UWM Holdings (NYSE: UWMC) outlines upside from Two Harbors merger and 2026 targets
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
UWM Holdings Corporation furnished an investor presentation outlining its pending acquisition of Two Harbors and updating its 2026 outlook. The company highlights an estimated ~$7.6 billion pro forma market value and a ~$2.2 billion public float after combining with Two Harbors.
UWM reiterates its quarterly dividend of about $160 million, or $0.10 per share, which equates to a 9.9% dividend yield, and notes that the deal should significantly increase equity and cash flow through Two Harbors’ servicing portfolio. Management also cites expected cost synergies of roughly $150 million and potential benefits from Two Harbors’ net operating loss carryforwards.
The presentation emphasizes UWM’s #1 mortgage origination platform alongside Two Harbors’ servicing operations and reports fourth-quarter 2025 loan originations of $49.6 billion, the highest since 2021. UWM expects standalone total revenue between $800 million and $900 million for the first quarter of 2026 and between $3.5 billion and $4.5 billion for full-year 2026.
Positive
- Major strategic acquisition with synergies: UWM highlights its pending purchase of Two Harbors, expecting a significant equity increase, roughly $150 million of cost synergies, and added value from Two Harbors’ net operating loss carryforwards.
- Robust dividend and growth outlook: The company maintains a quarterly dividend of about $160 million ($0.10 per share) with a 9.9% yield, while guiding to $800–$900 million in Q1 2026 revenue and $3.5–$4.5 billion for full-year 2026.
Negative
- None.
Insights
UWM pairs a major acquisition with strong 2026 revenue guidance.
UWM Holdings is using an 8-K investor deck to frame its pending acquisition of Two Harbors as both a scale and balance-sheet play. The company cites a pro forma ~$7.6 billion market value and ~$2.2 billion float, plus a significant equity increase from Two Harbors’ servicing assets.
The presentation underscores UWM’s income profile, including a 9.9% dividend yield from a ~$160 million quarterly dividend, and highlights ~$150 million of expected cost synergies and potential value from net operating loss carryforwards. It also stresses strategic fit between UWM’s origination engine and Two Harbors’ servicing platform.
On fundamentals, management points to $49.6 billion in Q4 2025 originations, the highest since 2021, and projects total revenue of $800–$900 million for Q1 2026 and $3.5–$4.5 billion for full-year 2026. These figures, alongside analyst price targets referenced in the deck, position the deal and guidance as materially supportive to the long-term equity story.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 11, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
(Registrant’s telephone number, including area code)
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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 | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
Item 7.01 Regulation FD Disclosure.
On March 11, 2026, UWM Holdings Corporation posted an investor presentation providing additional information regarding its pending acquisition of Two Harbors, Inc. A copy of the presentation is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Investor Presentation dated March 11, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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.
| UWM HOLDINGS CORPORATION | ||||||||
| By: | /s/ Rami Hasani | |||||||
| Name: | Rami Hasani | |||||||
| Title: | Executive Vice President, Chief Financial Officer | |||||||
Date: March 11, 2026
UNITED WHOLESALE MORTGAGE March 11, 2026
This presentation contains certain forward-looking statements and information, which reflect management’s current beliefs and expectations regarding future events and operating performance and speak only as of the date hereof. 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 include statements regarding: (1) the benefits of our business model; (2) our ability to adapt and scale our business when interest rates move; (3) our strategic collaboration with BILT; (4) the acquisition of TWO and the anticipated benefits from the acquisition; (5) our position amongst our competitors and ability to capture market share and maintain our industry leading position; (6) the timing of in-house servicing; (7) our beliefs regarding opportunities in the broker channel; (8) growth of the wholesale and broker channels, the impact of our strategies on such growth and the benefits to our business of such growth; (9) our growth and strategies to remain the leading mortgage lender, and the timing and drivers of that growth; (10) our beliefs related to the amount and timing of our dividend; (11) our expectations for future market environments, including interest rates, and the timing of such market changes; (12) our beliefs regarding our servicing operations; (13) our ability to increase recapture rate, while lowering the cost per recaptured loan; (14) our expectations related to total revenue in the first quarter of 2026; (15) our performance in shifting market conditions and the comparison of such performance against our competitors; (16) our ability to produce results in future years at or above prior levels or expectations, and our strategies for producing such results; (17) our position and ability to capitalize on market opportunities and the impacts to our results and (18) our investments in technology, including artificial intelligence, and its impact to our operations, ability to scale and financial results. 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: (i) UWM’s ability to successfully implement strategic decisions and product launches; (ii) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (iii) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (iv) UWM’s ability to sell loans in the secondary market; (v) UWM’s dependence on the government- sponsored entities such as Fannie Mae and Freddie Mac; (vi) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (vii) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (viii) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (ix) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (x) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xi) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xii) UWM’s ability to continue to attract and retain its broker relationships; (xiii) UWM’s ability to implement technological innovation, such as AI in our operations; (xiv) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xv) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xvi) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xvii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission including those under “Risk Factors” therein. We wish 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. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof. DISCLAIMER 2
3 • ~$7.6bn pro forma UWMC market cap, ~7x TWO standalone market cap • $2.2bn pro forma UWMC float(2) — more than double TWO standalone Enhanced Scale and Liquidity • 9.9% current dividend yield • UWM has issued a quarterly dividend of approximately $160mm ($0.10 per share) every quarter since becoming a publicly traded company in 2021 • Acquisition results in significant increase in equity • TWO’s high-quality servicing portfolio and servicing operation will create incremental earnings and cash flow UWMC Offers an Attractive Dividend s • UWM’s #1 origination capabilities complement TWO’s servicing platform and servicing portfolio • UWM’s industry-leading technology and network of broker partners creates opportunity to provide maximum protection to TWO's servicing portfolio • Origination and servicing balance creates more resilient business model across rate and macro environment UWM’s Origination Capabilities Complement TWO’s Servicing Capabilities Source: UWM Company Filings, FactSet as of 3/10/2026 1. TWO unaffected stock price of $9.91 reflects market close on 12/16/2025, the day prior to announcement 2. Based on 297.560mm UWMC Class A shares outstanding as of 3/5/2026 and 247.555mm UWMC Class A shares issued to TWO 3. For complete details on TWO's board recommendation, please refer to TWO Proxy Statement (Form DEFM14A) dated February 12, 2026 TRANSACTION HIGHLIGHTS FOR TWO SHAREHOLDERS • Ishbia family’s continued control and long-term ownership orientation aligns incentives with TWO shareholders • UWM’s public company history provides TWO shareholders a governance and economic framework that has consistently prioritized the creation of long-term value for all shareholders Shareholder Alignment Through Up-C Structure • TWO conducted a robust, extended strategic review process, and after considering advice from its advisors, the board determined that UWM’s offer represented the most attractive option for maximizing value for TWO shareholders • TWO Board considered the post-transaction voting structure and minority ownership in a controlled company as part of the overall assessment of the transaction’s merits and considerations including financial and strategic considerations, and came to the conclusion the transaction is value maximizing for TWO • TWO continues to believe that the transaction maximizes value for shareholders and that non-approval of the transaction could present downside risk due to factors such as standalone smaller scale and potential challenges in accessing new capital or debt at attractive rates to support growth TWO Board Considerations(3) • Attractive value creation potential, reflected in a $6.00 UWM research analyst price target implying a ~49% upside over UWM’s current stock price and ~41% value appreciation relative to TWO’s unaffected stock price(1) UWM’s stock price traded up to $6.10 as recently as 1/16/2026 • Upside in UWM’s stock through execution of standalone growth plan and consistent operating performance, including the highest origination quarter in 4 years and increasing Gain on Sale margins (+17bps YoY) • Additional value from ~$150mm of cost synergies expected to be realized • Additional upside from utilizing TWO’s net operating loss carryforwards Compelling Value with Strong Upside Potential
$14.00 +41.2% $14.23 +43.6% $16.66 +68.1% 38.8 29.9 33.5 25.1 22.3 31.8 29.7 24.4 27.6 33.6 39.5 38.7 32.4 39.7 41.7 49.6 99 99 52 51 92 88 97 92 108 106 118 105 94 113 130 122 1Q'22 2Q'22 3Q'22 4Q'22 1Q'23 2Q'23 3Q'23 4Q'23 1Q'24 2Q'24 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 4Q'25 $650 $538 $447 $453 $499 $563 $584 $520 $586 $622 $746 $721 $613 $759 $843 $945 $900 $4,500 1Q'222Q'223Q'224Q'221Q'232Q'233Q'234Q'231Q'242Q'243Q'244Q'241Q'252Q'253Q'254Q'251Q'26 FY'26 UWM’s total loan origination volume was $49.6 billion for the fourth quarter of 2025, which represents its highest quarterly origination volume since 2021 UWM’s standalone total revenue for the first quarter of 2026 is expected to be between $800 million and $900 million, and for fiscal year 2026 to be between $3.5 billion and $4.5 billion(1) $3,500 $800 Outlook(1) 4 Source: UWM Company Filings, FactSet as of 3/10/2026 1. Outlook reflects UWM 8-K dated March 10, 2026 2. Reflects total revenue prior to change in fair value of mortgage servicing rights and gain (loss) on other interest rate derivatives $ in billions Origination Volume and Gain Margin Trend Total Revenue(2) Trend and Forecast Implied Upside to Stock Price UWM’S CORE BUSINESS FUNDAMENTALS REMAIN STRONG AND PROVIDE MEANINGFUL UPSIDE POTENTIAL Implied Value to TWO Shareholders and Premium to Unaffected Stock Price +77% +49% +51% Total Gain Margin (bps) $ in millions $4.04 $6.00 $6.10 $7.14 Current Stock Price (as of 3/10/2026) Consensus Price Target (as of 3/10/2026) Trading High Since Announcement (1/16/2026) 52-Week High (9/11/2025)
5
FAQ
What transaction does UWM Holdings (UWMC) highlight in this 8-K?
UWM Holdings highlights its pending acquisition of Two Harbors, Inc. The company presents the deal as adding equity, scale and liquidity, combining UWM’s leading mortgage origination platform with Two Harbors’ servicing portfolio and operations to create a more balanced, resilient mortgage business model.
How large is UWM’s pro forma market value and float after the Two Harbors deal?
The presentation cites an estimated ~$7.6 billion pro forma UWM market value and about $2.2 billion pro forma public float. Management notes this float would be more than double Two Harbors’ standalone float, potentially improving trading liquidity for former Two Harbors shareholders.
What dividend does UWM Holdings (UWMC) emphasize to investors?
UWM emphasizes a quarterly dividend of approximately $160 million, or $0.10 per share. This equates to a 9.9% dividend yield, and the company notes it has paid this dividend every quarter since becoming publicly traded in 2021, underscoring its income profile.
What revenue guidance does UWM provide for 2026 in this presentation?
UWM expects standalone total revenue between $800 million and $900 million for the first quarter of 2026. For full-year 2026, it forecasts total revenue in a range of $3.5 billion to $4.5 billion, excluding fair-value changes in mortgage servicing rights and certain derivatives.
How is UWM’s recent loan origination performance described?
UWM reports total loan origination volume of $49.6 billion for the fourth quarter of 2025. The company states this is its highest quarterly origination volume since 2021, using it to support the view that core business fundamentals are strong heading into the Two Harbors combination.
What synergies and tax benefits does UWM expect from acquiring Two Harbors?
UWM expects approximately $150 million of cost synergies from integrating Two Harbors. It also points to additional potential value from using Two Harbors’ net operating loss carryforwards, which could enhance after-tax earnings depending on future profitability and utilization.
How does the Two Harbors board view UWM’s acquisition offer?
The presentation states that Two Harbors’ board conducted an extended strategic review and determined UWM’s offer was most attractive for maximizing shareholder value. The board continues to believe the transaction is value-maximizing, even considering minority ownership and post-transaction voting structure.