Earnings Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per ShareThe Company applies the two-class method for calculating and presenting earnings per share by separately presenting earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class B common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in dividends as may be declared by the board of directors. Holders of the Class A and Class B common stock also have equal priority in liquidation. Shares of Class C and Class D common stock do not participate in earnings of Rocket Companies, Inc. As a result, the shares of Class C and Class D common stock are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of earnings per share. Restricted stock units 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.

Basic earnings per share of Class A common stock is computed by dividing Net (loss) income attributable to Rocket Companies by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing Net (loss) income attributable to Rocket Companies by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. There was no Class B common stock outstanding as of March 31, 2023 or 2022. See Note 12, Non-controlling Interest for a description of Paired Interests and their potential impact on Class A and Class B share ownership.

The following table sets forth the calculation of the basic and diluted earnings per share for the period:


	Three Months Ended March 31,
	2023		2022
Net (loss) income	$	(411,483)	$	1,036,608
Net loss (income) attributable to non-controlling interest	392,960		(982,896)
Net (loss) income attributable to Rocket Companies	(18,523)		53,712
Add: Reallocation of Net income attributable to vested, undelivered stock awards	—		32
Net (loss) income attributable to common shareholders	$	(18,523)	$	53,744

Numerator:
Net (loss) income attributable to Class A common shareholders - basic	$	(18,523)	$	53,744
Add: Reallocation of net income attributable to dilutive impact of pro-forma conversion of Class D shares to Class A shares (1)	(295,767)		744,379
Add: Reallocation of net (loss) income attributable to dilutive impact of share-based compensation awards (2)	(163)		1,418
Net (loss) income attributable to Class A common shareholders - diluted	$	(314,453)	$	799,541
Denominator:
Weighted average shares of Class A common stock outstanding - basic	124,732,722		122,691,728
Add: Dilutive impact of conversion of Class D shares to Class A shares	1,848,879,483		1,848,879,483
Add: Dilutive impact of share-based compensation awards (3)	1,017,603		3,807,921
Weighted average shares of Class A common stock outstanding - diluted	1,974,629,808		1,975,379,132

(Loss) earnings per share of Class A common stock outstanding - basic	$	(0.15)	$	0.44
(Loss) earnings per share of Class A common stock outstanding - diluted	$	(0.16)	$	0.40

(1) Net (loss) income calculated using the estimated annual effective tax rate of Rocket Companies, Inc.

(2) Reallocation of net (loss) income attributable to dilutive impact of share-based compensation awards for the three months ended March 31, 2023 and 2022 comprised of $(155) and $1,356 related to restricted stock units and $(8) and $62 related to TMSPP, respectively.

(3) Dilutive impact of share-based compensation awards for the three months ended March 31, 2023 and 2022 comprised of 969,848 and 3,640,391 related to restricted stock units and 47,755 and 167,530 related to TMSPP, respectively.

For the three months ended March 31, 2023 and 2022, 20,943,673 and 23,941,259 stock options, respectively, each weighted for the portion of the period for which they were outstanding, were excluded from the computation of diluted earnings per share as the effect was determined to be anti-dilutive.