Mat Ishbia/SFS Corp convert 4.2M shares and sell 800K under 10b5-1 (UWMC)

Rhea-AI Filing Summary

Mat Ishbia and SFS Holding Corp. reported multiple insider transactions in UWM Holdings Corp (UWMC). On August 15, 2025, SFS Corp converted 4,200,000 UWM Paired Interests into Class A common stock, increasing beneficial ownership reported for SFS to 4,898,524 shares. Under a 10b5-1 plan, SFS sold 400,036 shares on August 15 at a weighted average price of approximately $5.39 and another 400,036 shares on August 18 at a weighted average of ~$5.35. Mat Ishbia directly disposed of 279,989 shares. After these transactions, combined indirect beneficial ownership is reported as 4,098,452 Class A shares, and 180,737 RSUs remain unvested, vesting March 1, 2026.

Positive

• Conversion of 4,200,000 UWM Paired Interests into Class A shares, increasing reported beneficial holdings prior to sales
• Sales executed under a 10b5-1 plan, indicating pre-arranged dispositions and added procedural transparency
• Detailed footnotes explain conversion mechanics, ownership relationships, and RSU vesting schedule

Negative

• Total sales of 800,072 Class A shares (400,036 on 08/15/2025 at ~$5.39 avg and 400,036 on 08/18/2025 at ~$5.35 avg), reducing reported beneficial ownership
• Direct disposition of 279,989 shares by Mat Ishbia, further decreasing aggregate holdings

Insights

Financial Analyst

TL;DR: Large conversion followed by systematic sales under a 10b5-1 plan; net holding remains substantial.

The conversion of 4.2 million UWM Paired Interests into Class A shares materially increased reported shareholdings before scheduled sales. The subsequent sales of 800,072 shares were executed under a documented 10b5-1 plan, indicating pre-arranged disposition rather than opportunistic trading. The weighted average sale prices reported (~$5.35–$5.39) provide transparency on execution levels. Post-transactions, indirect beneficial ownership remains at 4,098,452 shares, a significant stake that continues to align the reporting persons with the company's equity. For valuation, the sales volumes relative to outstanding shares are not provided in this filing, limiting assessment of market impact.

Corporate Governance Expert

TL;DR: Insider conversion and coordinated sales were disclosed with required explanations and 10b5-1 plan reference.

The filing clearly discloses the mechanics of the UWM Paired Interests conversion and attributes direct and indirect ownership between SFS Holding Corp. and Mat Ishbia. The sales were identified as pursuant to a 10b5-1 plan adopted March 17, 2025, which supports an affirmative defense for scheduled trades. The filing includes customary footnotes on conversion rights and RSU vesting. Governance transparency is strong in this filing, with signatures from both Mat Ishbia and on behalf of SFS Corp. The filing does not indicate any amendments or exceptions beyond the disclosed transactions.

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)
08/15/2025

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	08/15/2025		C		4,200,000	A	(1)	4,898,524	I	See Footnote(2)
Class A Common Stock	08/15/2025		S		400,036(3)	D	$5.39(4)	4,498,488	I	See Footnote(2)
Class A Common Stock	08/18/2025		S		400,036(3)	D	$5.35(5)	4,098,452	I	See Footnote(2)
Class A Common Stock								279,989	D(6)

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	(1)	08/15/2025		C			4,200,000	01/21/2021	(7)	Class A Common Stock	4,200,000	$0	1,376,482,620	I	See Footnote(2)
Restricted Stock Units	(8)							(9)	(9)	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. 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.

2. 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.

3. Sold pursuant to the 10b5-1 Plan adopted by SFS Corp on March 17, 2025.

4. Represents the weighted average price of shares sold. The price of the shares sold ranged from $5.32 to $5.57 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 $5.28 to $5.42 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. These shares are held directly by Mat Ishbia and SFS Corp. has no interests in these shares.

7. The conversion rights related to the UWM Paired Interests do not expire.

8. These Restricted Stock Units ("RSUs") convert to Class A Common Stock on a one-for-one basis.

9. These RSUs vest on March 1, 2026. The RSUs were granted pursuant to the 2020 Omnibus Incentive Plan.

Remarks:

	/s/ Mat Ishbia	08/18/2025
	/s/ Mat Ishbia, CEO, for SFS Holding Corp.	08/18/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Mat Ishbia and SFS Holding Corp report for UWMC?

They reported conversion of 4,200,000 UWM Paired Interests into Class A common stock and sales of 400,036 shares on 08/15/2025 and 400,036 shares on 08/18/2025 by SFS Corp, plus a direct sale of 279,989 shares by Mat Ishbia.

Were the sales by SFS Holding Corp part of a planned trading program?

Yes. The sales were made pursuant to a 10b5-1 plan adopted by SFS Corp on March 17, 2025, as disclosed in the filing.

How many UWMC shares are beneficially owned after these transactions?

The filing reports 4,098,452 Class A shares beneficially owned following the reported transactions (indirect ownership via SFS Corp and Mat Ishbia).

What prices were the sold shares executed at?

The filing reports weighted average sale prices: ~$5.39 for 08/15/2025 sales (range $5.32–$5.57) and ~$5.35 for 08/18/2025 sales (range $5.28–$5.42).

Are there any unvested awards disclosed for the reporting persons?

Yes. The filing shows 180,737 Restricted Stock Units that convert one-for-one to Class A shares and vest on March 1, 2026.