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  4. [8-K] UWM Holdings Corp Reports Material Event

UWM Holdings (NYSE: UWMC) secures $2.05B capital, suspends dividend

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

UWM Holdings Corporation entered into a $1.65 billion preferred equity and warrant financing with Oaktree Capital funds and Ishbia-affiliated entities and outlined a fully backstopped rights offering targeting at least $400 million, together forming a $2.05 billion strategic capital partnership aimed at strengthening liquidity and reducing debt.

The company issued 1,500,000 shares of Series A-1 and 150,000 shares of Series A-2 Preferred Stock at a $1,000 Stated Value per share, carrying cumulative dividends of 10.0% in cash or 13.0% if accreted, plus 330,000,000 Warrants split between $6.00 Class A and $2.00 Class B strikes, exercisable in cash through 2036. Oaktree gains significant consent rights, two board seats (plus an observer) and potential board majority after seven years or upon specified Events of Noncompliance, while extensive covenants constrain new debt, dividends and major corporate actions.

Management plans a registered Rights Offering for 200,000,000 Class A shares at the greater of $2.00 or 85% of a 10-day VWAP, fully backstopped by Oaktree and the Ishbia family. For the second quarter of 2026, UWM generated $39.7 billion of originations, $888.0 million of revenue and a net loss of $451.9 million, with Adjusted EBITDA of $185.9 million, non-funding debt-to-equity of 6.13 and approximately $1.3 billion of available liquidity; the board has suspended the quarterly common dividend.

Positive

  • $2.05 billion strategic capital partnership, including $1.65 billion of funded preferred equity plus a fully backstopped $400 million Rights Offering, materially increases liquidity and supports balance sheet strengthening.
  • Despite market volatility, UWM delivered $39.7 billion in Q2 2026 originations and improved total gain margin to 133 bps, up from 123 bps in Q1 2026 and 113 bps in Q2 2025.

Negative

  • UWM reported a substantial Q2 2026 net loss of $451.9 million, versus net income of $170.4 million in Q1 2026 and $314.5 million in Q2 2025.
  • Non-funding debt-to-equity rose to 6.13 at June 30, 2026, as total non-funding debt reached $6.04 billion against equity of $985.3 million.
  • The board has suspended the quarterly common dividend and the capital structure now includes 200,000,000 Rights Offering shares plus 330,000,000 Warrants, implying a substantial potential increase in common share count.

Filing Explained

The August 5 closing funded $1.65 billion, while warrant shares and 200 million rights-offering shares remain potential additions.

On August 5, 2026, UWM Holdings closed its $1.65 billion preferred-stock and warrant financing and received the stated gross proceeds. The press release describes a $2.05 billion partnership, while the filing shows that the additional $400 million rights offering was still planned rather than completed. For existing common holders, the closing adds preferred claims ahead of junior stock and creates potential common-share dilution if the warrants or rights are exercised.

The preferred stock carries cumulative dividends at either 10.0% in cash or 13.0% if accreted to stated value, plus liquidation and redemption preferences. The company issued warrants, each covering one Class A common share, with exercise prices of $6.00 and $2.00 and expiration on August 5, 2036; the underlying common shares are not issued merely because the warrants were issued.

The registered rights offering is scheduled to give holders of record on October 2, 2026 rights to buy up to 200 million Class A shares, with the offering expected from October 5, 2026 through November 12, 2026. The subscription price will be the greater of $2.00 or 85% of the specified 10-day VWAP. Oaktree has discretion to cover a shortfall, and the Ishbia support parties committed to cover any remaining shortfall; the filing does not report rights-offering proceeds as received.

The governance change is already partly effective: the Board expanded from 10 to 12 directors and appointed Nicholas Basso, an Oaktree designee, while Oaktree also designated Dante Quazzo as a non-voting observer. The next state changes to monitor are the rights-offering materials and the filing of the resale registration statement for the warrants and their underlying shares.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Preferred equity financing $1,650,000,000 Gross proceeds from Series A-1 and Series A-2 Preferred Stock and Warrants financing closed August 5, 2026
Total capital partnership size $2.05 billion Announced strategic capital partnership with Oaktree and the Ishbia family including initial financing and planned Rights Offering
Rights Offering shares 200,000,000 shares Class A Common Stock to be offered, targeting at least $400,000,000 of proceeds
Q2 2026 revenue $888.0 million Total revenue for the quarter ended June 30, 2026
Q2 2026 net income (loss) ($451.9 million) Consolidated net loss for the quarter ended June 30, 2026
Adjusted EBITDA Q2 2026 $185.9 million Adjusted EBITDA for the quarter ended June 30, 2026
Non-funding debt to equity 6.13 Non-funding debt-to-equity ratio as of June 30, 2026
Available liquidity approximately $1.3 billion Cash plus available borrowing capacity at June 30, 2026
Series A-1 Preferred Stock financial
"1,500,000 shares of Series A-1 Preferred Stock were issued to the Oaktree Purchasers"
Series A-1 preferred stock is a specific class of company shares created in an early financing round that typically gives its holders priority over common shareholders for dividends and money if the company is sold or liquidates. Think of it as a special ticket with upfront privileges — often convertible into ordinary shares and sometimes carrying voting or protective rights — so investors use it to reduce risk and preserve control compared with ordinary stock.
Warrants financial
"The Company issued Class A Warrants and Class B Warrants to purchase 330,000,000 shares of Class A Common Stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Rights Offering financial
"The Company has agreed to raise at least $400,000,000 from the sale of 200,000,000 shares through a Rights Offering"
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.
Minimum MOIC financial
"The redemption price will be increased if needed so cash returns reach the 140% Minimum MOIC"
Tax Receivable Agreement financial
"The Tax Receivable Agreement was amended to replace LIBOR with a term SOFR-based rate"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
Total revenue $888.0 million vs $901.4 million in Q1 2026 and $758.7 million in Q2 2025
Net income (loss) ($451.9 million) vs net income of $170.4 million in Q1 2026 and $314.5 million in Q2 2025
Adjusted EBITDA $185.9 million vs $160.9 million in Q1 2026 and $195.7 million in Q2 2025
Loan origination volume $39.7 billion vs $44.9 billion in Q1 2026 and $39.7 billion in Q2 2025
Total gain margin 1.33% vs 1.23% in Q1 2026 and 1.13% in Q2 2025

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What is the size and structure of UWM Holdings (UWMC)'s new capital partnership?
UWM entered a $2.05 billion strategic capital partnership combining $1.65 billion of Series A preferred equity and Warrants with a fully backstopped $400 million Rights Offering of Class A Common Stock to strengthen liquidity and reduce debt.

What are the key terms of UWM Holdings (UWMC)'s new preferred stock and warrants?
UWM issued 1,500,000 Series A-1 and 150,000 Series A-2 shares at a $1,000 Stated Value, with 10.0% cash or 13.0% PIK dividends, plus 330,000,000 Warrants at $6.00 and $2.00 strikes, exercisable in cash until August 5, 2036.

How will the UWM Holdings (UWMC) Rights Offering work for Class A shareholders?
UWM plans a Rights Offering of 200,000,000 Class A shares, targeting at least $400,000,000 in proceeds, at the greater of $2.00 or 85% of a 10-day VWAP, with one transferable Right per share held on October 2, 2026.

What were UWM Holdings (UWMC)'s key financial results for Q2 2026?
For Q2 2026, UWM reported $888.0 million in total revenue, a net loss of $451.9 million, Adjusted EBITDA of $185.9 million, and loan origination volume of $39.7 billion, with total equity of $985.3 million at June 30, 2026.

How does the new capital affect UWM Holdings (UWMC)'s balance sheet and leverage?
The $1.65 billion preferred financing and planned $400 million Rights Offering are intended to repay debt and MSR facilities. As of June 30, 2026, non-funding debt was $6.04 billion with a non-funding debt-to-equity ratio of 6.13.

What governance rights does Oaktree receive in UWM Holdings (UWMC)?
So long as it holds at least 25% of initial Series A-1 shares, Oaktree can nominate and elect two directors and one board observer, and may obtain a board majority after seven years or upon specified Events of Noncompliance, alongside extensive consent rights.

Has UWM Holdings (UWMC) changed its dividend policy following this transaction?
Yes. The board has suspended the quarterly common dividend to prioritize debt reduction and balance-sheet strength, while indicating it will continue to evaluate future capital return opportunities as market conditions and strategic needs evolve.
FALSE000178339812/3100017833982026-05-062026-05-06

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): August 5, 2026
UWM Holdings Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware001-3918984-2124167
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification Number)
585 South Boulevard E.
                                   Pontiac,
Michigan48341
(Address of principal executive offices)
(Zip Code)
(800) 981-8898
(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 classTrading
Symbol(s)		Name of each exchange
on which registered
Class A Common Stock, par value $0.0001 per shareUWMCNew York Stock Exchange

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 1.01 Entry Into a Material Definitive Agreement.

Securities Purchase Agreement

On August 5, 2026, UWM Holdings Corporation, a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain funds or investment vehicles advised, managed by, or otherwise affiliated with Oaktree Capital Management, L.P. (the “Oaktree Purchasers”), SFS Holding Corp. (“SFS”), Mathew Ishbia, and SFS Group Capital, LLC (the “Ishbia Purchaser” and, together with SFS and Mathew Ishbia, the “Ishbia Parties” and, together with the Oaktree Purchasers, the “Purchasers”), pursuant to which the Company agreed to (i) issue and sell to the Oaktree Purchasers 1,500,000 shares of Series A-1 Preferred Stock, par value $0.0001 per share (the “Series A-1 Preferred Stock”), (ii) issue and sell to the Ishbia Purchaser 150,000 shares of Series A-2 Preferred Stock, par value $0.0001 per share (the “Series A-2 Preferred Stock,” and together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”), (iii) issue Class A Warrants (the “Class A Warrants”) to purchase 165,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and (iv) issue Class B Warrants (the “Class B Warrants,” and together with the Class A Warrants, the “Warrants”) to purchase 165,000,000 shares of Class A Common Stock, for an aggregate purchase price of $1,650,000,000 (the “Financing”). The Financing closed on August 5, 2026, pursuant to which the Company received gross proceeds of $1,650,000,000.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.24 to this Current Report on Form 8-K and is incorporated herein by reference.

Series A Preferred Stock Certificates of Designation

On August 5, 2026 (the “Original Issue Date”), pursuant to the Securities Purchase Agreement, the Company (i) issued 1,500,000 shares of Series A-1 Preferred Stock to the Oaktree Purchasers, pursuant to the certificate of designation of Series A-1 Preferred Stock (the “Series A-1 Certificate of Designation”) and (ii) issued 150,000 shares of Series A-2 Preferred Stock to the Ishbia Purchaser, pursuant to the certificate of designation of Series A-2 Preferred Stock (the “Series A-2 Certificate of Designation, and together with the Series A-1 Certificate of Designation, the “Certificates of Designation”). Each share of Series A Preferred Stock has an original issue price (the “Original Issue Price”) and an initial stated value (as adjusted for compounded dividends as described below, (the "Stated Value") of $1,000 per share.

Dividends accrue on the Stated Value of each share of Series A Preferred Stock, whether or not declared, on a daily basis from the Original Issue Date, are cumulative and compound quarterly. Dividends accrue at a rate of either (i) 10.0% per annum (the “Cash Dividend Rate”), if declared prior to and paid in cash on the applicable dividend payment date, or (ii) 13.0% per annum, if not so declared and paid in cash, in which case such dividends automatically accrete to, and increase, the Stated Value. After the fifth anniversary of the Original Issue Date, and during the pendency of any Event of Noncompliance (as defined in the Series A-1 Certificate of Designation), dividends on the Series A-1 Preferred Stock are payable solely in cash at the Cash Dividend Rate. The Company may elect to declare and pay in cash all or a portion of the accrued and unpaid dividends; provided that so long as any shares of Series A-1 Preferred Stock remain outstanding, unless all accrued dividends on the outstanding shares of Series A-1 Preferred Stock have been paid in cash and no Series A-1 Event of Noncompliance has occurred, the Company may not, without the prior written consent of the Requisite Series A-1 Investor Majority (as defined in the Series A-2 Certificate of Designation), declare or pay dividends or make distributions in cash on the Series A-2 Preferred Stock.

Upon any liquidation, dissolution or winding up of the Company, or any bankruptcy, insolvency, receivership, and similar events involving the Company (each, a “Liquidation Event”), before any distribution is made to holders of any stock ranking junior to the Series A-1 Preferred Stock and Series A-2 Preferred Stock, holders of Series A-1 Preferred Stock and Series A-2 Preferred Stock are entitled to receive, on a pari passu basis, per share, the Series A Redemption Price (as defined below) before any payment or distribution is made to holders of any such junior stock. However, following any Series A-1 Event of Noncompliance, the Series A-1 Preferred Stock will be entitled to receive the entirety of the assets for distribution to stockholders before any distribution is made to holders of Series A-2 Preferred Stock or any other parity stock or junior stock. If a Liquidation Event occurs prior to the second anniversary of the Original Issue Date, the redemption price of the Series A Preferred Stock will be increased, if necessary, so that the applicable Series A Redemption Price, together with all cash dividends actually paid on the applicable share, equals at least 140% of the Original Issue Price (the “Minimum MOIC”).

The Company may, at any time and from time to time, redeem all or any portion of the outstanding Series A Preferred Stock at the applicable Series A Redemption Price, which equals the sum of (i) the liquidation preference, which is the Stated Value plus accrued and unpaid dividends, and (ii) an applicable redemption premium ranging from 10.0% of the liquidation preference in the first year following the Original Issue Date, increasing by 10.0% per year, up to 60.0% on or after the fifth anniversary (plus


an additional 10.0% for each portion of any twelve-month period the shares remain outstanding after the sixth anniversary) (the “Series A Redemption Price”). Until the second anniversary of the Original Issue Date, the Company’s optional redemption right is subject to specified net income and minimum outstanding share conditions and to the Minimum MOIC adjustment, provided that such limitations do not apply in connection with a Change of Control (as defined in the Certificates of Designation).

Shares of Series A-2 Preferred Stock can only be redeemed prior to a Series A-1 Event of Noncompliance and, unless otherwise agreed by the Requisite Series A-1 Investor Majority, contemporaneously with a redemption of shares of Series A-1 Preferred Stock. At any time shares of Series A-2 Preferred Stock are redeemed, the percentage of Series A-1 Preferred Stock that is redeemed cannot be less than the percentage of Series A-2 Preferred Stock that is redeemed.

Further, upon a Change of Control, the Company must offer to redeem all outstanding Series A Preferred Stock for the Change of Control Offer Price (as defined in the Certificates of Designation), which is payable in shares of Class A Common Stock, in the manner provided in the Certificates of Designation.

Except as required by applicable law or as expressly provided in the Certificates of Designation, the holders of Series A Preferred Stock have no voting rights. Holders of Series A-1 Preferred Stock have consent rights over specified matters as described below and, upon the earlier of the seventh anniversary of the Original Issue Date or a Special Event of Noncompliance (as defined in the Series A-1 Certificate of Designation), the right to elect a majority of the Company’s board of directors (the “Board”).

For so long as the Oaktree Purchasers collectively own at least 25% of the number of shares of the Series A-1 Preferred Stock issued to them on the Original Issue Date, the Oaktree Purchasers have the exclusive right to nominate and elect two individuals to the Board (the “Series A Investor Board Members”). Upon the earlier of the seventh anniversary of the Original Issue Date and the occurrence of a Special Event of Noncompliance, if any shares of Series A-1 Preferred Stock remain outstanding and are held by the Oaktree Purchasers, the number of authorized Board members will automatically be increased such that the total number of Series A Investor Board Members represents at least a majority of the total authorized number of directors of the Company. The holders of the Series A-2 Preferred Stock do not have Board designation rights.

So long as any shares of Series A-1 Preferred Stock are outstanding, the Company and its subsidiaries may not, without the Requisite Series A-1 Consent (as defined in the Series A-1 Certificate of Designation), take certain actions to, including, among other things, amend its organizational documents or the Series A-1 Certificate of Designation in a manner adverse to holders, issue senior or parity securities, incur indebtedness above specified leverage thresholds, make certain restricted payments, enter into certain affiliate transactions, effect specified asset dispositions or investments above specified thresholds, materially alter its principal line of business, enter into certain Change of Control transactions, and initiate an Insolvency Event (as defined in the Certificates of Designation). Holders of shares of Series A-2 Preferred Stock do not have these specified consent rights.

The Series A-1 Certificate of Designation contains customary Events of Noncompliance, including, among other things, failures to pay cash dividends when required, specified payment defaults, breaches of covenants, entry of specified judgments, insolvency events, cross-defaults above specified thresholds, failure to maintain minimum tangible book value of equity, minimum liquidity or maximum leverage covenants, delisting of the Class A Common Stock, and breaches of the Support Agreement (as defined below).

Upon the earlier of the seventh anniversary of the Original Issue Date or a Special Event of Noncompliance, the Requisite Series A-1 Investor Majority may require the Company to diligently pursue a Liquidity Transaction (as defined in the Series A-1 Certificate of Designation) (which may include a securities issuance, asset sale, recapitalization, or other financing transaction), the net proceeds of which must be used to redeem in full the outstanding Series A-1 Preferred Stock at the applicable Series A Redemption Price, all as more specifically described in the Series A-1 Certificate of Designation.

The foregoing description of the Series A Preferred Stock and the Certificates of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificates of Designation, copies of which are filed as Exhibits 3.4 and 3.5 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment to Limited Liability Company Agreement of UWM Holdings, LLC

In connection with the closing of the Financing, on August 5, 2026, Holdings LLC entered into the Third Amended and Restated Limited Liability Company Agreement (the “Third A&R LLC Agreement”), which amended and restated the Second Amended and Restated Limited Liability Company Agreement of Holdings LLC. The Company serves as the sole manager of Holdings LLC.

The Third A&R LLC Agreement was entered into to, among other things, authorize and provide for the creation and issuance to the Company of new classes of preferred units of Holdings LLC (the “Preferred Units”). The Preferred Units are held solely by the Company and are structured to mirror the economic and other terms of the Series A-1 Preferred Stock and Series A-2


Preferred Stock described in Item 1.01 above, including with respect to distributions, liquidation preference and redemption, and the number of outstanding Preferred Units is intended to correspond on a one-to-one basis with the number of outstanding shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock.

The foregoing description of the Third A&R LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third A&R LLC Agreement, a copy of which is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Warrant Agreements

At the closing of the Financing, the Company issued to (i) the Oaktree Purchasers, as set forth in the Securities Purchase Agreement, an aggregate of (A) 150,000,000 Class A Warrants and (B) 150,000,000 Class B Warrants and (ii) the Ishbia Purchaser (A) 15,000,000 Class A Warrants and (B) 15,000,000 Class B Warrants. The Class A Warrants and the Class B Warrants were issued pursuant to two separate Warrant Agreements, each between the Company and Equiniti Trust Company, LLC, as warrant agent (collectively, the “Warrant Agreements”), which provide for the same terms other than the exercise price.

Each Warrant entitles the holder to purchase one share of Class A Common Stock, subject to adjustment as described below. The Class A Warrants have an initial exercise price of $6.00 per share and the Class B Warrants have an initial exercise price of $2.00 per share. The Warrants are only exercisable for cash and do not provide for net settlement. The Warrants are exercisable, in whole or in part, at any time on any business day from and after the Original Issue Date until August 5, 2036, at which time any unexercised Warrants will expire.

The exercise price and the number of shares of Class A Common Stock issuable upon exercise of the Warrants are subject to customary anti-dilution adjustments, including for stock dividends, distributions, stock splits, subdivisions, reclassifications and combinations, and certain other distributions to holders of Class A Common Stock. In addition, upon the payment of any cash dividend or distribution (including any Permitted Regular Cash Dividends (as defined in the Series A-1 Certificate of Designation)) on the Class A Common Stock, the exercise price will be reduced by the per-share amount of such cash dividend on a dollar-for-dollar basis (but not below $0.0001 per share). Upon a dissolution, liquidation or winding up, holders will be entitled to receive securities, cash or other property, less an amount of securities, cash or other property having an aggregate fair market value equal to the exercise price of the Warrants then in effect. Upon a Change of Control, holders will be entitled to receive, upon exercise, the securities, cash or other property they would have received had they exercised their Warrants immediately prior to the Change of Control, and the successor entity shall assume the obligations under the applicable Warrant Agreement.

Each Warrant Agreement contains a beneficial ownership limitation that generally prohibits a holder from exercising its Warrants to the extent that, after giving effect to the exercise, the holder together with its affiliates and specified attribution parties would beneficially own in excess of 4.99% of the outstanding shares of Class A Common Stock, which limitation does not apply to the Permitted Holders (as defined in the Warrant Agreements) and which a holder may increase or decrease upon at least 61 days’ prior notice to the Company. The Warrants are subject to transfer restrictions, including restrictions on transfers to competitors of the Company, and in addition, the Warrants issued to the Ishbia Purchaser are not exercisable until approval of the Company’s stockholders, pursuant to applicable rules of the New York Stock Exchange, is obtained.

The foregoing description of the Warrants and the Warrant Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Agreements, copies of which are filed as Exhibits 4.13 and 4.14 to this Current Report on Form 8-K and incorporated herein by reference.

Rights Offering Support and Backstop Agreement

In connection with the closing of the Financing, on August 5, 2026, the Company, Mathew Ishbia, the Ishbia Purchaser (together with Mathew Ishbia, the “Ishbia Support Parties”), and the Oaktree Purchasers entered into the Support and Backstop Purchase Agreement (the “Backstop Agreement”), pursuant to which the Company has agreed to raise cash proceeds of at least $400,000,000 from the sale of 200,000,000 shares of Class A Common Stock through a registered rights offering by the Company (the “Rights Offering”). The Rights Offering will have a record date of October 2, 2026 (the “Record Date”) and is expected to commence on October 5, 2026 and expire at 5:00 p.m. Eastern Time on November 12, 2026.

Pursuant to the Rights Offering, the Company’s stockholders will have the right acquire 200 million shares of Class A Common Stock at a price equal to the greater of $2.00 per share or 85% of the 10-day VWAP ending on the third trading day immediately prior to the expiration of the Rights Offering.

To the extent that the Company does not raise at least $400 million in the Rights Offering (such deficit the “Unfunded Amount”), (i) the Oaktree Purchasers shall have the right, exercisable in their sole and absolute discretion, to purchase


securities from the Company up to the Unfunded Amount and (ii) to the extent that there is any Unfunded Amount after any Oaktree Purchaser purchases securities from the Company up to the Unfunded Amount, the Ishbia Support Parties have committed to purchase securities from the Company for such remaining Unfunded Amount. Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from the Company through either (x) shares of Class A Common Stock, at the same price as was available in the Rights Offering or (y) junior perpetual non-convertible preferred stock which is similar to the Series A-2 Preferred Stock, except that it is further subordinated to the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, and an equal amount of Class A Warrants and Class B Warrants for aggregate number of warrants equal to 20% of principal amount of such preferred stock.

The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which is filed as Exhibit 10.26 to this Current Report on Form 8-K and is incorporated herein by reference.

Investor Rights Agreement

In connection with the closing of the Financing, on August 5, 2026, the Company, UWM Holdings, LLC (“Holdings LLC”), the Oaktree Purchasers and the Ishbia Purchaser entered into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, the Oaktree Purchasers are provided certain governance rights. The Oaktree Purchasers may nominate and elect two Board members and one Board observer. One Series A Investor Board Member shall be appointed to the Compensation Committee of the Board and one Series A Investor Board Member (who satisfies the applicable independence criteria) shall be appointed to the Audit Committee of the Board.

Further, at any time that there are less than two Series A Investor Board Members in office, the Oaktree Purchasers may designate one non-voting Board observer. Pursuant to the Investor Rights Agreement, for so long as the Oaktree Purchasers have the right to nominate and elect or designate, as applicable, any Series A Investor Board Member or Board observer, or any such person is serving on the Board, the Company has agreed to maintain directors and officers indemnity insurance reasonably satisfactory to the Oaktree Purchasers and to provide indemnification for the Series A Investor Board Members and Board observer, as applicable.

The Investor Rights Agreement also includes the Company’s agreement to file a registration statement within 45 days following the date thereof registering the resale of the Warrants and the shares of Class A Common Stock issuable upon exercise of such Warrants. Purchasers also have certain demand and piggyback registration rights with respect to the shares of Series A Preferred Stock and Warrants acquired pursuant to the Securities Purchase Agreement, the Warrant Agreements or the Backstop Agreement (as defined below) and any shares of Class A Common Stock held at any time by any Oaktree Purchaser or any of its affiliates to the extent such person may be considered an affiliate of the Company.

In addition, the Investor Rights Agreement provides the Oaktree Purchasers with certain consent rights over specified corporate actions, information and inspection rights, participation (preemptive) rights with respect to certain future issuances of the Company’s securities, and restrictions on the Company’s ability to maintain trading policies applicable to the Oaktree Purchaser, in each case as set forth therein. The Investor Rights Agreement also imposes certain restrictions on the Purchasers’ ability to transfer any shares of Series A Preferred Stock held by them.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is filed as Exhibit 10.25 to this Current Report on Form 8-K and is incorporated herein by reference.

Tax Receivable Agreement

In connection with the closing of the Financing, on August 5, 2026, the Company and SFS amended and restated (the “TRA Amendment”) the Tax Receivable Agreement, dated January 21, 2021 (as amended, the “Tax Receivable Agreement”). Pursuant to the TRA Amendment, the Tax Receivable Agreement was amended and restated to (i) replace LIBOR with a term SOFR-based rate as the reference rate, (ii) carve out the Company’s ownership of the Preferred Units from the Hypothetical Tax Liability and the actual tax liability calculations, and (iii) update references to the limited liability company agreement of Holdings LLC to reflect the Third A&R LLC Agreement.

Except as modified by the TRA Amendment, all other material terms of the Tax Receivable Agreement remain in full force and effect.

The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is


incorporated herein by reference. Capitalized terms used in this section but not otherwise defined herein have the meanings assigned to them in the TRA Amendment.

Item 2.02    Results of Operations and Financial Condition.

On August 5, 2026, the Company issued a press release announcing its results for the second quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 3.02 Unregistered Sales of Equity Securities.

The information included in Item 1.01 above is incorporated by reference into this Item 3.02. The shares of Series A Preferred Stock, the Warrants, and the shares of Class A Common Stock issuable upon exercise of the Warrants were and will be offered, issued, and sold in a private placement in reliance upon exemptions from registration provided by Section 4(a)(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder, and corresponding provisions of state securities or “blue sky” laws, based in part on the representations of the Purchasers in the Securities Purchase Agreement, including that each Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D.

The issuance and sale of the Class A Common Stock, preferred stock, the Warrants and the shares of Class A Common Stock issuable upon the exercise of the Warrants pursuant to the Backstop Agreement, if any are issued, will be issued and sold in a private placement in reliance upon exemptions from registration provided by Section 4(a)(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder, and corresponding provisions of state securities or “blue sky” laws, based in part on the representations of the purchasers thereof in the Backstop Agreement, including that each purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D.

Accordingly, none of the securities issued and to be issued related to the transactions included in Item 1.01 were or will be registered under the Securities Act as of their respective dates of issuance, and, until registered, these securities may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration.

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

In connection with the closing of the Financing, on August 5, 2026, pursuant to the Series A-1 Certificate of Designation and the Investor Rights Agreement, the Board increased the size of the Board from ten (10) to twelve (12) directors and appointed Nicholas Basso as a director, effective as of August 5, 2026, to fill one of the resulting vacancies. Mr. Basso was designated for appointment by the Oaktree Purchasers pursuant to the right, as described above under Item 1.01 under the Series A-1 Certificate of Designation and the Investor Rights Agreement to nominate and elect two directors to the Board for so long as the Oaktree Purchasers collectively own at least 25% of the number of shares of the Series A-1 Preferred Stock issued to them on the Original Issue Date. There is no other arrangement or understanding between Mr. Basso and any other person pursuant to which he was selected as a director.

Pursuant to the Investor Rights Agreement, the Board has appointed Mr. Basso to the Compensation Committee of the Board.

Mr. Basso will receive compensation for his service as a director in accordance with the Company’s standard compensation program for non-employee directors, as described in the Company’s most recent proxy statement.

Mr. Basso is affiliated with the Oaktree Purchasers, which participated in the Financing, and which hold the registration, governance, and related rights described in Item 1.01 of this Current Report on Form 8-K. The material terms of those transactions are described in Item 1.01 above, which description is incorporated herein by reference. Except as described in this Current Report on Form 8-K, there are no transactions between Mr. Basso and the Company that would be reportable under Item 404(a) of Regulation S-K.

In addition, pursuant to the Investor Rights Agreement, the Oaktree Purchasers have designated Dante Quazzo as a non-voting observer to the Board. The Board observer is entitled to attend Board (and Board committee) meetings and receive Board materials in a non-voting capacity, subject to customary exceptions, and is not a director or officer of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the closing of the Financing, on August 5, 2026, the Company filed the Certificates of Designation with the Secretary of State of the State of Delaware, designating 1,500,000 shares of the Company’s preferred stock as Series A-1 Preferred Stock and 150,000 shares as Series A-2 Preferred Stock and establishing the designations, powers, preferences, and


relative, participating, optional, special, and other rights, and the qualifications, limitations, and restrictions, of the Series A Preferred Stock. The Certificates of Designation became effective upon filing. The terms of the Series A Preferred Stock are as described in Item 1.01 above, which description is incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

In connection with the Financing, the Company intends to conduct the Rights Offering, pursuant to which the Company intends to distribute transferable subscription rights to purchase up to an aggregate of 200,000,000 shares of Class A Common Stock to holders of record of the Company’s Class A Common Stock as of the close of business on October 2, 2026 (the “Record Date”), for aggregate cash proceeds of at least $400,000,000.

Each holder of Class A Common Stock as of the Record Date will receive one (1) subscription right (each, a “Right” and, collectively, the “Rights”) for each share of Class A Common Stock owned as of such date. Each Right will entitle the holder to purchase its pro rata portion of the shares offered at a subscription price per share (the “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 (10) consecutive trading days ending on the third trading day immediately prior to the expiration of the Rights Offering. The Rights Offering will expire at 5:00 p.m., Eastern Time, on November 12, 2026. The Rights are expected to be transferable and listed for trading during the subscription period on the New York Stock Exchange, subject to approval by the New York Stock Exchange.

Each Rights holder that is a stockholder of record as of the Record Date and that fully exercises its basic subscription right will be entitled to subscribe for additional shares of Class A Common Stock that remain unsubscribed pursuant to an over-subscription right.

As previously disclosed under Item 1.01 above, the Rights Offering will be fully backstopped by the Ishbia Purchaser pursuant to the Backstop Agreement, on the terms and subject to the conditions set forth therein. The offer and sale of the shares of Class A Common Stock issuable upon exercise of the subscription rights will be registered under the Securities Act of 1933 pursuant to a registration statement to be filed by the Company with the Securities and Exchange Commission (the “SEC”).

On August 5, 2026, the Company issued a press release announcing the terms of the Financing and the Rights Offering, a copy of which is filed herewith as Exhibit 99.2.

No Offer or Solicitation

This Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or 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 jurisdiction. The Rights Offering will be conducted pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-297986) (the “Registration Statement”), including the prospectus forming a part thereof, filed with the SEC, and which became automatically effective, on August 5, 2026. Additional information regarding the Rights Offering will be set forth in a final prospectus to be filed with the SEC pursuant to Rule 424(b)(3) under the Securities Act. Stockholders should read the prospectus carefully, including the risk factors included and incorporated by reference therein, when available. This Current Report on Form 8-K contains only a summary of certain terms of the Rights Offering. Investors should carefully review the subscription rights certificate and related offering materials, when available, as they will contain important information regarding the Rights Offering and the Rights.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits


Exhibit
No.		  Description
3.3 
Third Amended and Restated Limited Liability Company Agreement of UWM Holdings, LLC, dated as of August 5, 2026.
3.4 
Certificate of Designation of Series A-1 Preferred Stock of UWM Holdings Corporation.
3.5 
Certificate of Designation of Series A-2 Preferred Stock of UWM Holdings Corporation.
4.13 
Warrant Agreement (Class A Warrants), dated as of August 5, 2026, between UWM Holdings Corporation and Equiniti Trust Company, LLC, as warrant agent.
4.14 
Warrant Agreement (Class B Warrants), dated as of August 5, 2026, between UWM Holdings Corporation and Equiniti Trust Company, LLC, as warrant agent.
10.24 
Securities Purchase Agreement, dated as of August 5, 2026, by and among UWM Holdings Corporation, Oaktree Purchaser Entity, Mat Ishbia, SFS Holding Corp. and SFS Group Capital, LLC.
10.25 
Investor Rights Agreement, dated as of August 5, 2026, by and among UWM Holdings Corporation, UWM Holdings, LLC and the investors named therein.
10.26 
Support and Backstop Purchase Agreement, dated as of August 5, 2026, by and among UWM Holdings Corporation, Mat Ishbia, SFS Group Capital, LLC and the Purchasers named therein.
10.27 
Amended and Restated Tax Receivable Agreement, dated as of August 5, 2026, by and among SFS Holding Corp. and UWM Holdings Corporation.
99.1   
Press Release, dated August 5, 2026
99.2
Press Release, dated August 5, 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.

Date: August 5, 2026

UWM HOLDINGS CORPORATION
By:/s/ Rami Hasani
Name:Rami Hasani
Title:Executive Vice President, Chief Financial Officer





Exhibit 99.1


uwmc_colorlogoa.jpg
UWM Holdings Corporation Announces
Second Quarter 2026 Results

Loan Origination Volume of $39.7 Billion. Total Gain Margin of 133 Basis Points
Announcement of $2.05 Billion Equity Investment

PONTIAC, MI, August 5, 2026 - UWM Holdings Corporation (NYSE: UWMC) (“UWMC” or the “Company”), the publicly traded indirect parent of United Wholesale Mortgage (“UWM”), today announced its results for the second quarter ended June 30, 2026. Total loan origination volume was $39.7 billion for the second quarter 2026. The Company reported 2Q 26 total revenue of $888.0 million, net loss of $451.9 million and adjusted EBITDA of $185.9 million. The Company also announced a $2.05 billion equity capital investment by Oaktree Capital Management and SFS Group Capital, LLC, a newly formed investment vehicle wholly owned by the Ishbia family.

Mat Ishbia, Chairman, Chief Executive Officer and President of UWMC, said, “The second quarter was another quarter where we demonstrated the scale of our origination engine and industry leadership, as well as our continued commitment to serving the broker channel. I am also excited to announce our partnership with Oaktree. We’re taking decisive action to make UWM stronger, more liquid and better positioned to win for years to come. This is not just about capital. This is about bringing in a strategic partner that understands our business, understands MSRs, understands the mortgage industry and believes in the same long-term vision we have for UWM."

Second Quarter 2026 Highlights

•Originations of $39.7 billion in 2Q26, compared to $44.9 billion in 1Q26 and $39.7 billion in 2Q25
•Purchase originations of $23.8 billion in 2Q26, compared to $18.7 billion in 1Q26 and $27.3 billion in 2Q25
•Refinance originations of $15.9 billion in 2Q26, compared to $26.3 billion in 1Q26 and $12.4 billion in 2Q25
•Total gain margin of 133 bps in 2Q26 compared to 123 bps in 1Q26 and 113 bps in 2Q25
•Total revenue of $888.0 million in 2Q26 compared to $901.4 million in 1Q26 and $758.7 million in 2Q25
•Net loss of $451.9 million in 2Q26 compared to net income of $170.4 million in 1Q26 and net income of $314.5 million in 2Q25
•Adjusted EBITDA of $185.9 million in 2Q26 compared to $160.9 million in 1Q26 and $195.7 million in 2Q25
•Total equity of $1.0 billion at June 30, 2026, compared to $1.6 billion at March 31, 2026, and $1.7 billion at June 30, 2025
•Unpaid principal balance of MSRs of $247.6 billion with a WAC of 5.93% at June 30, 2026, compared to $229.5 billion with a WAC of 5.90% at March 31, 2026, and $211.2 billion with a WAC of 5.51% at June 30, 2025
•Ended 2Q26 with approximately $1.3 billion of available liquidity, reflecting $498.4 million of cash plus available borrowing capacity under our secured and unsecured lines of credit
1




Production and Income Statement Highlights (dollars in thousands, except per share amounts)
Q2 2026
Q1 2026Q2 2025
Loan origination volume(1)
$39,702,264$44,944,156 $39,744,514
Total gain margin(1)(2)
1.33%1.23 %1.13%
Total revenue
$888,003 $901,427 $758,700 
Net income (loss)
(451,902)170,374314,479
Diluted earnings (loss) per share
(0.24)0.090.11
Adjusted diluted earnings (loss) per share(3)
(0.23)N/A0.16
Adjusted net income (loss) (3)
(366,756)137,154249,429
Adjusted EBITDA(3)
185,879160,909195,683
(1) Key operational metric (see discussion below)
(2) Represents total loan production income divided by loan origination volume
(3) Non-GAAP metric (see discussion and reconciliations below)
Balance Sheet Highlights as of Period-end (dollars in thousands)
Q2 2026
Q1 2026Q2 2025
Cash and cash equivalents$498,407 $423,996 $489,984 
Mortgage loans at fair value9,619,076 10,991,101 8,040,310 
Mortgage servicing rights5,311,465 4,591,855 3,445,195 
Total assets17,940,542 19,266,244 13,886,889 
Non-funding debt (1)
6,040,429 5,092,831 3,323,565 
Total equity985,308 1,600,901 1,747,982 
Non-funding debt to equity (1)
6.13 3.18 1.90 
(1) Non-GAAP metric (see discussion and reconciliations below)

Mortgage Servicing Rights (dollars in thousands)
Q2 2026Q1 2026Q2 2025
Unpaid principal balance$247,648,881 $229,503,024 $211,237,964 
Weighted average interest rate5.93 %5.90 %5.51 %
Weighted average age (months)12 17 19 
Second Quarter Business and Product Highlights:
UWM LIVE!
•UWM hosted its annual UWM LIVE! event, the largest trade show in the mortgage industry, bringing together over 5,000 independent mortgage brokers and real estate agents from across the country to share industry insights, strengthen partnerships and explore new products and technology. The event highlighted UWM's continued investment in innovation and broker channel success.
Vantage Score 4.0
•UWM became the first mortgage lender to offer brokers access to both FICO® and VantageScore® for conventional loans. From inception to June 30, UWM originated $502 million in VantageScore® loans, representing 87% of all VantageScore loan volume across the industry. This performance highlights our commitment to innovation and expanding access to homeownership through alternative credit solutions.
Mia Enhancements
•UWM expanded the capabilities of its AI-powered assistant, Mia, with new on-demand engagement options and Spanish-language support. The enhancements help brokers strengthen client relationships, improve borrower engagement and operate more efficiently throughout the loan lifecycle.
Home Equity Loans
•UWM expanded its product suite with the introduction of home equity loans, giving brokers additional options to help homeowners access their available equity. The offering complements UWM's existing lending solutions and enables brokers to better serve a wider range of borrower needs.
2




Product and Investor Mix - Unpaid Principal Balance of Originations (dollars in thousands)
Purchase:Q2 2026Q1 2026Q2 2025
Conventional$13,209,888 $10,598,851 $16,825,147 
Government
8,721,020 6,622,457 8,358,290 
Jumbo and other (1)
1,841,685 1,143,526 2,115,964 
Total Purchase$23,772,593 $18,664,834 $27,299,401 
Refinance:Q2 2026Q1 2026Q2 2025
Conventional$6,011,927 $12,113,599 $5,082,559 
Government
8,401,321 12,268,457 5,688,192 
Jumbo and other (1)
1,516,423 1,897,266 1,674,362 
Total Refinance$15,929,671 $26,279,322 $12,445,113 
Total Originations$39,702,264 $44,944,156 $39,744,514 
(1) Comprised of non-agency jumbo products, construction loans, and non-qualified mortgage products,including home equity loans and lines of credit ("HELOCs") (which in many instances are second liens).

Dividend

Subsequent to June 30, 2026, the Company's Board of Directors determined to suspend its quarterly dividend. The Company is committed to a disciplined capital allocation strategy and will continue to evaluate capital return opportunities as market conditions evolve and opportunities arise.

Earnings Conference Call Details
As previously announced, the Company will hold a conference call for financial analysts and investors on Thursday, August 6, 2026, at 10:30 a.m. ET to review the results. Interested parties may register for a toll-free dial-in number by visiting:    
https://uwm.zoom.us/webinar/register/WN_nsViKKtxRnybVH3Db_qrkg
Please dial in at least 15 minutes in advance to ensure a timely connection to the call. Replay and supporting materials will be available on the Company's investor relations website at https://investors.uwm.com/.
Key Operational Metrics
“Loan origination volume” and “Total gain margin” are key operational metrics that the Company's management uses to evaluate the performance of the business. “Loan origination volume” is the aggregate principal of the residential mortgage loans originated by the Company during a period. “Total gain margin” represents total loan production income divided by loan origination volume for the applicable periods.
Non-GAAP Metrics
The Company's net income does not reflect the income tax provision that would otherwise be reflected if 100% of the economic interest in UWM was owned by the Company. Therefore, for comparison purposes, the Company provides “Adjusted net income (loss),” which is our pre-tax income (loss) together with an adjusted income tax provision (benefit), which is calculated as the provision for income taxes plus the tax effects of net income attributable to non-controlling interest determined using a blended statutory effective tax rate. “Adjusted net income (loss)” is a non-GAAP metric. “Adjusted diluted EPS” is defined as “Adjusted net income (loss)” divided by the weighted average number of shares of Class A common stock outstanding for the applicable period, assuming the exchange and conversion of all outstanding Class D common stock for Class A common stock, and is calculated and presented for periods in which the assumed exchange and conversion of Class D common stock to Class A common stock is anti-dilutive to EPS.
We also disclose Adjusted EBITDA, which we define as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, adjusted to exclude stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, the change in fair value of retained investment securities, and acquisition-related expenses (net of recoveries) as we believe these adjustments are not indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. Non-funding debt includes the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases.
3




In addition, we disclose “Non-funding debt” and the “Non-funding debt-to-equity ratio” as a non-GAAP metric. We define “Non-funding debt” as the total of the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases and the “Non-funding debt-to-equity ratio” as total non-funding debt divided by the Company’s total equity.
Management believes that these non-GAAP metrics provide useful information to investors. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for any other operating performance measure calculated in accordance with GAAP and may not be comparable to a similarly titled measure reported by other companies.
The following tables set forth the reconciliations of these non-GAAP financial measures to their most directly comparable financial measure calculated in accordance with GAAP (dollars in thousands, except per share amounts):
Adjusted net income
Q2 2026Q1 2026Q2 2025
Earnings (loss) before income taxes
$(472,921)$177,500 $329,418 
Adjusted income tax (provision) benefit
106,165 (40,346)(79,989)
Adjusted net income (loss)
$(366,756)$137,154 $249,429 
Adjusted Diluted EPS
Q2 2026
Q2 2025
Diluted weighted average Class A Common shares outstanding
337,525,247 202,133,122 
Assumed pro forma conversion of Class D shares(1)
1,264,749,262 1,396,892,510 
Adjusted diluted weighted average shares outstanding(1)
1,602,274,509 1,599,025,632 
Adjusted Net Income (Loss) (in thousands)(366,756)249,429 
Adjusted Diluted EPS(0.23)0.16 
(1) Reflects the pro forma exchange and conversion of antidilutive Class D common stock to Class A common stock

Adjusted EBITDAQ2 2026Q1 2026Q2 2025
Net income (loss)
(451,902)170,374 314,479 
Interest expense on non-funding debt86,810 70,727 50,775 
Provision (benefit) for income taxes
(21,019)7,126 14,939 
Depreciation and amortization14,655 14,385 12,200 
Stock-based compensation expense12,494 13,162 11,729 
Change in fair value of MSRs due to valuation inputs or assumptions, net(65,056)(247,897)(3,154)
(Gain) loss on other interest rate derivatives603,191 138,198 (208,904)
Deferred compensation, net2,100 2,250 1,773 
Change in fair value of Public and Private Warrants
— — (1,309)
Change in Tax Receivable Agreement liability
612 1,903 3,557 
Change in fair value of investment securities558 303 (402)
Acquisition-related expenses (net of recoveries)
3,436 (9,622)— 
Adjusted EBITDA185,879 160,909 195,683 
Non-funding debt and non-funding debt to equityQ2 2026Q1 2026Q2 2025
Senior notes$2,984,328 $2,983,152 $2,787,797 
Secured lines of credit2,950,000 2,000,000 425,000 
Borrowings against investment securities83,660 86,724 86,896 
Finance lease liability22,441 22,955 23,872 
Total non-funding debt$6,040,429 $5,092,831 $3,323,565 
Total equity$985,308 $1,600,901 $1,747,982 
Non-funding debt to equity6.13 3.18 1.90 



4




Cautionary Note Regarding Forward-Looking Statements
This press release and our earnings call include 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 press release and our earnings call include statements regarding: (1) the impact the strategic partnership with Oaktree will have on UWM’s financial results; (2) our position amongst our competitors and ability to capture market share and maintain our industry leading position; (3) our beliefs regarding opportunities in the broker channel; (4) growth of the wholesale and broker channels, the impact of our strategies on such growth and the benefits to our business of such growth; (5) our growth and strategies to remain the leading mortgage lender, and the timing and drivers of that growth; (6) our expectations for future market environments, including interest rates, and the timing of such market changes; (7) our performance in shifting market conditions and the comparison of such performance against our competitors; (8) our ability to produce results in future years at or above prior levels or expectations, and our strategies for producing such results; (9) our position and ability to capitalize on market opportunities and the impacts to our results and (10) 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 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; (viii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (ix) 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; (x) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xi) UWM’s ability to continue to attract and retain its broker relationships; (xii) UWM’s ability to implement technological innovation, such as AI in our operations; (xiii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xiv) 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; (xv) 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 (xvi) 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.
About UWM Holdings Corporation and United Wholesale Mortgage
Headquartered in Pontiac, Michigan, UWM Holdings Corporation (“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.
For inquiries regarding UWM, please contact:
INVESTOR CONTACTMEDIA CONTACT
BLAKE KOLONICOLE ROBERTS
InvestorRelations@uwm.comMedia@uwm.com
5




UWM HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share amounts)
June 30,
2026		December 31,
2025
Assets(Unaudited)
Cash and cash equivalents
(includes restricted cash of $21.0 million and $21.0 million, respectively)
$498,407 $503,364 
Mortgage loans at fair value9,619,076 9,932,729 
Derivative assets83,601 37,567 
Investment securities at fair value, pledged96,044 100,512 
Accounts receivable, net531,790 526,694 
Mortgage servicing rights5,311,465 4,073,781 
Premises and equipment, net174,559 180,199 
Operating lease right-of-use asset
(includes $90.3 million and $93.4 million with related parties)
90,930 94,310 
Finance lease right-of-use asset, net
(includes $19.6 million and $20.7 million with related parties)
20,116 21,247 
Loans eligible for repurchase from Ginnie Mae1,141,719 1,133,359 
Other assets372,835 324,914 
Total assets$17,940,542 $16,928,676 
Liabilities and Equity
Warehouse lines of credit$8,600,078 $8,912,496 
Derivative liabilities33,566 26,574 
Secured line of credit2,950,000 1,200,000 
Borrowings against investment securities 83,660 87,497 
Accounts payable, accrued expenses and other881,997 707,790 
Accrued distributions and dividends payable160,411 161,292 
Senior notes2,984,328 2,981,975 
Operating lease liability
(includes $96.4 million and $99.7 million with related parties)
97,034 100,596 
Finance lease liability
(includes $22.0 million and $22.9 million with related parties)
22,441 23,468 
Loans eligible for repurchase from Ginnie Mae1,141,719 1,133,359 
Total liabilities16,955,234 15,335,047 
Equity:
Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of June 30, 2026 or December 31, 2025
— — 
Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized, 342,247,135 and 268,415,480 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
34 27 
Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of June 30, 2026 or December 31, 2025
— — 
Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of June 30, 2026 or December 31, 2025
— — 
Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized, 1,261,862,603 and 1,331,482,620 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
126 133 
Additional paid-in capital15,032 9,910 
Retained earnings118,646 189,447 
Non-controlling interest851,470 1,394,112 
Total equity985,308 1,593,629 
Total liabilities and equity$17,940,542 $16,928,676 

6




UWM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share amounts)

For the three months ended
June 30,
2026		March 31,
2026		June 30,
2025
Revenue(Unaudited)(Unaudited)(Unaudited)
Loan production income$527,217 $554,572 $447,882 
Loan servicing income220,503 213,379 178,813 
Interest income140,283 133,476 132,005 
Total revenue
888,003 901,427 758,700 
Other gains (losses)
Change in fair value of mortgage servicing rights(122,683)(10,335)(111,421)
Gain (loss) on other interest rate derivatives(603,191)(138,198)208,904 
Other gains (losses), net
(725,874)(148,533)97,483 
Expenses
Salaries, commissions and benefits213,044 224,554 211,461 
Direct loan production costs72,161 60,505 46,330 
Marketing, travel, and entertainment35,588 30,878 26,379 
Depreciation and amortization14,655 14,385 12,200 
General and administrative89,748 59,034 59,999 
Servicing costs49,745 43,067 35,083 
Interest expense158,939 140,765 133,467 
Other expense 1,170 2,206 1,846 
Total expenses635,050 575,394 526,765 
Earnings (loss) before income taxes
(472,921)177,500 329,418 
Provision (benefit) for income taxes
(21,019)7,126 14,939 
Net income (loss)
(451,902)170,374 314,479 
Net income (loss) attributable to non-controlling interest
(371,308)145,073 291,570 
Net income (loss) attributable to UWMC$(80,594)$25,301 $22,909 
Earnings (loss) per share of Class A common stock:
Basic$(0.24)$0.09 $0.11 
Diluted$(0.24)$0.09 $0.11 
Weighted average shares outstanding:
Basic337,525,247 292,122,233 202,133,122 
Diluted337,525,247 1,600,064,853 202,133,122 


















7




Addendum to Exhibit 99.1

This addendum includes the Company's Consolidated Balance Sheets as of June 30, 2026, and the preceding four quarters and Statements of Operations for the quarter ended June 30, 2026, and the preceding four quarters for purposes of providing historical quarterly trending information to investors.

CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share amounts)

June 30,
2026		March 31,
2026		December 31,
2025		September 30,
2025		June 30,
2025
Assets(Unaudited)(Unaudited)(Unaudited)(Unaudited)
Cash and cash equivalents, including restricted cash$498,407 $423,996 $503,364 $870,703 $489,984 
Mortgage loans at fair value9,619,076 10,991,101 9,932,729 10,784,461 8,040,310 
Derivative assets83,601 124,490 37,567 91,446 59,356 
Investment securities at fair value, pledged96,044 98,491 100,512 101,277 101,627 
Accounts receivable, net531,790 1,271,014 526,694 548,090 719,369 
Mortgage servicing rights5,311,465 4,591,855 4,073,781 3,308,585 3,445,195 
Premises and equipment, net174,559 180,523 180,199 164,985 166,460 
Operating lease right-of-use asset90,930 92,616 94,310 95,957 91,004 
Finance lease right-of-use asset, net20,116 20,681 21,247 21,219 21,810 
Loans eligible for repurchase from Ginnie Mae1,141,719 1,124,020 1,133,359 749,089 564,806 
Other assets372,835 347,457 324,914 286,525 186,968 
Total assets$17,940,542 $19,266,244 $16,928,676 $17,022,337 $13,886,889 
Liabilities and Equity
Warehouse lines of credit$8,600,078 $9,900,303 $8,912,496 $9,783,664 $7,254,526 
Derivative liabilities33,566 337,817 26,574 41,209 76,683 
Secured line of credit2,950,000 2,000,000 1,200,000 — 425,000 
Borrowings against investment securities83,660 86,724 87,497 87,142 86,896 
Accounts payable, accrued expenses and other881,997 949,788 707,790 706,993 661,496 
Accrued distributions and dividends payable160,411 161,773 161,292 160,846 160,360 
Senior notes2,984,328 2,983,152 2,981,975 3,780,620 2,787,797 
Operating lease liability97,034 98,811 100,596 102,333 97,471 
Finance lease liability22,441 22,955 23,468 23,363 23,872 
Loans eligible for repurchase from Ginnie Mae1,141,719 1,124,020 1,133,359 749,089 564,806 
Total liabilities16,955,234 17,665,343 15,335,047 15,435,259 12,138,907 
Equity:
Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of each of the periods presented
— — — — — 
Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized; shares issued and outstanding - 342,247,135 as of June 30, 2026, 312,883,751 as of March 31, 2026, 268,415,480 as of December 31, 2025, 234,291,930 as of September 30, 2025 and 205,979,563 as of June 30, 2025
34 31 27 23 21 
Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of each of the periods presented
— — — — — 
Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of each of the periods presented
— — — — — 
Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized; shares issued and outstanding - 1,261,862,603 as of June 30, 2026, 1,287,482,620 as of March 31, 2026, 1,331,482,620 as of December 31, 2025, 1,365,482,620 as of September 30, 2025 and 1,393,282,620 as of June 30, 2025
126 129 133 137 139 
Additional paid-in capital15,032 12,593 9,910 7,579 5,688 
Retained earnings118,646 216,768 189,447 169,935 170,320 
Non-controlling interest851,470 1,371,380 1,394,112 1,409,404 1,571,814 
Total equity985,308 1,600,901 1,593,629 1,587,078 1,747,982 
Total liabilities and equity$17,940,542 $19,266,244 $16,928,676 $17,022,337 $13,886,889 



8




CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share amounts)
(Unaudited)

For the three months ended
June 30,
2026		March 31,
2026		December 31,
2025		September 30,
2025		June 30,
2025
Revenue
Loan production income$527,217 $554,572 $603,364 $542,144 $447,882 
Loan servicing income220,503 213,379 186,392 169,019 178,813 
Interest income140,283 133,476 155,491 132,089 132,005 
Total revenue888,003 901,427 945,247 843,252 758,700 
Other gains (losses)
Change in fair value of mortgage servicing rights(122,683)(10,335)(247,617)(307,825)(111,421)
Gain (loss) on other interest rate derivatives
(603,191)(138,198)61,409 27,813 208,904 
Other gains (losses), net
(725,874)(148,533)(186,208)(280,012)97,483 
Expenses
Salaries, commissions and benefits213,044 224,554 224,192 222,760 211,461 
Direct loan production costs72,161 60,505 55,141 64,213 46,330 
Marketing, travel, and entertainment35,588 30,878 34,212 23,410 26,379 
Depreciation and amortization14,655 14,385 13,757 12,747 12,200 
General and administrative89,748 59,034 73,670 62,243 59,999 
Servicing costs49,745 43,067 46,184 33,928 35,083 
Interest expense158,939 140,765 144,833 132,084 133,467 
Other expense (income)1,170 2,206 (2,574)(815)1,846 
Total expenses635,050 575,394 589,415 550,570 526,765 
Earnings (loss) before income taxes(472,921)177,500 169,624 12,670 329,418 
Provision (benefit) for income taxes(21,019)7,126 5,140 582 14,939 
Net income (loss)(451,902)170,374 164,484 12,088 314,479 
Net income (loss) attributable to non-controlling interest(371,308)145,073 145,072 13,350 291,570 
Net income (loss) attributable to UWMC$(80,594)$25,301 $19,412 $(1,262)$22,909 
Earnings (loss) per share of Class A common stock:
Basic$(0.24)$0.09 $0.08 $(0.01)$0.11 
Diluted$(0.24)$0.09 $0.08 $(0.01)$0.11 
Weighted average shares outstanding:
Basic337,525,247 292,122,233 256,913,262 221,354,499 202,133,122 
Diluted337,525,247 1,600,064,853 256,913,262 221,354,499 202,133,122 

9


Exhibit 99.2


uwmc_colorlogo.jpg


UWM Holdings Corporation Announces $2.05 Billion Strategic Capital Partnership
with the Ishbia Family and Oaktree Capital Management

Transaction provides significant permanent capital, strengthens UWM’s balance sheet, enhances liquidity and positions the nation’s leading mortgage lender to continue investing through the cycle

PONTIAC, Mich. and LOS ANGELES, Calif. — August 5, 2026 — UWM Holdings Corporation (NYSE: UWMC) (“UWMC” or the “Company”), the publicly traded indirect parent of United Wholesale Mortgage (“UWM”), today announced a $2.05 billion strategic capital partnership with the Ishbia Family via their new family investment vehicle, SFS Group Capital, LLC (“SFS”) and Oaktree Capital Management, L.P. (“Oaktree”) to fortify UWM’s balance sheet and position the Company for continued long-term success at a time when many competitors are pulling back. The initial investment was made in the form of preferred equity together with warrants. The Company is also announcing a suspension of its common dividend to prioritize debt reduction and balance-sheet strength.

The Company also intends to launch a $400 million rights offering to Class A shareholders, with the support of the Ishbia Family and Oaktree, if needed. The rights offering will have a record date of October 2, 2026 (the “Record Date”) and is expected to commence on October 5, 2026 and expire at 5:00 p.m. Eastern Time on November 12, 2026. Each holder of Class A Common Stock as of the Record Date will receive one subscription right for each share of Class A Common Stock owned (each, a “Right”). Each Right will entitle the holder to purchase its pro rata portion of the 200 million shares of Class A Common Stock 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 Rights will be transferable and listed on the NYSE. There will also be an oversubscription option for the holders of the Rights. Complete terms will be set forth in the Company's Current Report on Form 8-K to be filed with the SEC.

The transaction represents a proactive step by UWM to add permanent capital and financial flexibility while continuing to execute from its position as the nation's leading mortgage lender. UWM has been the nation’s leading mortgage originator since 2022 and the clear leader in the wholesale channel for 11 consecutive years, and this strategic capital partnership is designed to ensure the Company can continue serving its clients, team members, counterparties, bondholders, equity holders and the investor community at large while maintaining its competitive position.

The net proceeds will primarily be used to repay existing debt and MSR financing facilities and strengthen UWM's equity base and liquidity. With a fortified balance sheet, the Company will have greater flexibility to continue investing in the independent mortgage broker channel, proprietary technology and AI, and its servicing platform through the cycle. With Oaktree as a scaled strategic partner and the Ishbia Family investing alongside the transaction, UWM is further aligning its balance sheet and capital strategy with its long-term objective of expanding market share, improving durability and continuing to build the best mortgage company in America.

“We’re taking decisive action to make UWM stronger, more liquid and better positioned to win for years to come,” said Mat Ishbia, Chairman, President and Chief Executive Officer of UWM. “This is not just about capital. This is about bringing in a strategic partner that understands our business, understands MSRs, understands the mortgage industry and believes in the same long-term vision we have for UWM.”

Ishbia continued, “We’re already the No. 1 mortgage lender in America and the undisputed leader in wholesale. We’ve been able to achieve this by playing offense, and that’s not changing. This strategic partnership gives us even more firepower to sustain that


offense by continuing to invest, innovate, and grow broker channel share. It strengthens our ability to support our broker partners, deliver for our clients and borrowers, and create long-term value for our team members, investors, and stakeholders. We’re going to continue investing in technology, AI, servicing and the tools that help brokers win. This transaction makes us stronger today and puts us in an even better position to continue dominating as the market recovers.”

“We are thrilled to partner with Mat and the UWM team at a pivotal time for the mortgage industry,” said Nick Basso, Co-Head of North America for Oaktree’s Global Opportunities Group. “Mat has built an exceptional business, and Oaktree’s commitment reflects our conviction in UWM’s differentiated platform, market leadership and long-term growth potential. We look forward to leveraging our experience in the mortgage sector and serving as a strategic partner to the Company and its stakeholders.”

Transaction Overview

•Reflects the largest equity capital investment into a mortgage originator
•$2.05 billion total capital investment from Oaktree and the Ishbia Family, providing UWM with significant permanent capital and financial flexibility.
•$1.65 billion of preferred equity capital to be funded at closing, with a planned $400 million rights offering to Class A shareholders to be raised with the support of the Ishbia Family and Oaktree, if needed.
•Use of proceeds focused on balance sheet fortification, including repayment of existing debt, repayment of MSR financing facilities and support for general corporate purposes.
•Investors will receive warrants in connection with the transaction, aligning all parties in the performance of the business over the long term.
•A representative from Oaktree will join the UWM Board of Directors, and Oaktree will additionally have the right to nominate one additional independent director.
•In connection with the transaction, UWM will suspend its quarterly dividend, but will continue to opportunistically evaluate capital return opportunities that are in the best interest of the Company and its investors as the market evolves. In the near term, UWM plans to use its earnings and any leverage it can comfortably apply to opportunistically pay down the preferred equity.

Key Benefits to UWM and its Constituents

•Supports brokers, clients and borrowers. A stronger balance sheet allows UWM to continue delivering the speed, service, technology and pricing that help independent mortgage brokers compete and grow.
•Underscores UWM's industry-leading position, resilient earnings power, and long-term outlook, while aligning the Company with a highly respected global investment firm known for its disciplined, long-term approach to capital allocation.
•Positions UWM to play offense as the market recovers. With a fortified balance sheet, added liquidity, and a strategic partner alongside the Company, UWM is better positioned to capture share as housing activity and refinance demand improve.
•Accelerates balance sheet deleveraging by enabling the repayment of outstanding senior notes and mortgage servicing rights financing facilities, materially reducing leverage and improving key financial metrics.
•Pro forma structure results in strong leverage and liquidity ratios that will continue to improve through earnings.
•Enhances long-term financial stability by increasing total liquidity, equity base, and maintaining a healthy cash position, positioning UWM to remain resilient regardless of market conditions and interest rate volatility.
•Additional board members affiliated with Oaktree provide UWM with alignment and interest from individuals with world-class experience, expertise, and strategic relationships.
•Supports continued investment in technology and innovation, reinforcing UWM's commitment to providing independent mortgage brokers with industry-leading tools, operational efficiency, and AI-powered solutions that enhance the borrower experience.
•Aligns with UWM's long-term strategic focus of growing through the broker channel, expanding its leadership position in wholesale mortgage lending, and driving sustainable profitability over time.



Advisors

J.P. Morgan Securities LLC is serving as financial advisor to UWMC in connection with the transaction, and Greenberg Traurig, P.A. is serving as legal counsel to UWMC. Wells Fargo Securities is serving as financial advisor to Oaktree, and Kirkland & Ellis LLP is serving as legal counsel to Oaktree.

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (“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.

Other Important Information

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.

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) the benefits of the strategic partnership with Oaktree; (ii) the impact the strategic partnership with have on UWM’s financial results; (iii) expectations regarding the rights offering and the timing and terms thereof; (iv) UWM’s ability to continue to drive shareholder value; (v) UWM’s ability to opportunistically pay down the preferred equity; (vi) UWM’s investment in technology; (vii) UWM’ ability to maintain market share; and (viii) UWM’s intrinsic value. 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) the ability to obtain benefits of the strategic partnership with Oaktree; (ii) that the strategic partnership with Oaktree will not provide the expected benefits or impact on the financial condition of UWM; (iii) UWM’s ability to successfully implement strategic decisions and product launches; (iv) 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; (v) 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; (vi) UWM’s ability to sell loans in the secondary market; (vii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (viii) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (ix) 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; (x) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xi) 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; (xii) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xiii) UWM’s ability to continue to attract and retain its broker relationships; (xiv) UWM’s ability to implement technological innovation, such as AI in our operations; (xv) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xvi) 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; (xvii) 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


(xviii) other risks and uncertainties indicated from time to time in our filings with the SEC 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.

For inquiries regarding UWM, please contact:
INVESTOR CONTACTMEDIA CONTACT
BLAKE KOLONICOLE ROBERTS
InvestorRelations@uwm.comMedia@uwm.com

Source: View Original Filing on SEC EDGAR

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