UWM Holdings (NYSE: UWMC) plans $1.3B all-stock acquisition of Two Harbors

Rhea-AI Filing Summary

UWM Holdings Corporation is planning a major stock-for-stock acquisition of Two Harbors Investment Corp. valued at $1.3 billion in equity. Two Harbors common stockholders will receive 2.3328 shares of newly issued UWMC Class A common stock for each Two Harbors share, with cash paid instead of fractional shares. Holders of Two Harbors Series A, B and C preferred stock will receive newly issued UWMC preferred shares with the same terms as their current securities.

The deal is expected to materially increase UWMC’s public float to about 513 million shares, or $2.6 billion based on the UWMC share price on December 16, 2025, a 93% rise from its current float. After closing, existing UWMC stockholders are expected to own roughly 87% of the combined company on a fully diluted basis, while Two Harbors stockholders will own about 13%. UWMC’s board is expected to expand to eleven directors, adding one director designated by Two Harbors. The transaction has been unanimously approved by both companies’ boards and is expected to close in the second quarter of 2026, subject to Two Harbors stockholder approval and customary regulatory and closing conditions.

Insights

Equity analyst

Stock-for-stock acquisition reshapes UWMC’s float and ownership mix.

UWM Holdings Corporation plans to acquire Two Harbors Investment Corp. in an all-stock transaction valued at $1.3 billion. Two Harbors common stockholders are to receive 2.3328 newly issued UWMC Class A shares per Two Harbors share, while preferred holders will receive new UWMC preferred shares with the same terms as their current Series A, B and C securities.

The combination is expected to materially expand UWMC’s public float to approximately 513 million shares, or $2.6 billion based on the UWMC share price on December 16, 2025, a stated 93% increase from the current float. Pro forma, UWMC stockholders are expected to hold about 87% of the combined company on a fully diluted basis, with Two Harbors stockholders holding about 13%, and UWMC’s board is expected to grow to eleven members with one Two Harbors designee.

The transaction has been unanimously approved by both companies’ boards and is targeted to close in the second quarter of 2026, subject to Two Harbors stockholder approval and customary regulatory and other closing conditions. Actual outcomes will depend on these approvals and on how the combined company performs after completion.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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.

Understanding 8-K Material Events →

FALSE000178339800017833982025-12-172025-12-170001783398us-gaap:CommonClassAMember2025-12-172025-12-170001783398us-gaap:WarrantMember2025-12-172025-12-17

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): December 17, 2025

UWM Holdings Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39189

84-2124167

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

585 South Boulevard E.
Pontiac,			Michigan						48341
(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 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

Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50

UWMCWS

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01    Regulation FD Disclosure

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference. The press release and investor presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are hereby furnished with this Current Report on Form 8-K.

Item 8.01 Other Events.

On December 17, 2025, UWM Holdings Corporation (“UWMC”) and Two Harbors Investment Corp. (“Two Harbors”) announced that they have entered into a definitive merger agreement for UWMC to acquire all of the outstanding shares of Two Harbors common stock in an all-stock transaction (the “Acquisition”). In connection with the proposed Acquisition, UWMC will acquire TWO in an all-stock transaction for $1.3 billion in equity value. Two Harbors common stockholders will exchange each share of Two Harbors common stock for 2.3328 shares of newly issued UWMC Class A common stock and cash payable in lieu of fractional shares. In addition, Two Harbors preferred stockholders will exchange each share of Two Harbors 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock for one share of newly issued UWMC Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, respectively, with the same terms. The transaction will materially increase UWMC’s public float to approximately 513 million shares, or $2.6 billion based on the price of UWMC common stock on December 16, 2025, representing a 93% increase from UWMC’s current float. Upon completion of the transaction, UWMC stockholders will own approximately 87% of the equity on a pro forma fully diluted basis, while TWO stockholders will own approximately 13%. The Board of UWMC is expected to expand to eleven directors through the addition of one additional director designated by TWO. The transaction has been unanimously approved by the Boards of Directors of both UWMC and TWO. The transaction is expected to close in the second quarter of 2026, subject to approval of TWO’s stockholders and the satisfaction of other closing conditions, including customary regulatory approvals.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Joint Press Release, dated December 17, 2025.
99.2						Investor Presentation, dated December 17, 2025.
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.

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

Date: December 17, 2025

FAQ

What did UWM Holdings Corporation (UWMC) announce regarding Two Harbors?

UWM Holdings Corporation announced a definitive agreement to acquire all outstanding shares of Two Harbors Investment Corp. in an all-stock transaction valued at $1.3 billion in equity.

What is the share exchange ratio for Two Harbors common stockholders in the UWMC deal?

Each share of Two Harbors common stock will be exchanged for 2.3328 shares of newly issued UWMC Class A common stock, with cash paid in lieu of fractional shares.

How will Two Harbors preferred stock be treated in the UWM Holdings (UWMC) acquisition?

Each Two Harbors Series A, B and C preferred share will be exchanged for one newly issued UWMC preferred share of the corresponding series, with the same terms as the existing securities.

How does the Two Harbors acquisition affect UWMC’s public float?

The transaction is expected to increase UWMC’s public float to about 513 million shares, or $2.6 billion based on the UWMC share price on December 16, 2025, a 93% increase from its current float.

What will the ownership split be after the UWMC and Two Harbors transaction closes?

On a pro forma fully diluted basis, UWMC stockholders are expected to own approximately 87% of the combined company, while Two Harbors stockholders are expected to own about 13%.

When is the UWM Holdings (UWMC) and Two Harbors merger expected to close and what approvals are required?

The transaction is expected to close in the second quarter of 2026, subject to approval by Two Harbors stockholders and the satisfaction of other customary regulatory and closing conditions.

Will the UWMC board change after acquiring Two Harbors?

Yes. UWMC’s board is expected to expand to eleven directors through the addition of one director designated by Two Harbors.