Summary
The SEC is now looking at hedges that cost UWM $741.4 million in the first half of 2026. [C1] Prospectus supplement, risk factorsIn addition, we received a letter from the SEC Division of Enforcement notifying us that they are conducting an investigation and requesting the voluntary production of documents relating to certain of our hedging practices and losses in the first and second quarter of 2026. We are in the process of responding to the document request.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C37] Form 10-Q, MD&AThe loss on other interest rate derivatives of $741.4 million for the six months ended June 30, 2026
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm UWM disclosed the inquiry in the risk factors of two stock offering documents, while it is raising money from its own holders. [C28] Rights offering prospectus, risk factorsIn addition, we received a letter from the SEC Division of Enforcement notifying us that they are conducting an investigation
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C1] Prospectus supplement, risk factorsIn addition, we received a letter from the SEC Division of Enforcement notifying us that they are conducting an investigation and requesting the voluntary production of documents relating to certain of our hedging practices and losses in the first and second quarter of 2026. We are in the process of responding to the document request.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm At the same time, the Ishbia family is on the hook for a $400 million raise priced above the stock. [C23] Rights offering prospectus, coverthe Oaktree Purchasers have the option, and the Ishbia Support Parties have the obligation, to purchase securities for the unfunded amount, such that the gross proceeds to us from the rights offering and pursuant to the Backstop Agreement would be at least $400 million.
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C21] Rights offering prospectus, coverThe subscription price per share will equal the greater of $2.00 and 85% of the volume-weighted average of the sales prices of our shares of Class A common stock on the NYSE for the ten consecutive trading days ending on the third trading day immediately prior to the expiration date
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C25] Rights offering prospectus, Q&AOur Class A common stock currently trades below the minimum $2.00 subscription price per share.
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm That rights offering ends on November 12, 2026. [C22] Rights offering prospectus, coverThe subscription rights will expire at 5:00 p.m., Eastern Time, on November 12, 2026
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm
A giant lender whose hedges went wrong
UWM says it is the largest U.S. home lender by closed loan volume, and it lends only through brokers. [C30] Form 10-Q, MD&AWe are the largest overall residential mortgage lender in the U.S., by closed loan volume, despite originating mortgage loans exclusively through the wholesale channel.
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm Second-quarter loans were $39.7 billion, flat from a year earlier, so the swing came from hedging, not from lending. [C68] Form 10-Q, MD&Awhich remained essentially flat with the $39.7 billion of originations during the three months ended June 30, 2025
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm
The losses came from interest rate derivatives, contracts that gain or lose as rates move. They lost $603.2 million in the second quarter and $741.4 million in the first half. [C32] Form 10-Q, MD&AThe loss on other interest rate derivatives of $603.2 million for the three months ended June 30, 2026 was primarily attributable to increases in and volatility of interest rates during the second quarter of 2026. A significant portion of these derivative positions was entered into at the end of the first quarter and during of the second quarter of 2026.
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [C37] Form 10-Q, MD&AThe loss on other interest rate derivatives of $741.4 million for the six months ended June 30, 2026
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm UWM entered many of them at the end of the first quarter and start of the second, and exited a significant number during the quarter. Even so, $12.81 billion of them, measured by face value, were still open at June 30, against none at year-end. [CA2] Form 10-Q, MD&ADuring the quarter, we exited positions for a significant number of interest rate derivatives that we had entered into at the end of the first quarter and beginning of the second quarter of 2026.
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [CA1] Form 10-Q, derivative notional amountsOther interest rate derivatives 12,805,000 —
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm UWM says it uses such contracts as part of its overall interest rate risk strategy. It had also agreed to buy Two Harbors, an investor in servicing rights, a deal that ended in the first quarter of 2026. [E7] Form 10-Q, Note on derivativesFrom time to time, the Company enters into other interest rate derivatives as part of its overall interest rate risk mitigation strategy.
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [CA3] Form 10-Q, non-GAAP notesthe fee associated with the termination of the merger agreement with Two Harbors received in the first quarter of 2026
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm
The quarter's net loss was $451.9 million. Total equity fell to $985.3 million at June 30 from $1.59 billion at the end of last year. [C31] Form 10-Q, MD&AWe reported net loss of $451.9 million for the three months ended June 30, 2026
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [C33] Form 10-Q, balance sheetTotal equity 985,308 1,593,629
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm
EBITDA is profit before interest, taxes and some noncash costs. On its own adjusted measure, which also adds back items such as the hedge loss, UWM earned $185.9 million of EBITDA in the second quarter. [C66] Form 10-Q, MD&AAdjusted EBITDA for the three months ended June 30, 2026 was $185.9 million
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm Cash flow was weaker, since operating activities used $1.9 billion in the first half. [C67] Form 10-Q, MD&ANet cash used in operating activities was $1.9 billion for the six months ended June 30, 2026
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm Part of the gap is that UWM booked $2.14 billion of new servicing rights in the first half. Those rights are the value of future fees on loans it sold, so they count as income before any cash comes in. [C79] Form 10-Q, cash flow statementCapitalization of mortgage servicing rights ( 2,142,855 ) ( 1,636,842 )
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm
UWM owes $2.98 billion of senior notes, bonds that rank ahead of its stock. The first $500.0 million comes due on June 15, 2027. [C38] Form 10-Q, balance sheetSenior notes 2,984,328 2,981,975
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [C35] Form 10-Q, Note on senior notesissued $ 500.0 million in aggregate principal amount of senior unsecured notes due June 15, 2027
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm It plans to repay those with the rights offering money and part of the preferred money. It had $498.4 million of cash at June 30. [C60] Rights offering prospectus, use of proceedsWe intend to use the net proceeds from the rights offering and the Backstop Agreement, and a portion of the proceeds from the issuance of the Series A Preferred Stock pursuant to the Securities Purchase Agreement to redeem our 2027 Senior Notes.
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C39] Form 10-Q, cash flowsCash and cash equivalents at the end of the period 498,407 489,984
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm Day to day it funds new loans with warehouse lines, which are short-term bank credit. It had $8.60 billion drawn on them at June 30. Only $900 million of the line amounts were committed, so lenders could pull most of the rest. [C88] Form 10-Q, Note 6 warehouse linesNo expiration 244,813 20,448 8,600,078 8,912,496
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [C87] Form 10-Q, Note 6 warehouse linesAn aggregate of $ 900.0 million of these line amounts is committed as of June 30, 2026.
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm
On August 5 it announced a $2.05 billion rescue with Oaktree and the Ishbia family. [C5] Prospectus supplement, the FinancingOn August 5, 2026, we announced a $2.05 billion strategic capital partnership (the “Financing”) with the Ishbia family and Oaktree Capital Management, L.P. (“Oaktree”).
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm It sold $1.65 billion of preferred stock plus warrants. A warrant is a right to buy a share at a set price. There are 165 million at $6.00 and 165 million at $2.00. [C6] Prospectus supplement, the Financingwe issued $1.65 billion in Series A Preferred Stock, Class A Warrants to purchase 165 million shares of Class A Common Stock at an exercise price of $6.00 per share of Class A Common Stock and Class B Warrants to purchase 165 million shares of Class A Common Stock at an exercise price of $2.00 per share of Class A Common Stock
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm Both prices were above the stock's $1.84 close just before the news. About $1.508 billion of the proceeds paid down loans backed by its mortgage servicing rights. [C74] Information statementBoth the Class A Warrants and Class B Warrants were issued with exercise prices above the closing price of our Class A Common Stock on the NYSE of $1.84 on August 5, 2026, immediately prior to the announcement of the Financing.
UWM Holdings information statement on Schedule 14C, filed September 14, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000125/uwmc-def14cfinal.htm [C63] Rights offering prospectus, the FinancingThe net proceeds from the Securities Purchase Agreement were used to pay down approximately $1.508 billion of the amount outstanding under the MSR financing facilities
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm
The preferred pays 10.0% a year in cash, or 13.0% that compounds if UWM does not pay cash. If it is redeemed before its second anniversary, holders must get at least 140% of what they paid. [C7] Prospectus supplement, description of Series A Preferred Stockdividends will accrue at a rate of 10.0% per annum (the “Cash Dividend Rate”). If dividends are not declared and paid in cash in accordance with those requirements, dividends will accrue at a rate of 13.0% per annum
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C58] Prospectus supplement, description of Series A Preferred Stockoccurs before the second anniversary of the Original Issue Date, the redemption price will be increased, if necessary, so that the redemption price, together with all cash dividends actually paid on the applicable share, equals at least 140% of the original issue price
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm While the preferred is outstanding, its terms cap common dividends at a yearly rate of $0.08 a share through December 31, 2026. UWM's September deck says dividends will run at that rate from here, after it suspended the old dividend to save capital. [C9] Prospectus supplement, risk factorswe are restricted from creating or issuing securities ranking senior to or on parity with the Series A-1 Preferred Stock, paying dividends or making distributions on our Class A Common Stock
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [E4] Certificate of Designation, definitionsfor the period commencing on the Original Issue Date through December 31, 2026, an amount equal to an annual rate of $0.08 per share of Class A Common Stock
Certificate of Designation of UWM Series A-1 Preferred Stock, Exhibit 3.4 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/ex34-uwmxseriesax1preferre.htm [C72] Investor presentation, distributionsMoving forward, dividends will be equal to an annual rate of $0.08 per share of Class A common stock
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063144/uwm-fwpsept2026.htm [C73] Investor presentation, distributionsSuspending common dividend to enhance near-term capital and liquidity
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063144/uwm-fwpsept2026.htm
What the SEC letter and the resale filing mean
The SEC letter asks for documents voluntarily. An SEC investigation is not a finding of wrongdoing, and the filing does not say when the letter came. [C1] Prospectus supplement, risk factorsIn addition, we received a letter from the SEC Division of Enforcement notifying us that they are conducting an investigation and requesting the voluntary production of documents relating to certain of our hedging practices and losses in the first and second quarter of 2026. We are in the process of responding to the document request.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm UWM and some of its leaders also face class actions and derivative suits. Under the preferred terms, an unpaid court judgment over $25 million counts as an event of noncompliance. That is a breach that gives the preferred holders more rights. [C2] Prospectus supplement, risk factorswe and certain of our directors and executive officers were named as defendants in various stockholder derivative and class actions and other legal proceedings that allege, among other things, breaches of fiduciary duties and securities laws.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C76] Certificate of Designation, Events of Noncompliancefinal, non-appealable judgment against the Corporation or any of its Subsidiaries in excess of $25,000,000 which is not paid within thirty (30) days of entry
Certificate of Designation of UWM Series A-1 Preferred Stock, Exhibit 3.4 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/ex34-uwmxseriesax1preferre.htm
The October 1 filing registers 1.5 million preferred shares and all 330 million warrant shares for resale. The biggest single holder is an Oaktree fund with 835,000 preferred shares and warrants for 167 million shares. [C50] Form 8-K, Item 8.01On October 1, 2026, pursuant to a registration statement and a related prospectus supplement filed by UWM Holdings Corporation (the “Company”) with the Securities and Exchange Commission, the Company registered for resale by selling stockholders of up to (i) 1,500,000 shares of Series A-1 Preferred Stock
UWM Holdings Form 8-K on the resale registration, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064304/xbrl-20261001.htm [C3] Prospectus supplement, the offeringShares of Class A Common Stock offered by the Selling Stockholders upon exercise of the Warrants: Up to 330,000,000 shares
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C57] Prospectus supplement, selling stockholdersOpps UWM Holdings, LLC (3) 835,000 83,500,000 83,500,000 167,000,000
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm UWM gets nothing from those sales. It would collect up to $1.32 billion only if the warrants are used, and both warrant prices are far above the stock today. [C4] Prospectus supplement, use of proceedsWe will not receive any proceeds from the resale by the Selling Stockholders of shares of our Series A-1 Preferred Stock, Warrants or shares of our Class A Common Stock issuable upon exercise of the Warrants. We will receive up to an aggregate of $1.32 billion if the Warrants are exercised.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C6] Prospectus supplement, the Financingwe issued $1.65 billion in Series A Preferred Stock, Class A Warrants to purchase 165 million shares of Class A Common Stock at an exercise price of $6.00 per share of Class A Common Stock and Class B Warrants to purchase 165 million shares of Class A Common Stock at an exercise price of $2.00 per share of Class A Common Stock
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C90] IEX closing pricesUWMC closed at $1.215 on October 1, 2026 (IEX)
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026Open source ↗https://iextrading.com/trading/market-data/
A new holder has also appeared. OCO Opportunities, a private fund, reported owning about 6.43% and says it holds the stock for investment. [CA9] Schedule 13GThe Reporting Person may be deemed the beneficial owner of 22,000,000 Shares, which constitutes approximately 6.43% of the total number of Shares outstanding.
OCO Capital GP Schedule 13G on UWM Holdings, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000094562126001191/primary_doc.xml [CA8] Schedule 13GOCO Opportunities is a private investment fund engaged in the purchase and sale of securities for investment.
OCO Capital GP Schedule 13G on UWM Holdings, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000094562126001191/primary_doc.xml
The rights offering prices new shares at $2.00, or 85% of the average price from October 27 to November 9 if that is higher. The company says the stock trades below the $2.00 floor, so outside holders have little reason to buy. [C21] Rights offering prospectus, coverThe subscription price per share will equal the greater of $2.00 and 85% of the volume-weighted average of the sales prices of our shares of Class A common stock on the NYSE for the ten consecutive trading days ending on the third trading day immediately prior to the expiration date
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C71] Form 10-Q, subscription terms85% of the volume-weighted average price per share of the Class A Common Stock during the ten consecutive trading days commencing on October 27, 2026 and ending on November 9, 2026
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [C25] Rights offering prospectus, Q&AOur Class A common stock currently trades below the minimum $2.00 subscription price per share.
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm Mat Ishbia will use rights on his own 408,131 shares. [C26] Rights offering prospectus, coverMat Ishbia has agreed to exercise his basic subscription right relating to the 408,131 shares of Class A common stock that he owns
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm
If the offering falls short of $400 million, Oaktree has the option and the Ishbia family the duty to buy the rest. Either may take common stock, or a new junior preferred stock that never converts to common, plus warrants. [C23] Rights offering prospectus, coverthe Oaktree Purchasers have the option, and the Ishbia Support Parties have the obligation, to purchase securities for the unfunded amount, such that the gross proceeds to us from the rights offering and pursuant to the Backstop Agreement would be at least $400 million.
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C24] Rights offering prospectus, coverjunior perpetual non-convertible preferred stock, and an equal amount of warrants to purchase Class A common stock
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm If the family makes no choice in time, or holders have not approved the share issue by the deadline, it is treated as choosing the preferred. The family also promised it has, or will have, enough unencumbered funds to pay. [E2] Backstop agreement, electionsIf the Ishbia Parties fail to deliver the Ishbia Election Notice by the Election Deadline, or if Stockholder Approval has not been obtained to the Election Deadline, the Ishbia Parties will be deemed to have irrevocably elected to purchase Ishbia Preferred Backstop Shares.
UWM support and backstop agreement, Exhibit 10.26 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/ex1026-uwmcxsupportandback.htm [E3] Backstop agreement, representationsthe Ishbia Parties have, or will have prior to the Expiration Time, available sufficient unencumbered funds to pay the aggregate purchase price for the Committed Shares and the Ishbia Backstop Shares.
UWM support and backstop agreement, Exhibit 10.26 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/ex1026-uwmcxsupportandback.htm
The family's own stake is pledged. Each of its paired interests is a unit of the operating company joined to a voting share, and it can be swapped for stock. [CB1] Form 10-Q, Note 1SFS Corp. holds Holdings LLC Class B Common Units and an equal number of shares of Class D common stock (each, a “Paired Interest"). Each Paired Interest may be exchanged at any time by SFS Corp. into, at the option of the Company, either, (a) cash or (b) one share of the Company’s Class B common stock
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm The rights prospectus says about 649 million of them are pledged for loans. The family's August filing says about 654 million. It lists five loans totaling $2.335 billion that come due from 2028 to 2030. [C64] Rights offering prospectus, conflicts of interest648,792,940 Paired Interests are pledged as collateral for outstanding loans
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [CA7] Schedule 13D/A, Item 6653,792,940 Paired Interests which are pledged as collateral for loans issued to SFS or trusts that are shareholders of SFS Corp
Mat Ishbia and SFS Holding Corp. Schedule 13D/A on UWM Holdings, filed August 10, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000184200226000024/primary_doc.xml [C75] Schedule 13D/A, Item 6secure five loans with principal amounts of $610 million, $605 million, $435 million, $225 million and $460 million which mature 2028, 2029, 2028, 2029 and 2030, respectively
Mat Ishbia and SFS Holding Corp. Schedule 13D/A on UWM Holdings, filed August 10, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000184200226000024/primary_doc.xml At $1.215 a share, the pledged stake is worth about $788 million, about a third of those loans. [C64] Rights offering prospectus, conflicts of interest648,792,940 Paired Interests are pledged as collateral for outstanding loans
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C90] IEX closing pricesUWMC closed at $1.215 on October 1, 2026 (IEX)
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026Open source ↗https://iextrading.com/trading/market-data/ [C75] Schedule 13D/A, Item 6secure five loans with principal amounts of $610 million, $605 million, $435 million, $225 million and $460 million which mature 2028, 2029, 2028, 2029 and 2030, respectively
Mat Ishbia and SFS Holding Corp. Schedule 13D/A on UWM Holdings, filed August 10, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000184200226000024/primary_doc.xml The pledged units turn into Class A stock only if a loan defaults. Even then the bank cannot hold more than 9.9% of the Class A stock. [E6] Schedule 13D/A, Item 6The Pledged Interests, which are convertible into Class A Stock only upon an event of default
Mat Ishbia and SFS Holding Corp. Schedule 13D/A on UWM Holdings, filed August 10, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000184200226000024/primary_doc.xml [E5] Schedule 13D/A, Item 6However, in no event, will the bank be entitled to exercise voting or dispositive rights over the Pledged Interests that would result in the bank holding beneficial ownership greater than 9.9% of the Class A Stock of the Issuer.
Mat Ishbia and SFS Holding Corp. Schedule 13D/A on UWM Holdings, filed August 10, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000184200226000024/primary_doc.xml
Oaktree also holds a strong lever. The preferred sets limits on tangible book value, which is equity minus goodwill and similar assets, and on cash and debt. Breaking one can be a special event of noncompliance. [C11] Prospectus supplement, risk factorsA Special Event of Noncompliance may be triggered by breaches of financial condition covenants, including minimum tangible book value, minimum liquidity and maximum leverage requirements, as well as specified payment defaults, insolvency events and cross-defaults
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm The liquidity test requires at least $500 million at each quarter end. The leverage test is breached if the company's own measure of net debt tops 3.5 times its earnings for two quarters in a row. [C80] Certificate of Designation, Events of NoncomplianceMinimum Liquidity of the Corporation as of the last day of a fiscal quarter of the Corporation is less than the greater of (I) $500,000,000
Certificate of Designation of UWM Series A-1 Preferred Stock, Exhibit 3.4 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/ex34-uwmxseriesax1preferre.htm [C86] Certificate of Designation, Events of Noncompliancethe Corporate Net Leverage Ratio of the Corporation exceeds 3.5 to 1.0 as of the last day of a fiscal quarter of the Corporation for two (2) consecutive fiscal quarters
Certificate of Designation of UWM Series A-1 Preferred Stock, Exhibit 3.4 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/ex34-uwmxseriesax1preferre.htm From then, or from the deal's seventh anniversary, Oaktree's directors can become a board majority. Oaktree can also make UWM pursue a sale, refinancing or other deal to repay its preferred in full. [C14] Prospectus supplement, description of Series A Preferred StockBeginning upon the earlier of the seventh anniversary of the Original Issue Date and the occurrence of a Special Event of Noncompliance
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C13] Prospectus supplement, description of Series A Preferred Stockthe number of Series A-1 Investor Board Members will automatically be increased such that the total number of authorized Series A-1 Investor Board Members represents at least the number of directors required to constitute a majority of the total authorized number of directors of our Board.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C12] Prospectus supplement, description of Series A Preferred Stockthe Requisite Series A-1 Investor Majority may require us to pursue a transaction intended to generate sufficient net proceeds to redeem in full the Series A-1 Preferred Stock held by the Series A-1 Investors at the applicable redemption price.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm
UWM's deck shows debt, net of cash and leaving out the lines that fund new loans, falling from 5.6 times equity to 1.2 times after the deal. But that count treats the $1.65 billion of preferred as equity. [C42] Investor presentation, debt reconciliationNet non-funding debt-to-equity 5.6x 1.2x
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063144/uwm-fwpsept2026.htm [C6] Prospectus supplement, the Financingwe issued $1.65 billion in Series A Preferred Stock, Class A Warrants to purchase 165 million shares of Class A Common Stock at an exercise price of $6.00 per share of Class A Common Stock and Class B Warrants to purchase 165 million shares of Class A Common Stock at an exercise price of $2.00 per share of Class A Common Stock
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm The rights prospectus keeps the preferred outside equity and puts total equity at $1.37 billion after the offering. Against the deck's $3.53 billion of net debt, that is about 2.6 times. [CA5] Rights offering prospectus, capitalizationNon-controlling interest (6) 851,470 851,470 Total equity $ 985,308 $ 1,372,308
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [CA6] Investor presentation, debt reconciliationNet non-funding debt $5,542 $3,527
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063144/uwm-fwpsept2026.htm That would be above the 2.0 times limit in its bond terms for taking on new debt, unless a separate test of earnings against fixed charges is met. The bonds' own definition of equity is not shown. [CA4] Form 10-Q, MD&A, senior notesincur additional non-funding indebtedness unless either (y) the Fixed Charge Coverage Ratio (as defined in the applicable indenture) is no less than 3.0 to 1.0 or (z) the Debt-to-Equity Ratio (as defined in the applicable indenture) does not exceed 2.0 to 1.0
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm Against earnings the picture is similar. In the second quarter, adjusted EBITDA of $185.9 million covered interest on its corporate debt of $86.8 million about 2.1 times. The deck's $3.53 billion of net debt is about 4.7 times a year of that EBITDA. [C66] Form 10-Q, MD&AAdjusted EBITDA for the three months ended June 30, 2026 was $185.9 million
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [E1] Form 10-Q, Adjusted EBITDA reconciliationInterest expense on non-funding debt 86,810 50,775 157,537 100,855
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [CA6] Investor presentation, debt reconciliationNet non-funding debt $5,542 $3,527
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063144/uwm-fwpsept2026.htm
Equity belonging to Class A holders was only $134 million at June 30. Another $851 million was the Ishbia family's share of the operating company. It is shown as noncontrolling interests, meaning owners outside the listed company. [C43] Investor presentation, balance sheetTotal stockholders' equity $134 $2,149 Noncontrolling interests 851 851 Total equity $985 $3,000
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063144/uwm-fwpsept2026.htm
The listed Class A shares were worth about $419 million at $1.215. The preferred is almost four times that. The 10.0% cash dividend costs about $165 million a year, close to one quarter's adjusted EBITDA. [C27] Rights offering prospectus, Q&AAs of September 25, 2026, we had outstanding 345,098,878 shares of Class A common stock.
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C90] IEX closing pricesUWMC closed at $1.215 on October 1, 2026 (IEX)
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026Open source ↗https://iextrading.com/trading/market-data/ [C44] Investor presentation, balance sheetPreferred stock – $1,650
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063144/uwm-fwpsept2026.htm [C52] Form 8-K, Series A Preferred StockDividends accrue at a rate of either (i) 10.0% per annum
UWM Holdings Form 8-K on the Oaktree and Ishbia family financing, filed August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/xbrl-20260805.htm [C66] Form 10-Q, MD&AAdjusted EBITDA for the three months ended June 30, 2026 was $185.9 million
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm The family's company, SFS, can also swap its holdings into about 1.26 billion more Class A shares. Counting those, all the common stock was worth about $1.95 billion. That is about 2 times book equity of $985.3 million, and the preferred still ranks ahead. [C62] Prospectus supplement, risk factors1,261,862,603 shares of Class A Common Stock issuable in connection with the exchange of the Paired Interests
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C27] Rights offering prospectus, Q&AAs of September 25, 2026, we had outstanding 345,098,878 shares of Class A common stock.
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C90] IEX closing pricesUWMC closed at $1.215 on October 1, 2026 (IEX)
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026Open source ↗https://iextrading.com/trading/market-data/ [C33] Form 10-Q, balance sheetTotal equity 985,308 1,593,629
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm
The stock closed at $4.53 on February 23, 2026. It fell to $1.84 just before the rescue and to $1.215 on October 1. That is down about 73% since February 23 and about 34% since the rescue news. [C83] Form 10-K, market for common equityThe closing price of the Class A common stock as of February 23, 2026 was $4.53.
UWM Holdings annual report on Form 10-K for 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000013/uwmc-20251231.htm [C74] Information statementBoth the Class A Warrants and Class B Warrants were issued with exercise prices above the closing price of our Class A Common Stock on the NYSE of $1.84 on August 5, 2026, immediately prior to the announcement of the Financing.
UWM Holdings information statement on Schedule 14C, filed September 14, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000125/uwmc-def14cfinal.htm [C90] IEX closing pricesUWMC closed at $1.215 on October 1, 2026 (IEX)
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026Open source ↗https://iextrading.com/trading/market-data/ The first disclosure came in the September 29 offering document. From the $1.25 close on September 28 to October 1, UWM fell about 2.8%. On matched dates, from September 25 to October 1, UWM fell about 0.8% while Rocket Companies, another big mortgage lender, fell about 1.6%. [C94] IEX closing pricesUWMC closed at $1.25 on September 28, 2026 (IEX)
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026Open source ↗https://iextrading.com/trading/market-data/ [C90] IEX closing pricesUWMC closed at $1.215 on October 1, 2026 (IEX)
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026Open source ↗https://iextrading.com/trading/market-data/ [C28] Rights offering prospectus, risk factorsIn addition, we received a letter from the SEC Division of Enforcement notifying us that they are conducting an investigation
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C91] IEX closing pricesUWMC closed at $1.225 on September 25, 2026 (IEX)
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026Open source ↗https://iextrading.com/trading/market-data/ [C92] IEX closing pricesRKT closed at $12.17 on September 25, 2026 (IEX)
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026Open source ↗https://iextrading.com/trading/market-data/ [C93] IEX closing pricesRKT closed at $11.97 on October 1, 2026 (IEX)
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026Open source ↗https://iextrading.com/trading/market-data/
UWM's 2030 goals include debt at 1.5 times equity and paying off all the preferred. It calls these goals, not predictions. [C40] Investor presentation, vision for 2030OUR VISION FOR 2030 1 6 2/10 3+/10 Loans Originated via the Broker Channel CONTINUE TO PARTNER WITH BROKERS TO GROW THE WHOLESALE CHANNEL 1.5x Net Non-Funding Debt-to-Equity2 LEVERAGE OPERATING TARGET 50%+ Wholesale Market Share CONTINUE TO IMPROVE MARKET SHARE $0 Preferred Equity Balance REDEEM PREFERRED EQUITY WHILE MAINTAINING LIQUIDITY
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063144/uwm-fwpsept2026.htm [C41] Investor presentation, vision for 2030The figures contained on this slide are not projections or predictions, but represent goals
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063144/uwm-fwpsept2026.htm
Several dates come close together. The first preferred dividend is due October 15, and it will show whether UWM pays 10.0% in cash. [C59] Prospectus supplement, description of Series A Preferred Stockwith the first dividend payment date being October 15, 2026
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C7] Prospectus supplement, description of Series A Preferred Stockdividends will accrue at a rate of 10.0% per annum (the “Cash Dividend Rate”). If dividends are not declared and paid in cash in accordance with those requirements, dividends will accrue at a rate of 13.0% per annum
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm The holder approval for warrant shares takes effect October 24. [C61] Prospectus supplement, description of warrantsThe Stockholder Approval is expected to be effective on October 24, 2026
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm The rights pricing window runs October 27 to November 9, the offering ends November 12, and shares should arrive about November 17. The backstop deal ends if the offering has not closed by November 27. [C71] Form 10-Q, subscription terms85% of the volume-weighted average price per share of the Class A Common Stock during the ten consecutive trading days commencing on October 27, 2026 and ending on November 9, 2026
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [C22] Rights offering prospectus, coverThe subscription rights will expire at 5:00 p.m., Eastern Time, on November 12, 2026
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C65] Rights offering prospectus, coverIt is anticipated that delivery of the Class A common stock purchased in this rights offering will be made on or about November 17, 2026.
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C77] Support and backstop agreement, terminationif the Closing of the Rights Offering has not occurred by November 27, 2026
UWM support and backstop agreement, Exhibit 10.26 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/ex1026-uwmcxsupportandback.htm
The bull case starts with cash. The $1.65 billion is in hand and cut secured debt. [C6] Prospectus supplement, the Financingwe issued $1.65 billion in Series A Preferred Stock, Class A Warrants to purchase 165 million shares of Class A Common Stock at an exercise price of $6.00 per share of Class A Common Stock and Class B Warrants to purchase 165 million shares of Class A Common Stock at an exercise price of $2.00 per share of Class A Common Stock
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C63] Rights offering prospectus, the FinancingThe net proceeds from the Securities Purchase Agreement were used to pay down approximately $1.508 billion of the amount outstanding under the MSR financing facilities
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm The $400 million raise is backed by the family's duty to buy, and the 2027 notes have a funding source. [C23] Rights offering prospectus, coverthe Oaktree Purchasers have the option, and the Ishbia Support Parties have the obligation, to purchase securities for the unfunded amount, such that the gross proceeds to us from the rights offering and pursuant to the Backstop Agreement would be at least $400 million.
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C60] Rights offering prospectus, use of proceedsWe intend to use the net proceeds from the rights offering and the Backstop Agreement, and a portion of the proceeds from the issuance of the Series A Preferred Stock pursuant to the Securities Purchase Agreement to redeem our 2027 Senior Notes.
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm The lender still earned $185.9 million of adjusted EBITDA in a quarter when hedges lost $603.2 million. Management argues it can gain whether rates fall or rise, through loan volume, servicing fees and the value of its servicing rights. [C66] Form 10-Q, MD&AAdjusted EBITDA for the three months ended June 30, 2026 was $185.9 million
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [C32] Form 10-Q, MD&AThe loss on other interest rate derivatives of $603.2 million for the three months ended June 30, 2026 was primarily attributable to increases in and volatility of interest rates during the second quarter of 2026. A significant portion of these derivative positions was entered into at the end of the first quarter and during of the second quarter of 2026.
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [C82] Investor presentation, rate cyclesUWM is positioned to benefit from both low- and high-rate environments through a combination of origination scale, servicing cash flows, and MSR optionality
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063144/uwm-fwpsept2026.htm
We rank the bear case as the bigger risk, because common holders stand last. The preferred's 13.0% compounding rate and 140% minimum return sit ahead of them. An SEC inquiry and lawsuits are also open. [C7] Prospectus supplement, description of Series A Preferred Stockdividends will accrue at a rate of 10.0% per annum (the “Cash Dividend Rate”). If dividends are not declared and paid in cash in accordance with those requirements, dividends will accrue at a rate of 13.0% per annum
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C58] Prospectus supplement, description of Series A Preferred Stockoccurs before the second anniversary of the Original Issue Date, the redemption price will be increased, if necessary, so that the redemption price, together with all cash dividends actually paid on the applicable share, equals at least 140% of the original issue price
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C10] Prospectus supplement, risk factorsShares of our Class A Common Stock are junior in rank to each series of the Series A Preferred Stock with respect to the preferences as to dividends, distributions and payments upon our liquidation
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C1] Prospectus supplement, risk factorsIn addition, we received a letter from the SEC Division of Enforcement notifying us that they are conducting an investigation and requesting the voluntary production of documents relating to certain of our hedging practices and losses in the first and second quarter of 2026. We are in the process of responding to the document request.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C2] Prospectus supplement, risk factorswe and certain of our directors and executive officers were named as defendants in various stockholder derivative and class actions and other legal proceedings that allege, among other things, breaches of fiduciary duties and securities laws.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm Operating cash flow was negative, and the family's stake is pledged against larger loans. And 330 million warrant shares could follow any recovery. [C67] Form 10-Q, MD&ANet cash used in operating activities was $1.9 billion for the six months ended June 30, 2026
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm [C64] Rights offering prospectus, conflicts of interest648,792,940 Paired Interests are pledged as collateral for outstanding loans
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C75] Schedule 13D/A, Item 6secure five loans with principal amounts of $610 million, $605 million, $435 million, $225 million and $460 million which mature 2028, 2029, 2028, 2029 and 2030, respectively
Mat Ishbia and SFS Holding Corp. Schedule 13D/A on UWM Holdings, filed August 10, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000184200226000024/primary_doc.xml [C3] Prospectus supplement, the offeringShares of Class A Common Stock offered by the Selling Stockholders upon exercise of the Warrants: Up to 330,000,000 shares
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm
What would prove our call wrong: the stock rising above the $2.00 floor before the pricing window. Then the rights would cost less than the stock, and outside holders might buy enough to cover most of the raise. [C21] Rights offering prospectus, coverThe subscription price per share will equal the greater of $2.00 and 85% of the volume-weighted average of the sales prices of our shares of Class A common stock on the NYSE for the ten consecutive trading days ending on the third trading day immediately prior to the expiration date
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [C71] Form 10-Q, subscription terms85% of the volume-weighted average price per share of the Class A Common Stock during the ten consecutive trading days commencing on October 27, 2026 and ending on November 9, 2026
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm
What is still unknown
When the SEC letter arrived, and whether the inquiry has moved beyond a document request. [C1] Prospectus supplement, risk factorsIn addition, we received a letter from the SEC Division of Enforcement notifying us that they are conducting an investigation and requesting the voluntary production of documents relating to certain of our hedging practices and losses in the first and second quarter of 2026. We are in the process of responding to the document request.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm
Whether UWM will pay the first preferred dividend, due October 15, in cash at 10.0% or let it compound at 13.0%. [C59] Prospectus supplement, description of Series A Preferred Stockwith the first dividend payment date being October 15, 2026
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm [C7] Prospectus supplement, description of Series A Preferred Stockdividends will accrue at a rate of 10.0% per annum (the “Cash Dividend Rate”). If dividends are not declared and paid in cash in accordance with those requirements, dividends will accrue at a rate of 13.0% per annum
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm
Whether the family will choose common stock in time, or default to the new junior preferred. That decides how many new common shares the raise creates. [C24] Rights offering prospectus, coverjunior perpetual non-convertible preferred stock, and an equal amount of warrants to purchase Class A common stock
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026063816/uwmc-rights424b5.htm [E2] Backstop agreement, electionsIf the Ishbia Parties fail to deliver the Ishbia Election Notice by the Election Deadline, or if Stockholder Approval has not been obtained to the Election Deadline, the Ishbia Parties will be deemed to have irrevocably elected to purchase Ishbia Preferred Backstop Shares.
UWM support and backstop agreement, Exhibit 10.26 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/ex1026-uwmcxsupportandback.htm
Where the Ishbia family's backstop cash will come from, and the margin terms on its pledged-unit loans. It has said only that it has, or will have, unencumbered funds. [E3] Backstop agreement, representationsthe Ishbia Parties have, or will have prior to the Expiration Time, available sufficient unencumbered funds to pay the aggregate purchase price for the Committed Shares and the Ishbia Backstop Shares.
UWM support and backstop agreement, Exhibit 10.26 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/ex1026-uwmcxsupportandback.htm
How close UWM is to the preferred's tangible book value, liquidity and leverage limits. The filings name the tests but not the current readings. [C11] Prospectus supplement, risk factorsA Special Event of Noncompliance may be triggered by breaches of financial condition covenants, including minimum tangible book value, minimum liquidity and maximum leverage requirements, as well as specified payment defaults, insolvency events and cross-defaults
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm
Whether UWM renewed a $2.0 billion loan-funding line that was set to expire on September 29. It had $990.0 million drawn at June 30. [C84] Form 10-Q, Note 6 warehouse lines$ 2.0 Billion 7/10/2012 9/29/2026 $ 990,038 $ 898,190
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm
Whether UWM filed the resale registration within the 45 days its investor agreement required, or the holders waived it. [CB2] Prospectus supplement, registration rightsThe Investor Rights Agreement also includes our agreement to file a registration statement within 45 days following the date thereof registering the resale of shares of the Series A-1 Preferred Stock, Warrants and the shares of Class A Common Stock issuable upon exercise of such Warrants.
UWM Holdings prospectus supplement on Form 424B7 registering resale of Oaktree's preferred stock and warrants, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000162828026064302/uwmc-resale424b7.htm
When third-quarter results come out, how the business did, and what the $12.81 billion of rate contracts still open at June 30 gained or lost. [CA1] Form 10-Q, derivative notional amountsOther interest rate derivatives 12,805,000 —
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1783398/000178339826000117/uwmc-20260630.htm
The question that remains
Will UWMC stock close above $2 on Dec 31?
Our call: We say NO
We find out by December 31, 2026.
Sources
UWM Holdings rights offering prospectus supplement on Form 424B5, filed September 29, 2026 ↗
UWM Holdings quarterly report on Form 10-Q for the quarter ended June 30, 2026 ↗
UWM Holdings investor presentation filed as a free writing prospectus, September 23, 2026 ↗
UWM Holdings Form 8-K on the resale registration, filed October 1, 2026 ↗
UWM Holdings information statement on Schedule 14C, filed September 14, 2026 ↗
UWM Holdings Form 8-K on the Oaktree and Ishbia family financing, filed August 6, 2026 ↗
Mat Ishbia and SFS Holding Corp. Schedule 13D/A on UWM Holdings, filed August 10, 2026 ↗
UWM support and backstop agreement, Exhibit 10.26 to Form 8-K, August 6, 2026 ↗
UWM Holdings annual report on Form 10-K for 2025 ↗
OCO Capital GP Schedule 13G on UWM Holdings, filed September 29, 2026 ↗
IEX closing prices for UWMC and RKT, September 25 and October 1, 2026 ↗
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