FALSE000178339800017833982026-10-012026-10-01
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): October 5, 2026
UWM HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | |
| Delaware | 001-39189 | 84-2124167 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification Number) |
| | | | | | | | | | | |
| | | |
| 585 South Boulevard E. | | |
Pontiac, | MI | | 48341 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (800) 981-8898
(Former name or former address, if changed since last report) Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | 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 |
| Class A Common Stock, par value $0.0001 per share | | UWMC | | New 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ 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 8.01 Other Events.
On October 5, 2026, UWM Holdings Corporation (the “Company”) commenced its previously announced rights offering to raise proceeds of up to $400 million (the “Rights Offering”). Pursuant to the Rights Offering, each holder of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) as of October 2, 2026 (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. The Rights Offering is being made pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-297986) (the “Registration Statement”) that was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective on August 5, 2026, and the prospectus supplement relating the rights offering filed with the SEC on September 29, 2026 (together with the base prospectus included in the Registration Statement, the “Prospectus”).
This Form 8-K updates the information in the Prospectus to include the final number of shares of Class A Common Stock issuable upon exercise of each Right as of the Record Date. The Prospectus provided an estimate that each Right would have entitled its holder to purchase approximately 0.57 shares of Class A Common Stock based on the number of Class A Common Stock outstanding as of September 25, 2026. Based on the number of shares of Class A Common Stock outstanding as of the Record Date, each Right entitles its holder to purchase 0.57 shares of Class A Common Stock 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. Each Rights holder that is a stockholder of record as of the Record Date and that fully exercises its Rights will be entitled to subscribe for additional shares of Class A Common Stock that remain unsubscribed pursuant to an over-subscription right. The Rights Offering will expire at 5:00 p.m., Eastern Time, on November 12, 2026.
This Form 8-K also updates the information in the Prospectus regarding trading of the Rights on the New York Stock Exchange (“NYSE”). As of the Record Date, the closing price of the Class A Common Stock as reported on the NYSE was $1.26. To the extent that the market price of the Company’s Class A Common Stock continues to be less than the minimum Subscription Price Per Share of $2.00, the Rights will not be eligible to trade on the NYSE.
As previously disclosed, the Company entered into a support and backstop agreement (the “Backstop Agreement”) with SFS Group Capital, LLC (“SFS Group”), Mat Ishbia (together with SFS Group, the “Ishbia Support Parties”), and certain funds or investment vehicles advised, managed by, or otherwise affiliated with Oaktree Capital Management, L.P. (the “Oaktree Purchasers,” and together with the Ishbia Support Parties, the “Backstop Purchasers”). Mat Ishbia is the Company’s chief executive officer and is the sole manager and indirectly controls the entity that holds 75% of the equity interests in SFS Group. To the extent that the Rights Offering is not subscribed at a level that raises $400 million, the Oaktree Purchasers have the option, and the Ishbia Support Parties have the obligation, to purchase securities for the unfunded amount, such that the gross proceeds to us from the rights offering and pursuant to the Backstop Agreement would be at least $400 million. Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from the Company pursuant to the Backstop Agreement through either (i) shares of Class A Common Stock, at the Subscription Price Per Share, or (ii) junior perpetual non-convertible preferred stock, and an equal amount of warrants to purchase Class A Common Stock for an aggregate number of warrants equal to 20% of the initial liquidation preference of such preferred stock.
In connection with the Rights Offering, the Company is filing certain ancillary agreements as Exhibits 4.15, 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 to this Current Report on Form 8-K for the purpose of incorporating such items by reference as exhibits to the Registration Statement. Also in connection with the Rights Offering, the Company is filing as Exhibit 5.1, the opinion of Greenberg Traurig, P.A., in connection with the issuance of the Rights and the underlying Class A Common Stock issuable upon exercise of the Rights. In addition, the Description of Capital Stock set forth as Exhibit 4.6 to this Current Report on Form 8-K is being filed for the purpose of updating the description of the Company’s capital stock.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The Rights Offering will be made only by means of the Prospectus, copies of which will be mailed to all eligible record date
stockholders and can be accessed through the SEC’s website at www.sec.gov. A copy of the Prospectus may also be obtained from the information agent, D.F. King, toll free at (866) 406-2284 (toll-free) or by email at uwmc@dfking.com. Additional information regarding the Rights Offering is set forth in the Prospectus filed with the SEC.
Item 9.01 Exhibits.
(d) Exhibits
| | | | | | | | |
Exhibit No. | | Description |
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| 4.6 | | Description of Capital Stock |
| | |
| 4.15 | | Form of Subscription Rights Certificate |
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| 5.1 | | Opinion of Greenberg Traurig, P.A. |
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| 23.1 | | Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1). |
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| 99.1 | | Form of Instructions for Use of Subscription Rights Certificates |
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| 99.2 | | Form of Letter to Stockholders who are Record Holders |
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| 99.3 | | Form of Letter to Brokers, Dealers, Banks and Other Nominee Holders |
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| 99.4 | | Form of Notice of Guaranteed Delivery for Subscription Rights Certificates |
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| 99.5 | | Form of Beneficial Holder Election Form |
| | |
| 99.6 | | Form of Nominee Holder Certification |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
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| UWM HOLDINGS CORPORATION | |
| | | |
| | | |
| By: | /s/ Rami Hasani | |
| | | |
| Name: | Rami Hasani | |
| | | |
| Title: | Executive Vice President, Chief Financial Officer | |
Date: October 5, 2026
FORM OF INSTRUCTIONS
FOR USE OF
UWM HOLDINGS CORPORATION
SUBSCRIPTION RIGHTS CERTIFICATES
CONSULT D.F. KING,
YOUR BANK OR BROKER AS TO ANY
QUESTIONS
The following instructions relate to a rights offering (the “rights offering”) by UWM Holdings Corporation, a Delaware corporation (the “Company”), to the holders of record (the “record holders”) of its Class A common stock, par value $0.0001 per share (the “Class A common stock”), as described in the Company’s Prospectus Supplement, dated September 29, 2026 (together with the accompanying prospectus, the “Prospectus”). Record holders of Class A common stock as of 5:00 p.m., Eastern Time, on October 2, 2026 (the “record date”) are receiving transferable subscription rights (the “rights”) to purchase shares of Class A common stock. An aggregate of up to 200,000,000 shares of Class A common stock are being offered by the Prospectus. Each record holder will receive one right for every share of Class A common stock owned of record as of the record date.
The rights will expire, if not exercised, by 5:00 p.m. Eastern Time on November 12, 2026 (the “expiration date”), unless extended by the Company with the consent of the Backstop Purchasers (as defined in the Prospectus). After the expiration date, unexercised rights will be null and void. The Company will not be obligated to honor any purported exercise of rights received by Equiniti Trust Company, LLC (the “subscription agent”) after 5:00 p.m. Eastern Time on the expiration date, regardless of when the documents relating to such exercise were sent. If the Company’s board of directors extends the rights offering, the Company will issue a press release notifying stockholders of the extension of the expiration date as promptly as practical, but in no event later than 9:00 a.m. Eastern Time on the next business day following the most recently announced expiration date. The rights are evidenced by rights certificates (the “rights certificates”).
Each right allows the holder thereof to purchase 0.57 shares of Class A common stock offered at a subscription price per share (the “subscription price”) equal to the greater of: (i) $2.00; and (ii) 85% of the volume-weighted average price per share of 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.
In addition, rights holders who fully exercise their basic subscription right will be entitled to subscribe for additional shares of Class A common stock that remain unsubscribed as a result of any unexercised basic subscription rights (the “over-subscription right”). The over-subscription right allows a rights holder to subscribe for additional shares of Class A common stock at the subscription price on a pro rata basis if any shares are not purchased by other holders of subscription rights under their basic subscription rights as of the expiration date. “Pro rata” means in proportion to the number of shares of Class A common stock that you and the other rights holders have subscribed for under the over-subscription right.
You may exercise your over-subscription right only if you have exercised your basic subscription right in full and other holders of rights do not exercise their basic subscription rights in full. If there are not enough shares of Class A common stock to satisfy all subscriptions made under the over-subscription right, the Company will allocate the remaining shares of Class A common stock pro rata, after eliminating all fractional shares, among those over-subscribing rights holders. For purposes of determining if you have fully exercised your basic subscription right, the Company will consider only the basic subscription right held by you in the same capacity. See “The Rights Offering-Basic Subscription Rights and Over-Subscription Rights” in the Prospectus.
The number of rights to which you are entitled is printed on the face of your rights certificate. You should indicate your wishes with regard to the exercise of your rights by completing the appropriate portions of your rights certificate and returning the certificate to the subscription agent pursuant to the procedures described in the Prospectus.
YOUR SUBSCRIPTION RIGHTS CERTIFICATE AND SUBSCRIPTION PRICE PAYMENT, BY PERSONAL CHECK DRAWN UPON A UNITED STATES BANK, MUST BE ACTUALLY RECEIVED BY THE SUBSCRIPTION AGENT ON OR BEFORE 5:00 P.M. EASTERN TIME, ON THE EXPIRATION DATE. ONCE A HOLDER OF RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION RIGHT AND THE OVER-SUBSCRIPTION RIGHT, SUCH EXERCISE MAY NOT BE REVOKED. RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE OF THE RIGHTS OFFERING WILL EXPIRE WITHOUT VALUE.
1.Method of Subscription-Exercise of rights.
To exercise rights, complete your rights certificate and send the properly completed and executed rights certificate evidencing such rights, with any signatures required to be guaranteed so guaranteed, together with payment in full of the subscription price for each share of Class A common stock subscribed for pursuant to the basic subscription right and the over-subscription right, to the subscription agent so that it will be actually received by the subscription agent on or prior to 5:00 p.m. Eastern Time on the expiration date. The subscription agent will hold your payment of the subscription price in a segregated account with other payments received from other rights holders until the Company issues your shares of Class A common stock upon completion of the rights offering, and after all pro rata allocations and adjustments have been completed and upon payment of the subscription price for such shares. All payment of the subscription price must be made in United States dollars for the full number of shares of Class A common stock for which you are subscribing by personal check drawn upon a United States bank payable to Equiniti Trust Company, LLC as subscription agent. Please reference your rights certificate number on your check. Payments will be deemed to have been received by the subscription agent only upon receipt by the subscription agent of a personal check drawn upon a United States bank.
The rights certificate and payment of the subscription price must be delivered to the subscription agent by one of the methods described below:
By Mail:
Equiniti Trust Company, LLC
Operations Center
Attn: Onbase – Reorganization Depart.
1110 Centre Pointe Curve, Suite # 101
Mendota Heights, MN 55120
By Overnight Courier:
Equiniti Trust Company, LLC
1110 Centre Pointe Curve, Suite # 101
Mendota Heights, MN 55120
Attn: Onbase – Reorganization Depart.
Telephone Number for Confirmation: (877) 248-6417
Information agent: D.F. King & Co., Inc.
Delivery to any address or by a method other than those set forth above will not constitute valid delivery.
If you have any questions, require assistance regarding the method of exercising rights or require additional copies of relevant documents, please contact the information agent, D.F. King, at: (866) 406-2284 (toll-free) or by email at uwmc@dfking.com
When making arrangements with your bank or broker for the delivery of funds on your behalf, you may also request such bank or broker to exercise the rights certificate on your behalf.
Banks, brokers, and other nominee holders of rights who exercise the basic subscription right and the over-subscription right on behalf of beneficial owners of rights will be required to certify to the subscription agent and the Company, in connection with the exercise of the over-subscription right, as to the aggregate number of rights that have been exercised and the number of shares of Class A common stock that are being subscribed for pursuant to the over-subscription right, by each beneficial owner of rights (including such nominee itself) on whose behalf such nominee holder is acting. If there are not enough shares of Class A common stock to satisfy all subscriptions made under the over-subscription right, the Company will allocate the remaining shares of Class A common stock pro rata, after eliminating all fractional shares, among those over-subscribing rights holders. “Pro rata” means in proportion to the number of shares of Class A common stock that you and the other rights holders have subscribed for under the over-subscription right.
If the aggregate subscription price paid by you is insufficient to purchase the number of shares of Class A common stock subscribed for, or if no number of shares of Class A common stock to be purchased is specified, then you will be deemed to have exercised your rights under the basic subscription right to purchase shares of Class A common stock to the full extent of the payment tendered.
If the aggregate subscription price paid by you exceeds the amount necessary to purchase the number of shares of Class A common stock for which you have indicated an intention to subscribe, then the remaining amount will be returned to you by mail, without interest or deduction, promptly after the expiration date and after all pro rata allocations and adjustments contemplated by the terms of the rights offering have been effected.
2.Issuance of Class A common stock.
Promptly following the expiration of the rights offering, and the valid exercise of rights pursuant to the basic subscription right and over-subscription right, and after all pro rata allocations and adjustments contemplated by the terms of the rights offering have been effected, the following deliveries and payments will be made to the address shown on the face of your rights certificate, or, if you hold your shares in book-entry form, such deliveries and payments will be in the form of a credit to your account, unless you provide instructions to the contrary in your rights certificate:
a.Basic subscription right: The subscription agent will deliver to each exercising rights holder the number of shares of Class A common stock purchased pursuant to the basic subscription right. See “The Rights Offering-Basic Subscription Rights and Over-Subscription Rights-Basic Subscription Right” in the Prospectus.
b.Over-subscription right: The subscription agent will deliver to each rights holder who validly exercises the over-subscription right the number of shares of Class A common stock, if any, allocated to such rights holder pursuant to the over-subscription right (and after all pro rata allocations and adjustments have been completed with respect to the over-subscription and taking
into account the guaranteed delivery period). See “The Rights Offering-Basic Subscription Rights and Over-Subscription Rights-Over-Subscription Right” in the Prospectus.
c.Excess Cash Payments: The subscription agent will mail to each rights holder who exercises the over-subscription right any excess amount, without interest or deduction, received in payment of the subscription price for shares of Class A common stock that are subscribed for by such rights holder but not allocated to such rights holder pursuant to the over-subscription right. See “The Rights Offering-Basic Subscription Rights and Over-Subscription Rights-Return of Excess Payment” in the Prospectus.
3.Sale or Transfer of Rights.
The rights are transferable until close of trading on the NYSE on November 11, 2026, the last business day prior to the scheduled expiration date of the rights offering (or, if the offer is extended, on the business day immediately preceding the extended expiration date).
4.Fees and Expenses
The Company will pay all customary fees and expenses of the subscription agent and the information agent related to their acting in such roles in connection with the rights offering. The Company has also agreed to indemnify the dealer manager, the subscription agent and the information agent from certain liabilities that they may incur in connection with the rights offering.
5.Execution.
a.Execution by Registered Holder. The signature on the rights certificate must correspond with the name of the registered holder exactly as it appears on the face of the rights certificate without any alteration, enlargement or change. Persons who sign the rights certificate in a representative or other fiduciary capacity on behalf of a registered holder must indicate their capacity when signing and, unless waived by the subscription agent in its sole and absolute discretion, must present to the subscription agent satisfactory evidence of their authority so to act.
b.Execution by Person Other than Registered Holder. If the rights certificate is executed by a person other than the holder named on the face of the rights certificate, proper evidence of authority of the person executing the rights certificate must accompany the same unless, for good cause, the subscription agent dispenses with proof of authority.
c.Signature Guarantees. If you are neither a registered holder (or signing in a representative or other fiduciary capacity on behalf of a registered holder) nor an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, your signature must be guaranteed by such an eligible institution.
6.Method of Delivery to Subscription Agent.
The method of delivery of rights certificates and payment of the subscription price to the subscription agent will be at the election and risk of the rights holder, and it is recommended that such certificates and payments be sent by registered mail, properly insured, with return receipt requested and that a sufficient number of days be allowed to ensure delivery to the subscription agent and the clearance of payment prior to 5:00 p.m. Eastern Time on the expiration date.
7.Special Provisions Relating to the Delivery of Rights through the Depository Trust Company.
In the case of rights that are held of record through The Depository Trust Company (“DTC”) or are held in “street name” with DTC participants, exercises of the basic subscription right and of the over-subscription right may be effected by instructing DTC to transfer rights from the DTC account of such holder to the DTC account of the subscription agent, together with certification as to the aggregate number of rights exercised and the number of shares of Class A common stock thereby subscribed for under the basic subscription right and the over-subscription right by each beneficial owner of rights on whose behalf such nominee is acting, and payment of the subscription price for each share of Class A common stock subscribed for pursuant to the basic subscription right and the over-subscription right. See the Company’s “Letter to Stockholders Who Are Record Holders” and the “Form of Nominee Holder Certification.”
8.Determinations Regarding the Exercise of Your Rights.
The Company will decide, in its sole discretion, all questions concerning the timeliness, validity, form, and eligibility of the exercise of your rights. Any such determinations by the Company will be final and binding. The Company, in its sole discretion, may waive, in any particular instance, any defect or irregularity or permit, in any particular instance, a defect or irregularity to be corrected within such time as the Company may determine. The Company will not be required to make uniform determinations in all cases. The Company may reject the exercise of any of your rights because of any defect or irregularity. The Company will not accept any exercise of rights until all irregularities have been waived by the Company or cured by you within such time as the Company decides, in its sole discretion.
Neither the Company, the dealer manager, the subscription agent, nor the information agent will be under any duty to notify you of any defect or irregularity in connection with your submission of rights certificates, and the Company will not be liable for failure to notify you of any defect or irregularity. The Company reserves the right to reject your exercise of rights if it determines that your exercise is not in accordance with the terms of the rights offering, as set forth in the Prospectus and these Instructions, or in proper form. The Company will also not accept the exercise of your rights if the issuance of shares of Class A common stock to you could be deemed unlawful under applicable law.
FORM OF LETTER TO STOCKHOLDERS WHO ARE
RECORD HOLDERS
UWM HOLDINGS CORPORATION
Subscription rights to Purchase Shares of Common
Stock Offered Pursuant to Subscription rights
Distributed to Stockholders of UWM Holdings Corporation
October 5, 2026
Dear Stockholder:
This notice is being distributed by UWM Holdings Corporation, a Delaware corporation (the “Company”), to all holders of record of shares of its Class A common stock, par value $0.0001 per share (the “Class A common stock”), as of 5:00 p.m. Eastern Time on October 2, 2026 (the “record date”), in connection with the distribution in a rights offering (the “rights offering”) of transferable subscription rights (the “rights”) to purchase shares of Class A common stock. The rights are described in the Company’s Prospectus Supplement, dated September 29, 2026 (together with the accompanying prospectus, the “Prospectus”).
In the rights offering, the Company is offering up to an aggregate 200,000,000 shares of its Class A common stock pursuant to the Prospectus. The rights will expire, if not exercised, by 5:00 p.m. Eastern Time on November 12, 2026 (the “expiration date”), unless extended by the Company with the consent of the Backstop Purchasers (as defined in the Prospectus).
As described in the accompanying Prospectus, you will receive one right for every share of Class A common stock owned of record as of 5:00 p.m. Eastern Time on the record date.
Each right allows the holder thereof to purchase 0.57 shares offered at a subscription price per share (the “subscription price”) equal to the greater of: (i) $2.00; and (ii) 85% of the volume-weighted average price per share of 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 “basic subscription right”).
In addition, rights holders who fully exercise their basic subscription right will be entitled to subscribe for additional shares of Class A common stock that remain unsubscribed as a result of any unexercised basic subscription rights (the “over-subscription right”). The over-subscription right allows a rights holder to subscribe for additional shares of Class A common stock at the subscription price per share on a pro rata basis if any shares are not purchased by other holders of subscription rights under their basic subscription rights as of the expiration date. “Pro rata” means in proportion to the number of shares of Class A common stock that you and the other rights holders have subscribed for under the over-subscription right. Holders may exercise such holder’s over-subscription right only if such holder exercised its basic subscription right in full and other holders of rights do not exercise their basic subscription rights
in full. If there are not enough shares of Class A common stock to satisfy all subscriptions made under the over-subscription right, the Company will allocate the remaining shares of Class A common stock pro rata, after eliminating all fractional shares, among those over-subscribing rights holders. For purposes of determining if a holder has fully exercised its basic subscription right, the Company will consider only the basic subscription right held by such holder in the same capacity. See “The Rights Offering-Basic Subscription Rights and Over-Subscription Rights” in the Prospectus.
Any excess payments received by the subscription agent will be returned, without interest or deduction, promptly following the expiration of the rights offering. The rights are evidenced by rights certificates (the “rights certificates”). The rights are transferable until close of trading on the NYSE on November 11, 2026, the last business day prior to the scheduled expiration date of the rights offering (or, if the offer is extended, on the business day immediately preceding the extended expiration date).
Enclosed are copies of the following documents:
(1)Prospectus;
(2)Subscription Rights Certificate;
(3)Instructions as to the Use of UWM Holdings Corporation Subscription Rights Certificates; and
(4)Notice of Guaranteed Delivery.
Your prompt action is requested. To exercise your rights, you should properly complete and sign the rights certificate and forward it, with payment of the subscription price in full for each share of Class A common stock subscribed for pursuant to the basic subscription right and the over-subscription right, to the subscription agent, as indicated in the Prospectus. The subscription agent must receive the rights certificate with payment of the subscription price on or prior to 5:00 p.m. Eastern Time on the expiration date. All payments of the subscription price must be made in United States dollars for the full number of shares of Class A common stock for which you are subscribing by personal check drawn upon a United States bank payable to Equiniti Trust Company, LLC as subscription agent. Failure to return the properly completed rights certificate with the correct payment will result in your not being able to exercise the rights held in your name on behalf of yourself or other beneficial owners.
Additional copies of the enclosed materials may be obtained from the information agent, D.F. King & Co., Inc. The information agent’s toll-free telephone number is (866) 406-2284 and their email is uwmc@dfking.com.
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| Very truly yours, |
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| UWM HOLDINGS CORPORATION |
FORM OF LETTER TO BROKERS, DEALERS, BANKS AND OTHER NOMINEE HOLDERS
UWM HOLDINGS CORPORATION
Subscription rights to Purchase Shares of Class A Common Stock Offered Pursuant to Subscription rights
Distributed to Stockholders of UWM Holdings Corporation
October 5, 2026
To Brokers, Dealers, Banks, and Other Nominees:
This letter is being distributed to brokers, dealers, banks, and other nominees in connection with the rights offering (the “rights offering”) by UWM Holdings Corporation, a Delaware corporation (the “Company”), of shares of its Class A common stock, par value $0.0001 per share (the “Class A common stock”), pursuant to transferable subscription rights (the “rights”) distributed to all holders of record (“record holders”) of shares of Class A common stock, as of 5:00 pm Eastern Time on October 2, 2026 (the “record date”). The rights are described in the Company’s Prospectus Supplement, dated September 29, 2026 (together with the accompanying prospectus, the “Prospectus”).
In the rights offering, the Company is offering up to an aggregate of 200,000,000 shares of its Class A common stock pursuant to the Prospectus. The rights will expire, if not exercised, by 5:00 p.m. Eastern Time on November 12, 2026 (the “expiration date”), unless extended by the Company with the consent of the Backstop Purchasers (as defined in the Prospectus).
As described in the accompanying Prospectus, each record holder will receive one right for every share of Class A common stock owned of record as of 5:00 p.m. Eastern Time on the record date.
Each right allows the holder thereof to purchase 0.57 shares offered at a subscription price per share (the “subscription price”) equal to the greater of: (i) $2.00; and (ii) 85% of the volume-weighted average price per share of 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.
In addition, rights holders who fully exercise their basic subscription right will be entitled to subscribe for additional shares of Class A common stock that remain unsubscribed as a result of any unexercised basic subscription rights (the “over-subscription right”). The over-subscription right allows a rights holder to subscribe for additional shares of Class A common stock at the subscription price on a pro rata basis if any shares are not purchased by other holders of subscription rights under their basic subscription rights as of the expiration date. “Pro rata” means in proportion to the number of shares of Class A common stock that you and the other rights holders have subscribed for under the over-subscription right.
Holders may exercise such holder’s over-subscription right only if such holder exercised its basic subscription right in full and other holders of rights do not exercise their basic subscription rights in full. If there are not enough shares
of Class A common stock to satisfy all subscriptions made under the over-subscription right, the Company will allocate the remaining shares of Class A common stock pro rata, after eliminating all fractional shares, among those over-subscribing rights holders. For purposes of determining if a holder has fully exercised its basic subscription right, the Company will consider only the basic subscription right held by such holder in the same capacity. See “The Rights Offering-Basic Subscription Rights and Over-Subscription Rights” in the Prospectus.
The rights are evidenced by a rights certificate (a “rights certificate”) registered in your name or the name of your nominee. Each beneficial owner of shares of Class A common stock registered in your name or the name of your nominee is entitled to one right for every share of Class A common stock owned by such beneficial owner as of the record date. The rights are transferable until close of trading on the NYSE on November 11, 2026, the last business day prior to the scheduled expiration date of the rights offering (or, if the offer is extended, on the business day immediately preceding the extended expiration date).
We are asking persons who hold shares of Class A common stock beneficially and who have received the rights distributable with respect to those shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold certificates of Class A common stock directly and prefer to have such institutions effect transactions relating to the rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them. In addition, we are asking beneficial owners who wish to obtain a separate rights certificate to contact the appropriate nominee as soon as possible and request that a separate rights certificate be issued.
Please take prompt action to notify any beneficial owners of Class A common stock as to the rights offering and the procedures and deadlines that must be followed to exercise their rights.
All commissions, fees, and other expenses (including brokerage commissions and transfer taxes), other than certain fees and expenses of the dealer manager, the subscription agent and the information agent, incurred in connection with the exercise of the rights will be for the account of the holder of the rights, and none of such commissions, fees, or expenses will be paid by the Company, the subscription agent or the information agent.
Enclosed are copies of the following documents:
(1)Prospectus;
(2)Subscription Rights Certificate;
(3)Instructions as to Use of the UWM Holdings Corporation Subscription Rights Certificates;
(4)Notice of Guaranteed Delivery;
(5)Form of Beneficial Holder Election Form; and
(6)Form of Nominee Holder Certification.
Your prompt action is requested. To exercise rights, you should deliver the properly completed and signed rights certificate, with payment of the subscription price in full for each share of Class A common stock subscribed for, to the subscription agent, as indicated in the Prospectus. The subscription agent must receive the rights certificate with payment of the subscription price on or prior to 5:00 p.m. Eastern Time on the expiration date. All payments of the subscription price must be made in United States dollars for the full number of shares of Class A common stock for which you are subscribing by personal check drawn upon a United States bank payable to Equiniti
Trust Company, LLC, as subscription agent. Failure to return the properly completed rights certificate with the correct payment will result in your not being able to exercise the rights held in your name on behalf of yourself or other beneficial owners. A rights holder cannot revoke the exercise of his or her rights. Rights not exercised prior to the expiration date will expire without value.
Additional copies of the enclosed materials may be obtained from the information agent, D.F. King & Co., Inc.. The information agent’s toll-free telephone number is (866) 406-2284 and their email is uwmc@dfking.com.
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| Very truly yours, |
| UWM Holdings Corporation |
NOTHING IN THE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF UWM HOLDINGS CORPORATION, THE DEALER MANAGER, THE SUBSCRIPTION AGENT, EQUINITI TRUST COMPANY, LLC, OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS.
FORM OF NOTICE OF GUARANTEED DELIVERY
FOR
SUBSCRIPTION RIGHTS CERTIFICATES
ISSUED BY UWM HOLDINGS CORPORATION
This form, or one substantially equivalent hereto, must be used to exercise the transferrable subscription rights (the “rights”) pursuant to the rights offering as described in the Prospectus Supplement, dated September 29, 2026 (together with the accompanying prospectus, the “Prospectus”), of UWM Holdings Corporation, a Delaware corporation (the “Company”), if a holder of rights cannot deliver the certificate(s) evidencing the subscription rights (the “rights certificates”), to the subscription agent listed below (the “subscription agent”) prior to 5:00 p.m. Eastern Time on November 12, 2026 (the “expiration date”), unless extended by the Company with the consent of the Backstop Purchasers. Such form must be delivered by first class mail or overnight courier to the subscription agent, and must be received by the subscription agent prior to the expiration date. See “The Rights Offering-Guaranteed Delivery Procedures” in the Prospectus.
Payment of the subscription price equal to the greater of $2.00 and 85% of the volume-weighted average of the sales prices of our shares of Class A common stock (the “Class A common stock”) on the New York Stock Exchange for the ten consecutive trading days ending on the third trading day immediately prior to the expiration date (the “subscription price”), or November 9, 2026 (or, if the rights offering is extended, on the third trading day immediately preceding the extended expiration date) per whole share of the Company’s Class A common stock, subscribed for upon exercise of such rights must be received by the subscription agent in the manner specified in the Prospectus prior to the expiration date even if the rights certificates evidencing such rights are being delivered pursuant to the Guaranteed Delivery Procedures thereof. See “The Rights Offering-Guaranteed Delivery Procedures” in the Prospectus. Each right entitles you to purchase 0.57 shares of Class A common stock at the subscription price (the “basic subscription right”). In addition, each holder of rights who fully exercise such holder’s basic subscription right will be entitled to subscribe for additional shares of Class A common stock that remain unsubscribed as a result of any unexercised basic subscription rights (the “over-subscription right”).
THE SUBSCRIPTION AGENT IS:
Equiniti Trust Company, LLC
Operations Center
Attn: Onbase – Reorganization Depart.
1110 Centre Pointe Curve, Suite # 101
Mendota Heights, MN 55120
By Overnight Courier:
Equiniti Trust Company, LLC
1110 Centre Pointe Curve, Suite # 101
Mendota Heights, MN 55120
Attn: Onbase – Reorganization Depart.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR BY A METHOD OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
The undersigned, a member firm of the NYSE, Nasdaq or other national exchange, or bank or trust company, must communicate this guarantee and the number of shares of Class A common stock subscribed for in connection with this guarantee, (separately disclosed as to the basic subscription right and the over-subscription right, subject, in the case of the over-subscription right, to proration, as described in the Prospectus) to the subscription agent and must deliver this Notice of Guaranteed Delivery, to the subscription agent, prior to 5:00 p.m., Eastern Time, on the expiration date, guaranteeing delivery of (a) payment in full for all subscribed shares of Class A common stock, which payment must be received by the subscription agent prior to the expiration date, and (b) a properly completed and signed rights certificate, which rights certificate must then be delivered to the subscription agent within two (2) business days following the date the subscription agent receives this Notice of Guaranteed Delivery. Failure to do so will result in a forfeiture of the rights.
Ladies and Gentlemen:
The undersigned, a member firm of the NYSE, Nasdaq or other national exchange, or a bank or trust company, having an office or correspondent in the United States, guarantees delivery to the subscription agent of (a) a properly completed and executed rights certificate within two (2) business days following the date the subscription agent receives this Notice of Guaranteed Delivery, and (b) payment in full for all subscribed shares of Class A common stock prior to 5:00 p.m., Eastern Time, on the expiration date (November 12, 2026), unless extended, as described in the Prospectus. Participants should notify the subscription agent prior to covering through the submission of a physical security directly to the subscription agent based on a guaranteed delivery that was submitted via the PTOP platform of The Depository Trust Company (“DTC”).
Price for shares of Class A common stock subscribed for under the basic subscription right and for any additional shares Class A common stock subscribed for pursuant to the over-subscription right, subject, in the case of the over-subscription right, to proration, as described in the Prospectus, as subscription for such shares of Class A common stock is indicated herein or in the rights certificate.
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Method of delivery of the Notice of Guaranteed Delivery (circle one)
A. Through DTC
B. Direct to Equiniti Trust Company, LLC, as subscription agent.
Please reference below the registration of the rights to be delivered. | | |
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| PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of rights or any delivery through DTC. | | |
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Name of Firm Authorized Signature
DTC Participant Number Title
Address Name (Please Type or Print)
Zip Code Phone Number
Contact Name Date | | |
The institution that completes this form must communicate the guarantee to the subscription agent and must deliver the rights certificate(s) to the subscription agent within the time period shown in the Prospectus. Failure to do so could result in a financial loss to such institution.
UWM HOLDINGS CORPORATION
FORM OF BENEFICIAL
HOLDER ELECTION FORM
The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of UWM Holdings Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in the Prospectus Supplement, dated September 29, 2026 (together with the accompanying prospectus, the “Prospectus”).
With respect to any instructions to exercise (or not to exercise) rights, the undersigned acknowledges that this form must be completed and returned such that it will actually be received by you by 5:00 p.m. Eastern Time on November 12, 2026, the scheduled expiration date of the rights offering (which may be extended by the Company with the consent of the Backstop Purchasers (as defined in the Prospectus)).
This will instruct you whether to exercise rights to purchase shares of Class A common stock distributed with respect to the shares of Class A common stock held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related “Instructions for Use of UWM Holdings Corporation Subscription Rights Certificates.”
Box 1. ☐ Please DO NOT EXERCISE RIGHTS for shares of Class A common stock.
Box 2. ☐ Please EXERCISE RIGHTS for shares of Class A common stock as set forth below.
The number of rights for which the undersigned gives instructions for exercise under the basic subscription right should not exceed the number of rights that the undersigned is entitled to exercise. The undersigned is only entitled to the over-subscription right if the undersigned exercises its basic subscription right in full.
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| Per Share | | Number of Shares | | Estimated Subscription Price | | Payment | |
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Basic subscription right | | | x | | $2.00 | | $ (Line 1) | |
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Over-subscription right | | | x | | $2.00 | | $ (Line 2) | |
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| | | Total Payment Required | | $ (Sum of Lines 1 and 2 must equal total of amounts in Boxes 3 and 4.) | | | |
Box 3. ☐ Payment in the following amount is enclosed $ .
Box 4. ☐ Please deduct payment from the following account maintained by you as follows:
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| Type of Account | Account No. |
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| Amount to be deducted: | $ |
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| Signature(s) |
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| Please type or print name(s) below: |
Date: , 2026
UWM HOLDINGS CORPORATION
FORM OF NOMINEE HOLDER CERTIFICATION
The undersigned, a broker, dealer, bank, or other nominee holder of rights (the “rights”) to purchase shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of UWM Holdings Corporation, a Delaware corporation (the “Company”), pursuant to the rights offering described and provided for in the Prospectus Supplement, dated September 29, 2026 (together with the accompanying prospectus, the “Prospectus”), hereby certifies to the Company and Equiniti Trust Company, LLC, as subscription agent for the rights offering, that the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of rights specified below pursuant to the basic subscription right (as defined in the Prospectus) and the over-subscription right (as defined in the Prospectus).
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| | Number of Shares of Class A Common Stock Owned on the Record Date | | Basic Subscription Rights
Exercised | | Over-Subscription Rights Exercised |
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8. | | | | | | |
9. | | | | | | |
10. | | | | | | |
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Name of Broker, Dealer, Bank or Other
Nominee | |
Provide the following information, if applicable:
Depository Trust Company (“DTC”) Participant Number:
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| Participant | | |
| By: | | | |
| Name: | | | |
| Title: | | | |
DTC Basic Subscription Confirmation Number(s):
