# Rocket Companies, Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Rocket Companies, Inc.](/companies/rkt.md) (CIK 1805284)
- Form: 10-Q
- Filed: 2026-05-12
- Accepted by EDGAR: May 11, 2026, 17:39 ET
- Period: 2026-03-31
- Accession: 0001628280-26-033694
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1805284/000162828026033694/rkt-20260331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1805284/000162828026033694/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $2.94bn | us-gaap:RevenuesNetOfInterestExpense |
| Interest expense | 3 months, 2026-01-01 to 2026-03-31 | $349.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | $103.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | $297.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | $0.10 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | $0.11 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 2,846,974,742 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | $1.86bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $43.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-03-31 | $2.69bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2026-03-31 | $59.44bn | us-gaap:Assets |
| Total liabilities | at 2026-03-31 | $36.21bn | us-gaap:Liabilities |
| Long-term debt | at 2026-03-31 | $10.43bn | us-gaap:LongTermDebt |
| Shareholders' equity | at 2026-03-31 | $23.23bn | us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |

## Management's discussion and analysis

As filed, 54,629 characters.

*The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited Condensed Consolidated Financial Statements and the related notes and other information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC. This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Special Note Regarding Forward-Looking Statements,” and in Part I. Item 1A. “Risk Factors” in our Form 10-K and elsewhere in this Form 10-Q.*

### Special Note Regarding Forward-Looking Statements

This Form 10-Q contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this Form 10-Q, our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. As you read this Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in this Form 10-Q. Although we believe that these forward-looking statements are based upon reasonable assumptions, you should be aware that many factors, including those described under the heading “Risk Factors” in this Form 10-Q, could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.

Our forward-looking statements made herein are made only as of the date of this Form 10-Q. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Form 10-Q.

### Objective

The following discussion provides an analysis of the Company's financial condition, cash flows and results of operations from management's perspective and should be read in conjunction with the consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Our objective is to provide a discussion of events and uncertainties known to management that are reasonably likely to cause the reported financial information not to be indicative of future operating results or of future financial condition and to also offer information that provides an understanding of our financial condition, cash flows and results of operations.

### Executive Summary

We are a Detroit‑based homeownership platform including mortgage, real estate and personal finance businesses. We are committed to delivering industry-best client experiences through our AI-powered, vertically integrated homeownership platform. Our full suite of products empowers our clients across financial wellness, personal loans, home search, mortgage finance, title and closing. We believe our widely recognized “Rocket” brand is synonymous with simple, fast and trusted digital experiences.

### Recent Developments

### Business Trends

In the first quarter of 2026, inflation remained near 3%, above the Federal Reserve’s 2% target, and the Federal Reserve held the federal funds rate steady at 3.50% to 3.75% in its January and March meetings. In March, conflict in the Middle East disrupted the global energy supply, leading to higher oil prices and raising concerns over further inflation, which caused market expectations for future rate cuts to diminish.

During the quarter, in this backdrop, the 30-year fixed-rate mortgage rate was volatile—starting at 6.15% at the beginning of January, declining to 5.98% in late February, and rising to 6.38% by the end of March. While January and February saw heightened mortgage activity, by March the sharp increase in the 30-year fixed-rate mortgage rate renewed pressure on affordability and home purchase demand across the housing market, contributing to softer housing activity.

### Acquisitions and Up-C Collapse

On June 30, 2025, we completed the Up-C Collapse to simplify our organizational and capital structure. On July 1, 2025, we completed our all-stock acquisition of Redfin. On October 1, 2025, we completed our all-stock acquisition of Mr. Cooper. Integration continues to proceed as expected. Refer to *Note 1, Business, Basis of Presentation and Significant Accounting Policies* and *Note 2, Acquisitions* to our Condensed Consolidated Financial Statements included in this Form 10-Q.

### Three months ended March 31, 2026 summary

We originated $44.7 billion in residential mortgage loans, an increase of $23.1 billion, compared to $21.6 billion in 2025. Our Net income for the period was $297 million, an increase of $509 million, compared to a Net loss of $212 million in 2025. We generated Adjusted EBITDA of $738 million, an increase of $569 million, compared to $169 million in 2025. For more information on Adjusted EBITDA, please see “Non-GAAP Financial Measures” below.

### Non-GAAP Financial Measures ($ In Millions, Except Per Share Amounts)

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

We define “Adjusted revenue” as Total revenue, net of the Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges). We define “Adjusted net income” as Tax-effected Net income (loss) before Share-based compensation expense, the Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges), Acquisition-related expenses, Amortization of acquired intangible assets, Other adjustments and Tax impact of adjustments as applicable. We define “Adjusted diluted earnings per share” as Adjusted net income divided by the Adjusted diluted weighted average shares outstanding which includes Diluted weighted average Participating Common Stock outstanding and the Assumed pro forma conversion of Class D shares for the applicable period presented. We define “Adjusted EBITDA” as Net income (loss) before Bond interest expense, (Provision for) benefit from income taxes, Depreciation and amortization, Share-based compensation expense, Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges), Acquisition-related expenses, Amortization of acquired intangible assets and Other.

We exclude from each of our non-GAAP financial measures the Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges), as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in market interest rates and assumptions, including OAS and prepayment speeds, which are not indicative of our performance or results of operation. We also exclude gains or losses on sales of MSRs during the period and effects of contractual prepayment protection associated with sales of MSRs. Further, we exclude the amortization of intangible assets recognized from the Acquisitions from Adjusted net income and Adjusted EBITDA. The intangible assets related to the Acquisitions were recorded as part of purchase accounting and the related amortization recorded over their useful lives represents a fixed non-cash expense that is not indicative of our ongoing performance or results of operations. Adjusted EBITDA includes interest expense on secured financing which is recorded as a component of Interest expense, as these expenses are a direct cost driven by loan origination volume. By contrast, Bond interest expense is a function of our capital structure and is therefore excluded from Adjusted EBITDA.

### Adjustment to Income taxes

In determining our non-GAAP provision for income taxes, which can differ significantly from our GAAP provision for income taxes, we apply a long-term projected non-GAAP tax rate that excludes certain significant, non-recurring and period-specific income tax effects, such as changes in judgment or estimates of tax matters related to prior years, changes in the valuation allowance related to deferred tax assets, changes in tax laws, and changes to our business structure including impacts from business combinations. The application of a long-term non-GAAP tax rate helps us assess the core profitability of our business operations and compare to our historical operating results. In arriving at the long-term non-GAAP tax rate used in fiscal year 2026, we evaluated our structure after the Up-C Collapse in 2025 and projections and currently available information for fiscal year 2026 through 2028. In projecting this long-term non-GAAP tax rate, we utilized a three-year financial projection that excludes the direct and indirect income tax effects of the other non-GAAP adjustments reflected above including tax impacts related to nondeductible executive equity compensation. Additionally, we considered our current operating structure and other factors such as our existing and potential tax positions in various jurisdictions and key legislation in major jurisdictions where we operate. The projected long-term non-GAAP tax rate could be subject to change for several reasons, including significant changes in our geographic earnings mix or in application of tax laws in major jurisdictions in which we operate. As such, we periodically re-evaluate the appropriateness of the long-term non-GAAP tax rate and may adjust for significant changes.

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

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

Limitations to our non-GAAP financial measures included, but are not limited to:

(a) they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;

(b) Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;

(c) although Depreciation and amortization are non-cash expenses, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted revenue, Adjusted net income and Adjusted EBITDA do not reflect any cash requirement for such replacements or improvements; and

(d) they are not adjusted for all non-cash income or expense items that are reflected in our Condensed Consolidated Statements of Cash Flows.

We compensate for these limitations by using our non-GAAP financial measures along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. See below for reconciliation of our non-GAAP financial measures to their most comparable U.S. GAAP measures. Additionally, our U.S. GAAP-based measures can be found in the Condensed Consolidated Financial Statements and related notes included elsewhere in this Form 10-Q.

### Reconciliation of Adjusted revenue to Total revenue, net

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Total revenue, net | **$2,941** | $1,101 |
| Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges) (1) | **(119)** | 259 |
| Adjusted revenue | **$2,822** | $1,360 |

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

### Reconciliation of Adjusted net income to Net income (loss) attributable to Rocket Companies

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Net income (loss) attributable to Rocket Companies | **$297** | $(10) |
| Net loss impact from pro forma conversion of Class D common shares to Class A common shares (1) | **—** | (202) |
| Adjustment to the (Provision for) benefit from income taxes (2) | **1** | 43 |
| Tax-effected net income (loss) (2) | **$298** | $(169) |
| Share-based compensation expense | **88** | 40 |
| Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges) (3) | **(119)** | 259 |
| Acquisition-related expenses (4) | **79** | 28 |
| Amortization of acquired intangible assets (5) | **113** | — |
| Other adjustments (6) | **5** | 1 |
| Tax impact of adjustments (7) | **(42)** | (79) |
| Adjusted net income | **$422** | $80 |

(1) Reflects net income (loss) to Class A common shares from pro forma exchange and conversion of corresponding shares of our Class D common shares held by non-controlling interest holders during the periods ended March 31, 2025. Class D common shares were surrendered and retired on June 30, 2025, the date the Up-C Collapse was effectuated.

(2) Refer to Adjustment for Income taxes paragraph above for discussion on the adjustment to income taxes.

Rocket Companies is subject to U.S. Federal income taxes, in addition to state, local and foreign taxes with respect to its allocable share of any net taxable income or loss of Holdings LP. The Adjustment to the (Provision for) benefit from income taxes reflects the difference between (a) the income tax computed using the effective tax rates below applied to the Adjusted income (loss) before income taxes based upon Rocket Companies, Inc. owning 100% of the non-voting common interest units of Holdings LP for all three months presented and (b) the (Provision for) benefit from income taxes for the periods presented.

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Net income (loss) attributable to Rocket Companies | **$297** | $(10) |
| Net loss impact from pro forma conversion of Class D common shares to Class A common shares | **—** | (202) |
| (Provision for) benefit from income taxes | **(103)** | 11 |
| Adjusted income (loss) before income taxes | **$400** | $(223) |
| Effective income tax rate for adjusted net income (loss) | **25.60%** | 24.32% |
| Adjusted (Provision for) benefit from income taxes | **$(102)** | $54 |
| (Provision for) benefit from income taxes | **(103)** | 11 |
| Adjustment to the (Provision for) benefit from income taxes | **$1** | $43 |

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Statutory U.S. Federal Income Tax Rate | **21.00%** | 21.00% |
| Foreign taxes | **0.01** | 0.01 |
| State and local income taxes (net of federal benefit) | **4.59** | 3.31 |
| Effective income tax rate for Adjusted net income | **25.60%** | 24.32% |

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

(4) Primarily consists of transaction costs associated with the Acquisitions and Up-C Collapse, such as professional service fees (including integration costs), and severance expense.

(5) Reflects amortization of intangible assets related to the Acquisitions.

(6) Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from the historical purchases of Holdings Units, net of payment obligations under the TRA and change in equity investments.

(7) Tax impact of adjustments gives effect to the income tax related to Share-based compensation expense, Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges), Acquisition-related expenses, Amortization of acquired intangible assets and Other adjustments, at the effective tax rates for each period.

### Reconciliation of Adjusted diluted weighted average shares outstanding to Diluted weighted average Participating Common Stock outstanding

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Diluted weighted average Participating Common Stock outstanding | **2,846,974,742** | 2,001,936,379 |
| Assumed pro forma conversion of Class D shares (1) | **—** | — |
| Adjusted diluted weighted average shares outstanding | **2,846,974,742** | 2,001,936,379 |
| Adjusted net income | **$422** | $80 |
| Adjusted diluted earnings per share | **$0.15** | $0.04 |

(1) Reflects the pro forma exchange and conversion of anti-dilutive Class D common shares to Class A common shares. For the three months ended March 31, 2025, Class D common shares were dilutive and are included in the Diluted weighted average Participating Common Stock outstanding in the table above. Class D common shares were surrendered and retired on June 30, 2025, the date the Up-C Collapse was effectuated.

### Reconciliation of Adjusted EBITDA to Net income (loss)

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Net income (loss) | **$297** | $(212) |
| Bond interest expense (1) | **139** | 38 |
| Provision for (benefit from) income taxes | **103** | (11) |
| Depreciation and amortization (2) | **33** | 27 |
| Share-based compensation expense | **88** | 40 |
| Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges) (3) | **(119)** | 259 |
| Acquisition-related expenses (4) | **79** | 28 |
| Amortization of acquired intangible assets (5) | **113** | — |
| Other adjustments(6) | **5** | — |
| Adjusted EBITDA | **$738** | $169 |

(1) Bond interest expense reflects interest incurred on the Company's Senior Notes, recognized within Interest expense on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

(2) The three months ended March 31, 2026 exclude the impact of amortization of acquired intangible assets.

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

(4) Primarily consists of transaction costs associated with the Acquisitions and Up-C Collapse, such as professional service fees (including integration costs), and severance expense.

(5) Reflects amortization of intangible assets related to the Acquisitions.

(6) Reflects change in equity investments.

### Key Performance Indicators

We monitor a number of key performance indicators to evaluate the performance of our business operations. Our loan production key performance indicators enable us to monitor our ability to generate gain on sale revenue as well as understand how our performance compares to the total mortgage origination market. Our servicing portfolio key performance indicators enable us to monitor the overall size of our servicing portfolio of business, the related value of our mortgage servicing rights, and the health of the business as measured by the average MSR delinquency rate. Other key performance indicators for Other Rocket Companies subsidiaries, not including mortgage loan production or servicing, allow us to monitor both revenues and unit sales generated by these businesses.

The following summarizes key performance indicators of the business:

*(Units in thousands, and $ in millions)*

| Loan Production Data | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Closed loan origination volume | **$44,653** | $21,584 |
| Direct to Consumer origination volume | **$23,660** | $11,799 |
| Partner Network origination volume | **$20,993** | $9,785 |
| Gain on sale margin (1) | **2.74%** | 2.89% |

*(Units in thousands, and $ in millions)*

| Servicing Portfolio Data | March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Total serviced UPB (includes subserviced) | **$2,109,774** | $600,387 |
| MSRs UPB of loans serviced | **$1,257,976** | $523,418 |
| UPB of loans subserviced and temporarily serviced | **$851,798** | $76,969 |
| Total loans serviced (includes subserviced) | **9,440** | 2,797 |
| Number of MSRs loans serviced | **6,507** | 2,598 |
| Number of loans subserviced and temporarily serviced | **2,933** | 199 |
| MSR fair value multiple (2) | **5.30** | 4.95 |
| Total serviced MSR delinquency rate (60+) | **1.45%** | 1.34% |
| Net client retention rate (trailing twelve months) (3) | **97%** | 97% |
| Actual CPR rate | **10.61%** | 8.80% |

*(Units in thousands)*

| Select Other Rocket Companies | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Rocket Close closings (units) | **93** | 52 |
| Rocket Money paying subscribers, at period end | **4,926** | 4,490 |
| Rocket Loans closed (units) | **28** | 15 |
| Redfin real estate transactions | **14** | N/A |

(1) Gain on sale margin is calculated by dividing Gain on sale of loans, net by the net rate lock volume for the period. A detailed description of the components of Gain on sale of loans, net can be found below in Description of Certain Components of Financial Data. For purposes of calculating this metric, gain on sale revenue includes all those components, but excludes revenues from Rocket Loans, changes in the investor reserve, and fair value adjustments on repurchased loans held on our balance sheet, such as early buyouts.

(2) MSR fair market value multiple is a metric used to determine the relative value of the MSR asset in relation to the annualized retained servicing fee, which is the cash that the holder of the MSR asset would receive from the portfolio as of such date. It is calculated as the quotient of (a) the MSR fair market value as of a specified date divided by (b) the weighted average annualized retained servicing fee for our MSR portfolio as of such date. The weighted average annualized retained servicing fee for our MSR portfolio was 0.29% and 0.28% as of March 31, 2026 and 2025, respectively. The vast majority of our portfolio consists of originated MSRs and consequently, the impact of purchased MSRs does not have a material impact on our weighted average service fee.

(3) This metric measures our retention across a greater percentage of our client base versus our recapture rate. We define “net client retention rate” as the number of clients that were active at the beginning of a period and which remain active at the end of the period, divided by the number of clients that were active at the beginning of the period. This metric excludes clients whose loans were sold during the period as well as clients to whom we did not actively market to due to contractual prohibitions or other business reasons. We define “active” as those clients who do not pay off their mortgage with us and originate a new mortgage with another lender during the period.

### Description of Certain Components of Financial Data

Refer to the 2025 Form 10-K for the year ended December 31, 2025 for the complete Description of Certain Components of Financial Data. Additionally, refer to *Revenue Recognition in Note 1, Business, Basis of Presentation and Significant Accounting Policies* for details about the components of revenue and the reclassification of certain interest-type activities.

### Components of revenue

Our sources of revenue include Gain on sale of loans, net, Loan servicing income (loss), net, Interest income and Other income.

### Components of operating expenses

Our operating expenses as presented in the Condensed Statement of Operations Data include Salaries, commissions and team member benefits, General and administrative expenses, Marketing and advertising expenses, Interest expense, Depreciation and amortization, and Other expenses.

### Results of Operations for the Three Months Ended March 31, 2026 and 2025

### Summary of Operations

*($ in millions)*

| Condensed Statement of Operations Data Revenue | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Gain on sale of loans, net | **$1,376** | $772 |
| Servicing fee income | **1,083** | 401 |
| Change in fair value of MSRs, net | **(485)** | (449) |
| Interest income | **507** | 201 |
| Other income | **460** | 176 |
| Total revenue, net | **$2,941** | $1,101 |
| Expenses |  |  |
| Salaries, commissions and team member benefits | **$1,079** | $610 |
| General and administrative expenses | **535** | 261 |
| Marketing and advertising expenses | **345** | 276 |
| Interest expense | **349** | 109 |
| Depreciation and amortization | **146** | 27 |
| Other expenses | **87** | 41 |
| Total expenses | **$2,541** | $1,324 |
| Income (loss) before income taxes | **400** | (223) |
| (Provision for) benefit from income taxes | **(103)** | 11 |
| Net income (loss) | **297** | (212) |
| Net loss attributable to non-controlling interest | **—** | 202 |
| Net income (loss) attributable to Rocket Companies | **$297** | $(10) |

### Gain on sale of loans, net

The components of Gain on sale of loans, net for the periods presented were as follows:

*($ in millions)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Net gain on sale of loans (1) | **$620** | $351 |
| Fair value of originated MSRs | **688** | 265 |
| Provision for investor reserves | **(6)** | (4) |
| Unrealized change in fair value of the Pipeline | **(173)** | 299 |
| Realized and unrealized change in fair value of Pipeline hedges | **247** | (139) |
| Gain on sale of loans, net | **$1,376** | $772 |

(1) Net gain on sale of loans represents the premium we receive in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, plus net origination fees.

The table below provides details of the characteristics of our mortgage loan production:

*($ in millions)*

| Closed loan origination volume by type: | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Conventional Conforming | **$26,891** | $12,532 |
| FHA/VA | **10,655** | 5,607 |
| Non-Agency | **7,107** | 3,445 |
| Total mortgage closed loan origination volume | **$44,653** | $21,584 |
| Portfolio metrics: |  |  |
| Average loan amount (1) | **$309** | $270 |
| Weighted average loan-to-value ratio | **72.11%** | 71.18% |
| Weighted average credit score | **740** | 738 |
| Weighted average loan rate | **6.12%** | 6.80% |
| Percentage of loans sold: |  |  |
| To GSEs and government | **82.03%** | 79.98% |
| To other counterparties | **17.97%** | 20.02% |
| Servicing-retained | **93.17%** | 95.43% |
| Servicing-released | **6.83%** | 4.57% |
| Net rate lock volume (2) | **$49,388** | $26,117 |
| Gain on sale margin (3) | **2.74%** | 2.89% |

(1) Average loan amount is presented in thousands.

(2) Net rate lock volume includes the UPB of loans subject to IRLCs, net of the pull-through factor as described in the Description of Certain Components of Financial Data section above.

(3) Gain on sale margin is calculated by dividing Gain on sale of loans, net by the net rate lock volume for the period. A detailed description of the components of Gain on sale of loans, net can be found above in Description of Certain Components of Financial Data. For purposes of calculating this metric, gain on sale revenue includes all those components, but excludes revenues from Rocket Loans, changes to the investor reserve, and fair value adjustments on repurchased loans held on our balance sheet, such as early buyouts.

#### Overview of the Gain on sale of loans, net table

At the time an IRLC is issued, an estimate of the Gain on sale of loans, net is recognized in the Unrealized change in fair value of the Pipeline component in the table above. Subsequent changes in the fair value of IRLCs and MLHFS are recognized in this same component as the loan progresses through closing, which is when the IRLC moves to a MLHFS (where it remains until sold into the secondary market). The goal of our Pipeline hedge strategy is to mitigate the impact of interest rate changes from the point of the IRLC through the sale of the loan. The Unrealized change in fair value of IRLCs and MLHFS each period is dependent on several factors, including mortgage origination volume, duration of the Pipeline, and movement of interest rates during that period as compared to the immediately preceding period. Loans originated during an increasing rate environment generally decrease in value and loans originated during a decreasing rate environment generally increase in value. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized as a realized gain on sale and moves from the Unrealized change in fair value of the Pipeline component, to the Net gain (loss) on sale of loans component in the table above. The component Realized and unrealized change in fair value related to the Pipeline hedges is intended to economically hedge (or offset) the various fair value adjustments that impact the Unrealized change in fair value of the Pipeline and the Net gain (loss) on sale of loans components. As a result, these three components should be evaluated in combination when evaluating Gain on sale of loans, net, as the sum of these components are primarily driven by net rate lock volume. Furthermore, at the point of sale of the loan, the Fair value of originated MSRs and the Provision for investor reserves are recognized each in their respective components shown above.

### Three months ended March 31, 2026 summary

Gain on sale of loans, net was $1.4 billion, an increase of $0.6 billion, or 78%, compared to $0.8 billion in 2025.

Net gain on sale of loans, Unrealized change in fair value of the Pipeline, and Realized and unrealized change in fair value of Pipeline hedges was $694 million, an increase of $183 million, or 36%, compared to $511 million in 2025. This change was primarily driven by an increase in net rate lock volume.

The Fair value of originated MSRs was $688 million, an increase of $423 million, compared to $265 million in 2025. The change was driven by the increase in sold loan volume.

The Investor reserves liability balance was relatively flat in the current and prior period. The $2 million increase in Provision for investor reserves expense was primarily due to an increase in losses on repurchased loans in the current period, compared to 2025.

### Loan servicing income (loss), net

For the periods presented, Loan servicing income (loss), net consisted of the following:

*($ in millions)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Retained servicing fee | **$919** | $381 |
| Subservicing income | **111** | 4 |
| Ancillary income | **53** | 16 |
| Servicing fee income | **1,083** | 401 |
| Change in valuation model inputs or assumptions for MSRs and related liabilities | **279** | (261) |
| Change in fair value of MSR hedge | **(160)** | 2 |
| Collection / realization of cash flows | **(604)** | (190) |
| Change in fair value of MSRs, net | **(485)** | (449) |
| Loan servicing income (loss), net | **$598** | $(48) |

*($ in millions, units in thousands)*

|  | March 31, 2026 | 2025 |
| --- | ---: | ---: |
| MSR UPB of loans serviced | **$1,257,976** | $523,418 |
| Number of MSR loans serviced | **6,507** | 2,598 |
| UPB of loans subserviced and temporarily serviced | **$851,798** | $76,969 |
| Number of loans subserviced and temporarily serviced | **2,933** | 199 |
| Total serviced UPB | **$2,109,774** | $600,387 |
| Total loans serviced | **9,440** | 2,797 |
| Average loan amount (1) | **$223** | $215 |
| MSR fair value | **$19,377** | $7,350 |
| Total serviced delinquency count (60+) as % of total | **1.45%** | 1.34% |
| Retained servicing metrics: |  |  |
| Weighted average loan rate | **4.55%** | 4.32% |
| Weighted average service fee | **0.29%** | 0.28% |

(1) Average loan amount is presented in thousands.

The following table summarizes changes to MSR and subservicing and other portfolio UPB:

|  | Three Months Ended March 31, 2026 MSR | Subservicing and Other | Total |
| --- | ---: | ---: | ---: |
| Balance at beginning of period | **$1,290,325** | **$831,558** | **$2,121,883** |
| Additions: |  |  |  |
| Originations | **40,160** | **29** | **40,189** |
| Acquisitions / Increase in subservicing (1) | **11,873** | **55,760** | **67,633** |
| Deductions: |  |  |  |
| Dispositions/ Decrease in subservicing (2) | **(39,812)** | **(12,202)** | **(52,014)** |
| Principal reductions and other | **(12,361)** | **(4,977)** | **(17,338)** |
| Voluntary reductions (3) | **(31,799)** | **(18,056)** | **(49,855)** |
| Involuntary reductions (4) | **(395)** | **(314)** | **(709)** |
| Net changes in loans serviced by others | **(15)** | **—** | **(15)** |
| Balance at end of period | **$1,257,976** | **$851,798** | **$2,109,774** |

(1) Amount for Subservicing and Other UPB includes transfers from MSR for MSRs sold with subservicing rights retained.

(2) Amount for MSR UPB includes transfers to Subservicing and Other for MSRs sold with subservicing rights retained.

(3) Voluntary reductions are related to loan payoffs by customers.

(4) Involuntary reductions refer to loan defaults, loan liquidations and loan chargeoffs.

### Three months ended March 31, 2026 summary

Loan servicing income, net was $598 million, a change of $646 million, compared to $48 million Loan servicing loss, net in 2025, due to the $682 million increase in Servicing fee income resulting from the larger average portfolio size during 2026, partially offset by the decrease in Change in fair value of MSRs, net.

The $36 million decrease in Change in fair value of MSRs, net was primarily driven by Collection / realization of cash flows due to the larger average portfolio size during 2026, mostly offset by the Change in valuation model inputs or assumptions. In 2026, the Change in valuation model inputs or assumptions was a $279 million increase, compared to a decrease of $261 million in 2025. This change was driven by an increase in interest rates during the first quarter of 2026, compared to a decrease in the same period in 2025.

### Interest income

*($ in millions)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Interest income | **$507** | $201 |

### Three months ended March 31, 2026 summary

Interest income was $507 million, an increase of $306 million, compared to $201 million in 2025. The increase was primarily driven by custodial deposit income associated with our larger average servicing portfolio in 2026, as well as higher mortgage loan origination volume.

### Other income

The components of Other income for the periods presented were as follows:

*($ in millions)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Real estate services revenue | **$192** | $10 |
| Rocket Close revenue | **128** | 64 |
| Rocket Money revenue | **117** | 94 |
| Other (1) | **23** | 8 |
| Total other income | **$460** | $176 |

(1) Other consists of additional subsidiary and miscellaneous revenue.

### Three months ended March 31, 2026 summary

Other income was $460 million, an increase of $284 million, compared to $176 million in 2025, primarily driven by a $182 million increase in Real estate services revenue from incremental real estate transactions associated with Redfin, which was acquired in the third quarter of 2025. Additionally, there was a $64 million increase in Rocket Close revenue, driven by higher mortgage loan origination volume.

### Expenses

Expenses for the periods presented were as follows:

*($ in millions)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Salaries, commissions and team member benefits | **$1,079** | $610 |
| General and administrative expenses | **535** | 261 |
| Marketing and advertising expenses | **345** | 276 |
| Interest expense | **349** | 109 |
| Depreciation and amortization | **146** | 27 |
| Other expenses | **87** | 41 |
| Total expenses | **$2,541** | $1,324 |

### Three months ended March 31, 2026 summary

Total expenses during the period were $2.5 billion, an increase of $1.2 billion, or 92%, compared to 2025. Salaries, commissions and team member benefits were $1.1 billion, an increase of $469 million, or 77%, compared to $610 million, primarily due to increased variable compensation driven by higher origination volume, as well as expenses associated with additional team members from the Acquisitions. General and administrative expenses were $535 million, an increase of $274 million, compared to $261 million in 2025, primarily driven by Acquisition-related expenses, as well as an increase in variable costs associated with the increase in origination volume. Marketing and advertising expenses were $345 million, an increase of $69 million, or 25%, compared to $276 million, primarily driven by an increase in performance marketing associated with higher origination volume. Interest expense was $349 million, an increase of $240 million, compared to $109 million in 2025, driven by the senior notes issued and assumed in 2025, as well as increased utilization of mortgage loan funding facilities associated with higher origination volume.

### Summary results by segment for the Three Months Ended March 31, 2026 and 2025

Our operations are organized by distinct marketing channels which promote client acquisition and are categorized under two reportable segments: Direct to Consumer and Partner Network. In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage digitally and/or with our mortgage bankers. We market to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment generates revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. This segment also produces revenue by providing title and settlement services and appraisal management to these clients as part of our end-to-end mortgage origination experience. Servicing and subservicing activities are fully allocated to the Direct to Consumer segment as they are viewed as an extension of the client experience with the primary objective to establish and maintain positive, regular touchpoints with our clients, which positions us to have high retention and recapture the clients’ next refinance, purchase and personal loan transactions.

We provide industry-leading client service and leverage our widely recognized brand to strengthen our wholesale relationships, through Rocket Pro, as well as enterprise partnerships, and correspondent relationships, driving growth in our Partner Network segment. Rocket Pro works exclusively with mortgage brokers, community banks and credit unions, enabling them to maintain their own brand and client relationships while leveraging Rocket Mortgage's expertise, technology and award-winning process. Our enterprise partnerships include financial institutions and well-known consumer-focused companies that value our award-winning client experience and offer their clients mortgage solutions through our trusted brand. These organizations connect their clients directly to us through marketing channels and referrals. Through correspondent relationships, we acquire mortgage loans from third-party mortgage originators and financial institutions, leveraging Rocket’s underwriting, fulfillment and secondary market capabilities.

Since the respective acquisition dates, the operations acquired from Mr. Cooper and Redfin have been managed within our existing reportable segment structure.

We measure the performance of the segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted revenue less directly attributable expenses. Adjusted revenue is a non-GAAP financial measure described above. Directly attributable expenses include Salaries, commissions and team member benefits, General and administrative expenses, Marketing and advertising expenses, Interest expense and Other expenses, such as mortgage servicing related expenses and expenses generated from Rocket Close (title and settlement services). See below for our overview and discussion of segment results for the three months ended March 31, 2026 and 2025. For additional discussion, see *Note 12, Segments* of the notes to the unaudited Condensed Consolidated Financial Statements of this Form 10-Q.

### Direct to Consumer Results

*($ in millions)*

| Revenue | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Gain on sale of loans, net | **$1,162** | $660 |
| Servicing fee income | **1,080** | 400 |
| Change in fair value of MSRs, net | **(485)** | (449) |
| Interest income | **376** | 131 |
| Other income | **95** | 51 |
| Total revenue, net | **$2,228** | $793 |
| Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges) | **(119)** | 259 |
| Adjusted revenue | **$2,109** | $1,052 |
| Salaries, commissions and team member benefits | **396** | 284 |
| General and administrative expenses | **168** | 78 |
| Marketing and advertising expenses | **195** | 213 |
| Interest expense | **139** | 35 |
| Other expenses | **64** | 35 |
| Less: Directly attributable expenses | **962** | 645 |
| Contribution margin | **$1,147** | $407 |

### Three months ended March 31, 2026 summary

Direct to Consumer Adjusted revenue was $2.1 billion, an increase of $1.1 billion, or 100%, compared to $1.1 billion in 2025, primarily driven by higher Gain on sale of loans, net, Servicing fee income and Interest income.

Gain on sale of loans, net increased $502 million, driven by an increase in net rate lock volume. Servicing fee income increased $680 million due to the larger average portfolio size in 2026. Interest income increased $245 million million primarily driven by custodial deposit income, as well as higher mortgage loan origination volume. These increases were partially offset by Changes in fair value of MSRs, specifically the Collection/realization of cash flows, which were impacted by the larger average servicing portfolio in 2026.

Direct to Consumer Directly attributable expenses were $962 million, an increase of $317 million, or 49%, compared to $645 million in 2025, primarily due to increased Salaries, commissions and team member benefits, Interest expense, and General and administrative expenses.

The increase in Salaries, commissions and team member benefits was due to variable compensation associated with higher origination volume, as well as expenses associated with additional team members from the fourth quarter 2025 acquisition of Mr. Cooper. Interest expense increased due to the senior notes issued and assumed in 2025, as well as increased utilization of mortgage loan funding facilities associated with higher origination volume. Higher General and administrative expenses were driven by acquisition-related expenses, as well as an increase in variable costs associated with the increase in origination volume.

Direct to Consumer Contribution margin was $1.1 billion, an increase of $740.0 million, or 182%, compared to $407 million in 2025. The increase in Contribution margin was primarily driven by an increase in Adjusted revenue, offset by higher Directly attributable expenses, as described above.

### Partner Network Results

*($ in millions)*

| Revenue | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Gain on sale of loans, net | **$187** | $96 |
| Interest income | **104** | 42 |
| Other income | **9** | 5 |
| Total revenue, net | **$300** | $143 |
| Change in fair value of MSRs and related liabilities due to valuation assumptions (net of hedges) | **—** | — |
| Adjusted revenue | **$300** | $143 |
| Salaries, commissions and team member benefits | **56** | 47 |
| General and administrative expenses | **31** | 5 |
| Marketing and advertising expenses | **4** | 3 |
| Interest expense | **64** | 29 |
| Other expenses | **1** | 2 |
| Less: Directly attributable expenses | **156** | 86 |
| Contribution margin | **$144** | $57 |

### Three months ended March 31, 2026 summary

Partner Network Adjusted revenue was $300.0 million, an increase of $157.0 million, or 110%, compared to $143.0 million in 2025, primarily due to increased Gain on sale of loans, net and Interest income, both driven by higher mortgage production volume.

Partner Network Directly attributable expenses were $156.0 million, an increase of $70.0 million, or 81%, compared to $86.0 million in 2025. Directly attributable expenses increased in 2026 primarily due to increased variable compensation and utilization of mortgage loan funding facilities, both driven by higher origination volume.

Partner Network Contribution margin was $144.0 million, an increase of $87.0 million, or 153%, compared to $57.0 million in 2025. The increase in Contribution margin was primarily driven by an increase in Adjusted revenue, offset by higher Directly attributable expenses, as described above.

### Liquidity and Capital Resources

Historically, our primary sources of liquidity have included:

- cash flow from our operations, including:
- sale of whole loans into the secondary market;
- sale of MSRs and excess servicing cash flows into the secondary market;
- loan origination fees;
- servicing fee income;
- interest income on loans held for sale; and
- other income.
- borrowings, including secured and unsecured financing; and
- cash and marketable securities on hand.

Historically, our primary uses of funds have included:

- origination of loans;
- interest expense;
- repayment of debt;
- operating expenses; and
- acquisition of MSRs.

In order to originate and aggregate loans for sale into the secondary market, we use our own working capital and borrow or obtain money on a short-term basis primarily through secured financing facilities, generally established with large global banks.

When we sell a pool of loans in the secondary market, the proceeds received from the sale of the loans are used to pay back the amounts we owe on the secured financing facilities. We rely on the cash generated from the sale of loans to fund future loans and repay borrowings under our secured financing facilities. Delays or failures to sell loans in the secondary market could have an adverse effect on our liquidity position.

We remain in a strong liquidity position, with total liquidity of $9.4 billion as of March 31, 2026, which includes $2.7 billion of Cash and cash equivalents, $2.3 billion of undrawn lines of credit, and $4.4 billion of undrawn available MSR and advance lines of credit. Margin cash held on behalf of counterparties is recorded in Cash and cash equivalents, and the related liability is classified in Accounts payable and other liabilities in the Condensed Consolidated Balance Sheets. Margin cash pledged to counterparties is excluded from Cash and cash equivalents and instead recorded in Other assets, as a receivable, in the Condensed Consolidated Balance Sheets. We are also subject to contingencies which may have a significant impact on the use of our cash. We believe that our available cash, as well as the sources of liquidity described above, provide adequate resources to fund our anticipated ongoing operational and capital needs.

### March 31, 2026 compared to March 31, 2025

### Cash Flows

Our Cash and cash equivalents and restricted cash were $3.0 billion as of March 31, 2026, an increase of $1.6 billion, compared to $1.4 billion as of March 31, 2025. The increase was primarily driven by acquired cash and cash equivalents and restricted cash from the Acquisitions.

### Equity

Equity was $23.2 billion as of March 31, 2026, an increase of $14.6 billion, compared to $8.6 billion as of March 31, 2025. The increase primarily reflects an increase of $1.5 billion and $13.9 billion as a result of the Redfin Acquisition and Mr. Cooper Acquisition, respectively, partially offset by a reduction to Change in controlling interest of investment, net, driven by $1.3 billion of deferred tax impacts during 2025 associated with the Up-C Collapse. Refer to *Notes 2, Acquisitions* and *8, Income Taxes*, of the Condensed Consolidated Financial Statements, for further detail.

### Distributions

During the three months ended March 31, 2026 and 2025, the Company had not paid any material tax distributions. Dividend distributions are at the discretion of our board of directors.

In connection with the Up-C Collapse transaction defined in *Note 1, Business, Basis of Presentation and Significant Accounting Policies* in this Form 10-Q, our board of directors authorized and declared a cash dividend (the “2025 Special Dividend”) on March 10, 2025 of $0.80 per share to the holders of our Class A common stock. The 2025 Special Dividend was paid on April 3, 2025 to holders of the Class A common stock of record as of the close of business on March 20, 2025.

### Contractual Obligations, Commercial Commitments and Other Contingencies

There were no material changes outside the ordinary course of business to our outstanding contractual obligations as of March 31, 2026 from information and amounts previously disclosed as of December 31, 2025 in our Annual Report on Form 10-K under the caption “Contractual Obligations, Commercial Commitments and Other Contingencies.” Refer to *Note 10, Commitments and Contingencies*, of the notes to the Condensed Consolidated Financial Statements for further discussion of contractual obligations, commercial commitments and other contingencies, including legal contingencies.

### New Accounting Pronouncements Not Yet Effective

See *Note 1, Business, Basis of Presentation and Significant Accounting Policies* of the notes to the Condensed Consolidated Financial Statements for details of recently issued accounting pronouncements and their expected impact on our Condensed Consolidated Financial Statements.

### Critical Accounting Policies and Estimates

The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We have identified certain accounting policies as being critical because they require us to make difficult, subjective or complex judgments about matters that are uncertain. We believe that the judgment, estimates and assumptions used in the preparation of our Condensed Consolidated Financial Statements are appropriate given the factual circumstances at the time. However, actual results could differ and the use of other assumptions or estimates could result in material differences in our results of operations or financial condition. Refer to “Part II - Item 7A. Quantitative and Qualitative Disclosures about Market Risk” of our 2025 Form 10-K for the detailed discussion of our critical accounting policies and estimates.

There have been no changes to our critical accounting policies, as described in our 2025 Form 10-K.

## Market risk

As filed, 165 characters.

There have been no material changes to the Company's exposure to market risks since what was disclosed in the Company's December 31, 2025 Annual Report on Form 10-K.

## Controls and procedures

As filed, 2,049 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of March 31, 2026, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

### Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in our management’s evaluation pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the period covered by this Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

## Risk factors

As filed, 686 characters.

There have been no material changes or additions to the risk factors previously disclosed under “Risk Factors” included in our Annual Report on Form 10-K filed for the year ended December 31, 2025. The risk factors described in our 2025 Form 10-K are not the only risks we face. Any of the risks described in our 2025 Form 10-K could materially affect our business, financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition and/or future results.

Filed May 12, 2026.
Source: SEC EDGAR, the filing index for accession 0001628280-26-033694. Last ingested by Listed: Oct 31, 2026, 02:57 ET. No prices; not investment advice.