STOCK TITAN

SFS Holding Corp tied to UWM (UWMC) CEO sells 1.9M Class A shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

UWM Holdings Corp reported a series of insider transactions involving SFS Holding Corp, a 10% shareholder associated with CEO Mat Ishbia. SFS Holding Corp converted 6,600,000 UWM Paired Interests into the same number of Class A Common Stock shares at a conversion price of $0.00 per share, reflecting an internal exchange of securities rather than a cash purchase. Following this conversion, SFS Holding Corp executed three open-market sales of 632,874 Class A shares each on February 13, 17 and 18, 2026, at weighted average prices ranging from $4.75 to $5.07 per share under a pre-established Rule 10b5-1 trading plan.

After these indirect transactions, SFS Holding Corp held 6,495,029 Class A shares, while Mat Ishbia directly held 279,989 Class A shares and 180,737 Restricted Stock Units that convert to Class A on a one-for-one basis and vest on March 1, 2026.

Positive

  • None.

Negative

  • None.

Insights

Large insider-related sale followed a non-cash conversion, netting a sizable share reduction.

The transactions show SFS Holding Corp converting 6,600,000 UWM Paired Interests into Class A shares, then selling 1,898,622 Class A shares in the open market at weighted average prices between about $4.75 and $5.07. The conversion itself was non-cash, functioning as a structural exchange.

Because sales were made under a pre-arranged Rule 10b5-1 plan, they appear scheduled rather than opportunistic. Actual impact depends on how investors interpret a 10% holder associated with the CEO reducing indirect exposure while still retaining a substantial stake and ongoing RSU-based incentives that vest on March 1, 2026.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mat Ishbia

(Last) (First) (Middle)
C/O UWM HOLDINGS CORPORATION
585 SOUTH BLVD E

(Street)
PONTIAC MI 48341

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UWM Holdings Corp [ UWMC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/13/2026 S 632,874(1) D $4.94(2) 1,160,777 I See Footnote(3)
Class A Common Stock 02/17/2026 C 6,600,000 A (4) 7,760,777 I See Footnote(3)
Class A Common Stock 02/17/2026 S 632,874(1) D $4.88(5) 7,127,903 I See Footnote(3)
Class A Common Stock 02/18/2026 S 632,874(1) D $4.85(6) 6,495,029 I See Footnote(3)
Class A Common Stock 279,989 D(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
UWM Paired Interests (4) 02/17/2026 C 6,600,000 01/21/2021 (8) Class A Common Stock 6,600,000 $0 1,305,082,620 I See Footnote(3)
Restricted Stock Units (9) (10) (10) Class A Common Stock 180,737 180,737 D
1. Name and Address of Reporting Person*
Mat Ishbia

(Last) (First) (Middle)
C/O UWM HOLDINGS CORPORATION
585 SOUTH BLVD E

(Street)
PONTIAC MI 48341

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
1. Name and Address of Reporting Person*
SFS HOLDING CORP

(Last) (First) (Middle)
C/O UWM HOLDINGS CORPORATION
585 SOUTH BLVD E

(Street)
PONTIAC MI 48341

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Sold pursuant to the 10b5-1 Plan adopted by SFS Corp on September 16, 2025.
2. Represents the weighted average price of shares sold. The price of the shares sold ranged from $4.75 to $5.07 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each price.
3. These securities are held directly by SFS Corp, a 10% holder of the Issuer, and indirectly by Mat Ishbia. Mat Ishbia is the Chief Executive Officer and sole director of SFS Corp and serves as the investment advisor to the trust that owns the voting securities of SFS Corp, and therefore exercises all voting and dispositive power of the securities held by SFS Corp. In addition, trusts for the benefit of Mat Ishbia and his immediate family are shareholders of SFS Corp. By virtue of its relationship with Mat Ishbia, a director and the CEO of the Issuer, SFS Corp may be deemed to be a director by deputization.
4. Each UWM Paired Interest consists of one share of non-economic voting Class D Common Stock of UWM Holdings Corporation (the "Issuer") ("Class D Stock") and one Class B common units of UWM Holdings, LLC ("UWM LLC") ("Class B Common Units"), a subsidiary of the Issuer. Each UWM Paired Interest is convertible for one share of Class A Common Stock of the Issuer (i) at any time at the option of the holder or (ii) automatically upon transfer to a third person. These shares of Class A Common Stock were acquired by SFS Holding Corp. ("SFS Corp") upon the conversion of an equal number of UWM Paired Interests.
5. Represents the weighted average price of shares sold. The price of the shares sold ranged from $4.83 to $4.97 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each price.
6. Represents the weighted average price of shares sold. The price of the shares sold ranged from $4.75 to $4.94 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each price.
7. These shares are held directly by Mat Ishbia and SFS Corp. has no interests in these shares.
8. The conversion rights related to the UWM Paired Interests do not expire.
9. These Restricted Stock Units ("RSUs") convert to Class A Common Stock on a one-for-one basis.
10. These RSUs vest on March 1, 2026. The RSUs were granted pursuant to the 2020 Omnibus Incentive Plan.
Remarks:
/s/ Mat Ishbia 02/18/2026
/s/ Mat Ishbia, CEO, for SFS Holding Corp. 02/18/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did UWM Holdings Corp (UWMC) report in this Form 4?

The filing shows SFS Holding Corp converted 6,600,000 UWM Paired Interests into 6,600,000 Class A shares, then sold 1,898,622 Class A shares in three open-market transactions. It also reports Mat Ishbia’s direct holdings of Class A shares and Restricted Stock Units.

Who executed the UWM Holdings (UWMC) share sales and under what plan?

The reported sales were executed by SFS Holding Corp, a 10% holder of UWM Holdings associated with CEO Mat Ishbia. Footnotes state the sales were made under a pre-established Rule 10b5-1 trading plan adopted by SFS Corp on September 16, 2025, indicating pre-scheduled transactions.

How many UWM Holdings (UWMC) shares were sold and at what prices?

SFS Holding Corp sold a total of 1,898,622 Class A shares in three blocks of 632,874 shares. Footnotes disclose weighted average sale prices, with ranges from $4.75 to $5.07 per share across the reported trading dates, reflecting multiple executions within those price bands.

What are UWM Paired Interests and how were they treated in this UWMC filing?

Each UWM Paired Interest consists of one Class D voting share and one Class B common unit of UWM Holdings, LLC. They are convertible into one Class A share. SFS Holding Corp converted 6,600,000 UWM Paired Interests into 6,600,000 Class A shares, with conversion rights that do not expire.

What equity incentives does Mat Ishbia hold directly in UWM Holdings (UWMC)?

Mat Ishbia directly holds Class A Common Stock and Restricted Stock Units. The filing reports 180,737 RSUs that convert into Class A shares on a one-for-one basis, scheduled to vest on March 1, 2026, alongside 279,989 directly held Class A shares in his own name.

How much UWM Holdings (UWMC) stock does SFS Holding Corp own after these transactions?

After the reported conversion and sales, SFS Holding Corp holds 6,495,029 shares of UWM Holdings Class A Common Stock indirectly associated with Mat Ishbia. Footnotes explain that Ishbia, as CEO and sole director of SFS Holding Corp, exercises all voting and dispositive power over these securities.
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