Basic Stats
| LEI | 549300KD8C6DPXYC2M26 |
| CIK | 933136 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mr. Cooper Group Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| September 3, 2025 |
Mr. Cooper Group Inc. Stockholders Approve Merger Agreement with Rocket Companies, Inc. EX-99.1 Exhibit 99.1 Mr. Cooper Group Inc. Stockholders Approve Merger Agreement with Rocket Companies, Inc. Dallas, TX (September 3, 2025) - Mr. Cooper Group Inc. (NASDAQ: COOP) (“Mr. Cooper” or the “Company”) today announced that at a special meeting of Company stockholders held earlier today, its stockholders voted to adopt the Company’s merger agreement with Rocket Companies, Inc. (“Rocket”) ( |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 Mr. Cooper Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-14667 91-1653725 (State or other jurisdiction of incorporation or organizat |
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| August 22, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 Mr. Cooper Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-14667 91-1653725 (State or other jurisdiction of (Commission (I.R.S. Empl |
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| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 Mr. Cooper Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-14667 91-1653725 (State or other jurisdiction of (Commission (I.R.S. Employer |
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| August 1, 2025 |
Filed by Rocket Companies, Inc. FORM 8-K Filed by Rocket Companies, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 The following are excerpts from the transcript of the earnings call held by Rocket Companies, Inc. (“Rocket”) regarding its seco |
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| July 31, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| July 23, 2025 |
Exhibit 10.2 AMENDMENT NUMBER FIVE to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of September 29, 2017, as amended and restated to and including April 3, 2023, between NATIONSTAR MORTGAGE LLC and CITIBANK, N.A. This AMENDMENT NUMBER FIVE (“Amendment Number Five”) is made this 4th day of April, 2025 (the “Amendment Effective Date”), between NATIONSTAR MORTGAGE LLC (“Borrow |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group Inc. |
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| July 23, 2025 |
MR. COOPER GROUP REPORTS SECOND QUARTER 2025 RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE MR. COOPER GROUP REPORTS SECOND QUARTER 2025 RESULTS • Reported net income of$198 million including other mark-to-market of$30 million, equivalent to ROCE of 15.9% and operating ROTCE of 17.2% • Servicing portfolio grew 25% y/y to $1,509 billion • Subsequent to quarter-end, launched MSR Fund with initial $200 million commitment • Recognized by Great Place to Work |
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| July 23, 2025 |
Exhibit 10.1 AMENDMENT NO. 10 TO MORTGAGE LOAN PARTICIPATION SALE AGREEMENT Amendment No. 10 to the Mortgage Loan Participation Sale Agreement, dated as of June 24, 2025 (this “Amendment”) is between JPMorgan Chase Bank, National Association (the “Purchaser”) and Nationstar Mortgage LLC (the “Seller”). RECITALS The parties hereto are parties to that certain (i) Mortgage Loan Participation Sale Agr |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 23, 2025 Date of report Mr. |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2025 (June 4, 2025) Mr. |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2025 (June 4, 2025) Mr. |
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| May 22, 2025 |
Submission of Matters to a Vote of Security Holders `UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 22, 2025 Date of report Mr. |
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| May 9, 2025 |
Filed by Rocket Companies, Inc. FORM 8-K Filed by Rocket Companies, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Redfin Corporation, Mr. Cooper Group Inc. Commission File No.: 001-14667 The following are excerpts from the transcript of the earnings call held by Rocket Companies, Inc. (“Rocket” |
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| April 23, 2025 |
Exhibit 10.3 AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT among JPMorgan Chase Bank, National Association, as Buyer Nationstar Sub 1J LLC, as Seller Nationstar 1J Trust, as Asset Subsidiary Nationstar REO Sub 1J LLC, as REO Subsidiary and Nationstar Mortgage LLC, as Guarantor and Nationstar Servicer Dated March 27, 2025 TABLE OF CONTENTS Page Section 1. Applicability iv Section 2. Transaction |
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| April 23, 2025 |
MR. COOPER GROUP REPORTS FIRST QUARTER 2025 RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE MR. COOPER GROUP REPORTS FIRST QUARTER 2025 RESULTS • Reported net income of $88 million including other mark-to-market of ($82) million, equivalent to ROCE of 7.3% and operating ROTCE of 16.8% • Servicing portfolio grew 33% y/y to $1,514 billion • Won 2024 Fannie Mae Star Award • Announced combination with Rocket Companies Dallas, TX (April 23, 2025) - Mr. Coope |
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| April 23, 2025 |
Exhibit 10.1 AMENDMENT NUMBER EIGHT to the Third Amended and Restated Master Repurchase Agreement Dated as of August 31, 2020 between BANK OF AMERICA, N.A. and NATIONSTAR PARTICIPATION SUB 1BM LLC and acknowledged and agreed to by NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER EIGHT (this “Amendment”) is made as of this 13th day of March, 2025, by and among Bank of America, N.A. (“Buyer”), Nationst |
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| April 23, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 23, 2025 Date of report Mr. |
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| April 23, 2025 |
425 Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: April 23, 2025 The following are excerpts from the transcript of the earnings call held by Mr. Cooper regarding its first quarter 2025 earnings he |
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| April 23, 2025 |
Exhibit 10.2 Master Repurchase Agreement September 1996 Version Dated as of: March 27, 2025 Between: Barclays Bank PLC (the “Buyer”) And: Nationstar Mortgage LLC (the “Seller”) 1.Applicability From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of fund |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group Inc |
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| April 10, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Pr |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Co |
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| April 10, 2025 |
Filed by Mr. Cooper Group Inc. Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: April 10, 2025 The following provides the transcript from Mr. Cooper’s Core Value Awards held on April 10, 2025 for parts relating to the discussion o |
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| April 9, 2025 |
Filed by Mr. Cooper Group Inc. Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: April 9, 2025 The following are client talking points and sample client email provided to Mr. Cooper employees on April 9, 2025. Clydesdale 2025 Subse |
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| April 9, 2025 |
HANDLING TRIGGER LEADS WITH COMPETITORS 425 Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: April 9, 2025 The following are customer talking points provided to Mr. Cooper employees on April 9, 2025. Mr. Cooper: Direct-to-Consumer Customer |
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| April 7, 2025 |
Filed by Mr. Cooper Group Inc. 425 Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: April 4, 2025 The following is an email sent from Varun Krishna, the Chief Executive Officer of Rocket Companies, Inc., to employees of Mr. Cooper |
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| April 4, 2025 |
Filed by Rocket Companies, Inc. FORM 8-K Filed by Rocket Companies, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 The following is an email sent from Varun Krishna, the Chief Executive Officer of Rocket Companies, Inc., to employees of Mr. Co |
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| April 1, 2025 |
EX-2.1 2 d925043dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of March 31, 2025 among ROCKET COMPANIES, INC., MAVERICK MERGER SUB, INC., MAVERICK MERGER SUB 2, LLC and MR. COOPER GROUP INC. TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Governing Documents of Maverick Surviving Corporation and Forward Surviving Company 3 Section 1.3 Gov |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Mr. Cooper Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-14667 91-1653725 (State or other jurisdiction of incorporation or organization |
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| April 1, 2025 |
Mr. Cooper Group Inc. Change in Control Executive Severance Plan Exhibit 10.1 MR. COOPER GROUP INC CHANGE IN CONTROL EXECUTIVE SEVERANCE PLAN This Change in Control Executive Severance Plan (this “Plan”), as adopted by the Board of Directors (the “Board”) of Mr. Cooper Group Inc., a Delaware corporation (the ‘Company”), is effective as of March 31, 2025. SECTION 1 DEFINITIONS Certain terms used herein have the definitions given to them in the first place in whi |
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| April 1, 2025 |
Filed by Mr. Cooper Group Inc. Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: April 1, 2025 The following email was distributed to B2B clients of Mr. Cooper on April 1, 2025 Valued Client, I wanted to share that on Monday, March |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Mr. Cooper Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-14667 91-1653725 (State or other jurisdiction of incorporation or organization |
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| March 31, 2025 |
Filed by Mr. Cooper Group Inc. Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: March 31, 2025 The following transcript of a telephone message was made available to those who called Mr. Cooper’s customer number beginning on March |
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| March 31, 2025 |
Filed by Rocket Companies, Inc. FORM 8-K Filed by Rocket Companies, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 The following is a LinkedIn post made by Rocket Companies, Inc. on March 31, 2025. Cautionary Statement Regarding Forward-Lookin |
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| March 31, 2025 |
Filed by Mr. Cooper Group Inc. Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: March 31, 2025 The following email was sent to clients and other stakeholders of Mr. Cooper on March 31, 2025. [Name], I wanted to share that this mor |
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| March 31, 2025 |
Mr. Cooper, America’s Largest Servicer, Joins Rocket, the Nation’s Largest Lender EXHIBIT 99.1 Mr. Cooper, America’s Largest Servicer, Joins Rocket, the Nation’s Largest Lender · Combined company to service more than $2.1 trillion in loan volume · Integrating Rocket’s originations-servicing recapture flywheel with Mr. Cooper’s servicing platform will drive down costs and improve the experience for the companies’ nearly 10 million combined clients, representing one in every six |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Mr. Cooper Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-14667 91-1653725 (State or other jurisdiction of incorporation or organization |
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| March 31, 2025 |
Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: March 31, 2025 The following Questions and Answers were posted on Mr. Cooper’s internal website on March 31, 2025. Team Member Questions and Answers O |
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| March 31, 2025 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) March 31, 2025 Rocket Companies, Inc. |
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| March 31, 2025 |
Exhibit 99.1 Rocket Companies to acquire Mr. Cooper Accelerating the mission to help everyone home. March 31, 2025 Disclaimer Important Information for Investors and Stockholders In connection with the proposed transaction, Rocket will file with the SEC the Registration Statement on Form S-4, containing the Joint Proxy and Information Statement/Prospectus. After the Registration Statement has been |
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| March 31, 2025 |
EXHIBIT 10.1 DAN GILBERT March 31, 2025 Rocket Companies, Inc. 1050 Woodward Avenue Detroit, MI 48226 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of March 31, 2025 (the “Merger Agreement”), by and among Rocket Companies, Inc., a Delaware corporation (“Cavalier”), Maverick Merger Sub, Inc., a newly formed Delaware corporation and direct, wholly-owned Subsid |
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| March 31, 2025 |
Filed by Rocket Companies, Inc. Filed by Rocket Companies, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 The following is an email sent from Varun Krishna, the Chief Executive Officer of Rocket Companies, Inc., to employees of Rocket on March |
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| March 31, 2025 |
Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: March 31, 2025 The following email was distributed to customers of Mr. Cooper on March 31, 2025. CUSTOMER EMAIL: SL: We have an exciting announcement. |
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| March 31, 2025 |
EXHIBIT 99.2 Rocket Companies to acquire Mr. Cooper Accelerating the mission to help everyone home. March 31, 2025 Disclaimer Important Information for Investors and Stockholders In connection with the proposed transaction, Rocket will file with the SEC the Registration Statement on Form S-4, containing the Joint Proxy and Information Statement/Prospectus. After the Registration Statement has been |
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| March 31, 2025 |
Filed by Rocket Companies, Inc. Filed by Rocket Companies, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 The following is a transcript for the investor call delivered by Varun Krishna, the Chief Executive Officer of Rocket Companies, Inc. (“R |
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| March 31, 2025 |
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated as of March 31, 2025 among ROCKET COMPANIES, INC., MAVERICK MERGER SUB, INC., MAVERICK MERGER SUB 2, LLC and MR. COOPER GROUP INC. TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Governing Documents of Maverick Surviving Corporation and Forward Surviving Company 3 Section 1.3 Governance Matters; Directors and Offic |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Mr. Cooper Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-14667 91-1653725 (State or other jurisdiction of incorporation or organization |
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| March 31, 2025 |
Mr. Cooper, America’s Largest Servicer, Joins Rocket, the Nation’s Largest Lender Exhibit 99.2 . Mr. Cooper, America’s Largest Servicer, Joins Rocket, the Nation’s Largest Lender • Combined company to service more than $2.1 trillion in loan volume • Integrating Rocket’s originations-servicing recapture flywheel with Mr. Cooper’s servicing platform will drive down costs and improve the experience for the companies’ nearly 10 million combined clients, representing one in every si |
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| March 31, 2025 |
Filed by Rocket Companies, Inc. FORM 8-K Filed by Rocket Companies, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 The following are talking points for a video message delivered by Varun Krishna, the Chief Executive Officer of Rocket Companies |
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| March 31, 2025 |
Filed by Rocket Companies, Inc. Filed by Rocket Companies, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 The following is a LinkedIn post made by Varun Krishna, the Chief Executive Officer of Rocket Companies, Inc., on March 31, 2025. Caution |
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| March 31, 2025 |
425 1 d859458d425.htm 425 Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: March 31, 2025 The following Web Banner and Blog with related FAQ was posted to Mr. Cooper’s website at www.mrcooper.com on |
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| March 31, 2025 |
Filed by Mr. Cooper Group Inc. Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: March 31, 2025 The following email was sent by Jay Bray, the Chairman and Chief Executive Officer of Mr. Cooper, to employees of Mr. Cooper on March 3 |
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| March 31, 2025 |
Filed by Mr. Cooper Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 Date: March 31, 2025 The following is a transcript of a video message by Jay Bray, the Chairman and Chief Executive Officer of Mr. Cooper, which was posted |
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| March 31, 2025 |
Filed by Rocket Companies, Inc. FORM 8-K Filed by Rocket Companies, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mr. Cooper Group Inc. Commission File No.: 001-14667 The following set of Frequently Asked Questions were distributed by Rocket Companies, Inc. to employees of Rocket on March 31, 2 |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Mr. Cooper Group Inc. (Ex |
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| February 20, 2025 |
dated as of February 19, 2025, the Company and Christopher Marshall Exhibit 10.81 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) dated as of February 19, 2025 (the “Effective Date”), is by and between Mr. Cooper Group Inc. (the “Company”), having a principal place of business at 8950 Cypress Waters Blvd., Coppell, TX 75019, and Christopher Marshall, whose principal residence is located in Dallas, Texas (the “Consultant,” and together with the Co |
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| February 20, 2025 |
Exhibit 10.61 AMENDMENT NUMBER SEVEN to the Third Amended and Restated Master Repurchase Agreement Dated as of August 31, 2020 between BANK OF AMERICA, N.A. and NATIONSTAR PARTICIPATION SUB 1BM LLC and acknowledged and agreed to by NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER SEVEN (this “Amendment”) is made as of this 18th day of October, 2024, by and among Bank of America, N.A. (“Buyer”), Natio |
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| February 20, 2025 |
Form of 2025 Performance Stock Unit Agreement Exhibit 10.93 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE MR. COOPER GROUP INC. 2019 OMNIBUS INCENTIVE PLAN Mr. Cooper Group Inc. (the “Company”), pursuant to its 2019 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant the number of Performance Stock Units set forth below. The Performance Stock Units are subject to all of th |
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| February 20, 2025 |
Exhibit 4.1 DESCRIPTION OF COMMON STOCK The following is a general description of Mr. Cooper Group Inc.’s common stock and does not purport to be complete. This summary is subject to the Delaware General Corporation Law and the complete text of our Amended and Restated Certificate of Incorporation (“Charter”) and Amended and Restated Bylaws (“Bylaws”) filed as Exhibits 3.1 and 3.2, respectively, a |
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| February 20, 2025 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of Registrant Subsidiaries Jurisdiction of Organization Nationstar Mortgage Holdings Inc. Delaware Nationstar Sub1 LLC Delaware Nationstar Mortgage LLC Delaware |
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| February 20, 2025 |
Insider Trading Compliance Program Exhibit 19 MR. COOPER GROUP INC. INSIDER TRADING COMPLIANCE PROGRAM Dated as of February 9, 2021 In order to take an active role in the prevention of insider trading violations by the officers, directors, employees and other related individuals of Mr. Cooper Group Inc. (the “Company”) and its subsidiaries, the Company has adopted the policies and procedures described in this memorandum. I.Adoption |
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| February 12, 2025 |
MR. COOPER GROUP REPORTS FOURTH QUARTER 2024 RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE MR. COOPER GROUP REPORTS FOURTH QUARTER 2024 RESULTS • Reported net income of $204 million including other mark-to-market of $92 million, equivalent to ROCE of 17.3% and operating ROTCE of 15.8% • Book value per share and tangible book value per share increased to $75.70 and $71.61 • Servicing portfolio grew 57% y/y to $1,556 billion • Repurchased 0.4 million sha |
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| February 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 12, 2025 Date of report Mr. |
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| February 5, 2025 |
`UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 5, 2025 (January 31, 2025) Date of report (Date of earliest event reported) Mr. |
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| January 16, 2025 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| January 16, 2025 |
Unaudited Pro Forma Condensed Combined Financial Statements Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial Statements The following table shows unaudited pro forma condensed combined financial statements about the financial condition and results of operations, including per share data, after giving effect to the acquisition of certain mortgage operation assets of Flagstar Bank, N.A. (“Flagstar”) by Mr. Cooper Group. Inc. (“Mr. Cooper) (the “ |
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| January 16, 2025 |
Exhibit 99.2 Table of Contents Abbreviated financial statements as of September 30, 2024 and December 31, 2023 Abbreviated Interim Financial Statements 2 Abbreviated Statements of Assets Acquired and Liabilities Assumed at September 30, 2024 (unaudited) and December 31, 2023 2 Abbreviated Statements of Revenues and Direct Expenses - For the nine months ended September 30, 2024 (unaudited) and year |
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| January 16, 2025 |
Exhibit 99.1 Table of Contents Abbreviated financial statements as of and for the year ended December 31, 2023 Independent Auditors Report 2 Abbreviated Financial Statements 4 Abbreviated Statement of Assets Acquired and Liabilities Assumed as of December 31, 2023 4 Abbreviated Statement of Revenues and Direct Expenses for the year ended December 31, 2023 5 Notes to Abbreviated Financial Statement |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 10, 2025 (January 9, 2025) Mr. |
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| January 10, 2025 |
Mr. Cooper Group Announces Leadership Transition at Xome Exhibit 99.1 Mr. Cooper Group Announces Leadership Transition at Xome Dallas, Texas – (January 9, 2025) – Mr. Cooper Group Inc. (NASDAQ: COOP) announced today that Mike Rawls, Chief Executive Officer of Xome®, plans to retire effective June 30, 2025, and Chris Marshall, former Vice Chairman and President at Mr. Cooper, will join Xome to lead its operations. Rawls and Marshall will work together ov |
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| December 16, 2024 |
Exhibit 99.1 Mr. Cooper Group Adds Former Fannie Mae Executive and Industry Veteran Andrew Bon Salle to Board of Directors Dallas, Texas – (December 16, 2024) – Mr. Cooper Group Inc. (NASDAQ: COOP) announced today the appointment of Andrew Bon Salle to its board of directors, effective January 1, 2025. Bon Salle brings more than 30 years of experience in capital markets, risk management, securitiz |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 16, 2024 (December 12, 2024) Mr. |
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| November 6, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2024 (October 31, 2024) Mr. |
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| November 6, 2024 |
Mr. Cooper Completes Acquisition of Flagstar’s Mortgage Operations Exhibit 99.1 FOR IMMEDIATE RELEASE Mr. Cooper Completes Acquisition of Flagstar’s Mortgage Operations DALLAS, TX (November 1, 2024) – Mr. Cooper Group Inc. (“Mr. Cooper”) announced today that it has closed the previously announced acquisition of Flagstar Bank N.A. (“Flagstar”)’s mortgage operations. The transaction included acquisition of MSRs, advances, subservicing contracts, and Flagstar’s thir |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2024 Mr. |
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| October 23, 2024 |
Exhibit 10.1 AMENDMENT NO. 22 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT This Amendment Number Twenty-One (this “Amendment”) is made as of September 30, 2024, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Second Amended and Restated Master Repurchase Agreement, dated as of January 29, 2016 (as amended by that cert |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group |
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| October 23, 2024 |
Exhibit 10.3 BASE INDENTURE NATIONSTAR GNMA TRUST, as Issuer and CITIBANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and NATIONSTAR MORTGAGE LLC, as Servicer and Administrator and GOLDMAN SACHS BANK USA, as Administrative Agent and PENTALPHA SURVEILLANCE LLC, as Credit Manager Dated as of July 31, 2024 NATIONSTAR GNMA TRUST MSR COLLATERALIZED NOTES, IS |
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| October 23, 2024 |
MR. COOPER GROUP REPORTS THIRD QUARTER 2024 RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE MR. COOPER GROUP REPORTS THIRD QUARTER 2024 RESULTS • Reported net income of $80 million including other mark-to-market of ($126) million, equivalent to ROCE of 6.9% and operating ROTCE of 16.8% • Book value per share and tangible book value per share increased to $72.49 and $69.93 • Servicing portfolio grew 32% y/y to $1,239 billion • Repurchased 0.5 million sha |
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| October 23, 2024 |
Exhibit 10.2 AMENDMENT NUMBER SIX to the AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of April 3, 2023 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER SIX (this “Amendment”) is made as of September 30, 2024, by and between Barclays Bank PLC (“Lender”) and Nationstar Mortgage LLC (“Borrower”), to that certain Amended and Restated Loan and Security Agreement, |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2024 Mr. |
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| August 1, 2024 |
Exhibit 4.1 NATIONSTAR MORTGAGE HOLDINGS INC. as Issuer, THE GUARANTORS PARTY HERETO, and COMPUTERSHARE TRUST COMPANY, N.A. as Trustee, INDENTURE Dated as of August 1, 2024 $750,000,000 6.500% Senior Notes Due 2029 Table of Contents Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.01 Rules of Construction 1 SECTION 1.02 Definitions 2 SECTION 1.03 Compliance Cert |
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| July 30, 2024 |
Mr. Cooper Group Inc. Announces Pricing of Offering of $750 Million of Senior Notes Exhibit 99.1 Mr. Cooper Group Inc. Announces Pricing of Offering of $750 Million of Senior Notes DALLAS—(BUSINESS WIRE)—July 29, 2024-Mr. Cooper Group Inc. (NASDAQ: COOP) (“Mr. Cooper”) announced the pricing of an offering by Nationstar Mortgage Holdings Inc., a direct wholly-owned subsidiary of Mr. Cooper (“Nationstar”), of $750,000,000 6.500% Senior Notes due 2029 (the “Notes”). The Notes will b |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 29, 2024 Mr. |
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| July 26, 2024 |
Exhibit 2.2 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. AGREEMENT FOR THE BULK PURCHASE AND SALE OF MORTGAGE SERVICING RIGHTS Dated as of July 24, 2024 by and between Nationstar Mortgage LLC as Purchaser and Flagstar Bank N.A. as Seller |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group Inc. |
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| July 26, 2024 |
Exhibit 10.1 AMENDMENT NO. 9 TO MORTGAGE LOAN PARTICIPATION SALE AGREEMENT Amendment No. 9 to the Mortgage Loan Participation Sale Agreement, dated as of June 26, 2024 (this “Amendment”) is between JPMorgan Chase Bank, National Association (the “Purchaser”) and Nationstar Mortgage LLC (the “Seller”). RECITALS The parties hereto are parties to that certain (i) Mortgage Loan Participation Sale Agree |
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| July 26, 2024 |
Exhibit 10.4 AMENDMENT NUMBER FOUR to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of September 29, 2017, as amended and restated to and including April 3, 2023, between NATIONSTAR MORTGAGE LLC and CITIBANK, N.A. This AMENDMENT NUMBER FOUR (“Amendment Number Four”) is made this 10th day of May, 2024 (the “Amendment Effective Date”), between NATIONSTAR MORTGAGE LLC (“Borrowe |
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| July 26, 2024 |
Exhibit 2.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. ASSET PURCHASE AGREEMENT by and between NATIONSTAR MORTGAGE LLC, as Purchaser, and FLAGSTAR BANK, N.A., as Seller July 24, 2024 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEME |
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| July 26, 2024 |
Exhibit 10.3 AMENDMENT NUMBER THREE to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of September 29, 2017, as amended and restated to and including April 3, 2023, between NATIONSTAR MORTGAGE LLC and CITIBANK, N.A. This AMENDMENT NUMBER THREE (“Amendment Number Three”) is made this 10th day of April, 2024, between NATIONSTAR MORTGAGE LLC (“Borrower”) and CITIBANK, N.A. (“Len |
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| July 26, 2024 |
Exhibit 10.2 AMENDMENT NUMBER FIVE to the AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of April 3, 2023 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER FIVE (this “Amendment”) is made as of June 28, 2024, by and between Barclays Bank PLC (“Lender”) and Nationstar Mortgage LLC (“Borrower”), to that certain Amended and Restated Loan and Security Agreement, da |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2024 Mr. |
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| July 25, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE MR. COOPER GROUP REPORTS SECOND QUARTER 2024 RESULTS AND ANNOUNCES ACQUISITION OF MORTGAGE OPERATIONS FROM FLAGSTAR • Reported net income of $204 million including other mark-to-market of $68 million, equivalent to ROCE of 18.1% and operating ROTCE of 15.3% • Book value per share and tangible book value per share increased to $71.24 and $68.67 • Servicing portfol |
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| May 24, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 23, 2024 Date of Report Mr. |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| April 24, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 24, 2024 Mr. |
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| April 24, 2024 |
Exhibit 10.1 AMENDMENT NUMBER SIX to the Third Amended and Restated Master Repurchase Agreement Dated as of August 31, 2020 between BANK OF AMERICA, N.A. and NATIONSTAR PARTICIPATION SUB 1BM LLC and acknowledged and agreed to by NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER SIX (this “Amendment”) is made as of this 30th day of January, 2024, by and among Bank of America, N.A. (“Buyer”), Nationstar |
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| April 24, 2024 |
MR. COOPER GROUP REPORTS FIRST QUARTER 2024 RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE MR. COOPER GROUP REPORTS FIRST QUARTER 2024 RESULTS • Reported net income of $181 million including other mark-to-market of $42 million, equivalent to ROCE of 16.7% and operating ROTCE of 14.5% • Book value per share and tangible book value per share increased to $68.06 and $65.48 • Servicing portfolio grew 33% y/y to $1,136 billion • Repurchased 0.5 million shar |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group Inc |
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| April 24, 2024 |
Exhibit 10.2 AMENDMENT NUMBER FOUR to the AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of April 3, 2023 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER FOUR (this “Amendment”) is made as of March 29, 2024, by and between Barclays Bank PLC (“Lender”) and Nationstar Mortgage LLC (“Borrower”), to that certain Amended and Restated Loan and Security Agreement, d |
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| April 11, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Pr |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Co |
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| February 28, 2024 |
Exhibit 10.59 AMENDMENT NUMBER THREE to the AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of April 3, 2023 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER THREE (this “Amendment”) is made as of October 6, 2023, by and between Barclays Bank PLC (“Lender”) and Nationstar Mortgage LLC (“Borrower”), to that certain Amended and Restated Loan and Security Agreemen |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Mr. Cooper Group Inc. (Ex |
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| February 28, 2024 |
Exhibit 10.46 AMENDMENT NO. 21 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT This Amendment Number Twenty-One (this “Amendment”) is made as of October 6, 2023, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Second Amended and Restated Master Repurchase Agreement, dated as of January 29, 2016 (as amended by that certai |
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| February 28, 2024 |
Exhibit 10.55 AMENDMENT NUMBER FIVE to the Third Amended and Restated Master Repurchase Agreement Dated as of August 31, 2020 between BANK OF AMERICA, N.A. and NATIONSTAR PARTICIPATION SUB 1BM LLC and acknowledged and agreed to by NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER FIVE (this “Amendment”) is made as of this 20th day of October, 2023, by and among Bank of America, N.A. (“Buyer”), Nations |
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| February 28, 2024 |
Exhibit 97 MR. COOPER GROUP INC. Incentive Compensation Clawback Policy (As Adopted on October 24, 2023 Pursuant to Nasdaq Rule 5608) 1.Overview. The Board of Directors (the “Board”) of Mr. Cooper Group Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive-based compensation in accordance with the terms herein |
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| February 28, 2024 |
Form of 2024 Performance Stock Unit Agreement Exhibit 10.76 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE MR. COOPER GROUP INC. 2019 OMNIBUS INCENTIVE PLAN Mr. Cooper Group Inc. (the “Company”), pursuant to its 2019 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant the number of Performance Stock Units set forth below. The Performance Stock Units are subject to all of th |
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| February 28, 2024 |
Exhibit 4.2 DESCRIPTION OF COMMON STOCK The following description of Mr. Cooper Group Inc.’s common stock is a summary. This summary is subject to the General Corporation Law of the State of Delaware and the complete text of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws filed as Exhibits 3.1 and 3.2, respectively, to its Annual Report on Form 10-K. We encour |
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| February 28, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of Registrant Subsidiaries Jurisdiction of Organization Nationstar Mortgage Holdings Inc. Delaware Nationstar Sub1 LLC Delaware Nationstar Mortgage LLC Delaware |
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| February 13, 2024 |
COOP / Mr. Cooper Group Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01490-mrcoopergroupinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Mr Cooper Group Inc Title of Class of Securities: Common Stock CUSIP Number: 62482R107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designa |
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| February 9, 2024 |
Mr. Cooper Group Reports Fourth Quarter 2023 Results Exhibit 99.1 Mr. Cooper Group Reports Fourth Quarter 2023 Results Reported net income of $46 million including other mark-to-market loss of $41 million, equivalent to ROCE of 4.3% and operating ROTCE of 11.1% Book value per share and tangible book value per share increased to $66.29 and $63.67 Servicing portfolio grew 14% y/y to $992 billion Repurchased 1.3 million shares of common stock for $72 m |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 9, 2024 Mr. |
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| February 1, 2024 |
Exhibit 4.1 Execution Version NATIONSTAR MORTGAGE HOLDINGS INC. as Issuer, THE GUARANTORS PARTY HERETO, and COMPUTERSHARE TRUST COMPANY, N.A. as Trustee, INDENTURE Dated as of February 1, 2024 $1,000,000,000 7.125% Senior Notes Due 2032 Table of Contents Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.01 Rules of Construction 1 SECTION 1.02 Definitions 2 SECTIO |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 1, 2024 Mr. |
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| January 30, 2024 |
Mr. Cooper Group Inc. Announces Pricing of Offering of $1 Billion of Senior Notes Exhibit 99.1 Mr. Cooper Group Inc. Announces Pricing of Offering of $1 Billion of Senior Notes DALLAS—(BUSINESS WIRE)—January 29, 2024-Mr. Cooper Group Inc. (NASDAQ: COOP) (“Mr. Cooper”) announced the pricing of an offering by Nationstar Mortgage Holdings Inc., a direct wholly-owned subsidiary of Mr. Cooper (“Nationstar”), of $1,000,000,000 7.125% Senior Notes due 2032 (the “Notes”). The Notes wil |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2024 Mr. |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2024 Mr. |
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| January 9, 2024 |
Mr. Cooper Group Appoints Mike Weinbach as President Exhibit 99.1 Mr. Cooper Group Appoints Mike Weinbach as President DALLAS-(BUSINESS WIRE)-January 9, 2024-Mr. Cooper Group Inc. (NASDAQ: COOP) announced today the appointment of Mike Weinbach as President, effective February 1, 2024, with responsibility for leading the Company’s operations, including Originations, Servicing and Technology. With more than 25 years' experience in the financial servic |
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| January 9, 2024 |
Employment Agreement, dated December 7, 2023, between the Company and Michael Weinbach Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), effective as of February 1, 2024 (the “Effective Date”), is by and between Mr. Cooper Group Inc. (the “Company”), having a principal place of business at 8950 Cypress Waters Blvd., Coppell, TX 75019, and Michael Weinbach, whose principal residence is located at 17 Pryer Lane, Larchmont, NY 10538 (the “Executive,” and to |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 9, 2024 (December 7, 2023) Mr. |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of the earliest event reported): November 2, 2023 Mr. |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of the earliest event reported): November 2, 2023 Mr. |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2023 (October 31, 2023) Mr. |
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| October 25, 2023 |
Exhibit 10.2 EMPLOYMENT AND TRANSITION AGREEMENT This Employment and Transition Agreement (the “Agreement”), effective as of October 24, 2023 (the “Effective Date”), is by and between Mr. Cooper Group Inc. (the “Company”), having a principal place of business at 8950 Cypress Waters Blvd., Coppell, TX 75019, and Christopher Marshall, whose principal residence is located in Dallas, Texas (the “Exec |
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| October 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group |
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| October 25, 2023 |
Form of Value-Driver Retention and Performance Award Agreement and Grant Notice (Bray) Exhibit 10.4 VALUE-DRIVER RETENTION AND PERFORMANCE AWARD GRANT NOTICE UNDER THE MR. COOPER GROUP INC. 2019 OMNIBUS INCENTIVE PLAN Mr. Cooper Group Inc. (the “Company”), pursuant to its 2019 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant the number of Restricted Stock Units and Performance Stock Units set forth below. The |
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| October 25, 2023 |
Mr. Cooper Group Reports Third Quarter 2023 Results Exhibit 99.1 Mr. Cooper Group Reports Third Quarter 2023 Results Reported total net income of $275 million, equivalent to ROCE of 26.2% Book value per share and tangible book value per share increased to $65.38 and $62.78 Servicing UPB grew 10% y/y to $937 billion, establishing Mr. Cooper as the nation’s largest servicer Repurchased 1.0 million shares of common stock for $58 million Closed acquisi |
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| October 25, 2023 |
Exhibit 10.1 AMENDMENT NUMBER TWO to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of September 29, 2017, as amended and restated to and including April 3, 2023, between NATIONSTAR MORTGAGE LLC and CITIBANK, N.A. This AMENDMENT NUMBER TWO (“Amendment Number Two”) is made this 11th day of August, 2023 (the “Amendment Effective Date”), between NATIONSTAR MORTGAGE LLC (“Borrowe |
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| October 25, 2023 |
Exhibit 10.3 EMPLOYMENT AND RETENTION AGREEMENT This Employment and Retention Agreement (the “Agreement”), effective as of October 24, 2023 (the “Effective Date”), is by and between Mr. Cooper Group Inc. (the “Company”), having a principal place of business at 8950 Cypress Waters Blvd., Coppell, TX 75019, and Jesse K. Bray, whose principal residence is located in Colleyville, Texas (the “Executiv |
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| October 25, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2023 Mr. |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2023 Mr. |
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| August 1, 2023 |
EX-4.3 Exhibit 4.3 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 1, 2023, by HPC Insurance Agency, LLC, a Michigan limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of the Issuer. W I T N E S S E T H WHEREAS, the Issuer and Guarantors have heretofore executed and delivered to Computershare Trust Company, N.A. (f/ |
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| August 1, 2023 |
EX-4.5 Exhibit 4.5 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 1, 2023, by HPC Insurance Agency, LLC, a Michigan limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of the Issuer. W I T N E S S E T H WHEREAS, the Issuer and Guarantors have heretofore executed and delivered to Computershare Trust |
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| August 1, 2023 |
EX-4.4 Exhibit 4.4 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 1, 2023, by HPC Insurance Agency, LLC, a Michigan limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of the Issuer. W I T N E S S E T H WHEREAS, the Issuer and Guarantors have heretofore executed and delivered to Computershare Trust Company, N.A. (f/ |
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| August 1, 2023 |
EX-99.(A)(1)(J) Exhibit (a)(1)(J) FOR IMMEDIATE RELEASE Mr. Cooper Completes Acquisition of Home Point DALLAS, TX (August 1, 2023) – Mr. Cooper Group Inc. (“Mr. Cooper”) announced today that it has successfully acquired Home Point Capital Inc. (“Home Point”). Mr. Cooper Chairman and CEO Jay Bray commented, “This acquisition adds scale to our platform, bringing us closer to our $1 trillion strategi |
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| August 1, 2023 |
EX-4.1 Exhibit 4.1 Execution Version HOME POINT CAPITAL INC. as Issuer, THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of January 19, 2021 5.000% Senior Notes Due 2026 Execution Version TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Rules of Construction 46 Section 1.03. Limited Condit |
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| August 1, 2023 |
EX-4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 1, 2023, among Nationstar Mortgage Holdings Inc., a Delaware corporation (as successor-in-interest to Home Point Capital Inc.) (the “Issuer”), Mr. Cooper Group Inc., a Delaware corporation, Harwood Insurance Services, LLC, a California limited liability compa |
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| August 1, 2023 |
EX-4.6 Exhibit 4.6 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 1, 2023, by HPC Insurance Agency, LLC, a Michigan limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of the Issuer. W I T N E S S E T H WHEREAS, the Issuer and Guarantors have heretofore executed and delivered to Computershare Trust |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) HOME POINT CAPITAL INC. (Name of Subject Company) HEISMAN MERGER SUB, INC. (Offeror) MR. COOPER GROUP INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.0000000072 per |
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| July 28, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) HOME POINT CAPITAL INC. (Name of Subject Company) HEISMAN MERGER SUB, INC. (Offeror) MR. COOPER GROUP INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.00000 |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group Inc. |
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| July 26, 2023 |
Exhibit 10.7 AMENDMENT NO. 10 TO MASTER REPURCHASE AGREEMENT This Amendment No. 10 to the Master Repurchase Agreement, dated as of June 27, 2023 (this “Amendment”), is among JPMorgan Chase Bank, National Association (the “Buyer”), Nationstar Sub 1J LLC (the “Seller”), Nationstar REO Sub 1J LLC (the “REO Subsidiary”, and together with Seller, the “Seller Parties”), and Nationstar Mortgage LLC (the |
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| July 26, 2023 |
Mr. Cooper Group Reports Second Quarter 2023 Results Exhibit 99.1 Mr. Cooper Group Reports Second Quarter 2023 Results Reported total net income of $142 million including other mark-to-market of $61 million, equivalent to ROCE of 14.1% Book value per share and tangible book value per share increased to $61.02 and $58.81 Servicing UPB grew 10% y/y to $882 billion Repurchased 1.2 million shares of common stock for $57 million. Board subsequently incre |
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| July 26, 2023 |
Exhibit 10.4 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of September 29, 2017, as previously amended and restated to and including May 31, 2019 and as further amended and restated to and including April 3, 2023 between NATIONSTAR MORTGAGE LLC as Borrower, and CITIBANK, N.A., as Lender This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended or supplemented fro |
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| July 26, 2023 |
Exhibit 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of April 3, 2023 among NATIONSTAR MORTGAGE LLC, as Borrower, and BARCLAYS BANK PLC, as Lender This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of April 3, 2023, is between NATIONSTAR MORTGAGE LLC (the “Borrower”) and BARCLAYS BANK |
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| July 26, 2023 |
Exhibit 10.5 AMENDMENT NUMBER ONE to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of September 29, 2017, as amended and restated to and including April 3, 2023, between NATIONSTAR MORTGAGE LLC and CITIBANK, N.A. This AMENDMENT NUMBER ONE (“Amendment Number One”) is made this 23rd day of June, 2023 (the “Amendment Effective Date”), between NATIONSTAR MORTGAGE LLC (“Borrower” |
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| July 26, 2023 |
Exhibit 10.2 AMENDMENT NUMBER ONE to the AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of April 3, 2023 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER ONE (this “Amendment”) is made as of May 11, 2023, by and between Barclays Bank PLC (“Lender”) and Nationstar Mortgage LLC (“Borrower”), to that certain Amended and Restated Loan and Security Agreement, dated |
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| July 26, 2023 |
Exhibit 10.3 AMENDMENT NUMBER TWO to the AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of April 3, 2023 between BARCLAYS BANK PLC and NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER TWO (this “Amendment”) is made as of June 23, 2023, by and between Barclays Bank PLC (“Lender”) and Nationstar Mortgage LLC (“Borrower”), to that certain Amended and Restated Loan and Security Agreement, date |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 26, 2023 Mr. |
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| July 26, 2023 |
EXHIBIT 10.6 AMENDMENT NO. 8 TO MORTGAGE LOAN PARTICIPATION SALE AGREEMENT Amendment No. 8 to the Mortgage Loan Participation Sale Agreement, dated as of June 6, 2023 (this “Amendment”) is between JPMorgan Chase Bank, National Association (the “Purchaser”) and Nationstar Mortgage LLC (the “Seller”). RECITALS The parties hereto are parties to that certain (i) Mortgage Loan Participation Sale Agreem |
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| July 24, 2023 |
Press Release issued by Mr. Cooper Group Inc. on July 24, 2023. EX-99.(a)(1)(I) Exhibit (a)(1)(I) FOR IMMEDIATE RELEASE DALLAS, TX (July 24, 2023) – Mr. Cooper Group Inc. (NASDAQ: COOP) (“Mr. Cooper”) announced today that Heisman Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Mr. Cooper, has extended the expiration date of its offer (the “Offer”) to acquire all of the outstanding shares of common stock of Home Point Capital Inc. (NASDAQ: HMPT) (“ |
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| July 24, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) HOME POINT CAPITAL INC. (Name of Subject Company) HEISMAN MERGER SUB, INC. (Offeror) MR. COOPER GROUP INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.00000 |
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| June 28, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) HOME POINT CAPITAL INC. (Name of Subject Company) HEISMAN MERGER SUB, INC. (Offeror) MR. COOPER GROUP INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.00000 |
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| June 28, 2023 |
Press Release issued by Mr. Cooper Group Inc. on June 28, 2023. EX-99.(a)(1)(H) Exhibit (a)(1)(H) FOR IMMEDIATE RELEASE DALLAS, TX (June 28, 2023) – Mr. Cooper Group Inc. (NASDAQ: COOP) (“Mr. Cooper”) announced today that Heisman Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Mr. Cooper, has extended the expiration date of its offer (the “Offer”) to acquire all of the outstanding shares of common stock of Home Point Capital Inc. (NASDAQ: HMPT) (“ |
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| May 26, 2023 |
EX-99.(d)(4) Exhibit (d)(4) EXECUTION VERSION Nationstar Mortgage LLC Purchaser Home Point Financial Corporation Seller and solely for purposes of Section 9.03, Mr. Cooper Group Inc. Parent AGREEMENT FOR THE BULK PURCHASE AND SALE OF MORTGAGE SERVICING RIGHTS Dated as of May 10, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1.01 Definitions 1 Section 1.02 General Inter |
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| May 26, 2023 |
Offer to Purchase, dated May 26, 2023. EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Home Point Capital Inc. at $2.33 Net Per Share by Heisman Merger Sub, Inc. a wholly owned subsidiary of Mr. Cooper Group Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON TUESDAY, JUNE 27, 2023, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. Heis |
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| May 26, 2023 |
Summary Advertisement as published in The Wall Street Journal on May 26, 2023. EX-99.(a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely pursuant to the Offer to Purchase, dated May 26, 2023, and the related Letter of Transmittal and any amendments or sup |
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| May 26, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) HOME POINT CAPITAL INC. |
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| May 26, 2023 |
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of HOME POINT CAPITAL INC. a Delaware corporation at $2.33 NET PER SHARE Pursuant to the Offer to Purchase dated May 26, 2023 by HEISMAN MERGER SUB, INC. a wholly owned subsidiary of MR. COOPER GROUP INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON TUESDAY, JUNE 27, 20 |
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| May 26, 2023 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of HOME POINT CAPITAL INC. a Delaware corporation at $2.33 NET PER SHARE (CUSIP #43734L106) Pursuant to the Offer to Purchase Dated May 26, 2023 by HEISMAN MERGER SUB, INC. a wholly owned subsidiary of MR. COOPER GROUP INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON TUESDAY, JUN |
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| May 26, 2023 |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer To Purchase For Cash All Outstanding Shares of Common Stock of HOME POINT CAPITAL INC. a Delaware corporation at $2.33 NET PER SHARE Pursuant to the Offer to Purchase dated May 26, 2023 by HEISMAN MERGER SUB, INC. a wholly owned subsidiary of MR. COOPER GROUP INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON TUESDAY, JUNE 27, 20 |
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| May 26, 2023 |
EX-99.(d)(2) Exhibit (d)(2) October 4, 2022 CONFIDENTIAL Mr. Jay Bray Nationstar Mortgage LLC 8950 Cypress Waters Blvd. Coppell, TX 75019 Ladies and Gentlemen: In connection with the consideration by Nationstar Mortgage LLC (“you” or the “Receiving Party”) and Home Point Capital Inc. (the “Company” or the “Disclosing Party”, and collectively with you, the “parties”) of a potential negotiated strat |
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| May 26, 2023 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOME POINT CAPITAL INC. (Name of Subject Company) HEISMAN MERGER SUB, INC. (Offeror) MR. COOPER GROUP INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.0000000072 per share (Tit |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2023 Date of Report Mr. |
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| May 11, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MR. COOPER GROUP INC., HEISMAN MERGER SUB, INC., and HOME POINT CAPITAL INC. Dated as of May 10, 2023 TABLE OF CONTENTS ARTICLE I THE OFFER Section 1.1 The Offer 2 Section 1.2 Company Actions 5 ARTICLE II THE MERGER Section 2.1 The Merger 6 Section 2.2 The Closing 6 Section 2.3 Effective Time 7 Section 2.4 Certificate of Incorporation and Bylaw |
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| May 11, 2023 |
Exhibit 99.1 TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2023, by and among Home Point Capital Inc., a Delaware corporation (the “Company”), Mr. Cooper Group Inc., a Delaware corporation (“Parent”), and the undersigned stockholders (the “Stockholders”) of the Company. WITNESSETH: WHEREAS, the Company, Parent and Heisman M |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2023 (May 10, 2023) Mr. |
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| May 11, 2023 |
Exhibit 99.1 TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2023, by and among Home Point Capital Inc., a Delaware corporation (the “Company”), Mr. Cooper Group Inc., a Delaware corporation (“Parent”), and the undersigned stockholders (the “Stockholders”) of the Company. WITNESSETH: WHEREAS, the Company, Parent and Heisman M |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2023 (May 10, 2023) Mr. |
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| May 11, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MR. COOPER GROUP INC., HEISMAN MERGER SUB, INC., and HOME POINT CAPITAL INC. Dated as of May 10, 2023 TABLE OF CONTENTS ARTICLE I THE OFFER Section 1.1 The Offer 2 Section 1.2 Company Actions 5 ARTICLE II THE MERGER Section 2.1 The Merger 6 Section 2.2 The Closing 6 Section 2.3 Effective Time 7 Section 2.4 Certificate of Incorporation and Bylaw |
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| May 10, 2023 |
Mr. Cooper Group to Acquire Home Point Capital for $324 Million in Cash Exhibit 99.1 Mr. Cooper Group to Acquire Home Point Capital for $324 Million in Cash Acquisition of $84 billion servicing portfolio expected to contribute to Mr. Cooper’s return on equity with estimated 10% accretion to operating earnings in first year Tangible book value accretive by ~$1/share at closing Funded in part with assumption of Home Point Capital $500 million 5% senior notes due 2026 Ho |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 Mr. |
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| May 10, 2023 |
Press Release, dated May 10, 2023 Exhibit 99.1 Mr. Cooper Group to Acquire Home Point Capital for $324 Million in Cash Acquisition of $84 billion servicing portfolio expected to contribute to Mr. Cooper’s return on equity with estimated 10% accretion to operating earnings in first year Tangible book value accretive by ~$1/share at closing Funded in part with assumption of Home Point Capital $500 million 5% senior notes due 2026 Ho |
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| May 10, 2023 |
EX-99.1 2 a53397774ex991.htm EXHIBIT 99.1 Exhibit 99.1 Mr. Cooper Group to Acquire Home Point Capital for $324 Million in Cash Acquisition of $84 billion servicing portfolio expected to contribute to Mr. Cooper’s return on equity with estimated 10% accretion to operating earnings in first year Tangible book value accretive by ~$1/share at closing Funded in part with assumption of Home Point Capita |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 Mr. |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 Mr. |
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| May 10, 2023 |
Exhibit 99.2 May 10, 2023 Investor Update IMPORTANT INFORMATION Cautions Regarding Forward Looking Statements Certain statements contained in this communication are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as “anticipate,” “approxi |
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| May 10, 2023 |
Exhibit 99.2 May 10, 2023 Investor Update IMPORTANT INFORMATION Cautions Regarding Forward Looking Statements Certain statements contained in this communication are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as “anticipate,” “approxi |
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| May 10, 2023 |
Investor Presentation, dated May 10, 2023 Exhibit 99.2 May 10, 2023 Investor Update IMPORTANT INFORMATION Cautions Regarding Forward Looking Statements Certain statements contained in this communication are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as “anticipate,” “approxi |
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| April 26, 2023 |
Offer Letter and Acceptance, dated January 9, 2023, by and between the Company and Carlos Pelayo Exhibit 10.2 January 9, 2023 Carlos Pelayo 88 Oxford Street Glen Ridge, New Jersey 07028 Dear Carlos: Welcome to Mr. Cooper Group! We look forward to you joining our team. This letter will confirm our offer and your acceptance to join our team as Executive Vice President and Chief Legal Officer, reporting to Jay Bray, Chairman and CEO. The details of our offer are outlined below: Annual Base Salar |
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| April 26, 2023 |
Mr. Cooper Group Reports First Quarter 2023 Results Exhibit 99.1 Mr. Cooper Group Reports First Quarter 2023 Results Reported total net income of $37 million including other mark-to-market of $63 million, equivalent to ROCE of 3.7% Book value per share and tangible book value per share stayed consistent at $58.57 and $56.72 Servicing UPB grew 7% y/y to $853 billion Repurchased 2.1 million shares of common stock for $89 million DALLAS-(BUSINESS WIRE |
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| April 26, 2023 |
Exhibit 10.1 AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT - NATIONSTAR MORTGAGE LLC This Amendment No. 3 to the Loan and Security Agreement (this “Amendment”) is made as of this 30th day of March, 2022, by and among NATIONSTAR MORTGAGE LLC, a Delaware limited liability company (“Borrower”), MORGAN STANLEY BANK, N.A., a national banking association, as the initial lender (together with its succes |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2023 Mr. |
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| April 26, 2023 |
Form of 2023 Performance Stock Unit Agreement Exhibit 10.3 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE MR. COOPER GROUP INC. 2019 OMNIBUS INCENTIVE PLAN Mr. Cooper Group Inc. (the “Company”), pursuant to its 2019 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant the number of Performance Stock Units set forth below. The Performance Stock Units are subject to all of the |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group Inc |
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| March 30, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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| March 30, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy S |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2023 Mr. |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 6, 2023 Mr. |
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| March 6, 2023 |
Exhibit 10.1 March 6, 2023 Re: Transition and Separation Agreement Dear Jaime, As we have discussed, it is anticipated that your last day with Nationstar Mortgage LLC d/b/a Mr. Cooper (“NSM” or “the Company”) will be on or before October 16, 2023. March 6, 2023 through October 16, 2023 is the “Transition Period” and March 6, 2023 is the “Transition Date” for purposes of this agreement. During the |
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| March 6, 2023 |
Mr. Cooper Group Announces Executive Leadership Appointments Exhibit 99.1 Mr. Cooper Group Announces Executive Leadership Appointments DALLAS-(BUSINESS WIRE)-March 6, 2023-Mr. Cooper Group Inc. (NASDAQ: COOP) announced two executive leadership appointments today – the appointment of Kurt Johnson to Chief Financial Officer and Christine Paxton as Executive Vice President and Chief Risk and Compliance Officer. Johnson joined the company in 2015 and most recen |
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| February 16, 2023 |
Exhibit 4.2 DESCRIPTION OF COMMON STOCK The following description of Mr. Cooper Group Inc.’s common stock is a summary. This summary is subject to the General Corporation Law of the State of Delaware and the complete text of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws filed as Exhibits 3.1 and 3.2, respectively, to its Annual Report on Form 10-K. We encour |
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| February 16, 2023 |
Offer Letter and Acceptance, dated February 12, 2021, between the Company and Kurt Johnson Exhibit 10.57 Date: February 12, 2021 To: Kurt Johnson From: Jay Bray Subject: Promotion to Executive Vice President On behalf of Mr. Cooper, I am thrilled to promote and appoint you to Executive Vice President, Chief Credit & Risk Officer. In this role, you will continue to report directly to me. Annual Base Salary: In recognition of your performance and promotion, effective February 28, 2021, yo |
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| February 16, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of Registrant Subsidiaries Jurisdiction of Organization Nationstar Mortgage Holdings Inc. Delaware Nationstar Sub1 LLC Delaware Nationstar Mortgage LLC Delaware |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Mr. Cooper Group Inc. (Ex |
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| February 16, 2023 |
Exhibit 10.54 AMENDMENT NUMBER FOUR to the Third Amended and Restated Master Repurchase Agreement Dated as of August 31, 2020 between BANK OF AMERICA, N.A. and NATIONSTAR PARTICIPATION SUB 1BM LLC and acknowledged and agreed to by NATIONSTAR MORTGAGE LLC This AMENDMENT NUMBER FOUR (this “Amendment”) is made as of this 21st day of October, 2022, by and among Bank of America, N.A. (“Buyer”), Nations |
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| February 10, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 10, 2023 Mr. |
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| February 10, 2023 |
Mr. Cooper Group Reports Fourth Quarter 2022 Results Exhibit 99.1 Mr. Cooper Group Reports Fourth Quarter 2022 Results Reported total net income of $1 million including other mark-to-market of $58 million, equivalent to ROCE of 0.1% Book value per share increased to $58.57 and tangible book value per share increased to $56.72, up 29% year-over-year Servicing UPB grew to $870 billion, up 23% y/y Repurchased 1.3 million shares of common stock for $54 |
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| February 9, 2023 |
COOP / Mr. Cooper Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01457-mrcoopergroupinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Mr Cooper Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 62482R107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to design |
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| November 7, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2022 Mr. |
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| November 7, 2022 |
Exhibit 99.1 November 7, 2022 Investor Update IMPORTANT INFORMATION This presentation contains summarized information concerning Mr. Cooper Group Inc. (?Mr. Cooper? or the ?Company?) and the Company?s business, operations, financial performance and trends. No representation is made that the information in this presentation is complete. For additional financial, statistical and business related inf |
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| October 26, 2022 |
Exhibit 10.1 AMENDMENT NO. 20 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT This Amendment Number Twenty (this “Amendment”) is made as September 30, 2022, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Second Amended and Restated Master Repurchase Agreement, dated as of January 29, 2016 (as amended by that certain Ame |
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| October 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group |
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| October 26, 2022 |
Exhibit 10.3 Third Amended and Restated Master Repurchase Agreement Dated as of August 31, 2020 between BANK OF AMERICA, N.A. and NATIONSTAR PARTICIPATION SUB 1BM LLC and acknowledged and agreed to by NATIONSTAR MORTGAGE LLC CONFORMED THROUGH AMENDMENT NUMBER THREE This AMENDMENT NUMBER THREE (this “Amendment”) is made as of this 12th day of August, 2022, by and among Bank of America, N.A. (“Buyer |
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| October 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2022 Mr. |
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| October 26, 2022 |
Mr. Cooper Group Reports Third Quarter 2022 Results Exhibit 99.1 Mr. Cooper Group Reports Third Quarter 2022 Results Reported total net income of $113 million including other mark-to-market of $122 million, equivalent to ROCE of 11.1% Book value per share increased to $58.18 and Tangible book value per share increased to $56.35 Servicing UPB grew to $854 billion, up 28% y/y Repurchased 1.1 million common shares for $50 million DALLAS-(BUSINESS WIRE |
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| October 26, 2022 |
Exhibit 10.2 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT - NATIONSTAR MORTGAGE LLC This Amendment No. 2 to the Loan and Security Agreement (this “Amendment”) is made as of this 3rd day of August, 2022, by and among NATIONSTAR MORTGAGE LLC, a Delaware limited liability company (“Borrower”), MORGAN STANLEY BANK, N.A., a national banking association, as the initial lender (together with its succes |
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| October 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: October 26, 2022 Mr. |
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| August 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 18, 2022 (August 11, 2022) Date of Report (date of earliest event reported) Mr. |
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| July 27, 2022 |
Mr. Cooper Group Reports Second Quarter 2022 Results Exhibit 99.1 Mr. Cooper Group Reports Second Quarter 2022 Results Reported total net income of $151 million including MSR mark of $196 million, equivalent to ROCE of 15.1% Book value per share increased to $56.34 and Tangible book value per share increased to $54.51 Servicing UPB grew to $804 billion, up 23% y/y Repurchased 2.3 million common shares for $100 million DALLAS-(BUSINESS WIRE)-July 27, |
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| July 27, 2022 |
Exhibit 10.3 MASTER REPURCHASE AGREEMENT CONFORMED THROUGH AMENDMENT NO. 9 among JPMorgan Chase Bank, National Association, as Buyer Nationstar Sub 1J LLC, as Seller Nationstar REO Sub 1J LLC, as REO Subsidiary and Nationstar Mortgage LLC, as Guarantor and Nationstar Servicer Dated May 17, 2019 MASTER REPURCHASE AGREEMENT This is a MASTER REPURCHASE AGREEMENT, dated as of May 17, 2019, among Natio |
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| July 27, 2022 |
Exhibit 10.5 AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT - NATIONSTAR MORTGAGE LLC This Amendment No. 1 to the Loan and Security Agreement (this ?Amendment?) is made as of this 17th day of September, 2021, by and among NATIONSTAR MORTGAGE LLC, a Delaware limited liability company (?Borrower?), MORGAN STANLEY BANK, N.A., a national banking association, as the initial lender (together with its su |
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| July 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2022 Mr. |
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| July 27, 2022 |
Exhibit 10.1 MORTGAGE LOAN PARTICIPATION SALE AGREEMENT CONFORMED THROUGH AMENDMENT NO. 7 between NATIONSTAR MORTGAGE LLC as Seller, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Purchaser August 30, 2016 MORTGAGE LOAN PARTICIPATION SALE AGREEMENT This is a MORTGAGE LOAN PARTICIPATION SALE AGREEMENT (?Agreement?), dated as of August 30, 2016 between JPMorgan Chase Bank, National Association (? |
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| July 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group Inc. |
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| July 27, 2022 |
Exhibit 10.2 OMNIBUS AMENDMENT, CONSENT AND ACKNOWLEDGMENT AGREEMENT This OMNIBUS AMENDMENT, CONSENT AND ACKNOWLEDGMENT AGREEMENT (this ?Agreement?) is made and is effective as of this February 1, 2019 (the ?Effective Date?), by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (?Purchaser?) and NATIONSTAR MORTGAGE LLC (successor by merger to Pacific Union Finan |
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| July 27, 2022 |
Exhibit 10.4 LOAN AND SECURITY AGREEMENT dated as of August 20, 2020 among NATIONSTAR MORTGAGE LLC, as Borrower, MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as Administrative Agent and MORGAN STANLEY BANK, N.A., as a Lender This LOAN AND SECURITY AGREEMENT (as amended or supplemented from time to time, this ?Agreement?) dated as of August 20, 2020, is among NATIONSTAR MORTGAGE LLC, a Delaware li |
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| July 27, 2022 |
Exhibit 10.6 THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT between BANK OF AMERICA, N.A. (?Buyer?) and NATIONSTAR PARTICIPATION SUB 1BM LLC (?Seller?) NATIONSTAR MORTGAGE LLC (?Guarantor? and ?Pledgor?) dated as of August 31, 2020 THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (as amended, restated, supplemented or otherw |
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| July 27, 2022 |
Exhibit 10.7 AMENDMENT NO. 19 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT This Amendment Number Nineteen (this ?Amendment?) is made as June 3, 2022, by and between Barclays Bank PLC (?Purchaser? and ?Agent?) and Nationstar Mortgage LLC (?Seller?), to that certain Second Amended and Restated Master Repurchase Agreement, dated as of January 29, 2016 (as amended by that certain Amendme |
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| May 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2022 Mr. |
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| May 20, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 19, 2022 Date of Report (date of earliest event reported) Mr. |
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| April 28, 2022 |
Form of 2022 Performance Stock Unit Agreement – Employee (Standard Retirement Provision) Exhibit 10.2 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE MR. COOPER GROUP INC. 2019 OMNIBUS INCENTIVE PLAN Mr. Cooper Group Inc. (the ?Company?), pursuant to its 2019 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant the number of Performance Stock Units set forth below. The Performance Stock Units are subject to all of the |
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| April 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 28, 2022 Mr. |
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| April 28, 2022 |
Mr. Cooper Group Reports First Quarter 2022 Results Exhibit 99.1 Mr. Cooper Group Reports First Quarter 2022 Results Reported total net income of $658 million including MSR mark of $552 million, equivalent to ROCE of 71.7% Book value per share increased to $53.81 and Tangible book value per share increased to $52.01 Servicing UPB grew to $796 billion, up 27% y/y Repurchased 0.7 million common shares for $35 million Closed Sagent transaction resulti |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14667 Mr. Cooper Group Inc |
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| April 28, 2022 |
Exhibit 10.1 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE MR. COOPER GROUP INC. 2019 OMNIBUS INCENTIVE PLAN Mr. Cooper Group Inc. (the ?Company?), pursuant to its 2019 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the te |
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| April 28, 2022 |
dated as of April 21, 2022 by and between the Company and Jaime Gow Exhibit 10.4 Date: April 21, 2022 To: Jaime Gow From: Chris Marshall Subject: Promotion to EVP and Chief Financial Officer On behalf of Mr. Cooper, I am thrilled to promote and appoint you to Executive Vice President and Chief Financial Officer effective April 24, 2022. In this role, you will report directly to me. Annual Base Salary: Your annual base salary will be $400,000 paid bi-weekly in the |
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| April 28, 2022 |
Form of 2022 Performance Stock Unit Agreement – Employee (Special Retirement Provision) Exhibit 10.3 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE MR. COOPER GROUP INC. 2019 OMNIBUS INCENTIVE PLAN Mr. Cooper Group Inc. (the ?Company?), pursuant to its 2019 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant the number of Performance Stock Units set forth below. The Performance Stock Units are subject to all of the |
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| April 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 21, 2022 Mr. |
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| April 21, 2022 |
Mr. Cooper Group Announces Executive Promotions Exhibit 99.1 Mr. Cooper Group Announces Executive Promotions DALLAS-(BUSINESS WIRE)-April 21, 2022-Mr. Cooper Group Inc. (NASDAQ: COOP) announced today the appointment of Jaime Gow as Executive Vice President and Chief Financial Officer. Gow succeeds Chris Marshall, who has served as Vice Chairman and President since June 2021. As CFO, Gow will continue to report to Marshall. Gow joined Mr. Cooper |
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| April 8, 2022 |
COOP / Mr. Cooper Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Mr Cooper Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 62482R107 Date of Event Which Requires Filing of this Statement: March 31, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R |
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| April 8, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy S |
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| April 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| March 31, 2022 |
Exhibit 99.1 Mr. Cooper Completes Agreement with Sagent to Create the Mortgage Industry?s First Cloud-Native Servicing Platform DALLAS-(BUSINESS WIRE)-March 31, 2022-Mr. Cooper Group Inc. (?Mr. Cooper?) announced today that it has completed its previously-announced agreement with Sagent M&C, LLC, d/b/a Sagent Lending Technologies (?Sagent?). Under the terms of this transaction, Sagent purchased ce |
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| March 31, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 31, 2022 Mr. |
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| March 28, 2022 |
COOP / Mr. Cooper Group Inc / COOPERMAN LEON G - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* MR. COOPER GROUP INC. (Name of Issuer) Common stock, $0.01 par value per share (Title of Class of Securities) 62482R107 (CUSIP Number) March 17, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| March 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 24, 2022 (March 18, 2022) Mr. |
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| February 17, 2022 |
Exhibit 4.2 DESCRIPTION OF COMMON STOCK The following description of Mr. Cooper Group Inc.?s common stock is a summary. This summary is subject to the General Corporation Law of the State of Delaware and the complete text of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws filed as Exhibits 3.1 and 3.2, respectively, to its Annual Report on Form 10-K. We encour |
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| February 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35449 Mr. Cooper Group Inc. (Ex |
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| February 17, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of Registrant Subsidiaries Jurisdiction of Organization Nationstar Mortgage Holdings Inc. Delaware Nationstar Sub1 LLC Delaware Nationstar Mortgage LLC Delaware |
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| February 14, 2022 |
COOP / Mr. Cooper Group Inc / COOPERMAN LEON G - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MR. COOPER GROUP INC. (Name of Issuer) Common stock, $0.01 par value per share (Title of Class of Securities) 62482R107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 11, 2022 |
Exhibit 2.1 CONTRIBUTION AGREEMENT BY AND AMONG NATIONSTAR MORTGAGE LLC, SAGENT M&C, LLC AND, SOLELY FOR THE PURPOSES SET FORTH HEREIN, MR. COOPER GROUP INC. Dated as of February 10, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Defined Terms 13 ARTICLE II CONTRIBUTION 15 Section 2.1 Contribution and Sale 15 Section 2.2 Closing 15 Section 2.3 Closi |
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| February 11, 2022 |
Exhibit 99.1 Mr. Cooper Delivers $1.4 billion GAAP Net Income and 17% Servicing Portfolio Growth for Full-year 2021 Reported fourth quarter net income of $155 million and $2.01 per diluted share, equivalent to ROCE of 19% Book value per share increased to $45.64 and tangible book value per share increased to $43.82 Servicing UPB grew to $710 billion, up 6% quarter-over-quarter and 17% year-over-ye |
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| February 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 11, 2022 Mr. |
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| February 11, 2022 |
Exhibit 99.1 Mr. Cooper and Sagent Announce Agreement to Create the Mortgage Industry?s First Cloud-Native Servicing Platform Multi-year deal integrates Mr. Cooper?s consumer-first software platform into Sagent to accelerate modernization of America?s top banks and lenders, including Mr. Cooper DALLAS-(BUSINESS WIRE)-February 11, 2022-Mr. Cooper Group Inc. (?Mr. Cooper? or ?the Company?) and Sagen |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 11, 2022 (February 10, 2022) Mr. |
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| February 10, 2022 |
Mr. Cooper Group Announces Election of Daniela Jorge to Board of Directors Exhibit 99.1 Mr. Cooper Group Announces Election of Daniela Jorge to Board of Directors DALLAS-(BUSINESS WIRE)-February 10, 2022-Mr. Cooper Group Inc. (NASDAQ: COOP) announced today the appointment of Daniela Jorge to its board of directors. Jorge currently serves as Vice President and Chief Design Officer at PayPal, a leading financial technology company and online payments system. ?We are excite |
