UWMC holder updates 82% stake, voting capped at 79%

UWMC Holdings Corporation’s controlling shareholder has updated its ownership disclosure.

Rhea-AI Filing Summary

UWMC Holdings Corporation’s controlling shareholder has updated its ownership disclosure. Mat Ishbia and SFS Holding Corp. filed Amendment No. 12 to their Schedule 13D to reflect recent sales made under a previously adopted Rule 10b5-1 trading plan.

As of this amendment, SFS Holding Corp. holds 1,333,996,611 shares of Class D stock, which are convertible, together with Class B units, into 1,318,553,880 shares of Class A common stock. Those 1,318,553,880 Class A shares represent 82.4% of the 281,344,220 Class A shares outstanding. Due to a voting limitation in the charter, the reporting persons exercise 79% of total voting power, although without that limitation they would hold 99.9% of the company’s voting power. Mat Ishbia is deemed to beneficially own 1,323,660,250 shares, or 82.7% of the Class A class.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does UWMC’s Schedule 13D/A Amendment No. 12 disclose?

The amendment updates Mat Ishbia and SFS Holding Corp.’s stake in UWMC following sales under a Rule 10b5-1 trading plan. It restates beneficial ownership and voting power for Class A and Class D shares, including applicable voting limitations in the charter.

How much of UWMC does Mat Ishbia beneficially own after this amendment?

Mat Ishbia is deemed to beneficially own 1,323,660,250 shares, representing 82.7% of UWMC’s Class A common stock. This includes shares issuable from Class D stock held by SFS Holding Corp., over which he has authority through a trust advisory role.

What stake in UWMC’s Class A stock is held through SFS Holding Corp.?

SFS Holding Corp. holds Class D shares convertible into 1,318,553,880 Class A shares, equal to 82.4% of the 281,344,220 Class A shares outstanding. These securities give SFS Holding Corp. shared voting and dispositive power with Mat Ishbia.

How much voting power do the reporting persons have at UWMC?

The reporting persons control 79% of UWMC’s total voting power because the charter limits any holder to 79% of aggregate voting power. Without this voting limitation, their Class D and related interests would represent 99.9% of the company’s total voting power.

What is the significance of the Class D stock mentioned in the UWMC filing?

UWMC’s Class D stock, all held by SFS Holding Corp., totals 1,333,996,611 shares and carries ten votes per share. It is convertible, with related Class B units, into Class A stock, forming the basis of the reporting persons’ large economic and voting stake.

Why does the UWMC filing mention a Rule 10b5-1 trading plan?

The amendment notes SFS Holding Corp. previously adopted a Rule 10b5-1 trading plan. This update is filed to reflect sales of securities executed automatically under that pre-arranged plan, while restating the reporting persons’ remaining beneficial ownership and voting position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/02/2026 - 04:06 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

UWM Holdings Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

91823B109

(CUSIP Number)

Mat Ishbia
585 South Boulevard E,
Pontiac, MI, 48341
800-981-8898

SFS Holding Corp.
585 South Boulevard E,
Pontiac, MI, 48341
800-981-8898

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/29/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 91823B109

1

Name of reporting person

Mat Ishbia

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,106,370.00
8	Shared Voting Power 1,318,553,880.00
9	Sole Dispositive Power 5,106,370.00
10	Shared Dispositive Power 1,318,553,880.00

11

Aggregate amount beneficially owned by each reporting person

1,323,660,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

82.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 91823B109

1

Name of reporting person

SFS Holding Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,318,553,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,318,553,880.00

11

Aggregate amount beneficially owned by each reporting person

1,318,553,880.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

82.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: UWM Holdings Corporation
(c)	Address of Issuer's Principal Executive Offices: 585 South Boulevard E, Pontiac, MICHIGAN , 48341.
Item 1 Comment: This Amendment No 12 (the "Amendment") to Schedule 13D is being jointly filed by Mat Ishbia and SFS Holding Corp. ("SFS Corp." and together with Mat Ishbia, collectively referred to as the "Reporting Persons") and relates to the Class A Common Stock, par value $0.0001 per share (the "Class A Stock"), of UWM Holdings Corporation, a Delaware corporation (the "Issuer") and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons on February 1, 2021, as amended by Amendment No 1 filed on September 4, 2024, as amended by Amendment No 2 filed on September 18, 2024, as amended by Amendment No 3 filed on October 3, 2024, as amended by Amendment No 4 filed on October 15, 2024, as amended by Amendment No 5 filed on March 19, 2025 , as amended by Amendment No 6 filed on April 2, 2025, as amended by Amendment No 7 filed on June 17, 2025, as amended by Amendment No 8 on August 12, 2025, as amended by Amendment No 9 filed on October 6, 2025, as amended by Amendment No 10 filed on November 5, 2025 (the "Schedule 13D"), and as amended by Amendment No 11 filed on December 10, 2025 (the "Schedule 13D"). The principal executive offices of the Issuer are located at 585 South Boulevard E, Pontiac, Michigan 48341. Unless specifically amended hereby, the disclosure set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13 D is hereby amended by the addition of the following: As previously disclosed in Amendment No. 11 to the Schedule 13D, SFS Corp. adopted a 10b5-1 trading arrangement (the "10b5-1 Plan"). This Amendment is being filed to reflect sales of securities that have occurred pursuant to the 10b5-1 Plan.
Item 5.	Interest in Securities of the Issuer
(a)	Paragraph (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: As of the date hereof, SFS Corp. directly holds an aggregate of 1,333,996,611 shares of Class D Stock which are convertible or exchangeable, along with the Class B Units in Holdings LLC, into shares of Class A Stock. Each share of Class D Stock is entitled to ten votes and each share of Class A Stock is entitled to one vote. SFS Corp. owns all of the outstanding shares of Class D Stock. Mat Ishbia by virtue of being the trust advisor of the Trust with the right to direct the voting and disposition of the securities of the Issuer held by SFS Corp., is deemed to beneficially own the 1,318,553,880 shares of Class A Stock beneficially owned directly by SFS Corp. that are issuable upon conversion or exchange of the Class D Stock. The Reporting Persons each share the power to vote or dispose of the Class A Stock and Class D Stock he or it beneficially owns. The 1,318,553,880 shares of Class A Stock beneficially owned by the Reporting Persons represent 82.4% of the outstanding shares of Class A Stock based upon 281,344,220 shares of Class A Stock outstanding as of the date hereof. However, due to the voting limitation contained in the Issuer's Certificate of Incorporation which provides that, in no event shall a holder of common stock of the Issuer be entitled to vote in excess of 79% of the voting power of the holders of the outstanding shares of all capital stock of the Issuer then voting together as a single class on such matter (the "Voting Limitation"), the Reporting Persons hold 79% of the voting power of the capital stock of the Issuer through the ownership of 100% of the Class D Stock, which has ten votes per share. Without the Voting Limitation, the Reporting Persons would hold 99.9% of the voting power of the capital stock of the Issuer. These shares do not include shares held by Mat Ishbia, directly and as trustee.
(b)	Paragraph (b) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: As of the date hereof, SFS Corp. directly holds an aggregate of 1,333,996,611 shares of Class D Stock which are convertible or exchangeable, along with the Class B Units in Holdings LLC, into shares of Class A Stock. Each share of Class D Stock is entitled to ten votes and each share of Class A Stock is entitled to one vote. SFS Corp. owns all of the outstanding shares of Class D Stock. Mat Ishbia by virtue of being the trust advisor of the Trust with the right to direct the voting and disposition of the securities of the Issuer held by SFS Corp., is deemed to beneficially own the 1,318,553,880 shares of Class A Stock beneficially owned directly by SFS Corp. that are issuable upon conversion or exchange of the Class D Stock. The Reporting Persons each share the power to vote or dispose of the Class A Stock and Class D Stock he or it beneficially owns. The 1,318,553,880 shares of Class A Stock beneficially owned by the Reporting Persons represent 82.4% of the outstanding shares of Class A Stock based upon 281,344,220 shares of Class A Stock outstanding as of the date hereof. However, due to the voting limitation contained in the Issuer's Certificate of Incorporation which provides that, in no event shall a holder of common stock of the Issuer be entitled to vote in excess of 79% of the voting power of the holders of the outstanding shares of all capital stock of the Issuer then voting together as a single class on such matter (the "Voting Limitation"), the Reporting Persons hold 79% of the voting power of the capital stock of the Issuer through the ownership of 100% of the Class D Stock, which has ten votes per share. Without the Voting Limitation, the Reporting Persons would hold 99.9% of the voting power of the capital stock of the Issuer. These shares do not include shares held by Mat Ishbia, directly and as trustee.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mat Ishbia

Signature:	/s/ Mat Ishbia
Name/Title:	Mat Ishbia
Date:	02/02/2026

SFS Holding Corp.

Signature:	/s/ Mat Ishbia
Name/Title:	Mat Ishbia, Chief Executive Officer
Date:	02/02/2026