UWM Holdings Corporation Announces Terms of Previously Announced Rights Offering for 200 million shares of Class A Common Stock

UWM plans to raise at least $400 million via a 200 million‑share rights offering with a backstop purchase commitment.

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PONTIAC, Mich. & LOS ANGELES--(BUSINESS WIRE)-- UWM Holdings Corporation (NYSE: UWMC) (“UWMC” or the “Company”), the publicly traded indirect parent of United Wholesale Mortgage (“UWM”), today announced the terms of its previously announced rights offering of 200 million shares of Class A Common Stock to holders of its Class A Common Stock.

Pursuant to the rights offering, each stockholder of the Company will receive one transferable subscription right ("right") for each share of Class A common stock held as of 5:00 p.m., Eastern Time, on October 2, 2026 (the "record date"). The rights offering will be made only by means of a prospectus, and this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Company’s securities.

SUMMARY OF THE TERMS OF THE RIGHTS OFFERING

• Each Right will entitle the holder to purchase its pro rata portion of the 200 million shares of Class A Common Stock (the “basic subscription right”) offered at a subscription price per share equal to the greater of: (i) $2.00 and (ii) 85% of the volume-weighted average price per share of the Class A Common Stock during the ten consecutive trading days commencing on October 27, 2026 and ending on November 9, 2026 (the “subscription price”).
• Rights holders who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of the Company’s Class A Common Stock that remain unsubscribed as a result of any unexercised basic subscription rights (the "over-subscription right"). The over-subscription right allows a rights holder to subscribe for additional shares of the Company’s Class A Common Stock at the subscription price on a pro rata basis.
• No fractional shares of Class A Common Stock will be issued in the rights offering. Any fractional shares of Class A Common Stock created by the exercise of the rights will be rounded down to the nearest whole share.
• The distribution of the rights is expected to commence on October 5, 2026 to stockholders of record as of the record date.
• Trading in the rights on the New York Stock Exchange (the "NYSE") is expected to begin on a "when-issued" basis on October 1, 2026 under the symbol "UWMC RTWI". Trading in the rights on the NYSE is expected to begin on a "regular way" basis on October 6, 2026 under the symbol "UWMC RT" and continue until the close of trading on the NYSE on November 11, 2026 (or if the rights offering is extended, on the business day immediately prior to the extended expiration date). The rights are a new issue of securities, however, and do not have an established trading market. The Company cannot assure that a market for the rights will develop or, if a market does develop, as to how long it will continue, or at what prices the rights will trade.
• The rights offering expires at 5:00 p.m., Eastern Time, on November 12, 2026 (the "expiration date"), unless extended.

The subscription agent for the rights offering will send a rights certificate to each registered holder of the Company’s Class A Common Stock as of the close of business on the record date, based on the Company’s stockholder registry maintained at the transfer agent for its Class A Common Stock. Holders of shares of Class A Common Stock in "street name" through a brokerage account, bank, or other nominee will not receive a physical rights certificate, and instead, such holders must instruct their broker, bank, or nominee whether or not to exercise subscription rights on their behalf.

On August 5, 2026, the Company entered into a backstop agreement (the “Backstop Agreement”) with SFS Group Capital, LLC (“SFS Group”), Mat Ishbia (together with SFS Group, the “Ishbia Support Parties”), and certain funds or investment vehicles advised, managed by, or otherwise affiliated with Oaktree Capital Management, L.P. (the “Oaktree Purchasers”). Pursuant to the Backstop Agreement, to the extent that the rights offering is not subscribed at a level that raises $400 million, the Oaktree Purchasers have the option, and the Ishbia Support Parties have the obligation to purchase securities for the unfunded amount, such that the gross proceeds to us from the rights offering and pursuant to the backstop agreement would be at least $400 million. Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from us pursuant to the Backstop Agreement through either (i) shares of Class A common stock, at the subscription price, or (ii) junior perpetual non-convertible preferred stock, and an equal amount of warrants to purchase Class A common stock for an aggregate number of warrants equal to 20% of the initial liquidation preference of such preferred stock.

The rights offering will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (Reg. No. 333-297986) on file with the Securities and Exchange Commission (the "SEC") and a prospectus supplement to be filed with the SEC prior to the commencement of the rights offering.

The information herein is not complete and is subject to change. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the rights, Class A Common Stock or any other securities, nor will there be any sale of the rights, Class A Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. This document is not an offering, which can only be made by a prospectus.

The base prospectus contains additional information about the Company and the prospectus supplement will contain additional information about the rights offering, and should be read carefully before investing.

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWMC is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for eleven consecutive years and is the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) expectations regarding the rights offering and the timing and terms thereof; and (ii) expectations regarding trading of the rights on the NYSE. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: prevailing market conditions, the ability of a market for the rights to develop, the Company's ability to launch the rights offering as expected, whether holders of record will exercise their rights to purchase Class A Common Stock and the amount subscribed, whether the conditions to the Backstop Agreement will be satisfied, whether the Company will be able to successfully complete the rights offering or the offering of securities pursuant to the Backstop Agreement, and other risks and uncertainties indicated from time to time in our filings with the SEC including those under “Risk Factors” therein. The Company wishes to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260922129528/en/

For inquiries regarding UWM, please contact:

INVESTOR CONTACT
BLAKE KOLO
InvestorRelations@uwm.com

MEDIA CONTACT
NICOLE ROBERTS
Media@uwm.com

Source: UWM Holdings Corporation

Key Terms

rights offering financial

A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.

View in glossary

subscription right financial

A subscription right is a short‑term entitlement given to existing shareholders that lets them buy additional shares at a set price before the shares are offered to the public. Like a limited-time coupon to buy more of a product, it matters to investors because exercising the right can prevent ownership from being diluted and may offer a discounted chance to increase holdings, while selling the right can provide immediate cash if they don’t want more shares.

over-subscription right financial

An over-subscription right is a privilege given to existing investors that allows them to buy additional shares during a company's new stock offering if there's high demand, beyond their initial allocation. It helps investors increase their ownership stake when more people want to buy shares than are available, similar to being given the option to buy extra tickets to a sold-out concert. This right can benefit investors by allowing them to strengthen their investment before the new shares are offered to the public.

backstop agreement financial

A backstop agreement is a guarantee from a third party to buy any unsold shares or take up remaining financing in a company’s stock sale or fundraising round, acting like a safety net so the deal goes through. For investors, it lowers the chance that a planned capital raise will fail and clarifies how much new stock might be issued and who will hold it, which can affect share value and dilution.

volume-weighted average price financial

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

form s-3 regulatory

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.