our President and Chief Operating Officer and has been with us for 23 years. Julie Booth is our Chief Financial Officer and has been with us for 16 years. Angelo Vitale is our General Counsel and Secretary and has been with us for 23 years. This team has led us through a variety of housing and economic cycles, and have found ways to take advantage of broader industry disruption to continue our growth and success.

        We are focused on developing and promoting talent from within, which has enabled us to develop both the current team of senior leaders as well as the next generation of leaders. Prior to becoming Chief Executive Officer, Jay Farner served as our President and Chief Marketing Officer and Vice President of Web Mortgage Banking before that. In these roles, Jay personally led the building of Rocket Mortgage and brand strategy, as well as online performance marketing and the creation of the centralized banking teams. Prior to becoming President and Chief Operating Officer, Bob Walters served as our Chief Economist and Executive Vice President leading Capital Markets and Servicing. In these roles, Bob oversaw the teams responsible for developing our capital markets capabilities, launching servicing and transforming our client experience and operations teams. Prior to becoming Chief Financial Officer, Julie Booth served as our Vice President, Finance and initiated the creation and development of the Treasury, Procurement, and Internal Audit functions over the years. Angelo Vitale has served as Chief Executive Officer of our subsidiary Rock Central and as our Executive Vice President, General Counsel and Secretary. In these positions, Angelo has been responsible for our legal functions, including regulatory compliance, commercial real estate leasing and enterprise risk management.

OUR GROWTH

Rocket Mortgage Market Share ($ in billions)

        We have significant opportunity for continued growth as we advance and leverage our technology, brand, scale, and commitment to providing an exceptional client experience.

Expand Our Lead in Our Core Market

        We are the largest retail mortgage originator in the U.S. according to Inside Mortgage Finance, with $145 billion in originations in 2019. We originated $51.7 billion in the three months ended March 31, 2020, which is a 23% CAGR from originations of $25 billion in 2009. We are the scaled leader in the U.S. mortgage industry with market share of 9.2%. Of total originations in 2019, $39 billion, or 27%, were to clients purchasing a home. This would make us the fourth largest retail originator based on purchase volume alone. We will continue to invest significantly in our brand, technical capabilities and our award-winning client experience, which we expect will support a considerable increase in our market share of the mortgage origination and servicing industry. Our superior client experience is evidenced by our net promoter score (NPS) score of 74, a measure of consumer satisfaction, as compared to the average NPS of 16 for the mortgage origination industry according to J.D. Power.

Market Demographics Will Drive Growth

        As consumers increasingly gravitate towards a digital experience, we believe Rocket Mortgage can uniquely address their needs. In particular, we stand ready for an expected increase in Millennial homeownership rates, which at approximately 32% significantly lags the rates of Generation X and Baby Boomers. Homeownership remains a top priority among approximately 70% of Millennials and their homeownership rate should trend higher as they continue to build wealth. These consumers increasingly demand a fully digital experience.

RocketMortgage.com Site Visits (in millions)

Our Partner Network Should Generate Significant Growth

        We expect our partner network to support further growth. We have aligned our brand with other high-quality consumer-focused organizations, which we believe will provide us with a differentiated

efficient client acquisition channel that our competitors cannot easily replicate. We have formed relationships with influencers who utilize our platform with their clients, such as                  , and marketing partners who refer their clients directly to us, such as                  ,                   , and                  . We have a robust pipeline of potential partners that we are working to onboard in 2020 and beyond. Our technology is designed to be easily adaptable, which allows us to seamlessly onboard partners and begin originations in a short time period.

Our Ecosystem Creates Substantial Growth Opportunities

        Our ecosystem is a series of connected businesses centered on delivering better solutions to our clients through our technology and scale. The total addressable market for our ecosystem of businesses, including markets for mortgage originations in U.S. and Canada, personal loans, home sales, used auto sales, and real estate advertising amounts to approximately $5.5 trillion.

        We actively created a number of businesses in markets where we believe our core strengths will drive success, including:

•

Amrock: Amrock is a leading provider of title insurance services, property valuation and settlement services, Amrock uses proprietary technology that integrates seamlessly with the Rocket Mortgage technology and processes. This provides a digital, seamless experience for our clients with speed and efficiency from their first interaction with Rocket Mortgage through closing. Amrock facilitated over 444,000 settlement transactions in 2019.



•

Rocket Homes: Through its online home search platform and real estate agent referral network, we provide ancillary services around the real estate point of sale. According to the Consumer Federation of America, the real estate point of sale market has approximately $100 billion of annual sales in the United States.



•

Core Digital Media: Core Digital Media is a top digital social and display advertiser in the mortgage, insurance and education sectors, Core Digital Media generated approximately six million client leads for mortgage and other industries in 2019. This business enables growth for our broader ecosystem offering unique insight into the market that allows us to introduce innovative marketing programs designed to increase the conversion rates for online leads. We also leverage Core Digital Media's capabilities in cross-marketing our products and services to clients across our ecosystem.



•

Rocket Loans: We launched our personal unsecured loan origination business in 2016 and focus on clients with prime credit scores. According to TransUnion Industry Insights Report, the personal unsecured lending market in the United States has approximately $162 billion of outstanding balances, which have grown at a 16% compound annual growth rate ("CAGR") since 2016.

•

Rocket Auto: The sales capabilities in our Rock Connections business has fueled our early success in auto sales, with Rocket Auto facilitating nearly 20,000 used car sales in 2019. According to Edmunds, the consumer auto sales market in the United States had approximately 40.8 million used auto sales units in 2019.



•

Lendesk: Our first investment into the Canadian mortgage market, Lendesk is a startup that offers a suite of products to digitize and simplify the Canadian mortgage experience.



•

Edison Financial: Our second investment into the Canadian mortgage market, Edison is a digital mortgage firm that will use Lendesk's Spotlight as its lender submission platform. We believe our success in the United States can be leveraged in the Canadian mortgage market, a market of approximately $761 billion CAD of annual mortgage originations.

        Each of these businesses benefits from its relationship with Rocket Mortgage and in many cases Rocket Mortgage also benefits from these relationships. For example, our experience has shown that a relationship with a Rocket Homes' partner agent significantly increases the likelihood that we will close a Rocket Mortgage loan. Similarly, we have found that a significant number of personal loan leads from Rocket Loans have turned into mortgage refinance transactions once we are able to spend time with the clients to understand their needs better.

RECENT DEVELOPMENTS

Business Update in Response to COVID-19 Pandemic

        We are closely monitoring the public health response and economic impacts of COVID-19. There is significant uncertainty related to the economic outcomes from this global pandemic, including the response of the federal, state and local governments as well as regulators such as the Federal Housing Finance Agency (FHFA).

        Despite this, we believe we are well positioned to continue serving our clients in the same award-winning manner as in the past based on our recent success in transitioning to a remote work environment and our strong balance sheet that can provide liquidity for continued growth amid the significant volatility. This is demonstrated by our record mortgage origination volumes in March, April, May and June 2020. Additionally, we have taken proactive measures to protect our team members, ensure the continuity of business operations and maintain our strong liquidity position.

Team Member Safety

        We are focused on the safety and wellness of our team members. In March, we moved to a remote work environment for over 98% of our team members. Many of our team members have had the ability to work from home for years, making a shift like this an easier transition than it would have been otherwise. For essential team members coming into the office, we have imposed additional restrictions for their protection including prohibiting visitors' access to our offices, increasing cleaning, providing protective masks and testing. Our senior leadership team participates in a daily call to plan and execute response activity as well as receive health and economic updates, discuss business operations, and team member wellness. We also have a dedicated group focused on monitoring conditions and making recommendations to senior leadership on necessary changes.

Business Operations and Liquidity

        While the financial markets have demonstrated significant volatility due to the economic impacts of COVID-19, interest rates have fallen to historic lows resulting in increased mortgage refinance originations and favorable margins. Our automated, scalable platform and processes enable us to respond quickly to the increased market demand. However, the extent and severity of economic

impacts due to COVID-19 are not yet known and, as a result of these factors being outside our control, our origination volumes may decrease in the future.

        Beginning in the first quarter of 2020, and despite this uncertainty, we have seen substantial growth in our business and we have undertaken key steps to position our platform for continued success and as a result of these actions realized several substantial achievements.

•

Materially increased our cash position



•

Negotiated $3.75 billion of increases in loan funding capacity with our current lending partners



•

Achieved record Adjusted EBITDA.



•

Reduced turn times on originations to record lows



•

Stepped up verification of key metrics such as employment and income to ensure the highest quality underwriting standards are maintained.

        In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES" Act) was signed providing clients with GSE and government agency backed mortgages the ability to request a forbearance plan. As of June 30, 2020, we had approximately 98,000 clients on forbearance plans, which represents approximately 5.1% of our total serviced client loans.

        As a servicer, we are required to advance principal and interest to the investor for up to four months on GSE backed mortgages and longer on other government agency backed mortgages on behalf of clients who have entered a forbearance plan. We are able to utilize funds from prepayments and mortgage pay-offs from other clients to fund these principal and interest advances prior to remitting those funds to the agencies. To date, we have been able to fund all required principal and interest advances with these pay-off funds and have not had to use any corporate cash or draw on any facilities in order to fulfill principal and interest advances related to forbearances.

        While these advance requirements may be significant at higher levels of forbearance, we believe we are very well-positioned in terms of our liquidity. As of May 31, 2020, we had $2.6 billion of cash and cash equivalents and $1.22 billion in undrawn lines of credit. We are in ongoing discussions with our lending partners around additional advance financing and will continue evaluating the capital markets as well, which would further supplement our liquidity should the need arise. Although the forbearance activity noted above has not yet had a material impact on our cash flows, we expect servicing advances to grow over time and believe they could become material. Actual servicing advances will be driven by the number of clients entering into forbearance plans, the amount of time clients spend in the forbearance plans (most have the ability to extend forbearance plans for up to one year), and the level of successful resolution of forborne amounts at the end of forbearance periods all of which will be impacted by the pace at which the economy recovers from the COVID-19 pandemic.

        Protecting our cash position and maintaining sufficient liquidity is a top priority. We maintain diversified liquidity sources to allow us to fund our loan origination business, manage our day-to-day operations and protect us against foreseeable market risks. To support our increased origination volumes in 2020, year to date through June 2020, we negotiated increases totaling $3.75 billion from seven different counterparties for our loan funding facilities, of which $2.75 billion are temporary. Additionally, we added a new counterparty with an aggregate line amount of $0.4 billion. Our subsidiary Quicken Loans entered into a commitment letter in June 2020 with JPMorgan Chase Bank, N.A. ("JPM") and Morgan Stanley Senior Funding, Inc. ("MSSF") where JPM and MSSF will arrange and syndicate a senior unsecured revolving credit facility in an aggregate amount of up to $1.0 billion, with a tenor of 3 years from the closing date of this facility. To date, Quicken Loans and the arrangers have received commitments from lenders, subject to customary closing conditions, of up to $950 million. Further, Quicken Loans has finalized separate terms sheets for two new

mortgage loan repurchase facilities for aggregate mortgage loan origination capacity of $2.0 billion. Subject to the negotiation and execution of definitive agreements, we expect these two facilities to be available in the third quarter of 2020. There is no assurance that we will be able to successfully negotiate and execute the definitive documentation for such facilities. We continue to pursue additional loan funding capacity to fund our origination volumes as needed.

        While we appreciate that we are facing an unprecedented set of circumstances today, we believe that we have taken the necessary steps to position the Company for success in both the near term and into the future. We are extremely proud of our team members and what they have been able to achieve amidst this challenging environment. We look forward to continuing to serve our clients and helping them through these unprecedented times.

Preliminary Estimated Financials Results as of and for the Three Months and the Six Months Ended June 30, 2020

        Our financial results for the three months and six months ended June 30, 2020 are not yet complete and will not be available until after the completion of this offering. Accordingly, we are presenting certain preliminary estimated unaudited financial results as of and for the three months and six months ended June 30, 2020. The unaudited estimated financial results set forth below are preliminary and subject to revision based upon the completion of our quarter-end financial closing processes as well as the related external review of the results of operations for the three months and the six months ended June 30, 2020. Our estimated financial results are forward-looking statements based solely on information available to us as of the date of this prospectus. As a result, our actual results for the three months and the six months ended June 30, 2020 may differ materially from the preliminary estimated financial results set forth below upon the completion of our financial closing procedures, final adjustments, and other developments that may arise prior to the time our financial results are finalized. You should not place undue reliance on these estimates. The information presented herein should not be considered a substitute for the financial information to be filed with the SEC in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 once it becomes available. For additional information, see "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors."

        We had $72.3 billion in originations for the second quarter of 2020, an increase of approximately 40% from originations of $51.7 billion in the first quarter of 2020. Additionally, during the second quarter of 2020 we had $92.0 billion of net rate lock volume, an increase of approximately 64% from net rate lock volume of $56.1 billion in the first quarter of 2020.

        For the second quarter of 2020, based on preliminary results, we estimate that our total revenue, net was between $4.930 and $5.130 billion and net income was between $3.350 billion and $3.550 billion, the midpoint of these ranges representing an approximately $3.660 billion and $3.350 billion increase from the prior quarter, respectively. Over the same time period, Adjusted Revenue was between $5.195 billion and $5.415 billion, Adjusted Net Income was between $2.760 billion and $2.925 billion, and Adjusted EBITDA was between $3.710 billion and $3.945 billion.

        Our preliminary estimated results contained in this prospectus have been prepared in good faith by, and are the responsibility of, management based upon our internal reporting for the three months and the six months ended June 30, 2020. Ernst & Young LLP has not audited, reviewed, compiled or performed any procedures with respect to the following preliminary financial results. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.

        We have presented the following preliminary estimated results as of and for the three months and the six months ended June 30, 2020:

REORGANIZATION TRANSACTIONS

        Prior to the commencement of the reorganization transactions described below and this offering, all of the outstanding equity interests of Quicken Loans, as well as all or a majority of the outstanding equity interests in our other operating subsidiaries, that historically have operated our businesses, were directly or indirectly owned by RHI.

        Prior to the completion of this offering, we will consummate an internal reorganization, which we refer to as the "reorganization transactions." In connection with the reorganization transactions, the following steps have or will occur:

•

the Issuer was incorporated in Delaware on February 26, 2020, as a wholly-owned subsidiary of RHI;



•

Holdings was formed in Michigan on March 6, 2020, as a wholly-owned subsidiary of RHI;



•

Quicken Loans Inc. converted to a Michigan limited liability company on April 15, 2020;



•

the Combined Businesses will make a cash distribution to RHI in an aggregate amount of $             million (the "Special Distribution");



•

in July 2020, RHI will contribute to Holdings (a) Quicken Loans, LLC and (b) the interests it holds in certain of the other Combined Businesses.



•

in July 2020, Dan Gilbert, our founder and Chairman, will contribute $20.0 million to Holdings and become a member of Holdings;



•

prior to the completion of this offering, RHI will contribute to Holdings the interests it holds in the remaining Combined Businesses. As a result, Holdings will become the direct holder of the interests of Quicken Loans and of all the Combined Businesses, which are RHI's direct

and indirect subsidiaries through which it conducts the following businesses and activities: (i) our title insurance services, property valuations and settlement services business, (ii) our real estate agent network, (iii) our home search website, (iv) our client care center, (v) our auto sales business, (vi) our personal loan business, (vii) our support services provider, (viii) our loan securitization business, (ix) our Canadian mortgage business and (x) our Canadian technology service provider;

•

prior to the completion of this offering, the Issuer will become the sole managing member of Holdings;



•

prior to the completion of this offering, we will amend the operating agreement of Holdings and provide that, among other things, all of the existing equity interests in Holdings will be reclassified into Holdings' non-voting common interest units, which we refer to as "Holdings Units." Holdings will issue                  Holdings Units to RHI and             Holdings Units to Dan Gilbert (assuming, in each case, an initial public offering price of $             per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus));



•

prior to the completion of this offering, we will amend and restate our certificate of incorporation and we will be authorized to issue four classes of common stock: Class A common stock, Class B common stock, Class C common stock and Class D common stock, which we refer to collectively as our "common stock." The Class A common stock and Class C common stock will each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock will each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock will not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. These attributes are summarized in the following table:

Our certificate of incorporation provides that, at any time when the aggregate voting power of the outstanding common stock or preferred stock beneficially owned by RHI or any entity disregarded as separate from RHI for U.S. federal income tax purposes (the "RHI Securities") would be equal to or greater than 79% of the total voting power of our outstanding stock, the number of votes per share of each RHI Security shall be reduced such that the aggregate voting power of all of the RHI Securities is equal to 79%.

Shares of our common stock will generally vote together as a single class on all matters submitted to a vote of our stockholders. There will be no shares of Class B common stock and no shares of Class C common stock outstanding after the completion of this offering;

•

prior to the completion of this offering, we will issue RHI and Dan Gilbert a number of shares of our Class D common stock in exchange for a payment by RHI and Dan Gilbert, as applicable, of the aggregate par value of the Class D common stock received equal to the number of Holdings Units held by RHI and Dan Gilbert, as applicable;



•

prior to the completion of this offering, each of RHI and Dan Gilbert will be granted the right to exchange its Holdings Units, together with a corresponding number of shares of our Class D

common stock or Class C common stock, for, at our option, (i) shares of our Class B common stock or Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale); and

•

prior to the completion of this offering, we will enter into an acquisition agreement with RHI and its direct subsidiary Amrock Holdings Inc. pursuant to which we will acquire Amrock Title Insurance Company ("ATI"), an entity through which RHI conducts its title insurance underwriting business, for total aggregate consideration of $14.4 million that will consist of             Holdings Units and shares of Class D common stock of RHI valued at the price to the public in this offering (             Holdings Units, (assuming an initial public offering price of $             per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus)) (such acquisition, the "ATI acquisition"). ATI's net income for the year ended December 31, 2019 was $4.7 million. The consummation of this acquisition is subject to customary closing conditions, including the receipt of regulatory approvals. We expect the ATI acquisition will close in the fourth quarter of 2020.

For more information, see "Organizational Structure."

        After the completion of this offering, based on an assumed initial public offering price of $             per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), we intend to use the entire aggregate amount of $              million of the net proceeds from this offering (or $              million if the underwriters exercise their option to purchase additional shares in full) to acquire a number of Holdings Units and shares of Class D common stock from RHI equal to the amount of such net proceeds divided by the price paid by the underwriters for shares of our Class A common stock in this offering (             Holdings Units or, if the underwriters exercise their option to purchase additional shares in full,             Holdings Units). We do not intend to use any proceeds from this offering to acquire any Holdings Units and shares of Class D common stock from Dan Gilbert.

        We estimate that the offering expenses (other than the underwriting discounts) will be approximately $              million. All of such offering expenses will be paid for or otherwise borne by Holdings. For more information, see "Use of Proceeds."

        The following diagram depicts our organizational structure following the reorganization transactions, this offering and the application of the net proceeds from this offering (assuming an initial public offering price of $             per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and no exercise of the underwriters' option to

purchase additional shares). This chart is provided for illustrative purposes only and does not purport to represent all legal entities within our organizational structure:

(1)

Includes the Combined Businesses other than Quicken Loans, which are our direct and indirect subsidiaries through which we will conduct the following businesses and activities: (i) our title insurance services, property valuations and settlement services business, (ii) our real estate agent network, (iii) our home search website, (iv) our client care center, (v) our auto sales business, (vi) our personal loan business, (vii) our support services provider, (viii) our loan securitization business, (ix) our Canadian mortgage business and (x) our Canadian technology service provider. After the ATI acquisition closes, which we expect to happen in the fourth quarter of 2020, ATI will become one of our subsidiaries through which we will conduct title insurance underwriting business.

        In connection with the reorganization transactions, we will be appointed as the sole managing member of Holdings pursuant to the operating agreement of Holdings. Because we will manage and operate the business and control the strategic decisions and day-to-day operations of Holdings and will also have a substantial financial interest in Holdings, we will consolidate the financial results of Holdings, and a portion of our net income (loss) will be allocated to the non-controlling interest to reflect the entitlement of RHI and of Dan Gilbert to a portion of Holdings' net income (loss). In addition, because the Combined Businesses will be under the common control of RHI before and after the reorganization transactions, we will account for the reorganization transactions as a reorganization of entities under common control and will initially measure the interests of RHI in the assets and liabilities of Holdings at their carrying amounts as of the date of the completion of the reorganization transactions.

        Upon the completion of this offering and the application of the net proceeds from this offering, assuming no exercise of the underwriters' option to purchase additional shares (based on an assumed initial public offering price of $         per share (the midpoint of the estimated public offering

price range set forth on the cover page of this prospectus)), we will hold approximately         % of the outstanding Holdings Units, RHI will hold approximately         % of the outstanding Holdings Units and approximately 79% of the combined voting power of our outstanding common stock, Dan Gilbert will hold approximately         % of the outstanding Holdings Units and approximately         % of the combined voting power of our outstanding common stock and the investors in this offering will hold approximately         % of the combined voting power of our outstanding common stock. See "Organizational Structure," "Certain Relationships and Related Party Transactions" and "Description of Capital Stock" for more information on the rights associated with our capital stock and the Holdings Units.

        The purchase of Holdings Units (along with corresponding shares of our Class D common stock) from RHI using the net proceeds from this offering, future exchanges by RHI or Dan Gilbert (or its transferees or other assignees) of Holdings Units and corresponding shares of Class D common stock or Class C common stock for shares of our Class B common stock or Class A common stock, and future purchases of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) from RHI or Dan Gilbert (or its transferees or other assignees) are expected to produce favorable tax attributes for us. These tax attributes would not be available to us in the absence of those transactions. In connection with the reorganization transactions, we will enter into a tax receivable agreement with RHI and Dan Gilbert that will obligate us to make payments to RHI and Dan Gilbert generally equal to 90% of the applicable cash savings that we actually realize as a result of these tax attributes and tax attributes resulting from payments made under the tax receivable agreement. We will retain the benefit of the remaining 10% of these tax savings. There is a possibility that under certain circumstances not all of the 90% of the applicable cash savings will be paid to the selling or exchanging holder of Holdings Units at the time described above. If we determine that such circumstances apply and all or a portion of such applicable tax savings is in doubt, we will pay to the holders of such Holdings Units the amount attributable to the portion of the applicable tax savings that we determine is not in doubt and pay the remainder at such time as we reasonably determine the actual tax savings or that the amount is no longer in doubt. See "Organizational Structure—Holding Company Structure and Tax Receivable Agreement" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

RISK FACTORS

        Participating in this offering involves substantial risk. Our ability to execute our strategy also is subject to certain risks. The risks described under the heading "Risk Factors" immediately following this summary may cause us not to realize the full benefits of our competitive strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges and risks we face include the following:

•

technology disruptions or failures, including a failure in our operational or security systems or infrastructure;



•

cyberattacks and other data and security breaches;



•

our dependence on macroeconomic and U.S. residential real estate market conditions;



•

changes in interest rates and U.S. monetary policies that affect interest rates;



•

our reliance on our loan funding facilities to fund mortgage loans and otherwise operate our business;



•

our ability to sell loans in the secondary market to a limited number of investors and to the government sponsored enterprises ("GSEs") (Fannie Mae and Freddie Mac), and to securitize our loans into mortgage-backed securities ("MBS") through the GSEs and Ginnie Mae;

•

our ability to comply with complex and continuously changing laws and regulations applicable to our business, and to avoid potentially severe sanctions for non-compliance;



•

disruptions in the secondary home loan market, including the MBS market;



•

changes in the GSEs, U.S. Federal Housing Authority, U.S. Department of Agriculture ("USDA") and U.S. Department of Veteran's Affairs ("VA") guidelines or GSE and Ginnie Mae guarantees;



•

our ability to maintain or grow our servicing business;



•

intense competition in the markets we serve; and



•

failure to accurately predict the demand or growth of new financial products and services that we are developing.

OUR PRINCIPAL EQUITYHOLDER

        Following the completion of the reorganization transactions and this offering, RHI will control approximately 79% of the combined voting power of our outstanding common stock. As a result, RHI will control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets. Because RHI will control more than 50% of the combined voting power of our outstanding common stock, we will be a "controlled company" under the corporate governance rules for Exchange-listed companies. Therefore we will be permitted to, and we intend to, elect not to comply with certain corporate governance requirements of the Exchange. For more information on the implications of this distinction, see "Risk Factors—Risks Related to this Offering and our Class A Common Stock," "Management—Controlled Company," and "Principal Stockholders."

        In addition to being our principal stockholder, RHI is the majority stockholder of several other businesses, including a technology services provider (Detroit Labs) and the preeminent online dictionary (Dictionary.com). For more information on RHI, see "Certain Relationships and Related Party Transactions."

        Dan Gilbert, our founder and Chairman, is the majority stockholder of RHI and serves as the chairman of RHI's board of directors. Dan is passionate about building great American cities and has invested billions of dollars into properties and community programming in Detroit and Cleveland. Dan is also the majority shareholder of the Cleveland Cavaliers of the National Basketball Association, the majority shareholder and founder of the real estate investment firm Bedrock and the controlling shareholder and founder of the unicorn online startup StockX. For more information on Dan, see "Management."

CORPORATE INFORMATION

        We were incorporated under the laws of the state of Delaware, on February 26, 2020. Our principal executive offices are located at 1050 Woodward Avenue, Detroit, MI 48226. Our telephone number is (313) 373-7990. Our website is located at ir.rocketcompanies.com. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on our website or any such information in making your decision whether to purchase shares of our Class A common stock.

THE OFFERING

        Unless we indicate otherwise, the number of shares of our Class A common stock outstanding after this offering excludes:

•

                    shares issuable pursuant to equity-based awards with respect to an aggregate amount of                     shares of Class A common stock we expect to issue in connection with this offering under the Rocket Companies, Inc. 2020 Management Incentive Plan (the "2020 Management Incentive Plan"). For more information on the 2020 Management Incentive Plan, see "Executive Compensation;"



•

additional shares issuable pursuant to equity-based awards with respect to an aggregate amount of             shares of Class A common stock, that we expect to remain available for issuance under the 2020 Management Incentive Plan following the completion of this offering. For more information on the 2020 Management Incentive Plan, see "Executive Compensation;" and

•

             shares of our Class A common stock reserved for issuance upon the exchange of Holdings Units (together with the corresponding shares of our Class D common stock) into shares of Class B common stock and the conversion of our Class B common stock into Class A common stock.

        Unless we indicate otherwise, all information in this prospectus assumes (i) that the underwriters do not exercise their option to purchase up to                           additional shares from us and (ii) an initial public offering price of $             per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus).

SUMMARY HISTORICAL AND PRO FORMA CONDENSED COMBINED
FINANCIAL AND OTHER DATA

        The following tables set forth our summary historical and pro forma condensed combined financial and other data for the periods presented. We were formed as a Delaware corporation on February 26, 2020 and have not, to date, conducted any activities other than those incidental to our formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part.

        The condensed combined statements of income for the years ended December 31, 2019, 2018 and 2017 and the combined balance sheet data as of December 31, 2019 and 2018 have been derived from the audited combined financial statements of the Combined Businesses included elsewhere in this prospectus. The condensed combined statements of income for the three months ended March 31, 2020 and 2019 and the combined balance sheet data as of March 31, 2020 and 2019 have been derived from unaudited condensed combined financial statements of the Combined Businesses also included elsewhere in this prospectus and which, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods.

        The unaudited pro forma condensed combined statement of income for the three months ended March 31, 2020 and the year ended December 31, 2019 gives effect to (i) the reorganization transactions described under "Organizational Structure," (ii) the creation or acquisition of certain tax assets in connection with this offering and the reorganization transactions and the creation of related liabilities in connection with entering into the tax receivable agreement with RHI and Dan Gilbert and (iii) this offering and the application of the net proceeds from this offering, as if each had occurred on January 1, 2019. The unaudited pro forma condensed combined balance sheet as of March 31, 2020 gives effect to the three above items as if each had occurred on March 31, 2020. See "Unaudited Pro Forma Condensed Combined Financial Information."

        The summary historical and pro forma condensed combined financial and other data presented below do not purport to be indicative of the results that can be expected for any future period and should be read together with "Capitalization," "Unaudited Pro Forma Condensed Combined Financial Information," "Selected Historical Combined Financial and Other Data," "Management's

Discussion and Analysis of Financial Condition and Results of Operations" and the combined financial statements and related notes thereto included elsewhere in this prospectus.