UWM Holdings UWMC

UWMCW initiates rights offering to raise $400M

Item 2.02 Reports results, Item 8.01 Other events

Form
8-K
Filed
Importance
Major
  1. Rights offering allows Class A stockholders to purchase 0.57 shares per right
  2. Subscription price is $2.00 or 85% of 10-day VWAP
  3. Oaktree Purchasers and Ishbia Support Parties will backstop unfunded amount
  4. Backstop agreement allows purchase of Class A shares or preferred stock

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The reading, claim by claim

  1. In Item 2.02 of its Form 8-K dated October 23, 2026, UWM Holdings Corporation said it issued a press release and posted an investor presentation announcing selected preliminary financial results for the quarter ended September 30, 2026.
  2. Both are furnished, not 'filed', under Section 18 of the Securities Exchange Act of 1934.
  3. The press release (Exhibit 99.1) gives preliminary figures for the quarter ended September 30, 2026: loan origination volume of $33.4 billion, Total Revenue between $800 to $825 million, and Net Income between $205 to $220 million.
  4. Adjusted EBITDA is given as between $170 to $190 million.
  5. For full-year 2026, the press release estimates total revenue of approximately $3.35 billion to $3.50 billion, which it says is lower than expected earlier in 2026 because of lower origination volume across the industry.
  6. It also estimates MSR sales of between $70 and $80 billion in Q4 2026, with anticipated proceeds in excess of $1.8 billion.
  7. Item 8.01 says the rights offering began on October 5, 2026 and seeks proceeds of up to $400 million.
  8. The filing says material subscription from outside investors appears unlikely.
  9. Under the Backstop Agreement, the Ishbia Support Parties are obligated, and the Oaktree Purchasers have the option, to buy securities for any unfunded amount, so gross proceeds would be at least $400 million.

9 of 10 claims matched the filing text.

Not found in the filing text

  • In its 10-Q for the quarter ended June 30, 2026, the company reported revenue of $888.0 million and net income of -$80.6 million.

From the filing

Item 2.02 Results of Operations and Financial Condition.

Item 2.02 Results of Operations and Financial Condition.

On October 23, 2026, UWM Holdings Corporation (the "Company") issued a press release and posted an investor presentation announcing selected preliminary financial results for the quarter ended September 30, 2026.1 The press release is attached as Exhibit 99.1 and is incorporated herein by reference. A copy of the investor presentation is attached as Exhibit 99.2.

The press release and investor presentation are furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended2, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Current Report shall not be incorporated by reference in any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

Item 8.01 Other Events.

As previously disclosed, on October 5, 2026, the Company commenced its previously announced rights offering to raise proceeds of up to $400 million7 (the "Rights Offering"). Pursuant to the Rights Offering, each holder of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock") as of October 2, 2026 is entitled to purchase 0.57 shares of Class A Common Stock per subscription right at a subscription price per share (the "Subscription Price Per Share") equal to the greater of: (i) $2.00; and (ii) 85% of the volume-weighted average price per share of the Class A Common Stock during the ten (10) consecutive trading days ending on the third trading day immediately prior to the expiration of the Rights Offering. Based on the current share price, it appears that material subscription from outside investors is unlikely.8

In connection with the Rights Offering, as previously disclosed, the Company entered into a support and backstop agreement (the "Backstop Agreement") with SFS Group Capital, LLC ("SFS Group"), Mat Ishbia (together with SFS Group, the "Ishbia Support Parties"), and certain funds or investment vehicles advised, managed by, or otherwise affiliated with Oaktree Capital Management, L.P. (the "Oaktree Purchasers"). Mat Ishbia is the Company's chief executive officer and is the sole manager and indirectly controls the entity that holds 75% of the equity interests in SFS Group. To the extent that the Rights Offering is not subscribed at a level that raises $400 million, the 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 the Company from the Rights Offering and pursuant to the Backstop Agreement would be at least $400 million.9 Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from the Company pursuant to the Backstop Agreement through either (i) shares of Class A Common Stock, at the Subscription Price Per Share, or (ii) junior perpetual non-convertible preferred stock, and an equal amount of warrants to purchase Class A Common Stock for an aggregate number of warrants equal to 20% of the initial liquidation preference of such preferred stock.

Item 9.01 Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No. Description

99.1 Press release dated October 23, 2026 99.2 Investor Presentation, dated October 23, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be sign ed on its behalf by the undersigned hereunto duly authorized.

Date: October 23, 2026

UWM HOLDINGS CORPORATION

By: /s/ Rami Hasani

Name: Rami Hasani

Title: Executive Vice President, Chief Financial Officer

UWM Holdings Announces Preliminary Third Quarter 2026 Results and Updated Financial Disclosure

PONTIAC, Mich. , October 23, 2026 - UWM Holdings Corporation (NYSE: UWMC) ("UWMC", the "Company" "we," "our" and "us"), the publicly traded indirect parent of United Wholesale Mortgage ("UWM"), today announced certain preliminary operating and financial results for the quarter ended September 30, 2026, together with updated financial disclosure.

The Company is providing this information in advance of the commencement of the measurement period used to determine the subscription price under its previously announced rights offering so that investors have access to updated operating and financial information before the beginning of that period.

Preliminary Third Quarter 2026 Results

Based on its preliminary unaudited results for the quarter ended September 30, 2026, the Company expects to report the following operational and financial results:

• Loan origination volume of $33.4 billion, including $22.8 billion of purchase and $10.6 billion of refinance originations;3

• Gain margin of approximately 124 basis points;

• Mortgage servicing rights portfolio unpaid principal balance of approximately $270 billion with a weighted average coupon of approximately 5.97% and weighted average servicing fee of approximately 40 basis points;

• Total Revenue between $800 to $825 million;3

• Loan servicing income between $240 to $250 million;

• Loan production income between $410 to $420 million;

• Operating expenses (Total Expenses net of Interest Expense and Servicing Cost) of between $375 to $385 million;

• Net Income between $205 to $220 million;3

• Adjusted EBITDA between $170 to $190 million;4

• Total Preferred and Common Equity of approximately $2.8 billion at September 30, 2026; and

• Net non-funding debt to Total Preferred and Common Equity between 1.75x to 1.80x.

These amounts are preliminary estimates and may change as the Company completes its financial closing procedures for the quarter ended September 30, 2026.

Updated Financial Disclosure Regarding Full-Year 2026

In addition, the Company is also providing, and updating its disclosure of certain key operating and financial metrics for the full year and as of December 31, 2026.

Based on information currently available to management, the Company estimates that:

• The Company will originate approximately 8% of total residential mortgage production in the United States during 2026;

• The Company will end the year with an MSR portfolio between $210 billion and $230 billion in UPB;

• Total revenue for the year ending December 31, 2026 will be approximately $3.35 billion to $3.50 billion, lower than expected earlier in 2026 as a result of lower origination volume throughout the industry;5 and

• The Company will sell between $70 and $80 billion of MSRs in Q4 2026 with anticipated proceeds in excess of $1.8 billion.6 These proceeds, along with the $400 million of gross proceeds from the rights offering, will be used to support the ongoing paydown of non-funding debt.

1

Preliminary Financial and Operational Results

The financial and operational information in this press release is selected, preliminary, estimated unaudited financial information for the three months ended September 30, 2026. These estimates have been prepared by, and are the responsibility of, management and have not been reviewed by the Company's independent registered accounting firm. The preliminary financial and operational information set forth above is based solely on information available to the management of the Company as of the date hereof and is subject to change. The actual financial results of the Company for the quarter ended September 30, 2026, may differ (and such differences may be material) from these preliminary estimates due to the completion of the Company's quarterly financial closing procedures, including the finalization of accounting analyses, valuations, adjustments and other matters that may arise before the Company reports its final results. The preliminary estimates presented above are subject to final adjustments and other developments that may arise between the date hereof and the time that the results for the quarter ended September 30, 2026 for the Company are finalized, and are not intended to be a comprehensive statement of our financial or operational results for the three months ended September 30, 2026. Accordingly, you should not place undue reliance on this preliminary estimated financial information, as it may differ materially from the actual results. As the Company completes its financial close process and finalizes its financial statements, and as its independent auditors complete their review of the Company's financial statements, it is possible the Company may identify items that require adjustments to the preliminary financial and operational information set forth in this press release, and those changes could be material. The Company does not intend to update such financial information prior to the filing of its Form 10-Q with the Securities and Exchange Commission (the "SEC") for the quarter ended September 30, 2026, except as otherwise required by law.

Cautionary Note Regarding Forward-Looking Information

This press release also includes forward-looking statements, including the preliminary financial and oper

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