UWM Holdings UWMC

UWM Holdings reported $55.52 million net income for Q3 2026

Form
10-Q
Filed
Importance
Major
  1. Revenue of $811.09 million for the three months ended Sep 30, 2026
  2. Net income of $55.52 million for the three months ended Sep 30, 2026
  3. Diluted EPS of $0.09 for the three months ended Sep 30, 2026
  4. Cash and equivalents of $420.42 million as of Sep 30, 2026

Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.

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What changed

36 changes since the June 2026 10-Q

Compared with the 10-Q 0001783398-26-000117, filed Aug 7, 2026.

  1. New Risk factors

    Our ability to take certain actions may be limited by the terms of the Series A-1 Preferred Stock.

    The terms of the Series A-1 Preferred Stock restrict our ability to take certain actions without the consent of the holders of the Series A-1 Preferred Stock or the satisfaction of specified conditions.

    From the filings

    Now

    Our ability to take certain actions may be limited by the terms of the Series A-1 Preferred Stock. The terms of the Series A-1 Preferred Stock restrict our ability to take certain actions without the consent of the holders of the Series A-1 Preferred Stock or the satisfaction of specified conditions. For example, we 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, redeeming or repurchasing shares of our Class A Common Stock or other securities, incurring indebtedness, materially altering our principal line of business, or taking certain other corporate actions unless specified conditions are satisfied. Oaktree also has certain governance rights that are set forth in the investor rights agreement that we entered into in connection with the Financing. These restrictions could limit our flexibility in managing our capital structure and conducting our business and could prevent us from pursuing transactions or taking other actions that we may otherwise believe would be in our best interests. In addition, any requirement to obtain the consent of holders of the Series A-1 Preferred Stock could delay or prevent a transaction or other corporate action. As a result, the terms of our Series A-1 Preferred Stock could adversely affect our ability to respond to changing business, financial and market conditions and could have a material adverse effect on our business, financial condition and results of operations. For so long as Oaktree beneficially owns at least 25% of the number of shares of Series A-1 Preferred Stock issued to them on August 5, 2026, Oaktree will have the exclusive right to nominate and elect two directors to our Board (each a "Series A-1 Investor Board Member"). In addition, upon the earlier of the seventh anniversary of August 5, 2026 and the occurrence of a Special Event of Noncompliance (as defined in the Series A-1…
  2. New Risk factors

    Resales of the outstanding shares of Class A Common Stock issuable upon exercise of Warrants or shares…

    As of November 2, 2026, there are 330,000,000 shares of Class A Common Stock issuable upon exercise of the Warrants and 1,261,862,603 shares of Class A Common Stock issuable in connection with the exchange of the…

    From the filings

    Now

    Resales of the outstanding shares of Class A Common Stock issuable upon exercise of Warrants or shares issuable upon an exchange transaction could depress the market price of our Class A Common Stock or result in dilution. As of November 2, 2026, there are 330,000,000 shares of Class A Common Stock issuable upon exercise of the Warrants and 1,261,862,603 shares of Class A Common Stock issuable in connection with the exchange of the Paired Interests. The issuance of shares of Class A Common Stock issuable upon the exercise of the Warrants or upon exchange of t he Class B Units in Holdings LLC may result in dilution to the then existing holders of our Class A Common Stock and increase the number of shares of our Class A Common Stock eligible for resale in the public market. Such sales of shares of Class A Common Stock or the perception that such sales may occur could depress the market price of our Class A Common Stock. Further, if the rights offering is not fully subscribed and Oaktree Purchasers or Ishbia Support Parties elect to receive junior perpetual non-convertible preferred stock which is similar to the Series A-2 Preferred Stock, except that it is further subordinated to the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, and Warrants pursuant to the Backstop Agreement, we may issue up to 80 million additional Warrants (divided equally between Class A Warrants and Class B Warrants). Issuing additional shares of our Class A Common Stock or Warrants exercisable for shares of Class A Common Stock may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A Common Stock or both. The Series A Preferred Stock have a liquidation preference senior to our Class A Common Stock. Shares 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, bankruptcy, dissolution or…
  3. New Legal proceedings

    New legal mention

    On April 28, 2025, a complaint was filed in the U.S. District Court for the Eastern District of Michigan against UWM, its 401(k) Committee and the Company's Board of Directors alleging that UWM's 401(k) plan (the "UWM…

    From the filings

    Now

    On April 28, 2025, a complaint was filed in the U.S. District Court for the Eastern District of Michigan against UWM, its 401(k) Committee and the Company's Board of Directors alleging that UWM's 401(k) plan (the "UWM Plan") forfeitures should have been used to pay UWM Plan expenses instead of being used for future employer contributions.
  4. New Legal proceedings

    New legal mention

    UWM Plan administration is consistent with decades of regulatory guidance that was reaffirmed as recently as 2023.

    From the filings

    Now

    UWM Plan administration is consistent with decades of regulatory guidance that was reaffirmed as recently as 2023.
  5. New Legal proceedings

    New legal mention

    UWM, its 401(k) Committee and the Company's Board of Directors plan to vigorously defend this baseless allegation.

    From the filings

    Now

    UWM, its 401(k) Committee and the Company's Board of Directors plan to vigorously defend this baseless allegation.
  6. New Legal proceedings

    New legal mention

    The Board of Directors was dismissed as a defendant from this action on June 18, 2025.

    From the filings

    Now

    The Board of Directors was dismissed as a defendant from this action on June 18, 2025.
  7. New Legal proceedings

    New legal mention

    On September 23, 2026, the court granted the motion to dismiss filed by UWM and its 401(k) Committee as to all counts and dismissed the case.

    From the filings

    Now

    On September 23, 2026, the court granted the motion to dismiss filed by UWM and its 401(k) Committee as to all counts and dismissed the case.
  8. New Legal proceedings

    New legal mention

    The Fox Plaintiffs voluntarily dismissed their complaint against UWM on August 31, 2026.

    From the filings

    Now

    The Fox Plaintiffs voluntarily dismissed their complaint against UWM on August 31, 2026.
  9. New Legal proceedings

    New legal mention

    On August 10, 2026, the Company and UWM Acquisitions 1 LLC sued Two Harbors Investment Corp. ("TWO") in the United States District Court for the District of Maryland alleging TWO breached its $1.3 billion merger…

    From the filings

    Now

    On August 10, 2026, the Company and UWM Acquisitions 1 LLC sued Two Harbors Investment Corp. ("TWO") in the United States District Court for the District of Maryland alleging TWO breached its $1.3 billion merger agreement with the Company and committed fraud while steering TWO toward a competing transaction with CrossCountry Mortgage, LLC. The Company seeks to recover monetary damages from TWO in connection with the lawsuit.
  10. New Legal proceedings

    New legal mention

    On October 1, 2026, TWO filed its answer and counterclaims alleging breach of contract, fraud and negligent misrepresentation claims against the Company in connection with the failed acquisition.

    From the filings

    Now

    On October 1, 2026, TWO filed its answer and counterclaims alleging breach of contract, fraud and negligent misrepresentation claims against the Company in connection with the failed acquisition.
  11. New Legal proceedings

    New legal mention

    TWO seeks monetary damages and attorneys' fees from the Company through the counterclaims.

    From the filings

    Now

    TWO seeks monetary damages and attorneys' fees from the Company through the counterclaims.
  12. New Legal proceedings

    New legal mention

    On August 13, 2026, a complaint was filed in the U.S. District Court for the Eastern District of Michigan against the Company, Mathew Ishbia and Rami Hasani by Doug Bond, et al. (collectively, the "Bond Plaintiffs")…

    From the filings

    Now

    On August 13, 2026, a complaint was filed in the U.S. District Court for the Eastern District of Michigan against the Company, Mathew Ishbia and Rami Hasani by Doug Bond, et al. (collectively, the "Bond Plaintiffs") alleging certain violations of the Securities Exchange Act of 1934.
  13. Changed Financial statements

    Net income up 169% from Jun 30

    $55.5M, was −$80.6M.

    From the filings

    Before

    −$80.6M

    Now

    $55.5M
  14. Changed Financial statements

    EPS up 138% from Jun 30

    $0.09, was −$0.24.

    From the filings

    Before

    −$0.24

    Now

    $0.09
  15. Changed Financial statements

    Cash down 16% from Jun 30

    $420M, was $498M.

    From the filings

    Before

    $498M

    Now

    $420M
  16. Changed Financial statements

    Revenue down 8.7% from Jun 30

    $811M, was $888M.

    From the filings

    Before

    $888M

    Now

    $811M
  17. New MD&A

    In connection with the finalization of the Company's quarter-end financial reporting processes, the Company…

    New paragraph in MD&A.

    From the filings

    Now

    In connection with the finalization of the Company's quarter-end financial reporting processes, the Company corrected the adjusted tax provision that was used in the calculation of the non-GAAP metric "Adjusted net income available to Class A Common Shareholders" and "Adjusted diluted earnings per share" amounts for the quarter ended September 30, 2026 previously reported in its earnings release dated November 4, 2026. The Company's net income does not reflect the income tax provision that would otherwise be reflected if 100% of the economic interest in UWM was owned by the Company. Therefore, for comparison purposes, the Company provides the non-GAAP metric "Adjusted net income available to Class A common shareholders," which is our pre-tax income together with an adjusted income tax provision, which is calculated as the provision for income taxes plus the tax effects of net income attributable to non-controlling interest determined using a blended statutory effective tax rate, less preferred stock dividends. "Adjusted diluted earnings per share" is defined as "Adjusted net income available to Class A common shareholders" divided by the weighted average number of shares of Class A common stock outstanding for the applicable period, assuming the exchange and conversion of all outstanding Class D common stock for Class A common stock, and is calculated and presented for periods in which the assumed exchange and conversion of Class D common stock to Class A common stock is anti-dilutive to EPS. Management believes that these non-GAAP metrics provide useful information to investors based on our Up-C structure, however, these measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income or diluted earnings per share calculated in accordance with GAAP.
  18. New MD&A

    (1) Reflects the pro forma exchange and conversion of antidilutive Class D common stock to Class A common…

    New paragraph in MD&A.

    From the filings

    Now

    (1) Reflects the pro forma exchange and conversion of antidilutive Class D common stock to Class A common stock
  19. New MD&A

    • proceeds from borrowings to fund originations, including under our loan funding facilities;

    New paragraph in MD&A.

    From the filings

    Now

    • proceeds from borrowings to fund originations, including under our loan funding facilities;
  20. New MD&A

    In August 2026, we completed a strategic capital transaction involving the issuance of $1.65 billion of…

    New paragraph in MD&A.

    From the filings

    Now

    In August 2026, we completed a strategic capital transaction involving the issuance of $1.65 billion of Series A Preferred Stock and 330 million warrants on our Class A common stock, which strengthened our capital and liquidity position. In October 2026, we commenced a rights offering pursuant to which we expect to receive gross proceeds of $400 million from the rights offering or from the related backstop commitments. These transactions have provided and will provide the Company with additional liquidity and capital resources to support our operational cash requirements, meet our contractual and other obligations, and manage our leverage levels.
  21. New MD&A

    On August 5, 2026, we issued 1,500,000 shares of our Series A-1 Preferred Stock and 150,000 shares of its…

    New paragraph in MD&A.

    From the filings

    Now

    On August 5, 2026, we issued 1,500,000 shares of our Series A-1 Preferred Stock and 150,000 shares of its Series A-2 Preferred Stock and warrants to purchase shares of its Class A common stock for an aggregate purchase price of $1.65 billion. In connection with the transaction, we issued 165,000,000 Class A warrants with an exercise price of $6.00 per share of Class A Common Stock ("Class A Warrants") and 165,000,000 Class B warrants with an exercise price of $2.00 per share of Class A Common Stock ("Class B Warrants"), each exercisable for shares of the Company's Class A common stock. The Class A Warrants and the Class B Warrants are exercisable solely for cash and expire August 5, 2036.
  22. New MD&A

    In October 2026, the Company commenced a rights offering, intended to raise gross proceeds of up to $400…

    New paragraph in MD&A.

    From the filings

    Now

    In October 2026, the Company commenced a rights offering, intended to raise gross proceeds of up to $400 million. Pursuant to a support and backstop agreement entered into on August 5, 2026, to the extent the rights offering does not generate $400 million of gross proceeds, certain funds affiliated with Oaktree have the option, and SFS Group and our Chairman, President, and CEO have the obligation, to purchase securities for the unfunded amount such that aggregate gross proceeds from the rights offering and the backstop purchases would be at least $400 million. Purchases pursuant to the support and backstop agreement may be either (x) shares of Class A Common Stock, at the same price as was available in the rights offering or (y) junior perpetual non-convertible preferred stock which is similar to the Series A-2 Preferred Stock, except that it is further subordinated to the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, and an equal amount of Class A Warrants and Class B Warrants for aggregate number of warrants equal to 20% of principal amount of such preferred stock.
  23. New MD&A

    The Series A Preferred Stock is classified as temporary equity because it may become redeemable based on…

    New paragraph in MD&A.

    From the filings

    Now

    The Series A Preferred Stock is classified as temporary equity because it may become redeemable based on events that are not solely within the Company's control. As of September 30, 2026, the Series A Preferred Stock had an aggregate carrying amount of $1.50 billion and an aggregate redemption amount of $2.31 billion.
  24. New MD&A

    The Series A Preferred Stock accrues cumulative dividends at an annual cash rate of 10.0% or, if paid in…

    New paragraph in MD&A.

    From the filings

    Now

    The Series A Preferred Stock accrues cumulative dividends at an annual cash rate of 10.0% or, if paid in kind, an annual rate of 13.0%. Cash dividends will represent a use of the Company's liquidity, while payment-in-kind dividends will increase the stated value of the Series A Preferred Stock without a current-period cash payment.

and 12 more of the same kinds

Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

23 unchanged paragraphs

As of August November 4, 2026, the registrant had 342,349,795 345,222,915 shares of Class A common stock outstanding and 1,261,862,603 shares of Class D common stock outstanding.

1 unchanged paragraph

Financial statements 158 changes

3 unchanged paragraphs

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Derivative assets 83,601 37,567

(includes restricted cash of $ 21.0 25.6 million and $ 21.0 million, respectively)

Mortgage loans at fair value 9,619,076 8,634,559 9,932,729

Derivative assets 292,840 37,567

Investment securities at fair value, pledged 96,044 88,152 100,512

Accounts receivable, net 531,790 726,566 526,694

Mortgage servicing rights 5,311,465 6,527,159 4,073,781

Premises and equipment, net 174,559 173,134 180,199

1 unchanged paragraph

(includes $ 90.3 88.7 million and $ 93.4 million, respectively, with related parties)

1 unchanged paragraph

Other assets 372,835 324,914

Total assets $ 17,940,542 $ 16,928,676

Liabilities and equity

Derivative liabilities 33,566 26,574

(include s $ 19.6 19.1 million and $ 20.7 million, respectively, with related parties)

Loans eligible for repurchase from Ginnie Mae 1,141,719 1,477,371 1,133,359

Other assets 361,597 324,914

Total assets $ 18,810,561 $ 16,928,676

Liabilities, redeemable preferred stock and equity

Warehouse lines of credit $ 8,600,078 7,650,963 $ 8,912,496

Derivative liabilities 256,608 26,574

Secured lines of credit 2,950,000 2,290,000 1,200,000

Borrowings against investment securities 83,660 80,677 87,497

Accounts payable, accrued expenses and other 881,997 1,107,101 707,790

Accrued distributions and dividends payable 160,411 26,125 161,292

Senior notes 2,984,328 2,985,505 2,981,975

1 unchanged paragraph

(includes $ 96.4 94.7 million and $ 99.7 million, respectively, with related parties)

1 unchanged paragraph

Total liabilities 16,955,234 15,335,047

Retained earnings 118,646 189,447

Total liabilities and equity $ 17,940,542 $ 16,928,676

(includes $ 22.0 21.5 million and $ 22.9 million, respectively, with related parties)

Loans eligible for repurchase from Ginnie Mae 1,141,719 1,477,371 1,133,359

Total liabilities 15,991,500 15,335,047

Redeemable Preferred Stock

Series A-1 preferred stock, $ 0.0001 par value; 1,500,000 shares issued and outstanding (current redemption value of $ 2,100,000 )

Series A-2 preferred stock, $ 0.0001 par value; 150,000 shares issued and outstanding (current redemption value of $ 210,000 )

Total redeemable preferred stock 1,500,150 —

Preferred stock, $ 0.0001 par value - 98,350,000 and 100,000,000 shares authorized none issued and outstanding as of June September 30, 2026 or and December 31, 2025, respectively; none issued and outstanding as of either date.

Class A common stock, $ 0.0001 par value - 4,000,000,000 shares authorized, 342,247,135 345,098,878 and 268,415,480 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Class B common stock, $ 0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of June September 30, 2026 or December 31, 2025

Class C common stock, $ 0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of June September 30, 2026 or December 31, 2025

Class D common stock, $ 0.0001 par value - 1,700,000,000 shares authorized, 1,261,862,603 and 1,331,482,620 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 15,032 46,438 9,910

Retained earnings 150,021 189,447

Non-controlling interest 851,470 1,122,291 1,394,112

Total equity 985,308 1,318,911 1,593,629

Total liabilities, redeemable preferred stock and equity $ 18,810,561 $ 16,928,676

4 unchanged paragraphs

Loan production income $ 527,217 $ 447,882 $ 1,081,789 $ 752,633

Loan servicing income 220,503 178,813 433,882 369,330

Interest income 140,283 132,005 273,759 250,107

For the three months ended June September 30, For the six nine months ended June September 30,

Loan production income $ 414,976 $ 542,144 $ 1,496,765 $ 1,294,777

Loan servicing income 246,621 169,019 680,503 538,349

Interest income 149,496 132,089 423,255 382,196

1 unchanged paragraph

Gain (loss) on other interest rate derivatives ( 603,191 ) 208,904 ( 741,389 ) 208,904 ( 725,874 ) 97,483 ( 874,407 ) ( 291,102 )

Salaries, commissions, and benefits 213,044 211,461 437,598 404,261

Direct loan production costs 72,161 46,330 132,666 89,457

Marketing, travel, and entertainment 35,588 26,379 66,466 48,569

Depreciation and amortization 14,655 12,200 29,040 23,540

General and administrative 89,748 59,999 148,782 128,147

Servicing costs 49,745 35,083 92,812 65,517

Interest expense 158,939 133,467 299,704 253,877

Change in fair value of mortgage servicing rights ( 122,683 ) ( 111,421 ) 470,324 ( 133,018 307,825 ) 337,306 ( 500,006 807,831 )

Gain (loss) on other interest rate derivatives

Other gains (losses), net

Salaries, commissions, and benefits

Direct loan production costs 52,571 64,213 185,237 153,670

Marketing, travel, and entertainment 32,545 23,410 99,011 71,979

Depreciation and amortization 14,611 12,747 43,651 36,287

General and administrative 74,067 62,243 222,849 190,390

Servicing costs 34,062 33,928 126,874 99,445

Interest expense 164,816 132,084 464,520 385,961

1 unchanged paragraph

Total expenses 635,050 526,765 1,210,444 1,012,366

Earnings (loss) before income taxes ( 472,921 ) 329,418 ( 295,421 ) 68,602

Provision (benefit) for income taxes ( 21,019 ) 14,939 ( 13,893 ) 1,151

Net income (loss) ( 451,902 ) 314,479 ( 281,528 ) 67,451

Net income (loss) attributable to non-controlling interest ( 371,308 ) 291,570 ( 226,235 ) 58,221

Total expenses 576,179 550,570 1,786,623 1,562,936

Earnings (loss) before income taxes 223,701 12,670 ( 71,720 ) 81,272

Provision (benefit) for income taxes 11,131 582 ( 2,762 ) 1,733

1 unchanged paragraph

1 unchanged paragraph

20 unchanged paragraphs

13 unchanged paragraphs

2 unchanged paragraphs

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3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

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and 78 more changes in the filing

Note 1: ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 12 changes

1 unchanged paragraph

The Company is organized in an "Up-C" structure in which United Wholesale Mortgage, LLC ("UWM"), a Michigan limited liability company (the operating subsidiary) is 100 % owned directly by UWM Holdings, LLC ("Holdings LLC"), a Delaware limited liability company which is in turn owned by SFS Holding Corp. ("SFS Corp."), a Michigan corporation and by the Company. Holdings LLC has two classes of common equity, Class B Common Units, which are held solely by SFS Corp., and Class A Common Units, which are held solely by the Company. Holdings LLC also has two classes of preferred equity, Series A-1 Preferred Units and Series A-2 Preferred Units, which are also both held solely by the Company, and mirror the Series A-1 Preferred Stock and Series A-2 Preferred Stock issued by the Company. The Company is the manager of Holdings LLC and its only material direct asset consists of the Class A Common Units, Series A-1 Preferred Units and Series A-2 Preferred Units in Holdings LLC. See Note 11 - Redeemable Preferred Stock and Warrants for further information.

As of June 30, 2026, The Company's current capital structure authorizes four classes of common Stock, Class A common stock, Class B common stock, Class C common stock and Class D common stock. Each of the Class A Common Stock and Class B Common Stock have the same economic interest in the Company, with Class A Common Stock having one vote per share and the Class B Common Stock having 10 votes per share. The holders of Class C common stock and Class D common stock do not have any economic rights, but have one vote per share and 10 votes per share, respectively. Pursuant to our Certificate of Incorporation, only SFS Corp. and its shareholders can hold either Class B Common Stock or Class D Common Stock. In addition, the Company has two classes of Preferred Stock outstanding, the Series A-1 Preferred Stock and the Series A-2 Preferred Stock. See Note 11 - Redeemable Preferred Stock and Warrants for further information.

As part of our structure, SFS 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 (an "Exchange Transaction"). Each share of Class B common stock is convertible into one share of Class A common stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See Note 11 12 - Non-Controlling Interest for further information.

5 unchanged paragraphs

For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae pool if that loan meets defined criteria (generally loans that are more than 90 days past due). When the

For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae pool if that loan meets defined criteria (generally loans that are more than 90 days past due). When the Company has the unilateral right to repurchase the delinquent loans, the previously sold assets are required to be re-recognized on the condensed consolidated balance sheets as assets and corresponding liabilities at the loan's unpaid principal balance, regardless of the Company's intent to exercise its option to repurchase. The recognition of previously sold loans does not impact the accounting for the previously recognized mortgage servicing rights ("MSRs").

The Company accounts for income taxes during interim periods by applying an estimated annual effective tax rate to year-to-date earnings (loss) before income taxes to compute the year-to-date tax expense (or benefit). At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year, adjusted for discrete items, if any, that arise during the period. In any period in which the Company acquires additional units of Holdings LLC by means of an Exchange Transaction, the Company records the related income tax effects as an adjustment to equity. See Note 15 16 – Income Taxes for further information.

3 unchanged paragraphs

In connection with the issuance of the Series A Preferred Stock and the Warrants, on August 5, 2026, the Company and SFS Corp. entered into and amended and restated TRA (the "TRA Amendment"). Pursuant to the TRA Amendment, (i) LIBOR was replaced with a term SOFR-based rate as the reference rate, (ii) the Company's ownership of the Series A-1 Preferred Units and Series A-2 Preferred Units was carved out from the hypothetical tax liability and the actual tax liability calculations, and (iii) references to the limited liability company agreement of Holdings LLC were updated to reflect the Third Amended and Restated Limited Liability Company Agreement. Except as modified by the TRA Amendment, all other material terms of the Tax Receivable Agreement remain in full force and effect.

1 unchanged paragraph

The Company enters into various transactions with related parties. See Note 14 – Related Party Transactions for further information. Also see Note 18 - Subsequent Events.

In addition to the TRA, the Company has entered into various other transactions with related parties. See Note 15 – Related Party Transactions for further information. See also Note 11 - Redeemable Preferred Stock and Warrants and Note 19 - Subsequent Events for information on certain additional related party transactions.

1 unchanged paragraph

In 2021, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the "2020 Plan"). The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units ("RSUs"), and stock appreciation rights. Pursuant to the 2020 Plan, the Company reserved a total of 80,000,000 shares of common stock for issuance of stock-based compensation awards, a nd 38,392,172 37,882,350 sh ares remained available for issuance under the 2020 Plan as of June September 30, 2026 .

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant and is included in "Salaries, commissions, and benefits" on the consolidated statements of operations. The Company made a policy election to recognize the effects of forfeitures as they occur. See Note 16 17 – Stock-based Compensation for further information.

4 unchanged paragraphs

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock , which requires paid-in-kind ("PIK") dividends on equity-classified preferred stock to be initially measured based on the PIK dividend rate stated in the preferred stock agreement. The ASU may be applied either prospectively or on a modified retrospective basis for annual periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the potential impacts of the guidance in this ASU.

Note 2: MORTGAGE LOANS AT FAIR VALUE 6 changes

1 unchanged paragraph

(In thousands) June 30,

(In thousands) September 30,

Mortgage loans, unpaid principal balance $ 9,404,670 8,684,723 $ 9,735,186

Premiums paid on mortgage loans 139,978 119,930 121,140

Fair value adjustment 74,428 ( 170,094 ) 76,403

Mortgage loans at fair value $ 9,619,076 8,634,559 $ 9,932,729

Note 3: DERIVATIVES 12 changes

The Company enters into interest rate lock commitments ("IRLCs") to originate residential mortgage loans at specified interest rates and terms within a specified period of time with customers who have applied for a loan and may meet certain credit and underwriting criteria. To determine the fair value of the IRLCs, each contract is evaluated based upon its stage in the application, approval and origination process for its likelihood of consummating the transaction (or "pullthrough"). Pullthrough is estimated based on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. Generally, the further into the process the more likely that the IRLC will convert to a loan. The blended average pullthrough rate was 81 84 % an a n d 78 % as of June September 30, 2026 and December 31, 2025, respectively. The Company primarily uses forward loan sale commitments ("FLSCs") to economically hedge its pipeline of IRLCs and mortgage loans at fair value. From time to time, the Company enters into other interest rate derivatives as part of its overall interest rate risk mitigation strategy, including risks associated with all or a portion of our MSR portfolio. These other derivative financial instruments are measured at estimated fair value with changes in fair value recorded in the condensed consolidated statements of operations within the "Gain (loss) on other interest rate derivatives" line item in the "Other gains (losses), net" section.

In connection with the issuance of the Series A Preferred Stock in August 2026, the Company identified certain embedded redemption features that are required to be bifurcated from the preferred stock host and accounted for separately as a compound embedded derivative (see Note 11 - Redeemable Preferred Stock and Warrants for additional information). The compound embedded derivative arises from contractual redemption provisions of the Series A Preferred Stock and was not entered into for risk management or hedging purposes and is not designated as a hedging instrument. The compound embedded derivative is measured at estimated fair value on a recurring basis, with changes in fair value recognized in "Other expense (income)" in the condensed consolidated statements of operations.

Derivative assets and liabilities, including the compound embedded derivative, are presented within "Derivative assets" and "Derivative liabilities," as applicable, in the condensed consolidated balance sheets.

The notional amounts (as applicable) and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands):

June September 30, 2026 December 31, 2025

3 unchanged paragraphs

FLSCs 22,677 18,035 18,247,435 9,787 20,099 16,964,025

IRLCs $ 18,847 2,069 $ 15,531 113,737 $ 12,679,990 8,626,351 (a) $ 27,780 $ 6,475 $ 12,221,203 (a)

FLSCs 274,231 1,103 15,170,857 9,787 20,099 16,964,025

1 unchanged paragraph

Total $ 83,601 $ 33,566 $ 37,567 $ 26,574

Compound embedded derivative 16,540 — N/A — — —

Total $ 292,840 $ 256,608 $ 37,567 $ 26,574

(a) Notional amounts have been adjusted for pullthrough rates of 81 84 % and 78 % as of June September 30, 2026 and December 31, 2025, respectively.

Note 4: ACCOUNTS RECEIVABLE, NET 13 changes

1 unchanged paragraph

Servicing fees $ 150,029 $ 136,780

Servicing advances 127,089 177,281

Origination receivables 38,225 28,079

Provision for current expected credit losses ( 16,178 ) ( 4,708 )

Margin deposits $ 245,327 $ 51,103

Servicing advances 155,222 177,281

Servicing fees 119,251 136,780

Derivative settlements receivable 9,704 113,648 7,918

Receivables from sales of servicing 110,413 68,436 128,223

Origination receivables 32,911 28,079

Other receivables 10,688 10,300 2,018

Allowance for doubtful accounts ( 18,530 ) ( 4,708 )

Total accounts receivable, net $ 531,790 726,566 $ 526,694

1 unchanged paragraph

Note 5: MORTGAGE SERVICING RIGHTS 38 changes

1 unchanged paragraph

Capitalization of MSRs 1,041,838 901,271 2,142,855 1,636,842

MSR and excess servicing sales ( 218,673 ) ( 684,105 ) ( 822,996 ) ( 1,694,230 )

The unpaid principal balance of mortgage loans serviced for others approximated $ 247.6 269.8 billion and $ 240.8 billion at June September 30, 2026 and December 31, 2025, respectively. Conforming conventional loans serviced by the Company have previously been sold to Fannie Mae and Freddie Mac on a non-recourse basis, whereby credit losses are generally the responsibility of Fannie Mae and Freddie Mac, and not the Company. Loans serviced for Ginnie Mae are insured by the FHA, guaranteed by the VA, or insured by other applicable government programs. While the above guarantees and insurance are the responsibility of those parties, the Company is still subject to potential losses related to its servicing of these loans. Those estimated losses are incorporated into the valuation of MSRs.

The following table summarizes changes in the MSR assets for the three and six nine months ended June September 30, 2026 and 2025 (in thousands):

For the three months ended June September 30, For the six nine months ended June September 30,

Fair value, beginning of period $ 4,591,855 5,311,465 $ 3,321,457 3,445,195 $ 4,073,781 $ 3,969,881

Capitalization of MSRs 760,738 829,978 2,903,593 2,466,820

MSR and excess servicing sales ( 41,305 ) ( 692,061 ) ( 864,301 ) ( 2,386,291 )

1 unchanged paragraph

Fair value, end of period $ 5,311,465 $ 3,445,195 $ 5,311,465 $ 3,445,195

Due to changes in valuation inputs and assumptions 65,056 3,154 312,953 659,136 ( 247,667 158,842 ) 972,089 ( 406,509 )

Due to collection/realization of cash flows and other ( 168,611 162,875 ) ( 96,582 115,685 ) ( 395,128 558,003 ) ( 219,631 335,316 )

Fair value, end of period $ 6,527,159 $ 3,308,585 $ 6,527,159 $ 3,308,585

1 unchanged paragraph

For the three months ended June September 30, For the six nine months ended June September 30,

1 unchanged paragraph

Contractual servicing fees $ 215,891 $ 174,671 $ 424,237 $ 360,903

Late, ancillary and other fees 4,612 4,142 9,645 8,427

Loan servicing income $ 220,503 $ 178,813 $ 433,882 $ 369,330

Due to changes in valuation inputs and assumptions, net $ 65,056 632,858 $ 3,154 ( 158,842 ) $ 312,953 945,811 $ ( 247,667 406,509 )

Due to collection/realization of cash flows and other ( 168,611 162,875 ) ( 96,582 115,685 ) ( 395,128 558,003 ) ( 219,631 335,316 )

Net reserves and transaction costs on sales of servicing rights ( 19,128 ) 341 ( 17,993 33,298 ) ( 50,843 50,502 ) ( 32,708 66,006 )

Changes in fair value of mortgage servicing rights $ ( 122,683 ) 470,324 $ ( 111,421 307,825 ) $ ( 133,018 ) 337,306 $ ( 500,006 807,831 )

During the three months ended June September 30, 2026 and 2025, the Company sold MSRs on loans with an aggregate UPB of approximately $ 12.1 2.5 billion and $ 34.9 24.1 billion, respectively, for proceeds of approximately $ 218.6 41.3 million and $ 494.9 547.4 million, respectively. There were no excess servicing cash flow sales during the three months ended June September 30, 2026. During the three months ended June September 30, 2025, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $ 21.5 19.3 billion for proceeds of approximately $ 201.2 146.2 million. In connection with the MSR sales, during the three months ended June 30, 2026 and 2025, the Company recorded approximately $ 19.1 0.3 million and $ 18.0 33.3 million, respectively, for estimated reserves and transaction costs, which is reflected as part of the change in fair value of MSRs in the condensed consolidated statements of operations.

During the six nine months ended June September 30, 2026 and 2025, the Company sold MSRs on loans with an aggregate UPB of approximately $ 51.8 54.2 billion and $ 88.3 112.4 billion, respectively, for proceeds of approximately $ 822.7 864.0 million and $ 1.3 1.9 billion, respectively. There were no excess servicing cash flow sales during the six nine months ended June September 30, 2026. During the six nine months ended June September 30, 2025, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $ 41.4 60.7 billion for proceeds of approximately $ 386.0 532.0 million. In connection with the MSR sales, during the six months ended June 30, 2026 and 2025, the Company recorded approximately $ 50.8 50.5 million and $ 32.7 66.0 million, respectively, for estimated reserves and transaction costs, which is reflected as part of the change in fair value of MSRs in the condensed consolidated statements of operations.

The following table summarizes the loan servicing income recognized during the three and six nine months ended June September 30, 2026 and 2025 (in thousands):

For the three months ended June September 30, For the six nine months ended June September 30,

Contractual servicing fees $ 241,946 $ 165,518 $ 666,183 $ 526,421

Late, ancillary and other fees 4,675 3,501 14,320 11,928

Loan servicing income $ 246,621 $ 169,019 $ 680,503 $ 538,349

The key unobservable inputs used in determining the fair value of the Company's MSRs were as follows at June September 30, 2026 and December 31, 2025:

1 unchanged paragraph

Discount rates 7.4 7.2 % — 12.5 % 8.9 8.8 % 7.8 % — 13.7 % 9.4 %

Annual prepayment speeds 6.3 5.8 % — 19.2 19.4 % 8.6 7.0 % 5.4 % — 22.1 % 10.3 %

Cost of servicing $ 74 — $ 159 158 $ 85 87 $ 74 — $ 149 $ 87

The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at June September 30, 2026 and December 31, 2025 (in thousands):

+ 10% adverse change – effect on value $ ( 207,202 255,581 ) $ ( 149,409 )

+ 20% adverse change – effect on value ( 398,315 491,706 ) ( 286,410 )

+ 10% adverse change – effect on value $ ( 200,467 201,668 ) $ ( 168,559 )

+ 20% adverse change – effect on value ( 386,697 391,939 ) ( 323,246 )

+ 10% adverse change – effect on value $ ( 29,664 33,167 ) $ ( 25,173 )

+ 20% adverse change – effect on value ( 58,981 67,264 ) ( 49,316 )

1 unchanged paragraph

Note 6: WAREHOUSE AND OTHER SECURED LINES OF CREDIT 13 changes

1 unchanged paragraph

The Company had the following warehouse lines of credit with financial institutions as of June September 30, 2026 and December 31, 2025 (in thousands):

1 unchanged paragraph

Date of Initial Agreement With Warehouse Lender Current Agreement Expiration Date Total Advanced Against Line as of June September 30,

1 unchanged paragraph

Master Repurchase Agreement ("MRA") Funding Limits as of June September 30, 2026:

1 unchanged paragraph

$ 750 Million (EF - see below) No expiration 244,813 318,138 20,448

1 unchanged paragraph

In 2022, the Company's consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank which currently provides UWM with up to $ 2.0 billion of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the "Conventional MSR Facility"). The Conventional MSR Facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitization by

1 An aggregate of $ 900.0 million of these line amounts is committed as of June September 30, 2026.

2 Interest rates under these funding facilities are based on SOFR plus a spread, which ranged from 1.00 % to 1.75 % f or substantially all of our loan production volume as of June September 30, 2026 and 1.15 % to 1.75 % as of December 31, 2025.

3 The combined funding limit with this counterparty is $ 2.0 billion, which can be allocated between the MRA Facility and the Conventional MSR Facility (see below) at UWM's discretion. As of June September 30, 2026, all of this combined funding capacity was allocated to the Conventional MSR Facility.

We are an approved lender for loan early funding facilities with Fannie Mae through its As Soon As Pooled Plus ("ASAP+") program and Freddie Mac through its Early Funding ("EF") program. As an approved lender for these early funding programs, we enter into an agreement to deliver closed and funded one-to-four family residential mortgage loans, each secured by related mortgages and deeds of trust, and receive funding in exchange for such mortgage loans in some cases before we have grouped them into pools to be securitized by Fannie Mae or Freddie Mac. All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of June September 30, 2026, we had no balance outstanding through the ASAP+ program and $ 244.8 318.1 million was outstanding through the EF program.

As of June September 30, 2026, the Company had pledged mortgage loans at fair value as collateral under its warehouse lines of credit. The above agreements also contain covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income, as defined in the agreements. The Company was in compliance with all of these covenants as of June September 30, 2026.

In 2023, 2022, the Company's consolidated subsidiary, UWM, entered into a Credit Loan and Security Agreement with Goldman Sachs Bank USA, Citibank which currently provides UWM with up to $ 1.25 2.0 billion of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the "Ginnie Mae "Conventional MSR Facility"). The Ginnie Mae Conventional MSR Facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitization by Ginnie Fannie Mae or Freddie Mac that meet certain criteria. Available borrowings under the Ginnie Mae Conventional MSR Facility are based on advance rates on the fair market value of the collateral. Borrowings under the Ginnie Mae Conventional MSR Facility bear interest based on SOFR plus an applicable margin. Currently, The draw period for current maturity date of the Ginnie Mae Conventional MSR Facility extends to March 20, 2028, and the maturity date is March 20, 2029. June 15, 2027. As of June September 30, 2026, $ 1.075 1.415 billion was outstanding under the Ginnie Mae Conventional MSR Facility, and as of December 31, 2025, $ 300.0 900.0 million was outstanding under the Ginnie Mae Conventional MSR Facility. The Ginnie Mae Conventional MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement. As of June September 30, 2026, the Company was we were in compliance with all applicable covenants under the Conventional MSR Facility.

Fannie Mae In 2023, the Company's consolidated subsidiary, UWM, entered into a Credit Agreement with Goldman Sachs Bank USA, which currently provides UWM with up to $ 1.25 billion of uncommitted borrowing capacity to finance the origination, acquisition or Freddie Mac holding of certain mortgage servicing rights (the "Ginnie Mae MSR Facility"). The Ginnie Mae MSR Facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitization by Ginnie Mae that meet certain criteria. Available borrowings under the Conventional Ginnie Mae MSR Facility are based on advance rates on the fair market value of the collateral. Borrowings under the Conventional Ginnie Mae MSR Facility bear interest based on SOFR plus an applicable margin. Currently, the current maturity date of draw period for the Conventional Ginnie Mae MSR Facility extends to March 20, 2028, and the maturity date is July 15, 2027. March 20, 2029. As of June September 30, 2026, $ 1.875 billion 875.0 million was outstanding under the Conventional Ginnie Mae MSR Facility and as of December 31, 2025, $ 900.0 300.0 million was outstanding under the Conventional Ginnie Mae MSR Facility. The Conventional Ginnie Mae MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement. As of June September 30, 2026, we were the Company was in compliance with all applicable covenants. under the Conventional MSR Facility.

The weighted average interest rate charged for borrowings under our MSR facilities was 6.14 6.31 % and 7.32 7.17 % for the three months ended June September 30, 2026 and 2025, respectively. The weighted average interest rate charged for borrowings under our MSR facilities was 6.16 6.22 % and 7.32 7.21 % for the six nine months ended June September 30, 2026 and 2025 , respectively.

1 unchanged paragraph

Note 7: OTHER BORROWINGS 8 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

6 unchanged paragraphs

(1) Carrying amount includes $ 0.8 0.6 million and $ 1.3 million of unamortized debt issuance costs and discounts as of June September 30, 2026 and December 31, 2025, respectively.

(2) Carrying amount includes $ 2.4 2.2 million and $ 2.9 million of unamortized debt issuance costs and discounts as of June September 30, 2026 and December 31, 2025, respectively.

(3) Carrying amount includes $ 5.0 4.6 million and $ 5.7 million of unamortized debt issuance costs and discounts as of June September 30, 2026 and December 31, 2025, respectively.

(4) Carrying amount includes $ 7.4 7.0 million and $ 8.2 million of unamortized debt issuance costs and discounts as of June September 30, 2026 and December 31, 2025, respectively.

1 unchanged paragraph

On April 7, 2021, the Company's consolidated subsidiary, UWM, issued $ 700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the "2029 Senior Notes"). The 2029 Senior Notes accrue interest at a rate of 5.500 % per annum. Interest on the 2029 Senior Notes is due semi-annually on April 15 and October 15 of each year. The Company may currently redeem the 2029 Senior Notes at any time before maturity at various fixed redemption prices that reduce over time to maturity par plus accrued and unpaid interest.

4 unchanged paragraphs

The indentures governing the 2027, 2029, 2030, and 2031 Senior Notes contain operating covenants and restrictions, subject to a number of exceptions and qualifications. The Company was in compliance with the terms of the indentures as of June September 30, 2026.

2 unchanged paragraphs

In September 2025, UWM entered into Amendment No. 1 to the Revolving Credit Agreement with SFS Corp. which, among other things, subordinates amounts due under the Revolving Credit Agreement to amounts due under the outstanding senior notes including (i) restricting UWM from making any payment to SFS Corp., as lender, for amounts due under the Revolving Credit Agreement and (ii) restricting SFS Corp., as lender, from pursuing certain remedies, including acceleration, off-set or counterclaims, in each case upon the occurrence of an event of default under any of the indentures governing any of the senior notes outstanding and until such event of default is cured or waived. All other material terms of the Revolving Credit Agreement remain unchanged. The Revolving Credit Agreement contains certain financial and operating covenants and restrictions, subject to a number of exceptions and qualifications, and the availability of funds under the Revolving Credit Facility is subject to the Company's continued compliance with these covenants. The Company was in compliance with these covenants as of June September 30, 2026. No amounts were outstanding under the Revolving Credit Facility as of June September 30, 2026 or December 31, 2025.

Note 8: COMMITMENTS AND CONTINGENCIES 14 changes

1 unchanged paragraph

Loans sold to investors, invest ors, which the Company believes met investor and agency underwriting guidelines at the time of sale, may be subject to repurchase by the Company in the event of specific default by the borrower or upon subsequent discovery that underwriting or documentation standards were not explicitly satisfied. The Company may, upon mutual agreement, indemnify the investor against future losses on such loans or be subject to other guaranty requirements and subject to loss. The Company initially records its exposure under such guarantees at estimated fair value upon the sale of the related loan, within "Accounts payable, accrued expenses, and other" as well as within "Loan production income" and continues to evaluate its on-going exposures in subsequent perio ds. periods. The reserve is estimated based on the Company's assessment of its obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant's potential readiness to stand by to perform on such obligations. The Company repurchased $ 77.9 52.1 million and $ 41.1 68.1 million in UPB of loans during the three months ended June September 30, 2026 and 2025, respectively, and $ 127.5 179.6 million and $ 82.0 150.2 million in UPB of loans during six the nine months ended June September 30, 2026 and 2025, respectively, related to its representations and warranties obligations.

1 unchanged paragraph

Additions 7,442 9,800 13,017 20,176

Loss realized, net of adjustments ( 11,363 ) ( 4,260 ) ( 10,819 ) ( 8,882 )

Balance, end of period $ 104,475 $ 98,941 $ 104,475 $ 98,941

For the three months ended June September 30, For the six nine months ended June September 30,

Balance, beginning of period $ 108,396 104,475 $ 93,401 98,941 $ 102,277 $ 87,647

Additions 6,298 5,582 19,315 25,758

Loss realized, net of adjustments ( 5,300 ) ( 7,121 ) ( 16,119 ) ( 16,003 )

Balance, end of period $ 105,473 $ 97,402 $ 105,473 $ 97,402

1 unchanged paragraph

As of June September 30, 2026, the Company had agreed to extend credit to potential borrowers for approximately $ 20.8 14.4 billion. . These contracts represent off-balance sheet credit risk where the Company may be required, subject to completion of underwriting, to extend credit to these borrowers based on the prevailing interest rates and prices at the time of execution. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon.

1 unchanged paragraph

The Company operates in a heavily regulated industry that is highly sensitive to consumer protection, and is subject to numerous federal, state and local laws. The Company is routinely involved in consumer complaints, regulatory actions and legal proceedings in the ordinary course of our business. The Company also, from time to time, initiates legal proceedings against parties from which we believe we have a contractual or other recourse. The Company is also routinely involved in state regulatory audits and examinations, and is occasionally involved in other governmental proceedings arising in connection with its business activities. Based on the Company's assessment of the facts and circumstances associated with these matters, we do not believe any of the legal or regulatory matters with which the Company is currently involved, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our financial position, results of operations, or cash flows in a future period.

The Company operates in a heavily regulated industry that is highly sensitive to consumer protection and is subject to numerous federal, state and local laws. The Company is involved from time to time in consumer complaints, regulatory examinations and actions, and legal proceedings, and other litigation in the ordinary course of our business. The Company may also initiate legal proceedings to enforce its contractual or other rights and may assert claims or counterclaims in connection with litigation.

The Company is currently involved in various legal proceedings arising from its business activities or those of its subsidiaries, including but not limited to the matters described in Part II, Item 1, "Legal Proceedings." These proceedings include putative class actions and other matters in which claims have been asserted against the Company, or its subsidiaries, and/or certain of its or their directors and executive officers, as well as matters in which the Company, or its subsidiaries, has asserted claims or counterclaims. The parties asserting claims against the Company, or its subsidiaries, and/or certain of its or their directors and executive officers generally seek monetary damages and, in certain cases, equitable, declaratory or injunctive relief and attorneys' fees.

With respect to certain matters in which claims have been asserted against the Company, or its subsidiaries, and/or certain of its or their directors and executive officers, an unfavorable outcome is reasonably possible; however, the Company is currently unable to reasonably estimate the possible loss or range of loss associated with such matters. The Company, or its subsidiaries, maintains insurance coverage, including directors' and officers' liability insurance, that may provide coverage for certain matters, subject to the terms, conditions, and limitations of the applicable policies. The ultimate resolution of these matters is inherently uncertain, and the outcomes may differ from the Company's current expectations.

Note 9: ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER 10 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Margin call deposits 264,105 276

2 unchanged paragraphs

Investor payables 27,774 31,478

Accrued compensation and benefits 93,733 88,056 90,277

Derivative settlements payable 64,244 17,106

Accrued interest and bank fees 79,426 63,996 70,896

Other accrued expenses 60,534 27,456

Other accounts payable 66,056 52,090 51,732

Investor payables 16,101 31,478

Deferred tax liability 4,840 5,132 5,080

1 unchanged paragraph

Note 10: VARIABLE INTEREST ENTITIES 3 changes

2 unchanged paragraphs

The Company's relationship with Holdings LLC results in no recourse to the general credit of the Company. The Company's ownership interest in Holdings LLC represents the Company's sole investment. The Company shares in the income and losses of Holdings LLC in direct proportion to the Company's ownership interest. Further, the Company has no contractual requirement to provide financial support to Holdings LLC.

The Company's financial position, performance and cash flows effectively represent those of Holdings LLC and its consolidated subsidiaries as of and for the three and six nine months ended June September 30, 2026 and 2025.

1 unchanged paragraph

To comply with applicable risk retention requirements, the Company retains a 5 % vertical interest in certain of its private label securitization trusts. These retained beneficial interests are carried at fair value and reported as "Investment securities at fair value, pledged" in the condensed consolidated balance sheets. Changes in fair value are recognized in "Other expense (income)." As of June September 30, 2026, , investment securities at fair value totaled $ 96.0 88.2 million, , of which $ 94.3 86.6 million were pledged as collateral for borrowings against investment securities with an outstanding principal balance of $ 83.7 80.7 million. . The borrowings mature within approximately one to three months and bear interest at SOFR plus a spread. The Company's maximum exposure to loss is limited to its retained beneficial interests in the securitization trusts.

Note 12: NON-CONTROLLING INTEREST 6 changes

The non-controlling interest balance represents the economic interest in Holdings LLC held by SFS Corp. The income and losses of Holdings LLC, after preferred dividen ds, are allo cated to the non-controlling interest in direct proportion to SFS Corp.'s ownership of common units in Holdings LLC. The following table summarizes the ownership of common units in Holdings LLC as of:

June September 30, 2026 December 31, 2025

1 unchanged paragraph

UWM Holdings Corporation ownership of Class A Common Units 342,247,135 21.3 345,098,878 21.5 % 268,415,480 16.8 %

SFS Corp. ownership of Class B Common Units 1,261,862,603 78.7 78.5 % 1,331,482,620 83.2 %

Balance at end of period 1,604,109,738 1,606,961,481 100.0 % 1,599,898,100 100.0 %

1 unchanged paragraph

During the six nine months ended June September 30, 2026, the Company issued 4,211,638 7,063,381 shares of Class A common stock, net of withholdings, which primarily related to the vesting of RSUs under its stock-based compensation plan. In addition, as a result of Exchange Transactions, the Company issued 69,620,017 shares of Class B common stock, all of which were immediately converted into shares of Class A common stock. These transactions resulted in an equivalent increase in the number of Class A Common Units of Holdings LLC held by the Company, and a re-measurement of the non-controlling interest in Holdings LLC due to the change in relative ownership of Holdings LLC with no change in control. The impact of the re-measurement of the non-controlling interest, including the related tax impacts, is reflected in the condensed consolidated statement of changes in equity. Refer to Note 15 16 - Income Taxes for further information on tax impact of the Exchange Transactions.

Note 13: REGULATORY NET WORTH REQUIREMENTS 1 change

1 unchanged paragraph

UWM is required to meet certain minimum net worth, liquidity, and capital and risk-based capital ratio requirements, including those established by USDA, HUD, Ginnie Mae, Freddie Mac and Fannie Mae. As of June September 30, 2026, the most restrictive of these requirements require UWM to maintain a minimum net worth of $ 743.6 849.2 million, minimum liquidity of $ 343.9 363.6 million, and minimum capital and risk-based capital ratios of 6 %. As of June September 30, 2026, UWM was in compliance with these net worth, liquidity, and capital ratio requirements.

Note 14: FAIR VALUE MEASUREMENTS 27 changes

6 unchanged paragraphs

The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of June September 30, 2026 or December 31, 2025.

4 unchanged paragraphs

Compound Embedded Derivative : The Company identified certain embedded redemption features within the Series A Preferred Stock that are accounted for as a single compound embedded derivative and bifurcated from the Series A Preferred Stock host contract. The compound embedded derivative is measured at fair value on a recurring basis, with changes in fair value recognized in earnings. The Company classified the fair value measurement within Level 3 of the fair value hierarchy because the valuation utilizes significant unobservable inputs, including assumptions regarding probabilities of certain contingent events occurring. The valuation reflects the probability-weighted impact of such events on the contractual cash flows associated with the embedded redemption features. Changes in these assumptions could result in changes in the estimated fair value of the compound embedded derivative.

5 unchanged paragraphs

IRLCs — — 18,847 18,847

FLSCs — 22,677 — 22,677

Other interest rate derivatives 21,819 20,258 — 42,077

Mortgage servicing rights — — 5,311,465 5,311,465

Total assets $ 21,819 $ 9,758,055 $ 5,330,312 $ 15,110,186

IRLCs $ — $ — $ 15,531 $ 15,531

FLSCs — 18,035 — 18,035

Total liabilities $ — $ 18,035 $ 15,531 $ 33,566

Mortgage loans at fair value $ — $ 9,619,076 8,634,559 $ — $ 9,619,076 8,634,559

IRLCs — — 2,069 2,069

FLSCs — 274,231 — 274,231

Investment securities at fair value, pledged — 96,044 88,152 — 96,044 88,152

Compound embedded derivative — — 16,540 16,540

Mortgage servicing rights — — 6,527,159 6,527,159

Total assets $ — $ 8,996,942 $ 6,545,768 $ 15,542,710

IRLCs $ — $ — $ 113,737 $ 113,737

FLSCs — 1,103 — 1,103

Other interest rate derivatives 123,275 18,493 — 141,768

Total liabilities $ 123,275 $ 19,596 $ 113,737 $ 256,608

11 unchanged paragraphs

Unobservable Input - IRLCs June September 30, 2026 December 31, 2025

1 unchanged paragraph

Refer to Note 5 - Mortgage Servicing Rights for further information on the unobservable inputs used in measuring the fair value of the Company's MSRs and for the roll-forward of MSRs for the three and six nine months ended June September 30, 2026.

4 unchanged paragraphs

June September 30, 2026 December 31, 2025

1 unchanged paragraph

2027 Senior Notes, due 6/15/27 $ 499,170 499,386 $ 495,595 497,885 $ 498,736 $ 502,120

2029 Senior Notes, due 4/15/29 697,558 651,112 697,776 631,281 697,120 695,205

3 unchanged paragraphs

Due to their nature and respective terms (including the variable interest rates on warehouse and other lines of credit and borrowings against investment securities), the carrying value of cash and cash equivalents, receivables, payables, borrowings against investment securities and warehouse and other lines of credit approximate their fair values as of June September 30, 2026 and December 31, 2025, respectively.

Note 15: RELATED PARTY TRANSACTIONS 12 changes

In the normal course of business, the Company has entered into in the following significant related party transactions:

4 unchanged paragraphs

• The Company entered into a ten year ten-year naming rights and sponsorship agreement for approximately $ 115 million with entities controlled by the Company's CEO for stadium naming rights and various other marketing and promotional benefits associated with the Company's consumer facing brand, Mortgage Matchup. While The agreement, has a ten year term, it which was entered into during the fourth quarter of 2025, is terminable by either party for any reason after two years .

1 unchanged paragraph

Other expenses 349 1,183 511 1,262

Total related party net payments $ 5,847 $ 6,318 $ 10,824 $ 11,436

For the three months ended June September 30, For the six nine months ended June September 30, (in thousands) 2026 2025 2026 2025

Rent and other occupancy related fees, net $ 5,348 5,440 $ 4,985 5,527 $ 10,014 15,443 $ 9,874 15,398

Naming rights and sponsorship agreement fees 10,300 — 10,300 —

Legal fees 150 150 300 300 450 450

Other expenses 123 95 634 1,357

Total related party net payments $ 16,013 $ 5,772 $ 26,827 $ 17,205

The Company made payments of $ 0.2 million and $ 0.3 0.2 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the three months ended June September 30, 2026 and 2025, respectively. Additionally, the Company made payments of $ 0.4 0.6 million and $ 0.5 0.7 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the six nine months ended June September 30, 2026 and 2025, respectively.

UWM entered into a $ 500.0 million unsecured Revolving Credit Facility with SFS Corp. as the lender during the third quarter of 2022. No amounts were outstanding under this facility as of June September 30, 2026 or December 31, 2025. Refer to Note 7 - Other Borrowings Also for further details. See also Note 18 11 - Redeemable Preferred Stock and Warrants and Note 19 - Subsequent Events for further details on related party regarding additional transactions between the Company and its CEO and entities controlled by its CEO.

Note 16: INCOME TAXES 3 changes

For the three months ended June September 30, 2026 and 2025, the Company's effective tax rate was 4.44 4.98 % and 4.53 4.59 %, respectively. For the six nine months ended June September 30, 2026 and 2025, the Company's effective tax rate was 4.70 3.85 % and 1.68 2.13 %. The variations between the Company's effective tax rate and the U.S. statutory rate are primarily due to the portion of the Company's earnings attributable to non-controlling interest.

1 unchanged paragraph

For the three months ended June September 30, 2026, Exchange Transactions resulted in a net increase in the Company's deferred tax asset related to its investment in Holdings LLC in the amount of $ 19.1 million (consisting of increased tax basis and other temporary differences resulting from the tax rules applicable to no Exchange Transactions and which are subject to the TRA, of $ 35.8 million, net of temporary differences resulting from the Company's increased ownership in Holdings LLC, and which are not subject to the TRA, of $( 16.7 ) million), and an increase in the TRA liability in the amount of $ 30.4 million. took place. For the six nine months ended June September 30, 2026, Exchange Transactions resulted in a net increase in the Company's deferred tax asset related to its investment in Holdings LLC in the amount of $ 51.8 million (consisting of increased tax basis and other temporary differences resulting from tax rules applicable to Exchange Transactions, and which are subject to the TRA, of $ 94.8 million, net of temporary differences resulting from the Company's increased ownership in Holdings LLC, and which are not subject to the TRA of $( 43.0 ) million), and an increase in the TRA liability in the amount of $ 80.6 million. The offsetting amounts were recorded as adjustments to equity.

For the three months ended June September 30, 2025, Exchange Transactions resulted in a net increase in the Company's deferred tax asset related to its investment in Holdings LLC in the amount of $ 3.6 20.6 million (consisting of increased tax basis and other temporary differences resulting from the tax rules applicable to Exchange Transactions, and which are subject to the TRA, of $ 5.8 33.7 million, net of temporary differences resulting from the Company's increased ownership in Holdings LLC, and which are not subject to the TRA of $( 2.2 13.1 ) million), and an increase in the TRA liability in the amount of $ 5.0 28.6 million. For the six nine months ended June September 30, 2025, Exchange Transactions resulted in a net increase in the Company's deferred tax asset related to its investment in Holdings LLC in the amount of $ 36.4 57.0 million (consisting of increased tax basis and other temporary differences resulting from the tax rules applicable to Exchange Transactions, and which are subject to the TRA of $ 59.9 93.6 million, net of temporary differences resulting from the Company's increased ownership in Holdings LLC, and which are not subject to the TRA of $( 23.5 36.6 ) million), and an increase in the TRA liability in the amount of $ 50.9 79.5 million. The offsetting amounts were recorded as adjustments to equity.

Note 17: STOCK-BASED COMPENSATION 19 changes

The following is a summary of RSU activity for the three and six nine months ended June September 30, 2026 and 2025 :

For the three months ended June September 30,

1 unchanged paragraph

Unvested - beginning of period 34,733,111 $ 5.25 21,349,692 $ 6.55

Vested ( 5,067,162 ) 4.53 ( 702,621 ) 6.02

Forfeited ( 1,054,659 ) 4.78 ( 596,135 ) 5.97

For the six months ended June 30,

Unvested - end beginning of period 29,307,058 $ 5.33 26,719,022 $ 5.93

Vested ( 2,855,176 ) 3.96 ( 513,095 ) 4.00

Forfeited ( 1,763,516 ) 4.55 ( 703,832 ) 5.12

Unvested - end of period 26,961,704 $ 5.21 32,270,510 $ 5.48

For the nine months ended September 30,

2 unchanged paragraphs

Vested ( 5,603,146 ) 4.67 ( 1,047,578 ) 6.26

Forfeited ( 2,206,074 ) 4.91 ( 1,044,754 ) 6.12

Unvested - end of period 29,307,058 $ 5.33 26,719,022 $ 5.93

Vested ( 8,458,322 ) 4.43 ( 1,560,673 ) 5.52

Forfeited ( 3,969,590 ) 4.75 ( 1,748,586 ) 5.72

Unvested - end of period 26,961,704 $ 5.21 32,270,510 $ 5.48

1 The RSUs granted during the three and six nine months ended June September 30, 2026 had vesting terms ranging from immediate to 4 6 years from the grant date.

Stock-based compensation expense recognized for the three months ended June September 30, 2026 and 2025 was $ 12.5 10.2 million and $ 11.6 14.8 million, respectively. Stock-based compensation expense recognized for the six nine months ended June September 30, 2026 and 2025 was $ 25.7 35.8 million and $ 19.9 34.7 million, respectively. As of June September 30, 2026, there was $ 100.0 84.1 million of unrecognized compensation expense related to the grant date fair value of unvested awards which is expected to be recognized over a weighted average period of 3.32 3.21 years.

Note 18: EARNINGS PER SHARE 21 changes

Net income (loss) attributable to UWMC

Net income (loss) attributable to Class A common shareholders - diluted ( 80,594 ) 22,909 ( 55,293 ) 54,129

Weighted average shares of Class A common stock outstanding - basic 337,525,247 202,133,122 314,949,163 183,221,635

Weighted average shares of Class A common stock outstanding - diluted 337,525,247 202,133,122 314,949,163 1,598,706,211

The Company has two classes of economic shares common stock authorized - Class A and Class B common stock. The Company applies the two-class method for calculating earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates available undistributed earnings equally on a per share basis between Class A and Class B common stock. According to Under the Company's certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate equally in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the Board of Directors. RSUs awarded as part of the Company's stock compensation plan are included in weighted-average Class A shares outstanding in the calculation of basic earnings per share once the RSUs are vested and shares are issued.

Basic earnings per share of Class A common stock and Class B common stock is computed by dividing net income attributable available to UWM Holdings Corporation common stockholders by the weighted-average number of shares of Class A common stock and Class B common stock outstanding during the period. Diluted earnings per share of Class A common stock and Class B common stock is computed by dividing net income available to common stockholders, adjusted for the effects of potentially dilutive securities, by the weighted-average number of shares of Class A common stock and Class B common stock outstanding, adjusted to give effect to potentially dilutive securities. See Note 11 , Non-Controlling Interest for a description of the Paired Interests. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - for additional information related to the Company's capital structure.

Net income available to Class A common stockholders is adjusted for dividends on the Series A-1 and A-2 Preferred Stock. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - for additional information related to the Company's capital structure. Refer to Note 11 - Redeemable Preferred Stock and Warrants for additional information regarding the Series A Preferred Stock and Class A and Class B warrants (see below), and Note 12 - Non-Controlling Interest for a description of the Paired Interests.

There was no Class B common stock outstanding as of June September 30, 2026 or June September 30, 2025.

The following table sets forth the calculation of basic and diluted earnings per share for the periods ended June September 30, 2026 and 2025 (in thousands, except shares and per share amounts):

For the three months ended June September 30, For the six nine months ended June September 30,

Less: net income (loss) attributable to non-controlling interest 157,048 13,350 ( 69,187 ) 71,571

Net income (loss) attributable to UWM Holdings Corporation 55,522 ( 1,262 ) 229 7,968

Less: Preferred stock dividends 26,125 — 26,125 —

Net income (loss) attributable available to Class A common shareholders 29,397 ( 1,262 ) ( 25,896 ) 7,968

Net income (loss) available to Class A common shareholders $ 29,397 $ ( 1,262 ) $ ( 25,896 ) $ 7,968

Net income (loss) available to Class A common shareholders - diluted 29,397 ( 1,262 ) ( 25,896 ) 63,750

Weighted average shares of Class A common stock outstanding - basic 343,280,299 221,354,499 324,496,652 196,072,271

Weighted average shares of Class A common stock outstanding - diluted 343,280,299 221,354,499 324,496,652 1,598,953,257

1 unchanged paragraph

Earnings (loss) per share of Class A common stock outstanding - diluted ( 0.24 ) 0.11 ( 0.18 ) 0.03

For purposes of calculating diluted earnings per share, it was assumed that the outstanding shares of Class D common stock were exchanged for Class B common stock and converted to Class A common stock under the if-converted method, and it was determined that the conversion would be anti-dilutive for all periods except the six nine months ended June September 30, 2025. Under the if-converted method, all of the Company's net income for the applicable periods is attributable to Class A common shareholders. The net income of the Company under the if-converted method is calculated including an estimated income tax provision which is determined using a blended statutory effective tax rate.

Prior to their expiration on January 21, 2026, The Public Class A and Private Class B warrants, which were not issued on August 5, 2026, have been considered in the money and the triggering events for calculation of diluted earnings per share from the issuance of earn-out shares were not met. Therefore, date using the treasury stock method. These potentially dilutive securities warrants were excluded from the computation calculation of diluted earnings per share during for the applicable periods. three and nine months ended September 30, 2026 because their effect would have been anti-dilutive . Unvested RSUs have been considered in the calculations calculation of diluted earnings per share for all applicable periods using the treasury stock method and the impact was either anti-dilutive or immaterial.

Note 19: SUBSEQUENT EVENTS 7 changes

On August 5, 2026, the Company closed a strategic capital transaction with affiliates of Oaktree Capital Management ("Oaktree") and entities affiliated with the Company's Chairman, President, and CEO, including SFS Corp. and SFS Group Capital, LLC ("SFS Group"). Pursuant to the transaction, the Company will receive aggregate gross proceeds of $ 1.65 billion, (the "Preferred Offering") consisting of (i) $ 1.5 billion invested by Oaktree in exchange for 1.5 million shares of Series A-1 Preferred Stock, warrants to purchase 150 million shares of the Company's Class A common stock at a strike price of $ 2.00 per share, and warrants to purchase 150 million shares of the Company's Class A common stock at a strike price of $ 6.00 per share, and (ii) $ 150.0 million invested by SFS Group in exchange for 150,000 shares of Series A-2 Preferred Stock, warrants to purchase an aggregate of 15 million shares of the Company's Class A common stock at a strike price of $ 2.00 per share, and warrants to purchase 15 million shares of the Company's Class A common stock at a strike price of $ 6.00 per share. The Series A-1 Preferred Stock and the Series A-2 Preferred Stock each had an original issue price of $ 1,000 per share and accrues cumulative dividends at a rate of 10.0 % per annum when paid in cash or 13.0 % per annum when dividends are not paid in cash and instead increase the stated value of the preferred stock. The Certificate of Designation which created preferred stock also includes specified redemption, governance and investor protection rights for the benefit of the holders of the Series A-1 Preferred. The Series A-1 Preferred Stock and the Series A-2 Preferred Stock provide similar rights, except that the Series A-2 Preferred is subordinate to the Series A-1 Preferred with respect to dividends and distributions in certain circumstances, and the Series A-2 Preferred does not provide holders with governance protections or additional protective provisions. In connection with the issuance of the preferred stock, the Company also entered into an investor rights agreement with Oaktree that provided Oaktree with additional governance provisions for so long as they held the Minimum Threshold of Series A-1 Preferred (as defined in the Certificate of Designation), including the ability to appoint two members of the Company's Board of Directors (one of which must be independent).

In connection with the Preferred Offering, the Company also announced its intention to launch a $ 400 million rights offering to Class A shareholders, with the support of Oaktree and the Ishbia Family, if needed. The rights offering will have a record date of October 2, 2026 (the "Record Date") and is expected to commence on October 5, 2026 and expire at 5:00 p.m. Eastern Time on November 12, 2026. Each holder of Class A Common Stock as of the Record Date will receive one subscription right for each share of Class A Common Stock owned (each, a "Right"). Each Right will entitle the holder to purchase its pro rata portion of the 200 million shares of Class A Common Stock offered at a 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 consecutive trading days commencing on October 27, 2026 and ending on November 9, 2026.

As this financing transaction closed subsequent to June 30, 2026, the effects of the transaction have not been reflected in the accompanying condensed consolidated financial statements.

In October 2026, the Company commenced a rights offering to holders of its Class A common stock, intended to raise gross proceeds of up to $ 400 million. Holders of record as of October 2, 2026 received transferable subscription rights to purchase shares of Class A common stock at a subscription price equal to the greater of $ 2.00 per share and 85 % of the ten trading day volume weighted average price of the Company's Class A common stock ending on the third trading day immediately prior to the expiration of the rights offering. The rights offering is scheduled to expire on November 12, 2026, unless extended.

Pursuant to the support and backstop agreement entered into on August 5, 2026 (the "Backstop Agreement") in conjunction with the Securities Purchase Agreement, to the extent the rights offering does not generate $ 400 million of gross proceeds, certain funds affiliated with Oaktree have the option, and SFS Group and the Company's Chairman, President, and CEO (the "Ishbia Support Parties") have the obligation, to purchase securities for the unfunded amount such that aggregate gross proceeds from the rights offering and the backstop purchases would be at least $ 400 million. Under the Backstop

Agreement, the purchasers have the option of fulfilling their backstop purchase through either (x) shares of Class A Common Stock, at the same price as was available in the Rights Offering or (y) junior perpetual non-convertible preferred stock which is similar to the Series A-2 Preferred Stock, except that it is further subordinated to the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, and an equal amount of Class A Warrants and Class B Warrants for aggregate number of warrants equal to 20% of principal amount of such preferred stock.

Subsequent to September 30, 2026 , the Company sold MSRs on loans with a total UPB of approximately $ 21.0 billion for proceeds of approximately $ 383.4 million, and sold excess servicing cash flows on certain agency loans with a total UPB of approximately $ 27.8 billion for proceeds of approximately $ 306.5 million. In addition, the Company entered into agreements to sell MSRs on loans with a total UPB of approximately $ 54.9 billion for proceeds of approximately $ 1.1 billion, which transactions are expected to close before December 31, 2026. The final UPB and proceeds will vary based on loan payments, payoffs and other loan related activity, as well as interest rate movements through the respective closing dates of these transactions.

MD&A 311 changes

1 unchanged paragraph

We are the largest overall residential mortgage lender in the U.S., by closed loan volume, despite originating mortgage loans exclusively through the wholesale channel. For t he last eleven years, including the year ended December 31, 2025 , we have also been the largest wholesale mortgage lender in the U.S. by closed loan volume. With a culture of continuous innovation of technology and enhanced client experience, we lead our market by building upon our proprietary and exclusively licensed technology platforms, superior service and focused partnership with the Independent Mortgage Broker community. We originate primarily conforming and government loans across all 50 states and the District of Columbia.

Our mortgage origination business derives revenue from originating, processing and underwriting primarily GSE conforming mortgage loans, along with FHA, USDA and VA mortgage loans, which are subsequently pooled and sold in the secondary market. For both the three and six nine months ended June September 30, 2026, 91% and 93%, respectively, of the loans we originated were sold to Fannie Mae or Freddie Mac, or were transferred to Ginnie Mae pools in the secondary market, while the remainder primarily include non-agency jumbo loans that are ( underwritten to the same "Qualified Mortgage" underwriting standards and have a similar risk profile but are sold to third party investors primarily due to loan size), construction loans, and non-qualified mortgage products, including home equity loans and lines of credit (which in many instances are second liens) .

17 unchanged paragraphs

Three and Six Nine Months Ended June September 30, 2026 and 2025 Summary

For the six three months ended June September 30, 2026, we originated $84.6 $33.4 billion in loans, which was an increase a decrease of $12.6 $8.3 billion, or 17.4%, 20.0%, from the $72.1 $41.7 billion of originations during the six three months ended June September 30, 2025. We reported net loss income of $281.5 $212.6 million for the six three months ended June September 30, 2026, which was a decrease an increase of $349.0 $200.5 million, compared to net income of $67.5 $12.1 million for the six three months ended June September 30, 2025. Adjusted EBITDA for the six three months ended June September 30, 2026 was $346.8 $178.3 million as compared to $253.5 $211.1 million for the six three months ended June September 30, 2025. Refer to the " Non-GAAP Financial Measures " section below for a detailed discussion of how we define and calculate Adjusted EBITDA.

For the three nine months ended June September 30, 2026, we originated $39.7 $118.1 billion in loans, which remained essentially flat with was an increase of $4.2 billion, or 3.7%, from the $39.7 $113.8 billion of originations during the three nine months ended June September 30, 2025. We reported a net loss of $451.9 $69.0 million for the three nine months ended June September 30, 2026, which was an a decrease of $766.4 $148.5 million, compared to net income of $314.5 $79.5 million for the three nine months ended June September 30, 2025. Adjusted EBITDA for the three nine months ended June September 30, 2026 was $185.9 $525.0 million as compared to $195.7 $464.6 million for the three nine months ended June September 30, 2025. Refer to the " Non-GAAP Financial Measures " section below for a detailed discussion of how we define and calculate Adjusted EBITDA.

5 unchanged paragraphs

Net income (loss) $ (451,902) $ 314,479 $ (281,528) $ 67,451

Interest expense on non-funding debt 86,810 50,775 157,537 100,855

Provision (benefit) for income taxes (21,019) 14,939 (13,893) 1,151

Depreciation and amortization 14,655 12,200 29,040 23,540

Stock-based compensation expense 12,494 11,729 25,656 20,039

For the three months ended June September 30, For the six nine months ended June September 30, ($ in thousands) 2026 2025 2026 2025

Net income (loss) $ 212,570 $ 12,088 $ (68,958) $ 79,539

Interest expense on non-funding debt 84,981 51,828 242,518 152,683

Provision (benefit) for income taxes 11,131 582 (2,762) 1,733

Depreciation and amortization 14,611 12,747 43,651 36,287

Stock-based compensation expense 10,188 14,732 35,844 34,771

1 unchanged paragraph

(Gain) loss on other interest rate derivatives 603,191 (208,904) 741,389 (208,904)

5 unchanged paragraphs

Adjusted EBITDA $ 185,879 $ 195,683 $ 346,787 $ 253,485

Adjusted EBITDA $ 178,261 $ 211,073 $ 525,048 $ 464,558

3 unchanged paragraphs

(4) Reflects the non-cash (income) expense impact of the change in the Tax Receivable Agreement liability. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies to the condensed consolidated financial state ments for additional information related to the Tax Receivable Agreement. See Note 15 16 – Income Taxes for further information.

2 unchanged paragraphs

Loan production income $ 527,217 $ 447,882 $ 1,081,789 $ 752,633

Loan servicing income 220,503 178,813 433,882 369,330

Interest income 140,283 132,005 273,759 250,107

Total revenue 888,003 758,700 1,789,430 1,372,070

In connection with the finalization of the Company's quarter-end financial reporting processes, the Company corrected the adjusted tax provision that was used in the calculation of the non-GAAP metric "Adjusted net income available to Class A Common Shareholders" and "Adjusted diluted earnings per share" amounts for the quarter ended September 30, 2026 previously reported in its earnings release dated November 4, 2026. The Company's net income does not reflect the income tax provision that would otherwise be reflected if 100% of the economic interest in UWM was owned by the Company. Therefore, for comparison purposes, the Company provides the non-GAAP metric "Adjusted net income available to Class A common shareholders," which is our pre-tax income together with an adjusted income tax provision, which is calculated as the provision for income taxes plus the tax effects of net income attributable to non-controlling interest determined using a blended statutory effective tax rate, less preferred stock dividends. "Adjusted diluted earnings per share" is defined as "Adjusted net income available to Class A common shareholders" divided by the weighted average number of shares of Class A common stock outstanding for the applicable period, assuming the exchange and conversion of all outstanding Class D common stock for Class A common stock, and is calculated and presented for periods in which the assumed exchange and conversion of Class D common stock to Class A common stock is anti-dilutive to EPS. Management believes that these non-GAAP metrics provide useful information to investors based on our Up-C structure, however, these measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income or diluted earnings per share calculated in accordance with GAAP.

The following is the corrected reconciliation of these non-GAAP measures for the quarter ended September 30, 2026:

Adjusted net income available to Class A Common Shareholders Q3 2026

Earnings before income taxes $ 223,701

Adjusted income tax provision (47,172)

Preferred stock dividends (26,125)

Adjusted net income available to Class A Common Shareholders $ 150,404

Adjusted diluted earnings per share Q3 2026

Diluted weighted average Class A Common shares outstanding 343,280,299

Assumed pro forma conversion of Class D shares (1)

Adjusted diluted weighted average shares outstanding (1)

Adjusted net income available to Class A Common Shareholders $ 150,404

Adjusted diluted earnings per share 0.09

(1) Reflects the pro forma exchange and conversion of antidilutive Class D common stock to Class A common stock

Results of Operations for the Three and Nine Months Ended June September 30, 2026 and 2025

For the three months ended June September 30, For the six nine months ended June September 30, ($ in thousands) 2026 2025 2026 2025

Loan production income $ 414,976 $ 542,144 $ 1,496,765 $ 1,294,777

Loan servicing income 246,621 169,019 680,503 538,349

Interest income 149,496 132,089 423,255 382,196

Total revenue 811,093 843,252 2,600,523 2,215,322

1 unchanged paragraph

Change in fair value of mortgage servicing rights (122,683) (111,421) (133,018) (500,006) 470,324 (307,825) 337,306 (807,831)

2 unchanged paragraphs

Salaries, commissions and benefits 213,044 211,461 437,598 404,261

Direct loan production costs 72,161 46,330 132,666 89,457

Marketing, travel, and entertainment 35,588 26,379 66,466 48,569

Depreciation and amortization 14,655 12,200 29,040 23,540

General and administrative 89,748 59,999 148,782 128,147

Servicing costs 49,745 35,083 92,812 65,517

Interest expense 158,939 133,467 299,704 253,877

Salaries, commissions and benefits 197,683 222,760 635,281 627,021

Direct loan production costs 52,571 64,213 185,237 153,670

Marketing, travel, and entertainment 32,545 23,410 99,011 71,979

Depreciation and amortization 14,611 12,747 43,651 36,287

General and administrative 74,067 62,243 222,849 190,390

Servicing costs 34,062 33,928 126,874 99,445

Interest expense 164,816 132,084 464,520 385,961

1 unchanged paragraph

Total expenses 635,050 526,765 1,210,444 1,012,366

Total expenses 576,179 550,570 1,786,623 1,562,936

2 unchanged paragraphs

Net income (loss) attributable to non-controlling interest (371,308) 291,570 (226,235) 58,221

Less: Net income (loss) attributable to non-controlling interest 157,048 13,350 (69,187) 71,571

1 unchanged paragraph

Less: Preferred stock dividends 26,125 — 26,125 —

Net income (loss) available to Class A common shareholders $ 29,397 $ (1,262) $ (25,896) $ 7,968

2 unchanged paragraphs

Loan Production Data: For the three months ended June September 30, For the six nine months ended June September 30, ($ in thousands) 2026 2025 2026 2025

1 unchanged paragraph

Conventional $ 13,209,888 $ 16,825,147 $ 23,808,739 $ 30,004,615

Government 8,721,020 8,358,290 15,343,477 15,031,789

Total purchase $ 23,772,593 $ 27,299,401 $ 42,437,427 $ 49,046,438

Conventional $ 6,011,927 $ 5,082,559 $ 18,125,526 $ 9,421,886

Government 8,401,321 5,688,192 20,669,778 10,387,486

Total refinance 15,929,671 12,445,113 42,208,993 23,049,852

Total loan origination volume $ 39,702,264 $ 39,744,514 $ 84,646,420 $ 72,096,290

Average loan amount $ 385 $ 380 $ 393 $ 383

Weighted average note rate 6.15 % 6.56 % 6.00 % 6.58 %

Conventional $ 12,831,815 $ 14,677,985 $ 36,640,554 $ 44,682,599

Government 8,439,245 8,411,136 23,782,722 23,442,925

Total purchase $ 22,768,138 $ 25,213,483 $ 65,205,991 $ 74,259,920

Conventional $ 3,542,927 $ 7,193,198 $ 21,668,453 $ 16,615,084

Government 5,402,491 7,302,600 26,072,268 17,690,086

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and 231 more changes in the filing

Forward-looking statements 16 changes

4 unchanged paragraphs

• the impact of interest rate risks on our business and results of operations, including expected subscriptions and proceeds;

1 unchanged paragraph

• the completion of our rights offering;

11 unchanged paragraphs

• the opportunity our ability to sell our MSRs and excess servicing;

4 unchanged paragraphs

These forward-looking statements involve estimates and assumptions which that may be affected by risks and uncertainties in our business, as well as other external factors, which could cause future and actual results to materially could differ materially from those expressed or implied in any forward-looking statement as a result of a number of factors, including: the following risks:

1 unchanged paragraph

• our reliance on our warehouse and other short-term financing facilities to fund mortgage loans and otherwise operate our business, leveraging our use of assets leverage under these facilities and the risk of that a decrease in the value of the collateral underlying certain of our these facilities causing could result in an unanticipated margin call;

1 unchanged paragraph

• the impact of actions taken by the Presidential Administration, including actions that could adversely impact affect inflation, interest rates, consumer discretionary income and confidence and home building starts, which could adversely affect our loan origination volume and profitability;

• our ability to sell loans in the secondary market, including to government sponsored government-sponsored enterprises ("GSEs"), and to securitize our loans into mortgage-backed securities through the GSEs and Ginnie Mae, and our ability to sell MSRs in the bulk MSR secondary market;

2 unchanged paragraphs

• our ability to comply with all applicable rules and regulations in connection with the launch of our internal servicing operations and the risks associated with the transition of servicing operations in-house;

• our dependence on licensed residential mortgage loan officers or entities, including brokers that arrange for the funding of mortgage loans, or banks, credit unions or other entities that use their own funds or warehouse facilities to fund mortgage loans but in any case do not underwrite or otherwise make the credit decision with regard respect to such mortgage loans, to originate mortgage loans, as well as and changes in banking regulations and capital requirements which that may impact the availability of warehouse financing or otherwise affect liquidity in the residential mortgage industry;

• our inability to continue to grow or to effectively manage the growth of our loan origination volume;

2 unchanged paragraphs

• our reliance on third-party software and services in our operations;

• our reliance on third-party sub-servicers to service our mortgage loans or our mortgage servicing rights; MSRs;

3 unchanged paragraphs

• the loss of key management;

1 unchanged paragraph

2 unchanged paragraphs

and 3 more changes in the filing

Market risk 22 changes

2 unchanged paragraphs

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and 22 more changes in the filing

Controls and procedures 2 changes

2 unchanged paragraphs

1 unchanged paragraph

and 2 more changes in the filing

Legal proceedings 11 changes

2 unchanged paragraphs

and 11 more changes in the filing

Risk factors 11 changes

and 11 more changes in the filing

Other information 2 changes

1 unchanged paragraph

and 2 more changes in the filing

Exhibits 12 changes

12 unchanged paragraphs

2 unchanged paragraphs

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and 12 more changes in the filing

Unchanged: Notes to the financial statements

Only in this filing: Note 11: REDEEMABLE PREFERRED STOCK AND WARRANTS

Compared by code from the two filings' text and XBRL. Not advice.

The reading, claim by claim

  1. The balance sheet shows total assets of $18.8 billion as of September 30, 2026, compared to $16.9 billion as of December 31, 2025.
  2. The company reported revenue of $811.1 million for the quarter ended September 30, 2026, with net income of $55.5 million.
  3. The filing also includes details on the company's liabilities, redeemable preferred stock, and equity.
  4. The filing also includes information on the company's common stock and preferred stock.
  5. The company's net income attributable to UWM Holdings Corporation was $7.968 million for the same period.
  6. The filing also includes details on the company's earnings per share and weighted average shares outstanding.

6 of 7 claims matched the filing text.

Not found in the filing text

  • The filing includes condensed consolidated balance sheets, statements of operations, and changes in equity.

From the filing's financial data, not stated in its text

From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026

  • Net margin was 6.8%, and revenue decreased by 3.8% compared to the same period a year earlier.

From the filing

Item 1. Financial Statements

UWM HOLDINGS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share amounts) Assets (Unaudited)
September 30, 2026December 31, 2025
Cash and cash equivalents (includes restricted cash of $25.6 million and $21.0 million, respectively)$420,420$503,364
Mortgage loans at fair value8,634,5599,932,729
Derivative assets292,84037,567
Investment securities at fair value, pledged88,152100,512
Accounts receivable, net726,566526,694
Mortgage servicing rights6,527,1594,073,781
Premises and equipment, net173,134180,199
Operating lease right-of-use asset (includes $88.7 million and $93.4 million, respectively, with related parties)89,21394,310
Finance lease right-of-use asset, net (includes $19.1 million and $20.7 million, respectively, with related parties)19,55021,247
Loans eligible for repurchase from Ginnie Mae1,477,3711,133,359
Other assets361,597324,914
Total assets1$18,810,5611$16,928,6761
Liabilities, redeemable preferred stock and equity3
Warehouse lines of credit$7,650,963$8,912,496
Derivative liabilities256,60826,574
Secured lines of credit2,290,0001,200,000
Borrowings against investment securities80,67787,497
Accounts payable, accrued expenses and other1,107,101707,790
Accrued distributions and dividends payable26,125161,292
Senior notes2,985,5052,981,975
Operating lease liability (includes $94.7 million and $99.7 million, respectively, with related parties)95,228100,596
Finance lease liability (includes $21.5 million and $22.9 million, respectively, with related parties)21,92223,468
Loans eligible for repurchase from Ginnie Mae1,477,3711,133,359
Total liabilities15,991,50015,335,047
Redeemable Preferred Stock
Series A-1 preferred stock, $0.0001 par value; 1,500,000 shares issued and outstanding (current redemption value of $2,100,000)1,363,772—
Series A-2 preferred stock, $0.0001 par value; 150,000 shares issued and outstanding (current redemption value of $210,000)136,378—
Total redeemable preferred stock1,500,150—

Equity

Preferred stock, $ 0.0001 par value - 98,350,000 and 100,000,000 shares authorized as of September 30, 2026 and December 31, 2025, respectively; none issued and outstanding as of either date.

— —

Class A common stock, $0.0001 par value4 - 4,000,000,000 shares authorized, 345,098,878 and 268,415,480 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively3527
Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of September 30, 2026 or December 31, 2025——
Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of September 30, 2026 or December 31, 2025——
Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized, 1,261,862,603 and 1,331,482,620 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively126133
Additional paid-in capital46,4389,910
Retained earnings150,021189,447
Non-controlling interest1,122,2911,394,112
Total equity1,318,9111,593,629
Total liabilities, redeemable preferred stock and equity$18,810,561$16,928,676

See accompanying Notes to the Condensed Consolidated Financial Statements.

UWM HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except shares and per share amounts) (Unaudited)
For the three months ended September 30, For the nine months ended September 30,
2026202520262025
Revenue
Loan production income$414,976$542,144$1,496,765$1,294,777
Loan servicing income246,621169,019680,503538,349
Interest income149,496132,089423,255382,196
Total revenue2811,0932843,2522,600,5232,215,322
Other gains (losses)
Change in fair value of mortgage servicing rights470,324(307,825)337,306(807,831)
Gain (loss) on other interest rate derivatives(481,537)27,813(1,222,926)236,717
Other gains (losses), net(11,213)(280,012)(885,620)(571,114)
Expenses
Salaries, commissions, and benefits197,683222,760635,281627,021
Direct loan production costs52,57164,213185,237153,670
Marketing, travel, and entertainment32,54523,41099,01171,979
Depreciation and amortization14,61112,74743,65136,287
General and administrative74,06762,243222,849190,390
Servicing costs34,06233,928126,87499,445
Interest expense164,816132,084464,520385,961
Other expense (income)5,824(815)9,200(1,817)
Total expenses576,179550,5701,786,6231,562,936
Earnings (loss) before income taxes223,70112,670(71,720)81,272
Provision (benefit) for income taxes11,131582(2,762)1,733
Net income (loss)212,57012,088(68,958)79,539
Less: Net income (loss) attributable to non-controlling interest157,04813,350(69,187)71,571
Net income (loss) attributable to UWM Holdings Corporation555,5225(1,262)2297,9685
Less: Preferred stock dividends26,125—26,125—
Net income (loss) available to Class A common shareholders$29,397$(1,262)$(25,896)$7,968
Earnings (loss) per share of Class A common stock6 (see Note 18):
Basic$0.09$(0.01)$(0.08)$0.04
Diluted$0.09$(0.01)$(0.08)$0.04
Weighted average shares outstanding:
Basic343,280,299221,354,499324,496,652196,072,271
Diluted343,280,299221,354,499324,496,6521,598,953,257

See accompanying Notes to the Condensed Consolidated Financial Statements.

UWM HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except shares and per share amounts) (Unaudited)
Class A Common Stock Shares Class A Common Stock Amount Class D Common Stock Shares Class D Common Stock Amount Additional
Paid-in Capital Retained
Earnings Non-controlling Interest Total
Balance, January 1, 2025157,940,987$161,440,332,098$144$3,523$157,837$1,892,328$2,053,848
Net loss—————(13,679)(233,349)(247,028)

Class A commo

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Data on this page was fetched . The filing on SEC.gov is the record.