Mat Ishbia/SFS Hold 1.37B UWMC Shares; 10b5-1 Sales Disclosed

Rhea-AI Filing Summary

Mat Ishbia and SFS Holding Corp. filed Amendment No. 9 to their Schedule 13D regarding UWM Holdings Corporation Class A common stock. The amendment reports that SFS Holding Corp. directly holds 1,365,482,620 shares of Class D stock convertible into Class A shares, representing 85.4% of Class A on an as-converted basis and contributing to an aggregate beneficial ownership of 1,370,588,990 shares (about 85.7% of Class A). The issuer’s charter imposes a Voting Limitation that caps any holder at 79% of total voting power; accordingly the Reporting Persons hold 79% of voting power through Class D ownership (10 votes per share). The filing also notes sales made under a previously disclosed 10b5-1 trading plan. The statement confirms Mat Ishbia’s role as trust advisor and that he and SFS Corp. share voting and dispositive power over the reported shares.

Positive

• Clear disclosure of ownership: Reports 1,365,482,620 Class D shares and aggregate 1,370,588,990 beneficial shares with numeric precision
• Voting cap in place: The issuer’s certificate limits any holder to 79% voting power, providing a formal constraint on control
• Use of a 10b5-1 plan: Indicates preplanned, rule-compliant sales rather than opportunistic trading

Negative

• Extremely concentrated economic ownership: Reporting Persons represent 85.4% of Class A on an as-converted basis, limiting public float and market liquidity
• High governance centralization: Majority control may reduce influence of other shareholders and raise governance scrutiny
• Potential share sales: Sales under the 10b5-1 plan can increase supply and pressure trading dynamics if large volumes are executed

Insights

Corporate Governance Expert

Concentrated control persists but is legally capped at 79% voting power.

The Reporting Persons beneficially own a dominant economic position—85.4% of Class A on an as-converted basis—while the issuer’s charter enforces a Voting Limitation that limits their voting influence to 79%. That structure preserves near-complete control while maintaining a formal cap on voting power.

This arrangement reduces shareholder governance variability short-term but increases scrutiny risk for minority holders; watch for any charter or governance proposals that reference voting caps in the next 12 months.

Capital Markets Expert

Large ownership plus a 10b5-1 plan implies controlled liquidity and scheduled sales.

SFS Corp. holds 1,365,482,620 Class D shares convertible to Class A, and the filing confirms that sales have occurred under a previously disclosed 10b5-1 trading arrangement. The conversion ratio (Class D = 10 votes) creates a gap between economic ownership and capped voting power.

Monitor reported Form 4s and future Schedule 13D amendments for the volume and timing of 10b5-1 sales and any dilution or conversion events over the coming quarters; these will directly affect public float and trading liquidity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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
South Boulevard E,
Pontiac, MI, 48341
800-981-8898

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

09/30/2025

(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 1,365,482,620.00
9	Sole Dispositive Power 5,106,370.00
10	Shared Dispositive Power 1,365,482,620.00

11

Aggregate amount beneficially owned by each reporting person

1,370,588,990.00

12

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

13

Percent of class represented by amount in Row (11)

85.7 %

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 1,365,482,620.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,365,482,620.00

11

Aggregate amount beneficially owned by each reporting person

1,365,482,620.00

12

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

13

Percent of class represented by amount in Row (11)

85.4 %

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 9 (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 and as amended by Amendment No 8 on August 12, 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. 8 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 1,365,482,620 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 1,365,482,620 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 1,365,482,620 shares of Class A Stock beneficially owned by the Reporting Persons represent 85.4% of the outstanding shares of Class A Stock based upon 234,291,930 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 1,365,482,620 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 1,365,482,620 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 1,365,482,620 shares of Class A Stock beneficially owned by the Reporting Persons represent 85.4% of the outstanding shares of Class A Stock based upon 234,291,930 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:	10/06/2025

SFS Holding Corp.

Signature:	/s/ Mat Ishbia
Name/Title:	Mat Ishbia, Chief Executive Officer
Date:	10/06/2025

FAQ

What stake does Mat Ishbia (UWMC) report in this Schedule 13D/A?

The filing reports Mat Ishbia and SFS Holding Corp. beneficially own an aggregate of 1,370,588,990 shares (about 85.7% of Class A) on an as-reported basis, with 1,365,482,620 Class D shares convertible into Class A.

How much voting power does the reporting group hold in UWMC?

Due to the issuer’s charter Voting Limitation, the Reporting Persons hold 79% of total voting power despite representing 85.4% of Class A on an as-converted basis.

Does the filing disclose any share sales by the reporting persons?

Yes. The amendment states that sales have occurred pursuant to a previously disclosed 10b5-1 trading plan.

Are the Class D shares more powerful than Class A shares?

Yes. Each Class D share carries ten votes while each Class A share carries one vote, which is why Class D ownership translates into concentrated voting influence.

Who signed the Schedule 13D/A and when?

The filing was signed by Mat Ishbia on 10/06/2025 for himself and as Chief Executive Officer of SFS Holding Corp.