`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

~~Securities~~May ~~Exchange~~22, ~~Act of 1934~~2025

April 23, 2025

Date of report


Mr. Cooper Group Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	~~001-14667~~	~~91-1653725~~	001-14667		91-1653725
(State or Other Jurisdiction of Incorporation)	~~(Commission File Number)~~	~~(I.R.S. Employer Identification No.)~~	(Commission File Number)		(I.R.S. Employer Identification Number)
8950 Cypress Waters Boulevard			Coppell	Texas	75019
(Address of Principal Executive Offices)					(Zip Code)

~~8950~~(469) ~~Cypress~~549-2000 ~~Waters~~(Registrant’s ~~Blvd.~~Telephone Number, Including Area Code)

Coppell, TX 75019

(Address of Principal Executive Offices, and Zip Code)

469.549.2000

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~☐

¨Written ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~☐

¨Soliciting ~~Pre-commencement~~material ~~communication~~ pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))


☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	COOP	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

~~Emerging growth company ☐~~o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ o

Item 25.0207 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders

On ~~April~~May 2322, 2025, Mr. Cooper Group Inc. (the “"Company”") ~~issued a~~held ~~press release announcing~~ its ~~financial results for the first quarter ended March 31,~~ 2025. AAnnual ~~copy~~Meeting of ~~the~~Stockholders ~~press release is attached as Exhibit 99.1 and will be published in~~ (the ~~Investors~~“Annual ~~section on the Company’s website at www~~Meeting”).~~mrcoopergroup.com. In~~ ~~connection~~Results with ~~the~~respect ~~release, the Company posted a presentation relating~~ to ~~its~~proposals ~~first~~submitted ~~quarter~~at ~~ended March 31, 2025 financial results in~~ the ~~Investors~~Annual ~~section~~Meeting onwere ~~the~~as ~~Company’s website.~~follows:

~~The~~Proposal ~~press~~1: ~~release~~Election ~~and~~of presentation include certain non-generally accepted accounting principles financial measures. Reconciliations to the most directly comparable generally accepted accounting principles financial measures are included in the press release and the presentation.Directors

~~The~~Stockholders ~~information~~elected ~~furnished~~seven ~~pursuant~~directors to ~~this~~serve ~~Item 2.02~~a ~~shall~~term ~~not~~expiring beat ~~deemed to be “filed” for purposes of Section 18 of~~ the ~~Securities~~Company’s ~~Exchange~~annual ~~Act~~meeting of ~~1934,~~stockholders asto ~~amended (the “Exchange Act”), nor shall it~~ be ~~deemed~~held ~~incorporated by reference~~ in ~~any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing~~2026.

Item 9.01 Financial Statements and Exhibits.


NOMINEE	VOTES FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
Jay Bray	51,350,036.41	1,489,425.41	22,839.00	4,865,004.36
Andrew Bon Salle	52,656,584.82	180,755.00	24,961.00	4,865,004.36
Roy Guthrie	52,443,581.82	395,083.00	23,636.00	4,865,004.36
Daniela Jorge	52,258,434.82	562,824.00	41,042.00	4,865,004.36
Shveta Mujumdar	52,092,736.82	727,893.00	41,671.00	4,865,004.36
Tagar Olson	52,179,861.82	657,706.00	24,733.00	4,865,004.36
Steven Scheiwe	52,121,296.41	715,937.41	25,067.00	4,865,004.36

Proposal 2: Advisory vote on named executive compensation (d)Say ~~Exhibits~~on Pay)

Exhibit Number		Exhibit
99.1		Press release of Mr. Cooper Group Inc., dated April 23, 2025

Stockholders approved an advisory vote on named executive compensation (Say on Pay)


VOTES FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
51,745,022.77	1,030,679.00	86,599.05	4,865,004.36

Proposal 3: Advisory vote on the frequency to hold an advisory vote on executive compensation

The frequency of voting every year on executive compensation was approved on an advisory basis.


1 Year	2 Year	3 Year	Abstentions	Broker Non-Votes
50,719,121.97	4,367.59	2,097,182.21	41,629.05	4,865,004.36

As a result of the stockholder advisory vote and other factors, the Company will hold future advisory votes on executive compensation every year until the next advisory vote on the frequency of stockholder votes on executive compensation.

Proposal 4: Ratification of Appointment of Ernst & Young LLP

Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025.


VOTES FOR	AGAINST	ABSTAIN
56,404,078.18	1,273,908.00	49,319.00

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Mr. Cooper Group Inc.~~

Mr. Cooper Group Inc.

Date: April 23, 2025

By:

/s/ Kurt Johnson

Date: May 22, 2025

By:

/s/ Kurt Johnson

Kurt Johnson Executive Vice President & Chief Financial Officer

Kurt Johnson

Executive Vice President & Chief Financial Officer

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