Rocket Companies, Inc.RKT
Rocket Companies, Inc. Earnings Per Share Disclosure
Earnings Per Share
As of June 30, 2025, the effective date of the Up-C Collapse, onwards, the Company applies the two-class method for calculating and presenting earnings per share for Class A common stock and Class L common stock. Holders of Participating Common Stock are entitled to participate in earnings and dividends equally on a per share basis as if all shares of common stock were of a single class. Holders of the Participating Common Stock also have equal priority in liquidation. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Participating Common Stock. RSUs and PSUs awarded as part of the Company’s compensation program are included in the weighted-average Class A shares outstanding in the calculation of basic earnings per share once the units are fully vested. As of June 30, 2025 onwards the Net (loss) income attributable to Rocket Companies contemplates 100% economic interest of the Company. The weighted average shares outstanding calculation contemplates the weighted outstanding shares of Class L common stock for the periods presented.
Basic earnings per share of Participating Common Stock is computed by dividing Net (loss) income attributable to Rocket Companies by the weighted-average number of shares of Participating Common Stock outstanding during the period. Diluted earnings per share of Participating Common Stock is computed by dividing Net (loss) income attributable to Rocket Companies by the weighted-average number of shares of Participating Common Stock outstanding adjusted to give effect to potentially dilutive securities.
Diluted earnings per share reflects the dilutive effect of potential common shares from share-based awards, shares issuable on the conversion of convertible debt and Class D common stock. The treasury stock method is used to calculate the dilutive effect of outstanding share-based awards, which assumes the proceeds upon vesting or exercise of awards would be used to purchase common stock at the average price for the period. The if-converted method is used to calculate the dilutive effect of converting our Convertible Senior notes and Class D common stock to Class A common stock. Under the if converted method, the denominator of the diluted earnings per share calculation is adjusted to reflect the full number of common shares issuable upon conversion of our Convertible Senior Notes and Class D common stock while the numerator is adjusted to add back interest and amortization expense for the period related to the Convertible Senior Notes.
The following table sets forth the calculation of the basic and diluted earnings per share for the period:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Net (loss) income | $ | (234) | $ | 636 | $ | (390) | |||||||||||
| Net loss (income) attributable to non-controlling interest | 166 | (607) | 374 | ||||||||||||||
| Net (loss) income attributable to Rocket Companies | (68) | 29 | (16) | ||||||||||||||
| Numerator: | |||||||||||||||||
Net (loss) income attributable to Participating Common Stock - basic | $ | (68) | $ | 29 | $ | (16) | |||||||||||
Add: Reallocation of Net (loss) income attributable to dilutive impact of pro-forma conversion of Class D shares to Class A shares (1) | — | — | (283) | ||||||||||||||
Net (loss) income attributable to Participating Common Stock - diluted | $ | (68) | $ | 29 | $ | (299) | |||||||||||
| Denominator: | |||||||||||||||||
Weighted average shares of Participating Common Stock outstanding - basic (2) | 1,322,362,708 | 141,037,083 | 128,641,762 | ||||||||||||||
| Add: Dilutive impact of conversion of Class D shares to Class A shares | — | — | 1,848,879,483 | ||||||||||||||
Add: Dilutive impact of share-based compensation awards (3) | — | — | 3,002,445 | ||||||||||||||
| Weighted average shares of Participating Common Stock outstanding - diluted | 1,322,362,708 | 141,037,083 | 1,980,523,690 | ||||||||||||||
(Loss) earnings per share of Participating Common Stock outstanding - basic | $ | (0.05) | $ | 0.21 | $ | (0.12) | |||||||||||
(Loss) earnings per share of Participating Common Stock outstanding - diluted | $ | (0.05) | $ | 0.21 | $ | (0.15) | |||||||||||
(1) Net (loss) income is calculated using the estimated annual effective tax rate of Rocket Companies, Inc.
(2) Participating Common Stock was composed of the following:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Class A common shares | 385,259,423 | 141,037,083 | 128,641,762 | ||||||||||||||
| Class L common shares | 937,103,285 | — | — | ||||||||||||||
| Total Participating Common Stock | 1,322,362,708 | 141,037,083 | 128,641,762 | ||||||||||||||
(3) Dilutive impact of share-based compensation awards for the periods presented are:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| RSUs | — | — | 2,895,229 | ||||||||||||||
| TMSPP | — | — | 107,216 | ||||||||||||||
A portion of the Company RSUs, PSUs, stock options, shares issuable under the TMSPP and convertible notes were excluded from the computation of diluted earnings per share as the weighted portion for the period they were outstanding was determined to have an anti-dilutive effect. The following table sets forth the number of potentially issuable shares that were determined to have an anti-dilutive effect:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| RSUs | 39,433,384 | 21,892,391 | 8,892,219 | ||||||||||||||
| PSUs | 4,782,252 | 770,448 | — | ||||||||||||||
| Stock options | 13,261,086 | 14,552,254 | 16,876,100 | ||||||||||||||
| TMSPP | 94,591 | 77,057 | — | ||||||||||||||
| Convertible notes | 4,263,561 | — | — | ||||||||||||||
Following the Up-C Collapse and as of as of December 31, 2025, all Holdings Units were directly held by Rocket Companies and were no longer paired with a corresponding number of shares of our Class D common stock or Class C common stock. For the year ended December 31, 2025, a weighted average, based on the period prior to the Up-C Collapse, of 911,776,183 Holding Units were outstanding. For the years ended December 31, 2024 and 2023, 1,848,879,483 Holdings Units were outstanding, together with a corresponding number of shares of our Class D common stock, which were exchangeable, at our option, for shares of our Class A common stock prior to the Up-C Collapse. After evaluating the potential dilutive effect under the if-converted method, the outstanding Holdings Units for the assumed exchange of non-controlling interests were determined to be anti-dilutive and thus were excluded from the computation of diluted earnings per share for the years ended December 31, 2025 and 2024. The Holding Units were determined to be dilutive for the year ended December 31, 2023 and therefore were included in the earnings per share calculation.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 24, 2021 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.