Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 23, 2021, Mr. Cooper Group Inc. (the "Company") disclosed that in accordance with the retirement provisions contained in the Company's corporate governance guidelines, Robert Gidel will retire as a director of the Company effective October 27, 2021.

Item 8.01 Other Information.

The Company disclosed that on August 23, 2021, Jay Bray, Chairman and Chief Executive Officer, entered into a pre-arranged stock trading plan (the "10b5-1 Plan") with a brokerage firm to sell up to a maximum of 120,000 shares of the Company's common stock ("Common Stock") between September 23, 2021 and September 23, 2022 in order to diversify his investment holdings. The maximum number of shares that could be sold over the twelve-month period represents approximately 10% of Mr. Bray's current ownership of Common Stock.

The 10b5-1 Plan was designed to comply with the Company's insider trading policies and the guidelines specified in Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended, which permit an officer or director to enter into a pre-arranged plan for buying or selling Company stock at a time when the officer or director is not in possession of material, nonpublic information about the Company. All sales of Common Stock under the 10b5-1 Plan will be disclosed publicly in accordance with applicable securities laws, rules, and regulations through appropriate filings with the U.S. Securities and Exchange Commission.

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