Item 7.01 Regulation FD Disclosure.

In connection with investor meetings held on September 15, 2021, Mr. Cooper Group Inc. (the "Company") clarified the impact of recent stock repurchase activity, consisting of 11.1 million shares of common stock that were repurchased from Kohlberg Kravis Roberts & Co. L.P. ("KKR") on August 2, 2021 and disclosed that no further share repurchases have taken place subsequently. As a result of this repurchase activity, the Company expects to report approximately 75 million common shares outstanding as of September 30, 2021. Based on the timing of the repurchase, and assuming no change in the stock price prior to quarter end, the Company expects to report approximately 82 million weighted-average diluted shares for the third quarter.

RECONCILIATION OF COMMON STOCK OUTSTANDING



Shares in millions                         3Q'21
                                        (Estimate)
Ending Common Stock
Common stock at beginning of period              86
KKR common stock repurchase                     (11 )
Common shares at end of period                   75

Weighted Average Diluted Common Stock
Common stock at beginning of period              86
Effect of KKR common stock repurchase            (7 )
Dilutive effect of stock awards                   3
Weighted average diluted common stock            82

The information in this Item 7.01 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Any statements in this current report that are not historical or current facts are forward looking statements. Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Results for any specified quarter are not necessarily indicative of the results that may be expected for the full year or any future period. Certain of these risks and uncertainties are described in the "Risk Factors" section of Mr. Cooper Group's most recent annual reports and other required documents as filed with the SEC which are available at the SEC's website at http://www.sec.gov. Mr. Cooper undertakes no obligation to publicly update or revise any forward-looking statement or any other financial information contained herein, and the statements made herein are current as of the date of this current report only.

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