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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): September 9, 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)
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:
| | | | | | | | |
| | ☐ | 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 (§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 1.01 Entry into a Material Definitive Agreement.
On September 9, 2025, UWM Holdings Corporation’s direct subsidiary, UWM Holdings, LLC (“UWM Holdings”), entered into a Purchase Agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC., as representative of the several initial purchasers named therein. Pursuant to the Purchase Agreement, UWM Holdings agreed to sell $1.0 billion aggregate principal amount of 6.250% senior unsecured notes due 2031 (the “Notes”). The Notes will be guaranteed on a senior unsecured basis by UWM Holdings’ wholly-owned subsidiary, United Wholesale Mortgage, LLC (“United Wholesale Mortgage”), and will rank pari passu in right of payment with United Wholesale Mortgage’s existing senior unsecured notes by virtue of such guarantee. UWM Holdings expects the closing of the Notes to occur on September 16, 2025.
UWM Holdings expects to use the net proceeds from the offering to (i) repay the 5.5% Senior Notes due 2025 at maturity on November 15, 2025, (ii) pay down amounts outstanding under the MSR Facilities and (iii) the remainder, if any, for working capital.
The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties.
Certain of the initial purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with UWM Holdings and its affiliates.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated by reference herein.
Item 8.01 Other Events.
On September 9, 2025, UWM Holdings Corporation issued a press release announcing UWM Holdings’ intention to offer $600 million aggregate principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.1.
On September 9, 2025, UWM Holdings Corporation issued a press release announcing the pricing of UWM Holdings’ upsized offering of $1.0 billion aggregate principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| | |
Exhibit
No. | | Description |
| | |
| 10.23 | | Purchase Agreement, dated September 9, 2025, among UWM Holdings, LLC and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed on Schedule A thereto. |
| | |
| 99.1 | | Press release issued by UWM Holdings Corporation on September 9, 2025. |
| | |
| 99.2 | | Press release issued by UWM Holdings Corporation on September 9, 2025. |
| | |
| 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: September 10, 2025
| | | | | | | | |
| UWM HOLDINGS CORPORATION |
| |
| By: | | /s/ Rami Hasani |
| Name: | | Rami Hasani |
| Title: | | Executive Vice President, Chief Financial Officer |
