UWM Schedule 13D/A: 79% Voting Power, 10b5-1 Sales Noted

Rhea-AI Filing Summary

Mat Ishbia and SFS Holding Corp. filed Amendment No. 8 to their Schedule 13D for UWM Holdings Corporation Class A common stock. The filing reports that SFS Holding Corp. directly holds 1,380,682,620 shares of Class D stock that are convertible into Class A shares, representing 86.4% of outstanding Class A shares based on 218,637,559 Class A shares outstanding. Because of a charter voting limitation, the Reporting Persons hold 79% of the voting power of the company (otherwise 99.9%). The amendment also discloses that sales occurred under a previously adopted 10b5-1 trading plan. The Reporting Persons share voting and dispositive power, and Mat Ishbia is deemed to beneficially own the shares held by SFS Corp.

Positive

• Extremely high beneficial ownership: Reporting Persons control 86.4% of Class A on a share basis
• Clear voting authority: Through Class D shares (10 votes each) the Reporting Persons hold 79% of voting power under the charter cap
• Transparent disclosure: Amendment updates prior Schedule 13D filings and discloses 10b5-1 sales activity

Negative

• 10b5-1 sales occurred under a trading plan (amounts and timing not disclosed), which may increase share supply
• Extremely concentrated ownership reduces public float and may limit minority shareholder influence

Insights

Corporate Governance Expert

TL;DR: Reporting Persons maintain near-complete economic and control influence, subject to an explicit charter voting cap and recent 10b5-1 sales.

The filing documents a dominant ownership position: 1,380,682,620 Class D shares convertible into Class A, representing 86.4% of Class A on a share-count basis and yielding 79% voting power under the Issuer's Voting Limitation. Such concentration effectively centralizes control and board influence while the Voting Limitation prevents absolute voting dominance. The disclosure of sales under a 10b5-1 plan signals active liquidity management by the holders; timing and amounts of those sales are not disclosed here. For governance analysis, key implications include sustained control by the Reporting Persons and limited public shareholder voting influence.

Securities Risk Analyst

TL;DR: Large beneficial ownership reduces free float and increases single-party control risk; disclosed 10b5-1 sales add execution uncertainty.

The Schedule 13D/A confirms very high beneficial ownership (86.4% of Class A) concentrated through convertible Class D shares and associated units. From a risk standpoint, high insider ownership can limit market liquidity and heighten event risk tied to the Reporting Persons' actions. The filing notes sales under a 10b5-1 trading arrangement but provides no volumes or timing, limiting visibility into near-term share supply. The Voting Limitation caps vote influence at 79%, which mitigates—but does not eliminate—concentration risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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

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

08/12/2025

(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 1,380,682,620.00
9	Sole Dispositive Power 5,106,370.00
10	Shared Dispositive Power 1,380,682,620.00

11

Aggregate amount beneficially owned by each reporting person

1,385,788,990.00

12

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

13

Percent of class represented by amount in Row (11)

86.7 %

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 1,380,682,620.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,380,682,620.00

11

Aggregate amount beneficially owned by each reporting person

1,380,682,620.00

12

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

13

Percent of class represented by amount in Row (11)

86.4 %

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 8 (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 and as amended by Amendment No 7 filed on June 17, 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. 7 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 1,380,682,620 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 1,380,682,620 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 1,380,682,620 shares of Class A Stock beneficially owned by the Reporting Persons represent 86.4% of the outstanding shares of Class A Stock based upon 218,637,559 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 1,380,682,620 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 1,380,682,620 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 1,380,682,620 shares of Class A Stock beneficially owned by the Reporting Persons represent 86.4% of the outstanding shares of Class A Stock based upon 218,637,559 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:	08/14/2025

SFS Holding Corp.

Signature:	/s/ Mat Ishbia
Name/Title:	Mat Ishbia, Chief Executive Officer
Date:	08/14/2025

FAQ

How many shares does Mat Ishbia and SFS Holding Corp. beneficially own in UWMC?

The Reporting Persons beneficially own an aggregate of 1,385,788,990 shares (1,380,682,620 held by SFS Corp. plus shares directly held by Mat Ishbia as reported).

What percentage of UWMC Class A stock do the Reporting Persons hold?

They beneficially own 86.4% of the outstanding Class A shares based on 218,637,559 Class A shares outstanding as reported.

What voting power do the Reporting Persons have in UWMC?

Due to the Issuer's charter Voting Limitation, the Reporting Persons hold 79% of the voting power of the company's capital stock through ownership of 100% of Class D stock.

Does the filing disclose any share sales?

Yes. The Amendment states that sales occurred pursuant to a previously adopted 10b5-1 trading plan, but it does not disclose the amounts or specific trade dates in this amendment.

Who is deemed to beneficially own the shares held by SFS Holding Corp.?

Mat Ishbia is deemed to beneficially own the shares held by SFS Holding Corp. by virtue of his role as trust advisor with the right to direct voting and disposition.