Maverick Merger Sub 2, LLC — Director's Dealing 2024

Mar 11, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mr. Cooper Group Inc. (COOP)
CIK: 0000933136
Period of Report: 2024-03-08

Reporting Person: Bray Jesse K (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-08	Common Stock	M	168666	—	Acquired	992372	Direct
2024-03-08	Common Stock	F	66371	$72.01	Disposed	926001	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-08	2021 Performance Stock Units	$	M	168666	Disposed		Common Stock (168666)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	359631	Indirect

Footnotes

F1: On March 8, 2024, 168,666 performance stock units ("PSUs") vested and converted into 168,666 shares of Common Stock, par value $.01 per share, pursuant to the terms of the award agreement dated March 8, 2021, which was subject to the achievement of total shareholder return ("TSR") performance vesting criteria that was determined to have been satisfied on March 8, 2024.

F2: Number of shares forfeited to pay tax withholding obligations upon the vesting of PSUs granted by the Issuer under the 2019 Omnibus Incentive Plan.

F3: Converts to Common Stock on a one-for-one basis.

F4: The number of shares of Common Stock that would be received upon vesting of the PSUs, if any, may vary from 0% to 200% of the number shown depending on specified TSR performance over the relevant vesting period.

F5: The PSUs vest, if at all and to the extent of specified TSR performance, over a period of three years from March 1, 2021, with the final two-thirds of the units eligible to vest based on performance through March 1, 2024.