<SEC-DOCUMENT>0000933136-22-000047.txt : 20220428
<SEC-HEADER>0000933136-22-000047.hdr.sgml : 20220428
<ACCEPTANCE-DATETIME>20220428175234
ACCESSION NUMBER:		0000933136-22-000047
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20220421
FILED AS OF DATE:		20220428
DATE AS OF CHANGE:		20220428

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Gow Jaime
		CENTRAL INDEX KEY:			0001924186

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14667
		FILM NUMBER:		22868525

	MAIL ADDRESS:	
		STREET 1:		8950 CYPRESS WATERS BLVD.
		CITY:			COPPELL
		STATE:			TX
		ZIP:			75019

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Mr. Cooper Group Inc.
		CENTRAL INDEX KEY:			0000933136
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		IRS NUMBER:				911653725
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		8950 CYPRESS WATERS BLVD.
		CITY:			COPPELL
		STATE:			TX
		ZIP:			75019
		BUSINESS PHONE:		2146874958

	MAIL ADDRESS:	
		STREET 1:		8950 CYPRESS WATERS BLVD.
		CITY:			COPPELL
		STATE:			TX
		ZIP:			75019

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WMIH CORP.
		DATE OF NAME CHANGE:	20150512

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WMI HOLDINGS CORP.
		DATE OF NAME CHANGE:	20120320

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WASHINGTON MUTUAL, INC
		DATE OF NAME CHANGE:	20061017
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>wf-form3_165118265472459.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2022-04-21</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000933136</issuerCik>
        <issuerName>Mr. Cooper Group Inc.</issuerName>
        <issuerTradingSymbol>COOP</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001924186</rptOwnerCik>
            <rptOwnerName>Gow Jaime</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>8950 CYPRESS WATERS BLVD.</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>COPPELL</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75019</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>EVP &amp; Chief Financial Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>32542</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes>
        <footnote id="F1">Includes unvested restricted stock units (&quot;RSUs&quot;) granted by Issuer pursuant to the Mr. Cooper Group Inc. 2019 Omnibus Incentive Plan regarding (a) 5,688 remaining unvested RSUs from a RSU award originally granted with respect to 17,027 RSUs on September 1, 2019, (b) 2,604 remaining unvested RSUs from a RSU award originally granted with respect to 7,795 RSUs on March 2, 2020, (c) 4,244 total remaining unvested RSUs from two RSU awards originally granted with respect to a total of 6,360 RSUs on March 1, 2021 and (d) 5,903 unvested RSUs from a RSU award granted on March 1, 2022. Each RSU award (a) vests over a three-year period, with one-third vesting on each of the first, second and third anniversaries of the grant date and (b) is subject to the terms and conditions of the respective RSU award agreement.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>Katherine K. Connell, Attorney-in-Fact</signatureName>
        <signatureDate>2022-04-28</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>gowpoa.htm
<DESCRIPTION>POA
<TEXT>
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<pre>
MR. COOPER GROUP INC.
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

       The undersigned, being subject to the reporting obligations of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to ownership of securities of Mr. Cooper Group Inc. (the "Corporation"), hereby constitutes and appoints, individually, each of Elisabeth Gormley, Katherine K. Connell and any other person holding the title of Associate General Counsel, General Counsel or Chief Legal Officer of the Corporation, as the undersigned's true and lawful attorneys-in-fact and agents, with the power and in the undersigned's name, place and stead, to:

    (i) prepare, execute and file, with the United States Securities and Exchange Commission ("SEC"), any United States stock exchange or any other authority, for and on behalf of the undersigned, in connection with transactions in the Corporation's securities, any and all forms, reports or documents (including exhibits and amendments thereto), required to be made pursuant to Section 16(a) of the Act or the related rules of the SEC;

    (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable for the preparation and timely filing of any such forms, reports or documents with the SEC, any United States stock exchange and any other authority (including without limitation requesting EDGAR access codes from the SEC); and

    (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney ("POA") shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution, re-substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this POA and the rights and powers herein granted.

    This POA shall remain in full force and effect until the undersigned is no longer required to file reports pursuant to Section 16 of the Act with respect to the undersigned's holdings of the Corporation's securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. A copy of this POA shall be filed with the SEC and with any applicable United States stock exchange or similar authority. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Act.

             IN WITNESS WHEREOF, the undersigned has caused this POA to be executed as of this 11th day of April 2022.



/s/ Jaime Gow                    Jaime Gow
Signature                     Name

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