Uwm Holdings Corporation
One of the largest residential mortgage lenders in the United States, UWM Holdings is the parent company of United Wholesale Mortgage. Instead of lending directly to homebuyers, it works behind the scenes—underwriting and funding home loans originated by independent mortgage brokers, small banks, and credit unions. Founded in 1986 by attorney Jeff Ishbia as Shore Mortgage in Michigan, the company later renamed itself United Wholesale Mortgage to reflect its all-wholesale focus. Fun fact: current CEO Mat Ishbia, who took over from his father in 2013 and now owns the Phoenix Suns, won an NCAA national championship as a walk-on point guard for Michigan State.
Item 4 of the Schedule 13D is hereby amended by the addition of the following: The information contained above in Item 3 of this Amendment is incorporated herein by reference. Backstop Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Mat Ishbia, and SFS Capital (together with Mat Ishbia, the "Ishbia Support Parties"), and the Oaktree Purchasers entered into the Support and Backstop Purchase Agreement (the "Backstop Agreement"), pursuant to which the Issuer has agreed to raise cash proceeds of at least $400,000,000 from the sale of 200,000,000 shares of Class A Stock through a registered rights offering by the Issuer (the "Rights Offering"). Pursuant to the Backstop Agreement, the Rights Offering will have a record date of October 2, 2026, is expected to commence on October 5, 2026, and expire at 5:00 p.m. Eastern Time on November 12, 2026, and will provide the Issuer's stockholders with the right to acquire 200,000,000 shares of Class A Stock at a price equal to the greater of $2.00 per share or 85% of the 10-day VWAP ending on the third trading day immediately prior to the expiration of the Rights Offering. To the extent that the Issuer does not raise at least $400 million in the Rights Offering (such deficit the "Unfunded Amount"), (i) the Oaktree Purchasers shall have the right, exercisable in their sole and absolute discretion, to purchase securities from the Issuer up to the Unfunded Amount, and (ii) to the extent that there is any Unfunded Amount after any Oaktree Purchaser purchases securities from the Issuer up to the Unfunded Amount, the Ishbia Support Parties have committed to purchase securities from the Issuer for such remaining Unfunded Amount. Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from the Issuer through either (at their election) (x) shares of Class A Stock, at the same price as was available in the Rights Offering or (y) junior perpetual non-convertible preferred stock with terms substanially similar to the terms of 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, with respsect to this clause (y) only, 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. The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which is filed as Exhibit 99.6 to this Amendment and is incorporated herein by reference. Investor Rights Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, UWM Holdings, LLC ("Holdings LLC"), the Oaktree Purchasers and SFS Capital entered into an Investor Rights Agreement (the "Investor Rights Agreement"), pursuant to which, among other things, the Oaktree Purchasers, but not SFS Capital, are provided certain governance rights. The Investor Rights Agreement also includes the Issuer's agreement to file a registration statement within 45 days following the date thereof registering the resale of the Warrants and the shares of Class A Stock issuable upon exercise of such Warrants. SFS Capital also has certain demand and piggyback registration rights with respect to the shares of Series A-2 Preferred Stock and Warrants acquired pursuant to the Securities Purchase Agreement, the Warrant Agreements or the Backstop Agreement. The Investor Rights Agreement also restricts SFS Capital from transferring any shares of Series A-2 Preferred Stock held by it during the term of the Support Agreement (as defined below) or to competitors of the Issuer. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is filed as Exhibit 99.7 to this Amendment and is incorporated herein by reference. Support Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Holdings LLC, the Reporting Persons and the Oaktree Purchasers entered into a Support Agreement (the "Support Agreement"). Pursuant to the Support Agreement, until the Oaktree Purchasers own less than 25% of the Series A-1 Preferred Stock acquired pursuant to the Securities Purchase Agreement (the "Restricted Period"), the Reporting Persons are restricted from transferring their shares of Series A-2 Preferred Stock held by them to any person other than a Reporting Person. In addition, upon the occurrence of earlier of Special Event of Noncompliance (as defined in the Series A-1 Certificate of Designation) or the seventh anniversary of the original issue date (upon commencement, the "Liquidity Period"), the Reporting Persons agreed to cooperate with, and support, any transaction (which may include a securities issuance, asset sale, recapitalization, or other financing transaction) designed to provide liquidity to the holders of the Series A-1 Preferred Stock (a "Liquidity Transaction") which is approved by the Oaktree Purchasers. In addition, during the Restricted Period, the Reporting Persons agreed to certain covenants for the benefit of the Oaktree Purchasers, including covenants not to solicit or hire certain employees of the Issuer and its subsidiaries, not to compete with the Issuer's business within the United States, to maintain the confidentiality of the Issuer's information, and not to disparage the Issuer or its subsidiaries, the Oaktree Purchasers or their respective affiliates. Upon the commencement of a Liquidity Period, the Reporting Persons irrevocably grants to and appoints the Oaktree Purchasers or their designee as their proxy and attorney-in-fact to (x) vote the applicable equity interests held by such Reporting Person, and (y) grant a consent or approval in respect of such equity interests in connection with any meeting of the equityholders or any action by written consent in lieu of a meeting of the equityholders with respect to a Liquidity Transaction. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 99.8 to this Amendment and is incorporated herein by reference. Tax Receivable Amendment In connection with the closing of the Financing, on August 5, 2026, the Issuer and SFS Corp. amended and restated (the "TRA Amendment") the Tax Receivable Agreement, dated January 21, 2021 (as amended, the "Tax Receivable Agreement"). Pursuant to the TRA Amendment, the Tax Receivable Agreement was amended and restated to (i) replace LIBOR with a term SOFR-based rate as the reference rate, (ii) carve out the Company's ownership of the Preferred Units from the Hypothetical Tax Liability and the actual tax liability calculations, and (iii) update references to the limited liability company agreement of Holdings LLC to reflect the Third A&R LLC Agreement. Except as modified by the TRA Amendment, all other material terms of the Tax Receivable Agreement remain in full force and effect. The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment, a copy of which is filed as Exhibit 99.9 to this Amendment and is incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended by the addition of the following: The information contained above in Item 3 of this Amendment is incorporated herein by reference. Backstop Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Mat Ishbia, and SFS Capital (together with Mat Ishbia, the "Ishbia Support Parties"), and the Oaktree Purchasers entered into the Support and Backstop Purchase Agreement (the "Backstop Agreement"), pursuant to which the Issuer has agreed to raise cash proceeds of at least $400,000,000 from the sale of 200,000,000 shares of Class A Stock through a registered rights offering by the Issuer (the "Rights Offering"). Pursuant to the Backstop Agreement, the Rights Offering will have a record date of October 2, 2026, is expected to commence on October 5, 2026, and expire at 5:00 p.m. Eastern Time on November 12, 2026, and will provide the Issuer's stockholders with the right to acquire 200,000,000 shares of Class A Stock at a price equal to the greater of $2.00 per share or 85% of the 10-day VWAP ending on the third trading day immediately prior to the expiration of the Rights Offering. To the extent that the Issuer does not raise at least $400 million in the Rights Offering (such deficit the "Unfunded Amount"), (i) the Oaktree Purchasers shall have the right, exercisable in their sole and absolute discretion, to purchase securities from the Issuer up to the Unfunded Amount, and (ii) to the extent that there is any Unfunded Amount after any Oaktree Purchaser purchases securities from the Issuer up to the Unfunded Amount, the Ishbia Support Parties have committed to purchase securities from the Issuer for such remaining Unfunded Amount. Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from the Issuer through either (at their election) (x) shares of Class A Stock, at the same price as was available in the Rights Offering or (y) junior perpetual non-convertible preferred stock with terms substanially similar to the terms of 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, with respsect to this clause (y) only, 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. The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which is filed as Exhibit 99.6 to this Amendment and is incorporated herein by reference. Investor Rights Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, UWM Holdings, LLC ("Holdings LLC"), the Oaktree Purchasers and SFS Capital entered into an Investor Rights Agreement (the "Investor Rights Agreement"), pursuant to which, among other things, the Oaktree Purchasers, but not SFS Capital, are provided certain governance rights. The Investor Rights Agreement also includes the Issuer's agreement to file a registration statement within 45 days following the date thereof registering the resale of the Warrants and the shares of Class A Stock issuable upon exercise of such Warrants. SFS Capital also has certain demand and piggyback registration rights with respect to the shares of Series A-2 Preferred Stock and Warrants acquired pursuant to the Securities Purchase Agreement, the Warrant Agreements or the Backstop Agreement. The Investor Rights Agreement also restricts SFS Capital from transferring any shares of Series A-2 Preferred Stock held by it during the term of the Support Agreement (as defined below) or to competitors of the Issuer. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is filed as Exhibit 99.7 to this Amendment and is incorporated herein by reference. Support Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Holdings LLC, the Reporting Persons and the Oaktree Purchasers entered into a Support Agreement (the "Support Agreement"). Pursuant to the Support Agreement, until the Oaktree Purchasers own less than 25% of the Series A-1 Preferred Stock acquired pursuant to the Securities Purchase Agreement (the "Restricted Period"), the Reporting Persons are restricted from transferring their shares of Series A-2 Preferred Stock held by them to any person other than a Reporting Person. In addition, upon the occurrence of earlier of Special Event of Noncompliance (as defined in the Series A-1 Certificate of Designation) or the seventh anniversary of the original issue date (upon commencement, the "Liquidity Period"), the Reporting Persons agreed to cooperate with, and support, any transaction (which may include a securities issuance, asset sale, recapitalization, or other financing transaction) designed to provide liquidity to the holders of the Series A-1 Preferred Stock (a "Liquidity Transaction") which is approved by the Oaktree Purchasers. In addition, during the Restricted Period, the Reporting Persons agreed to certain covenants for the benefit of the Oaktree Purchasers, including covenants not to solicit or hire certain employees of the Issuer and its subsidiaries, not to compete with the Issuer's business within the United States, to maintain the confidentiality of the Issuer's information, and not to disparage the Issuer or its subsidiaries, the Oaktree Purchasers or their respective affiliates. Upon the commencement of a Liquidity Period, the Reporting Persons irrevocably grants to and appoints the Oaktree Purchasers or their designee as their proxy and attorney-in-fact to (x) vote the applicable equity interests held by such Reporting Person, and (y) grant a consent or approval in respect of such equity interests in connection with any meeting of the equityholders or any action by written consent in lieu of a meeting of the equityholders with respect to a Liquidity Transaction. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 99.8 to this Amendment and is incorporated herein by reference. Tax Receivable Amendment In connection with the closing of the Financing, on August 5, 2026, the Issuer and SFS Corp. amended and restated (the "TRA Amendment") the Tax Receivable Agreement, dated January 21, 2021 (as amended, the "Tax Receivable Agreement"). Pursuant to the TRA Amendment, the Tax Receivable Agreement was amended and restated to (i) replace LIBOR with a term SOFR-based rate as the reference rate, (ii) carve out the Company's ownership of the Preferred Units from the Hypothetical Tax Liability and the actual tax liability calculations, and (iii) update references to the limited liability company agreement of Holdings LLC to reflect the Third A&R LLC Agreement. Except as modified by the TRA Amendment, all other material terms of the Tax Receivable Agreement remain in full force and effect. The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment, a copy of which is filed as Exhibit 99.9 to this Amendment and is incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended by the addition of the following: The information contained above in Item 3 of this Amendment is incorporated herein by reference. Backstop Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Mat Ishbia, and SFS Capital (together with Mat Ishbia, the "Ishbia Support Parties"), and the Oaktree Purchasers entered into the Support and Backstop Purchase Agreement (the "Backstop Agreement"), pursuant to which the Issuer has agreed to raise cash proceeds of at least $400,000,000 from the sale of 200,000,000 shares of Class A Stock through a registered rights offering by the Issuer (the "Rights Offering"). Pursuant to the Backstop Agreement, the Rights Offering will have a record date of October 2, 2026, is expected to commence on October 5, 2026, and expire at 5:00 p.m. Eastern Time on November 12, 2026, and will provide the Issuer's stockholders with the right to acquire 200,000,000 shares of Class A Stock at a price equal to the greater of $2.00 per share or 85% of the 10-day VWAP ending on the third trading day immediately prior to the expiration of the Rights Offering. To the extent that the Issuer does not raise at least $400 million in the Rights Offering (such deficit the "Unfunded Amount"), (i) the Oaktree Purchasers shall have the right, exercisable in their sole and absolute discretion, to purchase securities from the Issuer up to the Unfunded Amount, and (ii) to the extent that there is any Unfunded Amount after any Oaktree Purchaser purchases securities from the Issuer up to the Unfunded Amount, the Ishbia Support Parties have committed to purchase securities from the Issuer for such remaining Unfunded Amount. Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from the Issuer through either (at their election) (x) shares of Class A Stock, at the same price as was available in the Rights Offering or (y) junior perpetual non-convertible preferred stock with terms substanially similar to the terms of 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, with respsect to this clause (y) only, 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. The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which is filed as Exhibit 99.6 to this Amendment and is incorporated herein by reference. Investor Rights Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, UWM Holdings, LLC ("Holdings LLC"), the Oaktree Purchasers and SFS Capital entered into an Investor Rights Agreement (the "Investor Rights Agreement"), pursuant to which, among other things, the Oaktree Purchasers, but not SFS Capital, are provided certain governance rights. The Investor Rights Agreement also includes the Issuer's agreement to file a registration statement within 45 days following the date thereof registering the resale of the Warrants and the shares of Class A Stock issuable upon exercise of such Warrants. SFS Capital also has certain demand and piggyback registration rights with respect to the shares of Series A-2 Preferred Stock and Warrants acquired pursuant to the Securities Purchase Agreement, the Warrant Agreements or the Backstop Agreement. The Investor Rights Agreement also restricts SFS Capital from transferring any shares of Series A-2 Preferred Stock held by it during the term of the Support Agreement (as defined below) or to competitors of the Issuer. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is filed as Exhibit 99.7 to this Amendment and is incorporated herein by reference. Support Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Holdings LLC, the Reporting Persons and the Oaktree Purchasers entered into a Support Agreement (the "Support Agreement"). Pursuant to the Support Agreement, until the Oaktree Purchasers own less than 25% of the Series A-1 Preferred Stock acquired pursuant to the Securities Purchase Agreement (the "Restricted Period"), the Reporting Persons are restricted from transferring their shares of Series A-2 Preferred Stock held by them to any person other than a Reporting Person. In addition, upon the occurrence of earlier of Special Event of Noncompliance (as defined in the Series A-1 Certificate of Designation) or the seventh anniversary of the original issue date (upon commencement, the "Liquidity Period"), the Reporting Persons agreed to cooperate with, and support, any transaction (which may include a securities issuance, asset sale, recapitalization, or other financing transaction) designed to provide liquidity to the holders of the Series A-1 Preferred Stock (a "Liquidity Transaction") which is approved by the Oaktree Purchasers. In addition, during the Restricted Period, the Reporting Persons agreed to certain covenants for the benefit of the Oaktree Purchasers, including covenants not to solicit or hire certain employees of the Issuer and its subsidiaries, not to compete with the Issuer's business within the United States, to maintain the confidentiality of the Issuer's information, and not to disparage the Issuer or its subsidiaries, the Oaktree Purchasers or their respective affiliates. Upon the commencement of a Liquidity Period, the Reporting Persons irrevocably grants to and appoints the Oaktree Purchasers or their designee as their proxy and attorney-in-fact to (x) vote the applicable equity interests held by such Reporting Person, and (y) grant a consent or approval in respect of such equity interests in connection with any meeting of the equityholders or any action by written consent in lieu of a meeting of the equityholders with respect to a Liquidity Transaction. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 99.8 to this Amendment and is incorporated herein by reference. Tax Receivable Amendment In connection with the closing of the Financing, on August 5, 2026, the Issuer and SFS Corp. amended and restated (the "TRA Amendment") the Tax Receivable Agreement, dated January 21, 2021 (as amended, the "Tax Receivable Agreement"). Pursuant to the TRA Amendment, the Tax Receivable Agreement was amended and restated to (i) replace LIBOR with a term SOFR-based rate as the reference rate, (ii) carve out the Company's ownership of the Preferred Units from the Hypothetical Tax Liability and the actual tax liability calculations, and (iii) update references to the limited liability company agreement of Holdings LLC to reflect the Third A&R LLC Agreement. Except as modified by the TRA Amendment, all other material terms of the Tax Receivable Agreement remain in full force and effect. The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment, a copy of which is filed as Exhibit 99.9 to this Amendment and is incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Norges Bank | 13G/APassive | 4.0534% | 13.75M | Aug 12, 2026 |
| Mat Ishbia | 13D/AActivist | 79.4% | 1.30B | Aug 10, 2026 |
Item 4 of the Schedule 13D is hereby amended by the addition of the following: The information contained above in Item 3 of this Amendment is incorporated herein by reference. Backstop Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Mat Ishbia, and SFS Capital (together with Mat Ishbia, the "Ishbia Support Parties"), and the Oaktree Purchasers entered into the Support and Backstop Purchase Agreement (the "Backstop Agreement"), pursuant to which the Issuer has agreed to raise cash proceeds of at least $400,000,000 from the sale of 200,000,000 shares of Class A Stock through a registered rights offering by the Issuer (the "Rights Offering"). Pursuant to the Backstop Agreement, the Rights Offering will have a record date of October 2, 2026, is expected to commence on October 5, 2026, and expire at 5:00 p.m. Eastern Time on November 12, 2026, and will provide the Issuer's stockholders with the right to acquire 200,000,000 shares of Class A Stock at a price equal to the greater of $2.00 per share or 85% of the 10-day VWAP ending on the third trading day immediately prior to the expiration of the Rights Offering. To the extent that the Issuer does not raise at least $400 million in the Rights Offering (such deficit the "Unfunded Amount"), (i) the Oaktree Purchasers shall have the right, exercisable in their sole and absolute discretion, to purchase securities from the Issuer up to the Unfunded Amount, and (ii) to the extent that there is any Unfunded Amount after any Oaktree Purchaser purchases securities from the Issuer up to the Unfunded Amount, the Ishbia Support Parties have committed to purchase securities from the Issuer for such remaining Unfunded Amount. Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from the Issuer through either (at their election) (x) shares of Class A Stock, at the same price as was available in the Rights Offering or (y) junior perpetual non-convertible preferred stock with terms substanially similar to the terms of 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, with respsect to this clause (y) only, 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. The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which is filed as Exhibit 99.6 to this Amendment and is incorporated herein by reference. Investor Rights Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, UWM Holdings, LLC ("Holdings LLC"), the Oaktree Purchasers and SFS Capital entered into an Investor Rights Agreement (the "Investor Rights Agreement"), pursuant to which, among other things, the Oaktree Purchasers, but not SFS Capital, are provided certain governance rights. The Investor Rights Agreement also includes the Issuer's agreement to file a registration statement within 45 days following the date thereof registering the resale of the Warrants and the shares of Class A Stock issuable upon exercise of such Warrants. SFS Capital also has certain demand and piggyback registration rights with respect to the shares of Series A-2 Preferred Stock and Warrants acquired pursuant to the Securities Purchase Agreement, the Warrant Agreements or the Backstop Agreement. The Investor Rights Agreement also restricts SFS Capital from transferring any shares of Series A-2 Preferred Stock held by it during the term of the Support Agreement (as defined below) or to competitors of the Issuer. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is filed as Exhibit 99.7 to this Amendment and is incorporated herein by reference. Support Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Holdings LLC, the Reporting Persons and the Oaktree Purchasers entered into a Support Agreement (the "Support Agreement"). Pursuant to the Support Agreement, until the Oaktree Purchasers own less than 25% of the Series A-1 Preferred Stock acquired pursuant to the Securities Purchase Agreement (the "Restricted Period"), the Reporting Persons are restricted from transferring their shares of Series A-2 Preferred Stock held by them to any person other than a Reporting Person. In addition, upon the occurrence of earlier of Special Event of Noncompliance (as defined in the Series A-1 Certificate of Designation) or the seventh anniversary of the original issue date (upon commencement, the "Liquidity Period"), the Reporting Persons agreed to cooperate with, and support, any transaction (which may include a securities issuance, asset sale, recapitalization, or other financing transaction) designed to provide liquidity to the holders of the Series A-1 Preferred Stock (a "Liquidity Transaction") which is approved by the Oaktree Purchasers. In addition, during the Restricted Period, the Reporting Persons agreed to certain covenants for the benefit of the Oaktree Purchasers, including covenants not to solicit or hire certain employees of the Issuer and its subsidiaries, not to compete with the Issuer's business within the United States, to maintain the confidentiality of the Issuer's information, and not to disparage the Issuer or its subsidiaries, the Oaktree Purchasers or their respective affiliates. Upon the commencement of a Liquidity Period, the Reporting Persons irrevocably grants to and appoints the Oaktree Purchasers or their designee as their proxy and attorney-in-fact to (x) vote the applicable equity interests held by such Reporting Person, and (y) grant a consent or approval in respect of such equity interests in connection with any meeting of the equityholders or any action by written consent in lieu of a meeting of the equityholders with respect to a Liquidity Transaction. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 99.8 to this Amendment and is incorporated herein by reference. Tax Receivable Amendment In connection with the closing of the Financing, on August 5, 2026, the Issuer and SFS Corp. amended and restated (the "TRA Amendment") the Tax Receivable Agreement, dated January 21, 2021 (as amended, the "Tax Receivable Agreement"). Pursuant to the TRA Amendment, the Tax Receivable Agreement was amended and restated to (i) replace LIBOR with a term SOFR-based rate as the reference rate, (ii) carve out the Company's ownership of the Preferred Units from the Hypothetical Tax Liability and the actual tax liability calculations, and (iii) update references to the limited liability company agreement of Holdings LLC to reflect the Third A&R LLC Agreement. Except as modified by the TRA Amendment, all other material terms of the Tax Receivable Agreement remain in full force and effect. The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment, a copy of which is filed as Exhibit 99.9 to this Amendment and is incorporated herein by reference. | ||||
| SFS Holding Corp. | 13D/AActivist | 78.7% | 1.26B | Aug 10, 2026 |
Item 4 of the Schedule 13D is hereby amended by the addition of the following: The information contained above in Item 3 of this Amendment is incorporated herein by reference. Backstop Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Mat Ishbia, and SFS Capital (together with Mat Ishbia, the "Ishbia Support Parties"), and the Oaktree Purchasers entered into the Support and Backstop Purchase Agreement (the "Backstop Agreement"), pursuant to which the Issuer has agreed to raise cash proceeds of at least $400,000,000 from the sale of 200,000,000 shares of Class A Stock through a registered rights offering by the Issuer (the "Rights Offering"). Pursuant to the Backstop Agreement, the Rights Offering will have a record date of October 2, 2026, is expected to commence on October 5, 2026, and expire at 5:00 p.m. Eastern Time on November 12, 2026, and will provide the Issuer's stockholders with the right to acquire 200,000,000 shares of Class A Stock at a price equal to the greater of $2.00 per share or 85% of the 10-day VWAP ending on the third trading day immediately prior to the expiration of the Rights Offering. To the extent that the Issuer does not raise at least $400 million in the Rights Offering (such deficit the "Unfunded Amount"), (i) the Oaktree Purchasers shall have the right, exercisable in their sole and absolute discretion, to purchase securities from the Issuer up to the Unfunded Amount, and (ii) to the extent that there is any Unfunded Amount after any Oaktree Purchaser purchases securities from the Issuer up to the Unfunded Amount, the Ishbia Support Parties have committed to purchase securities from the Issuer for such remaining Unfunded Amount. Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from the Issuer through either (at their election) (x) shares of Class A Stock, at the same price as was available in the Rights Offering or (y) junior perpetual non-convertible preferred stock with terms substanially similar to the terms of 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, with respsect to this clause (y) only, 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. The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which is filed as Exhibit 99.6 to this Amendment and is incorporated herein by reference. Investor Rights Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, UWM Holdings, LLC ("Holdings LLC"), the Oaktree Purchasers and SFS Capital entered into an Investor Rights Agreement (the "Investor Rights Agreement"), pursuant to which, among other things, the Oaktree Purchasers, but not SFS Capital, are provided certain governance rights. The Investor Rights Agreement also includes the Issuer's agreement to file a registration statement within 45 days following the date thereof registering the resale of the Warrants and the shares of Class A Stock issuable upon exercise of such Warrants. SFS Capital also has certain demand and piggyback registration rights with respect to the shares of Series A-2 Preferred Stock and Warrants acquired pursuant to the Securities Purchase Agreement, the Warrant Agreements or the Backstop Agreement. The Investor Rights Agreement also restricts SFS Capital from transferring any shares of Series A-2 Preferred Stock held by it during the term of the Support Agreement (as defined below) or to competitors of the Issuer. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is filed as Exhibit 99.7 to this Amendment and is incorporated herein by reference. Support Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Holdings LLC, the Reporting Persons and the Oaktree Purchasers entered into a Support Agreement (the "Support Agreement"). Pursuant to the Support Agreement, until the Oaktree Purchasers own less than 25% of the Series A-1 Preferred Stock acquired pursuant to the Securities Purchase Agreement (the "Restricted Period"), the Reporting Persons are restricted from transferring their shares of Series A-2 Preferred Stock held by them to any person other than a Reporting Person. In addition, upon the occurrence of earlier of Special Event of Noncompliance (as defined in the Series A-1 Certificate of Designation) or the seventh anniversary of the original issue date (upon commencement, the "Liquidity Period"), the Reporting Persons agreed to cooperate with, and support, any transaction (which may include a securities issuance, asset sale, recapitalization, or other financing transaction) designed to provide liquidity to the holders of the Series A-1 Preferred Stock (a "Liquidity Transaction") which is approved by the Oaktree Purchasers. In addition, during the Restricted Period, the Reporting Persons agreed to certain covenants for the benefit of the Oaktree Purchasers, including covenants not to solicit or hire certain employees of the Issuer and its subsidiaries, not to compete with the Issuer's business within the United States, to maintain the confidentiality of the Issuer's information, and not to disparage the Issuer or its subsidiaries, the Oaktree Purchasers or their respective affiliates. Upon the commencement of a Liquidity Period, the Reporting Persons irrevocably grants to and appoints the Oaktree Purchasers or their designee as their proxy and attorney-in-fact to (x) vote the applicable equity interests held by such Reporting Person, and (y) grant a consent or approval in respect of such equity interests in connection with any meeting of the equityholders or any action by written consent in lieu of a meeting of the equityholders with respect to a Liquidity Transaction. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 99.8 to this Amendment and is incorporated herein by reference. Tax Receivable Amendment In connection with the closing of the Financing, on August 5, 2026, the Issuer and SFS Corp. amended and restated (the "TRA Amendment") the Tax Receivable Agreement, dated January 21, 2021 (as amended, the "Tax Receivable Agreement"). Pursuant to the TRA Amendment, the Tax Receivable Agreement was amended and restated to (i) replace LIBOR with a term SOFR-based rate as the reference rate, (ii) carve out the Company's ownership of the Preferred Units from the Hypothetical Tax Liability and the actual tax liability calculations, and (iii) update references to the limited liability company agreement of Holdings LLC to reflect the Third A&R LLC Agreement. Except as modified by the TRA Amendment, all other material terms of the Tax Receivable Agreement remain in full force and effect. The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment, a copy of which is filed as Exhibit 99.9 to this Amendment and is incorporated herein by reference. | ||||
| SFS Capital Group, LLC | 13D/AActivist | 8.1% | 30.00M | Aug 10, 2026 |
Item 4 of the Schedule 13D is hereby amended by the addition of the following: The information contained above in Item 3 of this Amendment is incorporated herein by reference. Backstop Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Mat Ishbia, and SFS Capital (together with Mat Ishbia, the "Ishbia Support Parties"), and the Oaktree Purchasers entered into the Support and Backstop Purchase Agreement (the "Backstop Agreement"), pursuant to which the Issuer has agreed to raise cash proceeds of at least $400,000,000 from the sale of 200,000,000 shares of Class A Stock through a registered rights offering by the Issuer (the "Rights Offering"). Pursuant to the Backstop Agreement, the Rights Offering will have a record date of October 2, 2026, is expected to commence on October 5, 2026, and expire at 5:00 p.m. Eastern Time on November 12, 2026, and will provide the Issuer's stockholders with the right to acquire 200,000,000 shares of Class A Stock at a price equal to the greater of $2.00 per share or 85% of the 10-day VWAP ending on the third trading day immediately prior to the expiration of the Rights Offering. To the extent that the Issuer does not raise at least $400 million in the Rights Offering (such deficit the "Unfunded Amount"), (i) the Oaktree Purchasers shall have the right, exercisable in their sole and absolute discretion, to purchase securities from the Issuer up to the Unfunded Amount, and (ii) to the extent that there is any Unfunded Amount after any Oaktree Purchaser purchases securities from the Issuer up to the Unfunded Amount, the Ishbia Support Parties have committed to purchase securities from the Issuer for such remaining Unfunded Amount. Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from the Issuer through either (at their election) (x) shares of Class A Stock, at the same price as was available in the Rights Offering or (y) junior perpetual non-convertible preferred stock with terms substanially similar to the terms of 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, with respsect to this clause (y) only, 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. The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which is filed as Exhibit 99.6 to this Amendment and is incorporated herein by reference. Investor Rights Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, UWM Holdings, LLC ("Holdings LLC"), the Oaktree Purchasers and SFS Capital entered into an Investor Rights Agreement (the "Investor Rights Agreement"), pursuant to which, among other things, the Oaktree Purchasers, but not SFS Capital, are provided certain governance rights. The Investor Rights Agreement also includes the Issuer's agreement to file a registration statement within 45 days following the date thereof registering the resale of the Warrants and the shares of Class A Stock issuable upon exercise of such Warrants. SFS Capital also has certain demand and piggyback registration rights with respect to the shares of Series A-2 Preferred Stock and Warrants acquired pursuant to the Securities Purchase Agreement, the Warrant Agreements or the Backstop Agreement. The Investor Rights Agreement also restricts SFS Capital from transferring any shares of Series A-2 Preferred Stock held by it during the term of the Support Agreement (as defined below) or to competitors of the Issuer. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is filed as Exhibit 99.7 to this Amendment and is incorporated herein by reference. Support Agreement In connection with the closing of the Financing, on August 5, 2026, the Issuer, Holdings LLC, the Reporting Persons and the Oaktree Purchasers entered into a Support Agreement (the "Support Agreement"). Pursuant to the Support Agreement, until the Oaktree Purchasers own less than 25% of the Series A-1 Preferred Stock acquired pursuant to the Securities Purchase Agreement (the "Restricted Period"), the Reporting Persons are restricted from transferring their shares of Series A-2 Preferred Stock held by them to any person other than a Reporting Person. In addition, upon the occurrence of earlier of Special Event of Noncompliance (as defined in the Series A-1 Certificate of Designation) or the seventh anniversary of the original issue date (upon commencement, the "Liquidity Period"), the Reporting Persons agreed to cooperate with, and support, any transaction (which may include a securities issuance, asset sale, recapitalization, or other financing transaction) designed to provide liquidity to the holders of the Series A-1 Preferred Stock (a "Liquidity Transaction") which is approved by the Oaktree Purchasers. In addition, during the Restricted Period, the Reporting Persons agreed to certain covenants for the benefit of the Oaktree Purchasers, including covenants not to solicit or hire certain employees of the Issuer and its subsidiaries, not to compete with the Issuer's business within the United States, to maintain the confidentiality of the Issuer's information, and not to disparage the Issuer or its subsidiaries, the Oaktree Purchasers or their respective affiliates. Upon the commencement of a Liquidity Period, the Reporting Persons irrevocably grants to and appoints the Oaktree Purchasers or their designee as their proxy and attorney-in-fact to (x) vote the applicable equity interests held by such Reporting Person, and (y) grant a consent or approval in respect of such equity interests in connection with any meeting of the equityholders or any action by written consent in lieu of a meeting of the equityholders with respect to a Liquidity Transaction. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 99.8 to this Amendment and is incorporated herein by reference. Tax Receivable Amendment In connection with the closing of the Financing, on August 5, 2026, the Issuer and SFS Corp. amended and restated (the "TRA Amendment") the Tax Receivable Agreement, dated January 21, 2021 (as amended, the "Tax Receivable Agreement"). Pursuant to the TRA Amendment, the Tax Receivable Agreement was amended and restated to (i) replace LIBOR with a term SOFR-based rate as the reference rate, (ii) carve out the Company's ownership of the Preferred Units from the Hypothetical Tax Liability and the actual tax liability calculations, and (iii) update references to the limited liability company agreement of Holdings LLC to reflect the Third A&R LLC Agreement. Except as modified by the TRA Amendment, all other material terms of the Tax Receivable Agreement remain in full force and effect. The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment, a copy of which is filed as Exhibit 99.9 to this Amendment and is incorporated herein by reference. | ||||
| THE GOLDMAN SACHS GROUP, INC. | 13GPassive | 5.1% | 17.40M | Aug 10, 2026 |
| GOLDMAN SACHS & CO. LLC | 13GPassive | 5.1% | 17.40M | Aug 10, 2026 |
| FMR LLC | 13G/APassive | 9% | 26.51M | May 6, 2026 |
| Abigail P. Johnson | 13G/APassive | 9% | 26.51M | May 6, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| BRANDES INVESTMENT PARTNERS, LP | 13G/APassive | 4.8% | 10.47M | Nov 13, 2025 |