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UWM Holdings (UWMC) owners outline $1.65B Oaktree deal and 79% voting cap

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(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

UWM Holdings Corporation’s controlling stockholder group filed an amended Schedule 13D reflecting a new $1.65 billion financing with funds affiliated with Oaktree Capital Management and entities associated with Mat Ishbia. The issuer sold $1.5 billion of Series A‑1 preferred stock and warrants to Oaktree purchasers and $150,000,000 of Series A‑2 preferred stock and warrants to SFS Capital. The deal includes Class A and Class B warrants, each to buy Class A common stock, with terms extending up to ten years and NYSE stockholder approval required for SFS Capital’s warrants.

The filing adds SFS Capital Group, LLC as a reporting person and updates ownership. Mat Ishbia is deemed to beneficially own 1,297,097,115 shares of Class A stock (including shares issuable upon conversion or exercise), or 79.4% of the Class A outstanding, but his voting power is capped at 79% by a voting limitation in the charter. SFS Holding Corp. beneficially owns 1,261,862,603 shares (Class D exchangeable into Class A), or 78.7% of the Class A outstanding.

The financing is paired with a backstopped rights offering for 200,000,000 Class A shares targeting at least $400,000,000 in proceeds, priced at the greater of $2.00 per share or 85% of a 10‑day VWAP. Oaktree and Ishbia-affiliated parties have backstop purchase rights and commitments, with options to take additional Class A stock or junior preferred plus warrants. The filing also describes investor rights, support, and an amended tax receivable agreement, and notes that 653,792,940 paired interests are pledged as collateral for multiple loans while preserving SFS’s voting rights absent default.

Positive

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Negative

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Filing Explained

The rights offering and possible backstop remain future steps, while SFS warrant shares counted in ownership still await approval and face a 4.99% blocker.

The August 5, 2026 financing has closed, but the separate rights offering remains a future step: it is expected to run from October 5, 2026 through November 12, 2026, with Oaktree entitled to cover any shortfall and the Ishbia support parties committed to cover any remaining shortfall.

The filing counts 30,000,000 shares issuable under SFS Capital's warrants in its beneficial ownership, but those warrants cannot be exercised until stockholder approval and are subject to a 4.99% blocker.

During the restricted period, the reporting persons cannot transfer their Series A-2 preferred stock outside the reporting group; if a liquidity period begins, Oaktree receives a proxy over the applicable equity interests for an approved liquidity transaction.

A named follow-up is the issuer's agreement to file, within 45 days after August 5, 2026, a resale registration statement for the warrants and the Class A shares issuable on exercise; the filing also gives SFS Capital demand and piggyback registration rights.

Total financing size 1.65 billion Aggregate consideration under the Securities Purchase Agreement for Series A preferred and warrants
Oaktree purchasers investment 1.5 billion Aggregate consideration for Series A-1 Preferred Stock and Warrants issued to Oaktree Purchasers
SFS Capital investment 150,000,000 Aggregate purchase price paid by SFS Capital for Series A-2 Preferred Stock and Warrants
Mat Ishbia beneficial ownership 1,297,097,115 shares; 79.4% Beneficially owned Class A stock (including issuable) and percentage of 342,266,194 shares outstanding
SFS Corp. beneficial ownership 1,261,862,603 shares; 78.7% Class A stock issuable upon conversion or exchange of Class D Stock held by SFS Corp.
Rights offering size 200,000,000 shares; 400,000,000 Planned Class A shares and minimum cash proceeds in the rights offering
Pledged interests 653,792,940 Paired Interests Interests pledged as collateral to JPMorgan Chase Bank, N.A. under Collateral Agreements
Loan principals secured 610 million; 605 million; 435 million; 225 million; 460 million Principal amounts of five loans maturing in 2028, 2029, 2028, 2029 and 2030
Series A-2 Preferred Stock financial
"150,000 shares of Series A-2 Preferred Stock, par value $0.0001 per share"
Series A-2 preferred stock is a specific class of shares created during a funding round that gives its holders stronger financial protections and priority over common shareholders, such as getting paid first if the company is sold or winding down. Investors care because these shares behave like a hybrid between a loan and regular stock: they often offer fixed payouts or conversion rights and a better claim on assets, making them lower risk and shaping potential returns.
Rights Offering financial
"from the sale of 200,000,000 shares of Class A Stock through a registered rights offering"
A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.
10-day VWAP financial
"price equal to the greater of $2.00 per share or 85% of the 10-day VWAP"
10-day VWAP is the average price at which a stock traded over the past ten trading days, weighted by the number of shares exchanged at each price so bigger trades count more. Investors use it like a benchmark or reference line—similar to checking the average speed on a ten-day trip weighted by how long you traveled at each speed—to judge whether current prices are fair, to time trades, and to spot short-term trends or unusual activity.
Voting Limitation financial
"which provides that, in no event shall a holder of common stock ... (the "Voting Limitation")"
Tax Receivable Agreement financial
"amended and restated (the "TRA Amendment") the Tax Receivable Agreement, dated January 21, 2021"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
Paired Interests financial
"with respect to an aggregate of 653,792,940 Paired Interests which are pledged as collateral"

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

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FAQ

What financing involving UWMC is described in this Schedule 13D/A?

The amendment describes a $1.65 billion financing where UWM sold Series A preferred stock and warrants to Oaktree-affiliated funds and SFS Capital, including $1.5 billion to Oaktree purchasers and $150,000,000 to SFS Capital.

How much of UWM Holdings (UWMC) does Mat Ishbia beneficially own after this amendment?

Mat Ishbia is deemed to beneficially own 1,297,097,115 shares of Class A stock, representing 79.4% of outstanding Class A shares, based on 342,266,194 Class A shares outstanding as of August 4, 2026, including shares issuable upon conversion and warrant exercise.

What are the terms of the UWMC rights offering mentioned in the filing?

The issuer plans a rights offering for 200,000,000 Class A shares to raise at least $400,000,000, at a price equal to the greater of $2.00 per share or 85% of the 10‑day VWAP ending before expiration on November 12, 2026.

What voting limitation affects Mat Ishbia’s control of UWMC?

A charter Voting Limitation caps any holder’s voting power at 79% of total voting power. Although his holdings would otherwise provide 97.6% voting power, Mat Ishbia’s effective voting power is limited to 79% through SFS Corp.’s Class D stock.

What collateral arrangements involving UWMC interests does SFS have?

SFS pledged 653,792,940 paired interests under Collateral Agreements with JPMorgan Chase Bank, N.A., securing five loans totaling principal of $610 million, $605 million, $435 million, $225 million, and $460 million, while retaining voting rights absent default.





91823B109

(CUSIP Number)
Mat Ishbia
585 South Boulevard E,
Pontiac, MI, 48341
800-981-8898


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

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/05/2026

(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).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
With respect to the shares disclosed in items 7, 8, 9, 10 and 11 above, please see Item 5.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Mat Ishbia
Signature:/s/ Mat Ishbia
Name/Title:Mat Ishbia
Date:08/10/2026
SFS Holding Corp.
Signature:/s/ Mat Ishbia
Name/Title:Mat Ishbia, Chief Executive Officer
Date:08/10/2026
SFS Capital Group, LLC
Signature:/s/ Mat Ishbia
Name/Title:Mat Ishbia, Manager
Date:08/10/2026