UWM Holdings Corp (0001783398) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 23, 2026

UWM Holdings Corporation

(Exact Name of Registrant as Specified in Charter)

(800) 981-8898

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition.

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

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

Item 8.01 Other Events.

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

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

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

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

Date: October 23, 2026