Mat Ishbia trades: UWMC float up 4.2 M shares, 10b5-1 sales disclosed

Rhea-AI Filing Summary

UWM Holdings Corp. (UWMC) – Form 4 insider activity filed 07/01/2025

CEO, President and 10% owner Mat Ishbia, acting through affiliated entity SFS Holding Corp., reported the following transactions:

• Sales: Three open-market sales executed under a Rule 10b5-1 plan adopted 03/17/2025.
  • 06/27/25 – 400,036 Class A shares at a weighted average $4.12
  • 06/30/25 – 400,036 shares at $4.13
  • 07/01/25 – 400,036 shares at $4.23
  Total shares sold: ≈1.2 million; gross proceeds ≈$4.9 million.
• Conversion: On 07/01/25, SFS Holding converted 4.2 million UWM Paired Interests (Class B units + Class D voting share) into an equal number of Class A shares (transaction code “C”). No cash was exchanged (exercise price $0).

Post-transaction ownership

• Indirect (SFS Holding): 4,699,640 Class A shares
• Direct (Ishbia): 279,989 Class A shares
• Derivative holdings: 1,389,082,620 remaining UWM Paired Interests plus 180,737 restricted stock units vesting 03/01/26.

The net effect is an increase of 4.2 million Class A shares in the public float, partially offset by the 1.2 million shares sold. Ishbia retains a dominant economic and voting position through the paired-interest structure.

Positive

• Conversion of 4.2 million paired interests increases public float and may improve share liquidity without reducing the CEO’s economic stake.
• Transactions executed under a Rule 10b5-1 plan, providing transparency and reducing insider-trading concerns.
• CEO retains a substantial holding (≈1.389 B paired interests plus 4.7 M Class A), indicating ongoing alignment with shareholders.

Negative

• Open-market sale of ≈1.2 million shares by the CEO may be perceived as a bearish signal.
• Float expansion of ~1 % could create short-term selling pressure on UWMC shares.

Insights

Securities Analyst

TL;DR: Insider sold ≈1.2 M shares but converted 4.2 M units; float expands, control unchanged.

The Form 4 shows moderate insider selling by the CEO (≈$4.9 M) executed under a pre-planned 10b5-1 program, limiting concerns about information asymmetry. More significant is the conversion of 4.2 M paired interests into Class A stock, which increases tradable float by ~1.1 %, a modest supply overhang at roughly 20 days of average volume. Because the paired interests already represented economic ownership, the conversion does not alter Ishbia’s economic stake, but it does unlock liquidity. Investors may view the selling as a mild negative signal, yet Ishbia still controls >1.38 B paired interests, underscoring long-term alignment. Overall impact: slightly negative due to float expansion and sale.

Corporate Governance Expert

TL;DR: Planned sales limit governance alarm; control through super-voting stock remains intact.

From a governance lens, the transactions are routine. The CEO operates within a dual-class framework where paired interests confer outsized voting power; converting them to Class A shares does not dilute his influence. Use of a 10b5-1 plan adds procedural safeguards, reducing potential insider-trading risk. Continued large holdings—over 1.38 B paired interests plus 4.7 M Class A shares—signal commitment. The new float may marginally improve liquidity for minority shareholders. No red flags on control or alignment arise.

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).

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)
06/27/2025

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	06/27/2025		S		400,036(1)	D	$4.12(2)	1,299,712	I	See Footnote(3)
Class A Common Stock	06/30/2025		S		400,036(1)	D	$4.13(4)	899,676	I	See Footnote(3)
Class A Common Stock	07/01/2025		S		400,036(1)	D	$4.23(5)	499,640	I	See Footnote(3)
Class A Common Stock	07/01/2025		C		4,200,000	A	(6)	4,699,640	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	(6)	07/01/2025		C			4,200,000	01/21/2021	(8)	Class A Common Stock	4,200,000	$0	1,389,082,620	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 March 17, 2025.

2. Represents the weighted average price of shares sold. The price of the shares sold ranged from $4.10 to $4.19 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. Represents the weighted average price of shares sold. The price of the shares sold ranged from $4.07 to $4.16 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.

5. Represents the weighted average price of shares sold. The price of the shares sold ranged from $4.08 to $4.30 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. 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.

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	07/01/2025
	/s/ Mat Ishbia, CEO, for SFS Holding Corp.	07/01/2025
	** Signature of Reporting Person	Date
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FAQ

How many UWMC shares did CEO Mat Ishbia sell?

He sold approximately 1,200,000 Class A shares across three transactions between 06/27/25 and 07/01/25.

At what prices were the UWMC shares sold?

Weighted average prices were $4.12, $4.13 and $4.23 per share, respectively.

What are UWM Paired Interests and how many were converted?

Each Paired Interest equals one Class B unit plus one Class D vote; 4.2 million were converted into Class A shares on 07/01/25.

Does the conversion affect Mat Ishbia’s voting control?

No. He still holds over 1.38 billion paired interests, maintaining dominant voting power.

Is the insider sale part of a pre-planned program?

Yes. The sales were executed under a 10b5-1 plan adopted on 03/17/2025.

How many Class A shares does Mat Ishbia own after these transactions?

Indirectly through SFS Holding he owns 4,699,640 shares; directly, he holds 279,989 shares.