Uwm Holdings Corporation SEC Filings

UWM Holdings Corporation furnished an earnings presentation outlining its strategy, financial profile, and plans to bring mortgage servicing in-house while integrating strategic partnerships such as BILT.

The presentation highlights UWM’s position as the #1 overall and wholesale mortgage lender, 4Q25 loan production of $49.6B, and servicing unpaid principal balance of $240.8B as of December 31, 2025. UWM details the announced acquisition of Two Harbors’ $176Bn owned servicing portfolio, projecting $392Bn pro forma servicing UPB, $1Bn+ in recurring servicing revenue potential, and $150mm annual potential synergies. For 2025, Adjusted EBITDA is shown at 697,336 (thousands), while non-funding debt reached $4,292,940 (thousands) and the non-funding debt to equity ratio rose to 2.69.

UWM Holdings disclosed that SFS Corp, a 10% shareholder controlled by President and CEO Mat Ishbia, sold a total of 1,265,748 shares of Class A Common Stock in open-market transactions under a Rule 10b5-1 plan adopted on September 16, 2025.

SFS Corp sold 632,874 shares on February 24, 2026 at a weighted average price of $4.51 per share, with prices ranging from $4.42 to $4.59, and another 632,874 shares on February 25, 2026 at a weighted average price of $4.03, with prices ranging from $3.81 to $4.55. After these sales, SFS Corp reported ownership of 3,330,659 Class A shares.

Separately, Mat Ishbia directly holds 279,989 Class A shares and 180,737 Restricted Stock Units that convert to Class A Common Stock on a one-for-one basis and are scheduled to vest on March 1, 2026 under the 2020 Omnibus Incentive Plan.

UWM Holdings Corporation is a wholesale-focused residential mortgage lender that operates exclusively through Independent Mortgage Brokers rather than directly with borrowers. It emphasizes purchase loans, agency-eligible production and high-speed, tech-enabled underwriting across all 50 states and the District of Columbia.

The company highlights its position as a leading wholesale lender with strong broker relationships, supported by proprietary platforms like EASE, BOLT, TRAC+, DocHub and multiple AI-driven tools that speed approvals, automate document review and help brokers optimize loan structures. UWM retains most mortgage servicing rights, using their cash flows and value as a natural hedge to origination cycles, and plans to transition servicing in-house by the end of 2026.

Management discloses significant risks tied to macroeconomic and housing conditions, interest-rate-driven volatility in originations and MSR values, reliance on short-term warehouse facilities, and dependence on GSEs and government programs. It also flags regulatory complexity, cybersecurity threats, competition from banks and retail lenders, and execution risks around a pending merger with Two Harbors and the build-out of in-house servicing.

UWM Holdings Corporation reported strong fourth quarter and full-year 2025 results, highlighted by higher loan originations and improved profitability late in the year. Q4 2025 loan originations reached $49.6 billion, with total revenue of $945.2 million and net income of $164.5 million, a sharp rebound from earlier quarters.

For full-year 2025, originations were $163.4 billion, total revenue was $3.2 billion and net income was $244.0 million, while adjusted EBITDA rose to $697.3 million. The company ended the year with total assets of $16.9 billion, total equity of $1.6 billion and approximately $1.8 billion of available liquidity.

Strategically, UWM announced an all-stock merger agreement to acquire Two Harbors Investment Corp., continued rolling out its BILT rewards collaboration, launched an AI-powered income calculator and secured a Mortgage Matchup arena naming rights partnership. The board declared a $0.10 per share cash dividend on Class A common stock, payable on April 9, 2026 to holders of record on March 19, 2026, and guided Q1 2026 total revenue to between $650 million and $850 million.

UWM Holdings Corp insider activity shows a series of open-market sales of Class A Common Stock by SFS Corp, a 10% holder associated with CEO Mat Ishbia. SFS Corp sold 632,874 shares on each of February 19, 2026, February 20, 2026 and February 23, 2026, totaling 1,898,622 shares, at weighted average prices of $4.77, $4.64 and $4.52 per share, pursuant to a Rule 10b5-1 plan adopted on September 16, 2025. After these transactions, SFS Corp’s indirect holdings reported for Mat Ishbia were 4,596,407 Class A shares. Separately, Mat Ishbia directly holds 279,989 Class A shares and 180,737 restricted stock units that convert one-for-one into Class A shares and are scheduled to vest on March 1, 2026.

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.

UWM Holdings Corp insider filing shows that SFS Corp, a 10% owner controlled by CEO Mat Ishbia, executed three open-market sales of 632,874 Class A shares each on February 10, 11, and 12, 2026 under a Rule 10b5-1 trading plan adopted on March 17, 2025, at weighted average prices of $4.83, $4.66, and $4.73 per share. Following these indirect sales, SFS Corp’s holdings reported for Ishbia total 1,793,651 Class A shares. Separately, Ishbia directly holds 279,989 Class A shares and 180,737 restricted stock units that convert one-for-one into Class A stock and are scheduled to vest on March 1, 2026 under the 2020 Omnibus Incentive Plan.

UWMC is proposing an all‑stock acquisition of Two Harbors Investment Corp., and Two Harbors stockholders are being asked to approve the merger. Each share of Two Harbors common stock will convert into 2.3328 shares of UWMC Class A common stock, with cash paid instead of fractional shares. Based on the February 10, 2026 record date, UWMC expects to issue about 245,044,748 new Class A shares, plus one‑for‑one replacement of each series of Two Harbors preferred stock with new UWMC preferred series at the same dividend rates.

After closing, existing UWMC stockholders are expected to own about 87% of UWMC common equity on a fully diluted basis and former Two Harbors common stockholders about 13%, with SFS Holdings Corp. retaining roughly 79% of UWMC’s voting power. The deal implies a pro forma UWMC equity market capitalization of approximately $8.9 billion based on a $4.84 UWMC share price on February 10, 2026. Two Harbors will become an indirect, wholly owned subsidiary of UWMC, and its common and preferred shares will be delisted and deregistered.

The Two Harbors board unanimously recommends voting “FOR” the merger, a non‑binding compensation advisory proposal and a potential adjournment to solicit more votes. The proxy outlines key risks, including a fixed stock exchange ratio, the possibility the merger is delayed or not completed, integration challenges, reduced dividend expectations versus Two Harbors’ REIT structure, and ongoing merger‑related litigation that Two Harbors believes is without merit.