M&A - Redfin Corp

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000095014225001793

Filing Summary: On July 1, 2025, Redfin Corporation completed its merger with Rocket Companies, Inc., becoming a wholly owned subsidiary of Rocket. Under the terms of the merger, each outstanding share of Redfin common stock was converted into an exchange of Rocket common stock at an exchange ratio of 0.7926 shares per Redfin share, alongside cash for fractional shares. Additionally, all outstanding options to purchase Redfin shares and restricted stock units were assumed by Rocket, adjusting for the exchange ratio. Following the completion of the merger, Redfin’s common stock was delisted from The Nasdaq Stock Market, and the company requested the termination of its registration and the suspension of its reporting obligations under the Securities Exchange Act. This merger represents a significant change in control for Redfin, evidenced by the cessation of the previous Board of Directors and new appointments under Rocket. The agreements and financial obligations related to the merger were elaborated, detailing the convertible notes and other financial instruments involved.

Form Type: POS AM

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000095014225001772

Filing Summary: This document is a Post-Effective Amendment filed by Redfin Corporation with the Securities and Exchange Commission on July 1, 2025, to deregister any and all securities registered but unsold or otherwise unissued under the Registration Statement on Form S-3 (Registration No. 333-283063), originally filed on November 7, 2024. The amendment follows the completion of a merger where Redfin Corporation merged with Neptune Merger Sub, Inc., a wholly owned subsidiary of Rocket Companies, Inc., on July 1, 2025. Post-merger, Redfin becomes a wholly owned subsidiary of Rocket. Consequently, Redfin terminates all offerings related to the Registration Statement and removes all unsold or unissued securities from registration, thus amending the Registration Statement to reflect this deregistration and the termination of its effectiveness.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000095014225001773

Filing Summary: On July 1, 2025, Redfin Corporation filed a Post-Effective Amendment to remove from registration any unsold or unissued shares of its common stock related to several Registration Statements on Form S-8. The amendment comes as a result of a merger where Redfin merged with Neptune Merger Sub, a subsidiary of Rocket Companies, Inc., with Redfin surviving the merger as a wholly owned subsidiary of Rocket. This merger led to the termination of all offerings of Redfin's securities according to the previously announced Agreement and Plan of Merger dated March 9, 2025, requiring the deregistration of all securities that remain unsold or unissued.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000095014225001774

Filing Summary: Redfin Corporation has filed a Post-Effective Amendment to withdraw and remove from registration any shares of its common stock that remain unsold or unissued under previously filed Registration Statements on Form S-8. This action is in response to the completion of a merger with Rocket Companies, Inc. on July 1, 2025. Under the merger agreement dated March 9, 2025, Redfin became a wholly owned subsidiary of Rocket. The documents also outline the various shares previously authorized under Redfin's Employee Stock Purchase Plan and Equity Incentive Plan, which are now being deregistered as part of the termination of these offerings following the merger.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000095014225001775

Filing Summary: Redfin Corporation is filing Post-Effective Amendment No. 1 to Form S-8 to withdraw and remove from registration any shares of common stock, plan interests, and other securities that remain unsold under various Registration Statements related to its Employee Stock Purchase Plan and Equity Incentive Plan. This follows the completion of a merger on July 1, 2025, with Rocket Companies, Inc., resulting in Redfin becoming a wholly owned subsidiary of Rocket. As a consequence of the Merger, all offerings of Redfin's securities will be terminated, and the Registrant will deregister all unsold or unissued securities. The document also certifies compliance with the requirements for filing on Form S-8 under the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000095014225001776

Filing Summary: On July 1, 2025, Redfin Corporation filed a Post-Effective Amendment to Form S-8 (Registration No. 333-285334) to deregister shares and securities associated with its 2017 Employee Stock Purchase Plan and 2017 Equity Incentive Plan due to the completion of a merger with Rocket Companies, Inc. According to the Agreement and Plan of Merger dated March 9, 2025, the Registrant merged with its wholly owned subsidiary Neptune Merger Sub, becoming a wholly owned subsidiary of Rocket. This amendment withdraws any unsold shares from registration as per the Registrant's undertaking to remove unissued securities upon termination of the offering.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000095014225001777

Filing Summary: On July 1, 2025, Redfin Corporation filed a Post-Effective Amendment No. 1 to Form S-8 to deregister shares of common stock and plan interests from several previously filed Registration Statements. This action follows the consummation of a merger with Rocket Companies, Inc., wherein Redfin became a wholly owned subsidiary of Rocket. The amendment includes various registration numbers and specific share amounts related to Redfin's Employee Stock Purchase Plan and Equity Incentive Plan. As part of the merger agreement dated March 9, 2025, all offerings were terminated, and the Registrant removed from registration any unsold or unissued securities. The Registrant asserts compliance with filing requirements under Form S-8.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000095014225001778

Filing Summary: On July 1, 2025, Redfin Corporation filed a Post-Effective Amendment to Form S-8 to deregister any unsold or unissued shares related to several prior Registration Statements. This filing follows the consummation of a merger with Rocket Companies, Inc. and its wholly owned subsidiary, Neptune Merger Sub, Inc., which occurred on the same day. As part of the merger, Redfin became a wholly owned subsidiary of Rocket. The Registration Statements were previously filed to register shares under Redfin's 2017 Employee Stock Purchase Plan and 2017 Equity Incentive Plan. The amendment reflects the termination of all offerings of securities pursuant to these Registration Statements and the removal of any still registered securities due to the merger.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000095014225001779

Filing Summary: On July 1, 2025, Redfin Corporation filed a Post-Effective Amendment to its Form S-8 Registration Statements to deregister shares of common stock and interests under its Employee Stock Purchase Plan and Equity Incentive Plan following a merger. The merger took place under an Agreement and Plan of Merger with Rocket Companies, whereby Redfin became a wholly owned subsidiary of Rocket. This filing includes multiple Registration Statements, and all securities that remain unsold or unissued have been withdrawn and deregistered. The document confirms the completion of the merger and the termination of all offerings of Redfin's securities under the relevant Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000095014225001780

Filing Summary: On July 1, 2025, Redfin Corporation filed a Post-Effective Amendment to Form S-8 to deregister shares of its common stock remaining unsold or unissued under previously filed registration statements. These amendments are being made in light of the consummation of a merger between Redfin and Rocket Companies, Inc. Following the merger, Redfin now operates as a wholly owned subsidiary of Rocket. The registration statements being deregistered include shares authorized under Redfin's Employee Stock Purchase Plan and Equity Incentive Plan. The total number of shares being removed from registration includes over 1.2 million from the latest registration and also encompasses several million shares from earlier filings dating back to 2017.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000095014225001781

Filing Summary: On July 1, 2025, Redfin Corporation filed a Post-Effective Amendment No. 1 to Form S-8 Registration Statements to deregister certain shares of common stock following a merger with Rocket Companies, Inc. Under the terms of the agreement announced on March 9, 2025, Neptune Merger Sub, a wholly owned subsidiary of Rocket, merged with Redfin, with Redfin becoming a wholly owned subsidiary of Rocket. This amendment indicates the withdrawal of all shares that remain unsold or unissued under existing Registration Statements, listing several registration numbers and their associated share counts under the 2017 Employee Stock Purchase Plan and 2017 Equity Incentive Plan. The amendments were signed by Glenn Kelman, CEO of Redfin, as of the filing date.

Form Type: 8-K/A

Filing Date: 2025-06-06

Corporate Action: Merger

Type: Update

Accession Number: 000138282125000095

Filing Summary: On June 4, 2025, Redfin Corporation held a special meeting of stockholders to vote on two main proposals related to a merger. The first proposal, referred to as the 'Merger Proposal', involved adopting the Agreement and Plan of Merger with Rocket Companies, Inc., where Redfin would become a wholly owned subsidiary of Rocket. The second proposal, the 'Compensation Proposal', sought approval for compensation that may be awarded to Redfin’s executive officers linked to the merger. A total of 75,061,524 shares of Redfin's common stock, approximately 58.63% of the total shares entitled to vote, were represented at the meeting. Both proposals received approval from the stockholders, with the final voting results indicating a strong majority in favor of the merger initiative. This amendment is filed to correct a previous filing regarding broker non-votes and does not alter the voting outcomes.

Form Type: 8-K

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000138282125000089

Filing Summary: On June 4, 2025, Redfin Corporation held a special meeting of stockholders where two key proposals were voted upon. Proposal No. 1 was a merger proposal to adopt the Agreement and Plan of Merger with Rocket Companies, Inc., where Merger Sub will merge with Redfin, making Redfin a wholly owned subsidiary of Rocket. This proposal received significant support with 74,132,089 votes in favor and was successfully approved, meeting the necessary stockholder vote condition to consummate the merger. Proposal No. 2 involved a non-binding advisory vote on the compensation for Redfin's executives related to the merger, which also passed. The closing of the merger is expected on or before July 1, 2025, subject to regulatory approvals and closing conditions being satisfied. The waiting period under the Hart-Scott-Rodino Act has already expired as of May 8, 2025.

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000162828025028416

Filing Summary: Redfin Corporation has filed an 8-K reporting significant developments regarding its proposed merger with Rocket Companies, Inc., outlined in a Definitive Proxy Statement filed on May 5, 2025. The document details the Merger Agreement dated March 9, 2025, and calls for a special meeting of Redfin stockholders on June 4, 2025, to vote on the merger proposal. It highlights ongoing litigations from purported stockholders alleging that the proxy statement is materially misleading and lacking essential information. The company intends to defend against these claims, asserting they have no legal obligations to provide the additional disclosures demanded by the litigants. Furthermore, the filing reiterates Redfin's management's financial projections concerning the merger, which have been reviewed by financial advisors. Supplemental disclosures have been made to assist in addressing any potential concerns without admitting to any materiality of the claims raised by stockholders. The 8-K also includes forward-looking statements about the transaction and associated risks.

Form Type: DEFA14A

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000162828025028415

Filing Summary: On May 5, 2025, Redfin Corporation filed a Definitive Proxy Statement related to the Agreement and Plan of Merger with Rocket Companies, Inc. for a special meeting of Redfin stockholders scheduled on June 4, 2025. The document outlines the proposals for adopting the Merger Agreement and details various litigations filed by purported stockholders alleging the Definitive Proxy Statement is materially misleading. Several complaints were noted, including claims for negligent misrepresentation and violations of the Securities Exchange Act. Redfin will provide Supplemental Disclosures to address these litigious claims, asserting that they believe the claims against them are without merit. The outcome and expenses related to these litigations remain uncertain, but they intend to defend against the claims vigorously. The letter also emphasizes that Redfin has not entered into any arrangements regarding employment with Rocket post-merger, although such arrangements may be negotiated in the future.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095014225001466

Filing Summary: On May 22, 2025, Varun Krishna, CEO of Rocket Companies, and Glenn Kelman, CEO of Redfin Corporation, communicated the progress of their merger integration. The conversation highlighted the positive culture and talent at Redfin, emphasizing their commitment to a successful merger. They discussed the anticipated benefits of combining Redfin's real estate services with Rocket's financing capabilities to create a comprehensive homeownership platform. The CEOs expressed excitement about upcoming synergies and encouraged staff to share feedback as they approached their closing date for the merger early in the summer. Forward-looking statements were made regarding the transaction, including potential risks such as regulatory approvals and integration efforts. Rocket filed a Registration Statement with the SEC on April 7, 2025, outlining details of the proposed merger, which is key in informing investors about the transaction.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000162828025027691

Filing Summary: Redfin Corporation is in the process of integrating with Rocket after the anticipated closing of their acquisition, which is expected to occur in early summer after a shareholder vote on June 4, 2025. CEO Glenn Kelman communicated the excitement around this progress and mentioned that the waiting period for government review expired on May 8. Following the acquisition, Redfin will update its branding to indicate it is 'powered by Rocket' and will begin offering Rocket mortgages to customers. The company has experienced an increase in home sales and anticipates a significant impact on operational dynamics, including the planned hiring of additional engineers to enhance customer engagement. The communication includes forward-looking statements about the benefits, synergies, and risks associated with the merger agreement signed on March 9, 2025, as well as the necessary regulatory approvals required for completion. Details about investor resources and the documents filed with the SEC are also provided, emphasizing the importance of stakeholder engagement in light of the potential transaction.

Form Type: 425

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000162828025024647

Filing Summary: Redfin Corporation released a set of Frequently Asked Questions to stakeholders regarding their proposed merger with Rocket. It highlights opportunities for growth in their brokerage sector post-transaction and emphasizes the ongoing need for sales advisors and coordinators to support customer needs. There are no plans for significant job cuts in support roles as a result of AI integration. The document outlines risks associated with the transaction, including the uncertain completion due to regulatory approvals and potential impact on personnel relationships and business operations. It also states that this communication includes forward-looking statements subject to risks and uncertainties which may affect actual outcomes. Investors and stockholders are advised to read the registration statement and proxy materials related to the merger, which have been made available through the SEC and respective company websites.

Form Type: 425

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000095014225001312

Filing Summary: Rocket Companies, Inc. discussed its proposed transactions with Mr. Cooper Group Inc. and Redfin Corporation during its Q1 2025 earnings call on May 8, 2025. The integration of these three companies is a top priority, with efforts underway to establish detailed integration plans and milestones. Rocket expects its Class A public float to increase significantly post-merger. Analysts inquired about market strategies and the subservicing business, demonstrating a proactive approach regarding customer retention and growth. Attention was given to the forward-looking statements highlighting risks and uncertainties associated with the anticipated mergers, including approvals and integration challenges. Rocket's recent filings include the Rocket/Redfin Registration Statement, which provides critical information for stakeholders regarding the merger's logistics and implications.

Form Type: 8-K

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000138282125000067

Filing Summary: On May 8, 2025, Redfin Corporation announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act regarding its proposed merger with Rocket Companies, Inc. The merger agreement, which was initially disclosed on March 9, 2025, outlines that Rocket's wholly owned subsidiary, Neptune Merger Sub, Inc., will merge with Redfin, with Redfin as the surviving entity, becoming a wholly owned subsidiary of Rocket. The merger requires approval from Redfin's stockholders and is expected to close in the second or third quarter of 2025, provided all conditions are met. The filing also highlights potential risks and uncertainties associated with the merger, including the necessity of regulatory approvals and the successful integration of operations post-merger.

Form Type: DEFM14A

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925044603

Filing Summary: Redfin Corporation has filed a definitive proxy statement in connection with a special meeting of stockholders scheduled for June 4, 2025, to vote on a proposed merger with Rocket Companies, Inc. The merger will involve Merger Sub merging with Redfin, resulting in Redfin becoming a wholly owned subsidiary of Rocket. Shareholders will receive 0.7926 shares of Rocket's Class A common stock for each share of Redfin they own, along with potential cash for fractional shares. The Redfin Board unanimously recommends that shareholders vote in favor of the merger agreement, highlighting its fairness and benefits to Redfin stockholders. The meeting will be conducted virtually, and voting options include submitting a proxy online or via phone, as well as voting during the meeting. The proposal requires an affirmative vote from the majority of voting shareholders to pass. Furthermore, the proxy statement details the risks associated with the merger and addresses the interests of Redfin's directors and officers in the transaction.

Form Type: 425

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225001237

Filing Summary: On May 2, 2025, Varun Krishna, CEO of Rocket Companies, communicated with Redfin employees regarding ongoing integration efforts following the acquisition of Redfin by Rocket. He highlighted the productive discussions and the collaborative spirit observed during their recent visit to Seattle, emphasizing the importance of the integration process and the shared values between the two companies. The email touched on Rocket's vision for a connected homeownership experience, leveraging the strengths of both companies. Krishna expressed appreciation for the warm reception from Redfin's team and reiterated the commitment to build a successful combined entity. Forward-looking statements regarding the proposed transaction were included, noting potential risks and uncertainties tied to the completion of the merger, stockholder approvals, and market reactions.

Form Type: 10-K/A

Filing Date: 2025-04-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925039439

Filing Summary: Redfin Corporation filed Amendment No. 1 on Form 10-K/A for the fiscal year ended December 31, 2024, to include additional information that was absent in the original filing under the provisions of General Instruction G(3). This amendment does not alter any previously reported financial results nor does it reflect any events occurring after the initial filing. Notably, the document details a merger agreement entered into on March 9, 2025, with Rocket Companies, Inc. where Redfin will continue as a wholly owned subsidiary of Rocket following the merger. The closing of the merger is contingent on stockholder approval and the fulfillment of closing conditions mandated by the Hart-Scott-Rodino Antitrust Improvements Act of 1976. In addition, the document contains updates on executive officer positions and compensation, reaffirming the board's governance structure and the lack of significant changes to the Original Form 10-K disclosures.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025017757

Filing Summary: Redfin Corporation has provided a set of Frequently Asked Questions (FAQs) to certain stakeholders regarding its acquisition by Rocket Companies, Inc. The FAQs address employee concerns about visa status and severance eligibility. Notably, Redfin will continue to operate independently post-acquisition with no immediate changes to employment identification numbers. Any employees whose roles are eliminated within the first year following the merger are entitled to severance if terminated without cause. The document elaborates on forward-looking statements concerning the merger, highlighting potential risks including delays in completion, the need for necessary approvals, and the impact on personnel and business operations. Investors are encouraged to review the Registration Statement on Form S-4 filed with the SEC, which contains detailed information about the transaction and related documents.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000916

Filing Summary: On March 31, 2025, an email from Varun Krishna, CEO of Rocket Companies, Inc., announced an agreement for Rocket to acquire Mr. Cooper, the largest mortgage servicer in the U.S. Rocket aims to integrate Redfin into its operations to enhance its homeownership platform, which encompasses home search, mortgage origination, and servicing. The merger will enable Rocket to service approximately $2.1 trillion in mortgages, expand its client base from 3 million to about 10 million, and leverage AI for improved customer benefits. The culture alignment among Rocket, Redfin, and Mr. Cooper was highlighted as a critical factor for the acquisition. The closing of the deal is expected in the fourth quarter of 2025, and the companies will continue separate operations until the transaction is finalized.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000918

Filing Summary: Rocket Companies, Inc. announced its acquisition agreement for Mr. Cooper, the largest mortgage servicer in America, in an email by CEO Varun Krishna. This acquisition is aligned with Rocket's mission to enhance homeownership by merging strengths in technology and servicing. The acquisition will significantly expand Rocket's mortgage servicing portfolio from nearly 3 million clients to almost 10 million, representing one in every six homeowners with a mortgage. The merger is expected to enhance operational efficiencies, client experience, and revenue stability, particularly in high-rate environments. Post-acquisition, Jay Bray of Mr. Cooper will assume a key leadership role at Rocket Mortgage, with plans to maintain separate operations until the deal is finalized, anticipated in the fourth quarter of 2025. Furthermore, the document outlines risks associated with the transaction, including regulatory approvals and market effects, and emphasizes the potential transformational impact on Rocket's business model and brand.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000921

Filing Summary: On March 31, 2025, Rocket Companies, Inc. announced transactions involving the acquisition of both Redfin Corporation and Mr. Cooper Group Inc. The document outlines how these acquisitions will unfold and their implications for employees and operations. Rocket’s integration plans for Mr. Cooper and Redfin highlight the combination of their resources to enhance their mortgage, real estate, and servicing capabilities. The acquisition of Redfin is expected to close in the second or third quarter of 2025, while the Mr. Cooper transaction is anticipated to finalize in the fourth quarter of 2025. There are currently no expected changes to employee roles, compensation, or benefits immediately following these transactions. The summary includes general information about leadership continuity, with Redfin CEO Glenn Kelman and Mr. Cooper CEO Jay Bray expected to retain their leadership roles post-acquisition, reporting to Rocket's CEO, Varun Krishna. The integration process will be carefully managed to maintain operational continuity until completion. Furthermore, all corporate offices are expected to remain open, and employee relocations are not currently planned before the transactions close. The coordination during this transition aims to leverage shared values and promote a client-first culture in the merged entities.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000162828025015642

Filing Summary: On March 31, 2025, Glenn Kelman, CEO of Redfin Corporation, announced via email that Rocket Companies, Inc. is set to acquire Mr. Cooper, enhancing their full-lifecycle real estate services. This acquisition, coupled with the existing agreement to partner with Redfin, is projected to significantly expand their customer base, potentially adding nearly 10 million homeowners and providing access to a wealth of data for improved service offerings. The merger aims to foster lifelong relationships with customers through integrated services, rather than merely servicing loans. A dedicated integration team from Rocket has been assigned to facilitate the blending of Redfin's operations into Rocket post-acquisition, anticipated to finalize in the second or third quarter of 2025. The email also includes disclaimers regarding forward-looking statements related to the merger, practical implications for both companies, and essential information for investors regarding the forthcoming filings with the SEC.

Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000162828025014395

Filing Summary: Redfin Corporation has filed a communication related to its upcoming merger with Rocket Companies, Inc. This document details an internal email from CEO Glenn Kelman to employees, discussing the positive outlook and collaboration between both companies. Kelman emphasized the excitement surrounding the merger, indicating that agents are increasingly interested in Redfin post-announcement. Key leaders from Rocket expressed their admiration for Redfin's agents and highlighted the necessity of a strong partnership to leverage Rocket's mortgage services to enhance profitability. The email also addressed employee concerns regarding job security, while reaffirming the intention for business growth. Kelman reassured that their brokerage will continue to expand, and discussed the importance of integrating best practices and resources post-merger. The merger is viewed as a strategic move to enhance customer outreach and business efficiency, with a focus on maintaining independence where beneficial. Furthermore, it is noted that Rocket's leadership is positively engaged with Redfin employees and committed to transparency as they navigate the transition. Overall, the communication conveys a sense of optimism about the merger and its potential to foster innovation and growth at Redfin.

Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000741

Filing Summary: On March 14, 2025, Varun Krishna, CEO of Rocket Companies, Inc., sent an email to employees of Redfin Corporation expressing excitement about the proposed acquisition between Rocket and Redfin. He highlighted the opportunity to strengthen both companies through shared innovation and commitment to enhancing the homeownership journey. The email conveyed a sense of optimism regarding future growth opportunities for Redfin's team members post-deal. It also mentioned the intent to file a Registration Statement on Form S-4 with the SEC, which will include a Proxy Statement/Prospectus detailing the proposed transaction. Forward-looking statements regarding the potential benefits, risks, and necessary approvals related to the acquisition were included, stressing that various factors could affect the completion and success of the merger. The communication urged investors and stakeholders to read the forthcoming documents for essential information on the proposed transaction.

Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025012714

Filing Summary: Redfin Corp. has announced its acquisition by Rocket Companies, Inc. for $1.75 billion, as stated by CEO Glenn Kelman in an interview with the Puget Sound Business Journal. The acquisition discussions commenced in November 2024 and intensified after the holidays. Kelman emphasized that the merger will allow for enhanced consumer services by integrating Redfin's real estate data with Rocket's financial resources, which is crucial given current challenges in the real estate market. The acquisition is positioned as a recovery strategy for Redfin amidst decreasing home buying demands and increased interest rates, allowing the company to leverage Rocket's larger scale and resources. Post-acquisition, Rocket's shareholders will own approximately 95% of the combined entity while Redfin's shareholders will hold around 5%. Redfin will maintain its headquarters in Seattle and its branding identity, with Kelman continuing as the CEO reporting to Rocket's CEO Varun Krishna. The deal is expected to close in the second or third quarter of 2025, pending shareholder approval and regulatory conditions.

Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025012813

Filing Summary: Redfin Corporation is involved in a proposed acquisition by Rocket Companies, Inc. An email from Varun Krishna, CEO of Rocket, was sent to Redfin employees detailing the positive culture and innovation at Redfin, expressing excitement about the merger and its potential for growth. The document addresses the expected filing of a registration statement on Form S-4 with the SEC and outlines important forward-looking statements concerning the transaction, including risks such as the potential delay in closing, the need for stockholder approval, and the possibility of not realizing anticipated benefits. It emphasizes Rocket's commitment to invest in Redfin and enhance consumer experiences in home-buying. Additionally, the communication clarifies that it does not constitute an offer to sell or a solicitation for votes regarding the transaction, with full disclosure of relevant materials to follow soon in the Proxy Statement/Prospectus.

Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000095014225000729

Filing Summary: Rocket Companies, Inc. has filed communication regarding a proposed merger with Redfin Corporation, as announced by Varun Krishna, CEO of Rocket, on March 12, 2025. The discussion includes the anticipated benefits, financial ramifications, and strategic synergies of the merger. A Merger Agreement was signed on March 9, 2025, emphasizing equity conversions and securities issuance based on the planned transaction. The filing notes that while specific forward-looking statements are included, they come with inherent risks that could affect the transaction’s completion and the future operations of both companies. Key risks include delayed approvals from Redfin's stockholders and operational distractions. Important information for investors indicates that Rocket will file a Registration Statement on Form S-4, which will include a Proxy Statement/Prospectus for Redfin shareholders, urging all stakeholders to closely monitor SEC filings for vital insights into the transaction. The document emphasizes the encouragement for Redfin and Rocket investors to read the forthcoming documents due to their importance. Details about potential participants in solicitation and their affiliations are also included, delineating how these will be addressed in the upcoming Registration Statement.

Form Type: 425

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000095014225000723

Filing Summary: On March 11, 2025, a town hall meeting was held featuring Glenn Kelman, CEO of Redfin Corporation, and Varun Krishna, CEO of Rocket Companies, Inc. The conversation highlighted the proposed merger between the two companies, emphasizing their shared missions and the opportunities for combining strengths and resources. Varun expressed admiration for Redfin's innovative culture, customer focus, and market position in real estate. The merger aims to create a unique homeownership platform that integrates both companies' services, leveraging AI and extensive customer data. Varun assured Redfin employees about maintaining the Redfin brand and enhancing its service offerings while introducing competitive pricing and mortgage solutions. The potential merger is part of Rocket’s broader strategy to redefine homeownership through technology and strong personal relationships within the real estate market.

Form Type: 425

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000162828025012020

Filing Summary: On March 11, 2025, Redfin Corporation conducted a town hall meeting featuring a discussion between its CEO Glenn Kelman and Varun Krishna, CEO of Rocket Companies, Inc. The event emphasized the intention of both companies to merge, as indicated by their recent Merger Agreement dated March 9, 2025. Varun expressed admiration for Redfin's brand and operational model, highlighting a shared commitment to innovation and customer service, which align with Rocket's vision of enhancing homeownership through technology. Plans for integrating their operations were discussed, focusing on maintaining Redfin's brand while leveraging Rocket's resources to enrich customer experiences across mortgage, title, and real estate services. They noted the significant data assets that each company holds and their potential to enhance AI-driven insights, targeting better service delivery to clients. Both leaders acknowledged the questions and uncertainties that may surface among employees regarding the integration and future strategies during this transitional period, but reinforced their commitment to open communication and cooperation in building a comprehensive homeownership platform.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000095014225000695

Filing Summary: On March 9, 2025, Rocket Companies, Inc. announced it entered into a Merger Agreement with Redfin Corporation to acquire Redfin. This includes a significant restructuring of Rocket's share classes and voting rights. The Merger Agreement stipulates that existing Redfin shareholders will exchange their shares for shares of Rocket, now issued as Class L Common Stock. This transaction aims to simplify Rocket's capital structure, allowing for one vote per common share while reducing the number of stock classes. As part of the merger process, Rocket will issue a cash dividend of $0.80 per share for Class A shares, payable on April 3, 2025, to shareholders on record as of March 20, 2025. The agreement proposes the establishment of a new subsidiary and internal reorganizations to facilitate the merger and is subject to typical closing conditions, including stockholder approvals. There are various risks associated with this merger, including regulatory approvals and timing uncertainties that could affect both Rocket and Redfin's financial performance.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000095014225000697

Filing Summary: On March 9, 2025, Rocket Companies, Inc. entered into a Merger Agreement with Neptune Merger Sub, Inc. and Redfin Corporation, whereby Neptune Merger Sub will merge with Redfin, with Redfin surviving as a wholly owned subsidiary. Each share of Redfin common stock will be converted into 0.7926 shares of Rocket’s Class A common stock and cash payable for fractional shares, valuing the deal at $1.75 billion. Approvals needed include majority shareholder vote from Redfin, accurate representations in the agreement, and compliance with conditions like antitrust clearance. The agreement prohibits Redfin from seeking alternative proposals without conditions. Both companies’ boards have approved the agreement, and a joint press release was issued on March 10, 2025, providing details on the transaction.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000711

Filing Summary: Rocket Companies, Inc. announced its agreement to acquire Redfin Corporation, a leading digital real estate brokerage, in an all-stock transaction valued at $12.50 per share. The deal is expected to generate over $200 million in cost and revenue synergies, slated to close in the second or third quarter of 2025, pending shareholder approval and regulatory clearances. The acquisition aims to reshape the homeownership experience by combining Rocket’s mortgage solutions with Redfin’s real estate services, enabling a seamless client journey. The leaders from both companies emphasized the strategic alignment to enhance consumer engagement, integrate technology and AI, and create a modern, cost-effective homebuying process. The transaction highlights their commitment to addressing inefficiencies and boosting the market position of both firms.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000712

Filing Summary: Rocket Companies, Inc. has entered into an agreement to acquire Redfin Corporation, a leading brand in real estate, which is positioned as the largest online brokerage with 50 million monthly visitors. The acquisition aims to create an AI-driven homeownership platform by combining Rocket's services with Redfin's extensive real estate agent network. The transaction is expected to close in the second or third quarter of 2025, with both companies continuing to operate separately until that time. Key points include Rocket's focus on profitable market share growth and the cultural alignment between the two companies, which is central to their strategic vision.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000095014225000713

Filing Summary: Rocket Companies, Inc. announced a transaction involving Redfin Corporation aimed at merging the two companies. The integration is expected to create new opportunities for employees while both companies will operate independently until the transaction closes, projected for the second or third quarter of 2025. Redfin's CEO, Glenn Kelman, will continue to lead Redfin following the merger, reporting to Rocket's CEO, Varun Krishna. There will be no immediate changes to roles or reporting structures, office locations, or employee compensation as a result of the merger. Both companies emphasize a shared mission and culture focused on homeownership, with ongoing communication about the merger process expected. Investors and stockholders are encouraged to review forthcoming filings, including the SEC registration statement and proxy statement.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000714

Filing Summary: Rocket Companies, Inc. has announced its intention to acquire Redfin Corporation in a strategic agreement. The acquisition aims to leverage Redfin's substantial user base of 50 million active users to enhance Rocket's purchase strategy and create synergies in AI integration. Varun Krishna, CEO of Rocket, expressed enthusiasm over the deal, highlighting its potential to accelerate growth and provide valuable resources for mutual clients. The merger announcement signifies a significant step in Rocket's ambition to expand its market share and improve customer experiences by connecting their mortgage and real estate services. The transaction is expected to close in the second half of 2025, contingent on necessary approvals and conditions.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000162828025011458

Filing Summary: On March 9, 2025, Redfin Corporation entered into a Merger Agreement with Rocket Companies, Inc. and its subsidiary, Neptune Merger Sub, Inc. Under this agreement, Neptune Merger Sub will merge with Redfin, with Redfin surviving as a wholly owned subsidiary of Rocket. Each outstanding share of Redfin's common stock will be converted into 0.7926 shares of Rocket's Class A common stock, alongside cash for fractional shares, representing an equity value of $1.75 billion. The merger is subject to customary closing conditions, including approval from Redfin's stockholders and regulatory approvals. The agreement entails that Redfin's outstanding options and restricted stock units will be assumed by Rocket with adjustment in terms. The board of directors of both companies has unanimously approved the merger, aiming for a closing date by December 9, 2025. Significant considerations include risk factors related to transaction completion, regulatory approvals, and potential distractions from operational focuses during the merger process.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025011639

Filing Summary: On March 10, 2025, Glenn Kelman, CEO of Redfin Corporation, announced an agreement for Rocket Companies to acquire Redfin in an all-stock deal valued at $2.4 billion. The acquisition aims to combine the strengths of both companies to create a technology firm that integrates lending, brokerage, title services, and home search capabilities. The acquisition will maintain the Redfin brand while converting Redfin stock into Rocket shares at a ratio of 0.7926 Rocket shares for each Redfin share, aligning with existing vesting schedules. Rocket has expressed commitment to enhancing Redfin’s technology and operations, promising to deepen investments in staff and culture. The deal is anticipated to close in the second or third quarter of 2025, with management focused on ensuring a smooth transition and maintaining operational continuity until then. The announcement also includes mention of potential regulatory filings and the importance of stakeholder engagement throughout the process.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000162828025011642

Filing Summary: Redfin Corporation has entered into a merger agreement with Rocket Companies, Inc., in an all-stock deal valued at $2.4 billion. Under the terms of the agreement, Redfin will continue to operate independently until the transaction is finalized in the second or third quarter of 2025, at which point Redfin will become a subsidiary of Rocket. Shareholders of Redfin will receive 0.7926 shares of Rocket Class A common stock for each share of Redfin common stock they hold. The merger is contingent upon regulatory approvals and approval from a majority of Redfin's shareholders. Subsequently, Rocket will file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus detailing the transaction. Further communications have reassured stakeholders that operations remain normal during the merger process, and there will be no immediate changes to staff roles or the company's partnership agreements, notably with Zillow.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000162828025011645

Filing Summary: On March 10, 2025, Redfin Corporation presented a slide deck during a town hall meeting detailing a proposed merger with Rocket Companies, Inc. The two companies entered into a Merger Agreement on March 9, 2025. The presentation included forward-looking statements regarding the transaction, potential benefits, and associated risks. Important aspects highlighted include the expected filing of a registration statement on Form S-4 by Rocket, containing a Proxy Statement/Prospectus to be delivered to Redfin's stockholders. The document also emphasized various risks that could delay or prevent the completion of the merger, including the need for stockholder approval and legal proceedings that may arise. Investors were urged to read the forthcoming Registration Statement and related documents for detailed information on the merger and associated risks.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025011649

Filing Summary: Redfin Corporation has entered into a definitive agreement for Rocket Companies to acquire Redfin in an all-stock transaction valued at $2.4 billion. The deal is slated for completion in the second or third quarter of 2025, pending regulatory approvals and stockholder vote. Upon closure, Redfin's existing shares will be converted to Rocket's Class A common shares at an exchange ratio of 0.7926. The announcement provided reassurances regarding Redfin's operational continuity until the closure, with leadership decisions yet to be finalized. Employees' compensation and benefits will remain unchanged during this transition period. The filing indicates that Redfin will maintain its current operational structure and headquarters throughout the acquisition process. The merger includes a provision for Redfin's equity interests to be converted into Rocket shares, and specific details regarding employee compensation and benefits during the transition have been outlined as well. Regulatory clearance and stockholder approval are highlighted as critical components for moving forward with the merger. Redfin's governance and operational policies are expected to align closely with Rocket's excellence in service culture post-acquisition.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000162828025011653

Filing Summary: On March 10, 2025, Redfin Corporation announced a proposed merger with Rocket Companies. The merger is aimed at integrating Redfin's loan officers into Rocket's existing operational model, enhancing lead flow and expanding competitive compensation plans. Redfin/Bay Equity loan officers will continue receiving leads from both companies, ensuring a seamless client experience. The merger leverages Rocket's significant marketing budget and advanced technology to improve client processing and streamline operations. The agreement was finalized on March 9, 2025, with expectations for an effective registration statement and further disclosures to be made to shareholders.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000162828025011658

Filing Summary: Redfin Corporation, led by Jason Aleem, communicated a significant update regarding a proposed merger with Rocket Companies, Inc. This announcement followed the signing of a Merger Agreement on March 9, 2025. The merger is expected to enhance Redfin's capabilities by increasing customer outreach through Rocket's investment in Redfin's online audience. Key highlights include Rocket's plan to improve agent tools using AI technology, ensuring better lending services and competitive rates by retaining Bay Equity's top loan officers. The communication emphasizes the goal of providing greater opportunities for Redfin agents and their clients, while outlining various risks and forward-looking statements related to the merger, such as regulatory approvals and market impacts. Redfin and Rocket plan to file a Registration Statement with the SEC that will include a Proxy Statement/Prospectus for their stockholders. Investors are encouraged to monitor these filings for important transaction information.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000162828025011659

Filing Summary: On March 10, 2025, Redfin Corporation made a social media post regarding its proposed merger with Rocket Companies, Inc., following a merger agreement entered into on March 9, 2025. The announcement highlighted several forward-looking statements about the anticipated benefits of the transaction, including future financial performance, operational synergies, and the issuance of Rocket's common stock. Key risks related to the transaction were outlined, such as potential delays, the need for stockholder approvals, and the impact on management and employee relations. The post noted that Rocket intends to file a registration statement on Form S-4 and a proxy statement with the SEC, which will include further details about the merger. The communication emphasized the importance for investors and securityholders to review these documents once available for critical information regarding the transaction.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000162828025011457

Filing Summary: On March 9, 2025, Redfin Corporation entered into a Merger Agreement with Rocket Companies, Inc., and its wholly owned subsidiary, Neptune Merger Sub, Inc. The agreement stipulates that Merger Sub will merge with Redfin, with Redfin continuing as a wholly owned subsidiary of Rocket. Each outstanding share of Redfin's common stock will convert into the right to receive 0.7926 shares of Rocket's Class A common stock, with a total equity value of $1.75 billion. The completion of the transaction is contingent upon several regulatory and shareholder approvals, including confirmation that the merger qualifies as a tax-free reorganization. The boards of directors of both companies have unanimously approved the deal and recommended it to Redfin's shareholders. The agreement includes customary terms, representations, warranties, and conditions for closing, as well as covenants that restrict Redfin from soliciting alternative acquisition proposals. If the merger is not completed by December 9, 2025, either party may terminate the agreement. Additionally, a joint press release was issued on March 10, 2025, announcing the merger.