Mr Cooper : Code of Business Conduct and Ethics

MR. COOPER GROUP INC.

CODE OF BUSINESS CONDUCT AND ETHICS

Dated As of October 27, 2020

Dear Colleagues,

The good name and reputation of Mr. Cooper Group Inc. and its operating subsidiaries (collectively, the "Company") are a result of the dedication and hard work of all of us. Together, we are responsible for preserving and enhancing this reputation, a task that is fundamental to our continued success. Our goal is not just to comply with the laws and regulations that apply to our business; we also strive to abide by the highest standards of business conduct.

We set forth in the succeeding pages the Company's Code of Business Conduct and Ethics (the "Code"), which has been approved by the board of directors of Mr. Cooper Group Inc. (the "Board of Directors"). The purpose of the Code is to reinforce and enhance the Company's commitment to an ethical way of doing business. The contents of the Code are not new, however. The policies set forth here are part of the Company's tradition of ethical business standards.

All employees, officers and directors of the Company and its subsidiaries are expected to comply with the policies set forth in this Code. Read the Code carefully and make sure that you understand it, the consequences of non-compliance, and the Code's importance to the success of the Company. If you have any questions, speak to your manager, an HR Business Partner, the General Counsel or any of the other resources identified in this Code. The Code cannot and is not intended to cover every applicable law or provide answers to all questions that might arise; for that we must ultimately rely on each person's good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. When in doubt about the advisability or propriety of a particular practice or matter, we believe it is always a good idea to seek such guidance.

Sincerely,

Jay Bray

Chairman, President & Chief

Executive Officer

TABLE OF CONTENTS
	Page
PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK	....................... 1
About the Code of Business Conduct and Ethics	1
Meeting Our Shared Obligations	1
RESPONSIBILITY TO OUR ORGANIZATION	1
Conflicts of Interest	1
Improper Personal Benefits from the Company	2
Financial Interests in Other Businesses	2
Business Arrangements with the Company	2
Contracting with Outside Companies	2
Outside Employment or Activities With a Competitor	3
Outside Employment With a Supplier	3
Charitable, Government and Other Outside Activities	3
Family Members Working In the Industry	3
Corporate Opportunities	4
Entertainment, Gifts and Gratuities	4
Receipt of Gifts and Entertainment	4
Offering Gifts and Entertainment	5
Protection and Proper Use of Company Assets	5
Company Books and Records	6
Record Retention	6
Confidential Information	7
Insider Trading	8
Trademarks, Copyrights and Other Intellectual Property	9
Trademarks	9
Copyright Compliance	9
Intellectual Property Rights of Others	9
Computer and Communication Resources	10
Responding to Inquiries from the Press and Others	10
FAIR DEALING	11
Antitrust Laws	11
Conspiracies and Collaborations Among Competitors	11
Distribution Issues	12
Penalties	12
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TABLE OF CONTENTS
(continued)
	Page
Gathering Information About the Company's Competitors	13
RESPONSIBILITY TO OUR PEOPLE	13
Respecting One Another	13
Employee Privacy	14
Equal Employment Opportunity and Nondiscrimination	14
Sexual and Other Forms of Harassment	14
Other Forms of Harassment	15
Reporting Responsibilities and Procedures	15
Safety in the Workplace	16
Weapons and Workplace Violence	16
Drugs and Alcohol	16
INTERACTING WITH GOVERNMENT	16
Prohibition on Gifts to Government Officials and Employees	16
Political Contributions and Activities	16
Lobbying Activities	17
Bribery of Foreign Officials	17
IMPLEMENTATION OF THE CODE	18
Responsibilities	18
Seeking Guidance	18
Reporting Violations	18
Reports Regarding Accounting Matters	18
Anti-Retaliation	19
Investigations of Suspected Violations	19
Discipline for Violations	20
Waivers of the Code	20
No Rights Created	20
Remember	20

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PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK

About the Code of Business Conduct and Ethics

We at the Company are committed to the highest standards of business conduct in our relationships with each other, as well as our investors, customers, suppliers, shareholders and others. This requires that we conduct our business in accordance with all applicable laws and regulations and in accordance with the highest standards of business conduct. The Company's Code of Business Conduct and Ethics helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business.

Our business depends on the reputation of all of us for integrity and principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law.

The Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment. Employees of the Company are employed at-will, except when covered by an express, written employment agreement with the Company. This means that you may choose to resign your employment at any time, for any reason or for no reason at all. Similarly, the Company may choose to terminate your employment at any time, for any legal reason or for no reason at all, but not for an unlawful reason.

Meeting Our Shared Obligations

Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages. If you have questions, ask us; if you have ethical concerns, raise them. The General Counsel, who is responsible for overseeing and monitoring compliance with this Code, and the other resources set forth in this Code, is available to answer your questions and provide guidance. The General Counsel is the party to whom you should report suspected misconduct. Our conduct should reflect the Company's values, demonstrate ethical leadership, and promote a work environment that upholds the Company's reputation for integrity, ethical conduct and trust.

RESPONSIBILITY TO OUR ORGANIZATION

Company employees, officers and directors are expected to dedicate their best efforts to advancing the Company's interests and to make decisions that affect the Company based on the Company's best interests, independent of outside influences.

Conflicts of Interest

A conflict of interest occurs when your private interests interfere, or even appear to interfere, with the interests of the Company. A conflict situation can arise when you take actions or have interests that make it difficult, or even appear to make it difficult, for you to perform your Company work objectively and effectively. Your obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual, apparent and potential conflicts of interest between personal and business relationships. This includes full disclosure of any actual, apparent or potential conflicts of interest as set forth below.

Special rules apply to executive officers and directors who engage in conduct that creates an actual, apparent or potential conflict of interest. Except as may otherwise be permitted under the certificate of incorporation of Mr. Cooper Group Inc., as has been and may be amended and/or restated from

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time to time (the "Certificate of Incorporation"), or any policy approved by the Nominating and Corporate Governance Committee of the Board of Directors, before engaging in any such conduct, executive officers and directors must make full disclosure of all facts and circumstances to the General Counsel, who shall inform and seek the prior approval of the Nominating and Corporate Governance Committee of the Board of Directors.

Although we cannot list every conceivable conflict, what follows are some common examples of actual, apparent and potential conflicts of interest, and to whom employees (other than executive officers, who are discussed in the paragraph above) should make disclosures. If you are involved in a conflicts situation that is not described below or have any questions about whether a particular activity would be a conflicts situation, you should discuss your particular situation with your manager or the General Counsel.

Improper Personal Benefits from the Company

Conflicts of interest arise when an employee, officer or director, or any person with whom an employee has a close personal relationship, including a spouse, parents, children, siblings, or any person living in an employee's home (each an "Affiliate"), receives improper personal benefits as a result of his or her position in or relationship to the Company. You may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure, including any Company loans or guarantees of your personal obligations. The Company will not make any personal loans to nor guarantee the personal obligations of directors and executive officers.

Financial Interests in Other Businesses

Except as provided in our Certificate of Incorporation, you may not own or otherwise possess an interest in a company that competes with the Company. You may not own or otherwise possess an interest in a company or person that does business with the Company (such as a Company investor or supplier) without the prior written approval of the General Counsel. However, it is not typically considered a conflict of interest (and therefore, prior approval is not required) to have an interest of less than one half of 1% of the outstanding shares of a publicly traded company.

Business Arrangements with the Company

Except as provided in our Certificate of Incorporation, without prior written approval from the General Counsel, you may not participate in a joint venture, partnership or other business arrangement with the Company. If you are in a position where bids for Company work are submitted to you for decision, any bids submitted must be judged impartially and selected using reasonable business judgment and with the best interest of the Company in mind.

Contracting with Outside Companies

To ensure that the best interests of the Company are advanced at all times and that adequate time is allowed for review and negotiations of contracts, employees and directors agree that all agreements that the Company enters into may be signed only by the proper signatory with the appropriate authority level (including as conferred upon them by the Chief Executive Officer or through

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management's prescribed collaborative review process, including certain of the Company's senior officers) up to their approved amount.

Outside Employment or Activities With a Competitor

Except as provided in our Certificate of Incorporation, simultaneous employment with or serving as a director of a competitor of the Company is strictly prohibited, as is any activity that is intended to or that you should reasonably expect to advance a competitor's interests. You may not market products or services in competition with the Company's current or potential business activities. It is your responsibility to consult with the General Counsel to determine whether a planned activity will compete with any of the Company's business activities before you pursue the activity in question.

Outside Employment With a Supplier

Except as provided in our Certificate of Incorporation, and without prior written approval from the General Counsel, you may not be a supplier or be employed by, serve as a director of or represent a supplier to the Company, nor may you accept money or benefits of any kind as compensation or payment for any advice or services that you may provide to a supplier or anyone else in connection with its business with the Company.

Charitable, Government and Other Outside Activities

The Company encourages all employees to participate in projects and causes that further the welfare of our local communities. However, you must obtain the prior approval of your manager before serving as a director or trustee of any charitable, not-for-profit,for-profit, or other entity or before running for election or seeking appointment to any government-related position. Regardless of the foregoing, senior vice presidents and executive vice presidents must obtain the prior written approval of the General Counsel before serving as a director of any for-profit business or before running for election or seeking appointment to any government-related position.

Family Members Working In the Industry

You may find yourself in a situation where your spouse or significant other, your children, parents, or in-laws, or someone else with whom you have a close familial relationship is a competitor, supplier or customer of the Company or is employed by one. Such situations are not prohibited, but they call for disclosure and extra sensitivity to security, confidentiality and conflicts of interest.

There are several factors to consider in assessing such a situation. Among them: the relationship between the Company and the other company; the nature of your responsibilities as a Company employee and those of the other person; and the access each of you has to your respective employer's confidential information. Such a situation, however harmless it may appear to you, could arouse suspicions among your associates that might affect your working relationships. The very appearance of a conflict of interest can create problems, regardless of the propriety of your behavior.

To remove any such doubts or suspicions, you must disclose your specific situation to your manager or the General Counsel to assess the nature and extent of any concern and how it can be resolved (executive officers must disclose their specific situations to the General Counsel). In some instances, any risk to the Company's interests is sufficiently remote that the General Counsel may

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only remind you to guard against inadvertently disclosing Company confidential information and not to be involved in decisions on behalf of the Company that involve the other company.

Corporate Opportunities

Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Except as provided in our Certificate of Incorporation, if you learn of a business or investment opportunity through the use of Company property or information or your position at the Company, such as from a competitor or actual or potential customer, supplier, or business associate of the Company, you may not participate in the opportunity or make the investment without the prior written approval of the General Counsel. You may not use Company property or information or your position at the Company for improper personal gain, and except as provided in our Certificate of Incorporation, you may not compete with the Company.

Entertainment, Gifts and Gratuities

Receipt of Gifts and Entertainment

When you are involved in making business decisions on behalf of the Company, your decisions must be based on uncompromised, objective judgment. Employees interacting with any person who has business dealings with the Company (including suppliers, competitors, contractors and consultants) must conduct such activities in the best interest of the Company, using consistent and unbiased standards. We must never accept gifts or other benefits if our business judgment or decisions could be affected.

You must never ask for gifts, entertainment or any other business courtesies from people doing business with the Company. Unsolicited gifts and business courtesies, including meals and entertainment (but only when part of a business meeting and when shared with the host business contact), are permissible if they are customary and commonly accepted business courtesies; not excessive in value; and given and accepted without an express or implied understanding that you are in any way obligated by your acceptance of the gift or that the gift is a reward or inducement for any particular business decision already made or forthcoming.

In general, the only kinds of gifts and entertainment that you may accept from anyone who does or may do business with the Company are:

• Infrequent gifts of less than $250 in value;
• Occasional reasonably-priced meals;
• Occasional attendance at local sports, concert, theater, or other cultural events.

If you are invited by a customer or supplier to an event involving out-of-town travel or overnight stay, or to an event that is not realistically accessible to the general public or is available only at a very high premium over face value, such as the Olympics, World Series, World Cup, U.S. Open, Super Bowl or Academy Awards, you must obtain the prior written approval of your manager if there is adequate business rationale for your attendance. Gifts and entertainment outside of these guidelines should not be accepted without the prior written approval of your manager or the General Counsel.

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Gifts of cash or cash equivalents (including gift cards, gift certificates, securities, below-market loans, etc.) in any amount are prohibited and must be returned promptly to the donor.

If you have any doubt on the proper course of action regarding gifts and entertainment, obtain the prior approval of your manager.

Offering Gifts and Entertainment

When you are providing a gift, entertainment or other accommodation in connection with Company business, you must do so in a manner that is in good taste and without excessive expense. You may not furnish or offer to furnish any gift that is of more than token value or that goes beyond the common courtesies associated with accepted business practices or that is an inducement or reward for entering into a business transaction. You should follow the above guidelines for receiving gifts in determining when it is appropriate to give gifts and when prior written approval from your manager or the General Counsel is required.

Our investors, customers, suppliers and consultants likely have gift and entertainment policies of their own. You must be careful never to provide a gift or entertainment that violates the other party's gift and entertainment policy.

What is acceptable in the commercial business environment may be entirely unacceptable in dealings with the government. There are strict laws that govern providing gifts, including meals, entertainment, transportation and lodging, to government officials and employees. You are prohibited from providing gifts or anything of value to government officials or employees or members of their families in connection with Company business without prior written approval from the General Counsel. For more information, see the section of this Code regarding Interacting with Government.

Giving or receiving any payment or gift in the nature of a bribe or kickback is absolutely prohibited.

Protection and Proper Use of Company Assets

We each have a duty to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. We should take measures to prevent damage to and theft or misuse of Company property. When you leave the Company, all Company property must be returned to the Company. Except as specifically authorized, Company assets, including Company time, funds, equipment, materials, resources and proprietary information, must be used for business purposes only.

You may not store or keep any personal property at any of the Company's Facilities, except as specifically authorized, in advance, by one of the Company's officers.

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Company Books and Records

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Company.

You must complete all Company documents accurately, truthfully, and in a timely manner, including all timesheets, travel and expense reports. When applicable, you are responsible for ensuring that documents be properly authorized. You must record the Company's financial activities in compliance with all applicable laws and accounting practices, and fully reflect all Company transactions, as appropriate. In addition, the Company requires that you comply with all internal procedures established by the Company at all times. The making of false, artificial or misleading entries, records or documentation is strictly prohibited. No undisclosed or unrecorded bank account, fund or asset may be established or maintained. You must never create a false or misleading report or request or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents. You must never sign another's name or sign on behalf of anyone other than yourself, unless authorized to do so and only by properly indicating that you are signing on behalf of someone other than yourself.

You are expected to provide truthful, accurate and complete information, upon request, to the Company's attorneys, auditors and accountants (both internal and external). You must never make, or cause to be made, any false or misleading statement in connection with any examination or audit of the Company's books and records.

Record Retention

In the course of its business, the Company produces and receives large numbers of records. Numerous laws require the retention of certain Company records for various periods of time. The Company is committed to compliance with all applicable laws and regulations relating to the preservation of records. The Company's policy is to identify, maintain, safeguard and destroy or retain all records in the Company's possession on a systematic and regular basis. Under no circumstances are Company records to be destroyed selectively or to be maintained outside Company premises (other than Company designated storage facilities), except in those instances where Company records may be temporarily brought home by employees working from home in accordance with approvals from their managers or applicable policies about working from home or other remote locations.

If you learn of a subpoena or a pending or contemplated litigation or government investigation, you should immediately contact the General Counsel. You must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until you are advised by the Company's legal department (the "Legal Department") as to how to proceed. You must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. If you have any questions regarding whether a particular record pertains to a pending or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to

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