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.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
UWM HOLDINGS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except shares and per share amounts) June 30, 2026 December 31, 2025 Assets (Unaudited) Cash and cash equivalents (includes restricted cash of $21.0 million and $21.0 million, respectively) $ 498,407 5…
UWM HOLDINGS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except shares and per share amounts) June 30, 2026 December 31, 2025 Assets (Unaudited) Cash and cash equivalents (includes restricted cash of $21.0 million and $21.0 million, respectively) $ 498,407 503,364 Mortgage loans at fair value 9,619,076 9,932,729 Derivative assets 83,601 37,567 Investment securities at fair value, pledged 96,044 100,512 Accounts receivable, net 531,790 526,694 Mortgage servicing rights 5,311,465 4,073,781 Premises and equipment, net 174,559 180,199 Operating lease right-of-use asset(includes $90.3 million and $93.4 million, respectively, with related parties) 90,930 94,310 Finance lease right-of-use asset, net(includes $19.6 million and $20.7 million, respectively, with related parties) 20,116 21,247 Loans eligible for repurchase from Ginnie Mae 1,141,719 1,133,359 Other assets 372,835 324,914 Total assets $ 17,940,542 $ 16,928,676 Liabilities and equity Warehouse lines of credit $ 8,600,078 $ 8,912,496 Derivative liabilities 33,566 26,574 Secured lines of credit 2,950,000 1,200,000 Borrowings against investment securities 83,660 87,497 Accounts payable, accrued expenses and other 881,997 707,790 Accrued distributions and dividends payable 160,411 161,292 Senior notes 2,984,328 2,981,975 Operating lease liability(includes $96.4 million and $99.7 million, respectively, with related parties) 97,034 100,596 Finance lease liability(includes $22.0 million and $22.9 million, respectively, with related parties) 22,441 23,468 Loans eligible for repurchase from Ginnie Mae 1,141,719 1,133,359 Total liabilities 16,955,234 15,335,047 Equity Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of June 30, 2026 or December 31, 2025 — — Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized, 342,247,135 and 268,415,480 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 34 27 Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of June 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 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 30, 2026 and December 31, 2025, respectively 126 133 Additional paid-in capital 15,032 9,910 Retained earnings 118,646 189,447 Non-controlling interest 851,470 1,394,112 Total equity 985,308 1,593,629 Total liabilities and equity $ 17,940,542 $ 16,928,676 See accompanying Notes to the Condensed Consolidated Financial Statements. Table of Contents UWM HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except shares and per share amounts) (Unaudited) For the three months ended June 30, For the six months ended June 30, 2026 2025 2026 2025 Revenue 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 Other gains (losses) Change in fair value of mortgage servicing rights (122,683) (111,421) (133,018) (500,006) Gain (loss) on other interest rate derivatives (603,191) 208,904 (741,389) 208,904 Other gains (losses), net (725,874) 97,483 (874,407) (291,102) Expenses 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 Other expense (income) 1,170 1,846 3,376 (1,002) 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 Net income (loss) attributable to UWM Holdings Corporation $ (80,594) $ 22,909 $ (55,293) $ 9,230 Earnings (loss) per share of Class A common stock (see Note 17): Basic $ (0.24) $ 0.11 $ (0.18) $ 0.05 Diluted $ (0.24) $ 0.11 $ (0.18) $ 0.03 Weighted average shares outstanding: Basic 337,525,247 202,133,122 314,949,163 183,221,635 Diluted 337,525,247 202,133,122 314,949,163 1,598,706,211 See accompanying Notes to the Condensed Consolidated Financial Statements. Table of Contents 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, 2025 157,940,987 $ 16 1,440,332,098 $ 144 $ 3,523 $ 157,837 $ 1,892,328 $ 2,053,848 Net loss — — — — — (13,679) (233,349) (247,028) Class A common stock dividends — — — — — (18,775) — (18,775) Member distributions to SFS Corp. — — — — — — (148,395) (148,395) Stock-based compensation 291,194 — — — 775 132 8,259 9,166 Re-measurement of non-controlling interest due to change in parent ownership and other 42,549,478 4 (42,549,478) (4) — 34,892 (48,359) (13,467) Balance, March 31, 2025 200,781,659 $ 20 1,397,782,620 $ 140 $ 4,298 $ 160,407 $ 1,470,484 $ 1,635,349 Net income — — — — — 22,909 291,570 314,479 Class A common stock dividends — — — — — (20,653) — (20,653) Member distributions to SFS Corp. — — — — — — (190,868) (190,868) Stock-based compensation 697,904 — — — 1,390 — 9,651 11,041 Re-measurement of non-controlling interest due to change in parent ownership and other 4,500,000 1 (4,500,000) (1) — 7,657 (9,023) (1,366) Balance, June 30, 2025 205,979,563 $ 21 1,393,282,620 $ 139 $ 5,688 $ 170,320 $ 1,571,814 $ 1,747,982 Balance, January 1, 2026 268,415,480 $ 27 1,331,482,620 $ 133 $ 9,910 $ 189,447 $ 1,394,112 $ 1,593,629 Net income — — — — — 25,301 145,073 170,374 Class A common stock dividends — — — — — (31,364) — (31,364) Member distributions to SFS Corp. — — — — — — (129,106) (129,106) Stock-based compensation 468,271 — — — 2,672 — 12,517 15,189 Re-measurement of non-controlling interest due to change in parent ownership and other 44,000,000 4 (44,000,000) (4) 11 33,384 (51,216) (17,821) Balance, March 31, 2026 312,883,751 $ 31 1,287,482,620 $ 129 $ 12,593 $ 216,768 $ 1,371,380 $ 1,600,901 Net loss (80,594) (371,308) (451,902) Class A common stock dividends — — — — — (34,225) — (34,225) Member distributions to SFS Corp. — — — — — — (126,816) (126,816) Stock-based compensation 3,743,367 — — — 2,439 — 9,458 11,897 Re-measurement of non-controlling interest due to change in parent ownership and other 25,620,017 3 (25,620,017) (3) — 16,697 (31,244) (14,547) Balance, June 30, 2026 342,247,135 $ 34 1,261,862,603 $ 126 $ 15,032 $ 118,646 $ 851,470 $ 985,308 See accompanying Notes to the Condensed Consolidated Financial Statements. Table of Contents UWM HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) For the six months ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (281,528) $ 67,451 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Reserve for representations and warranties 13,017 20,176 Capitalization of mortgage servicing rights (2,142,855) (1,636,842) Change in fair value of mortgage servicing rights 133,018 500,006 Depreciation & amortization 29,842 26,162 Stock-based compensation expense 25,656 20,039 Decrease (increase) in fair value of investment securities 861 (2,124) Decrease in fair value of warrants liability — (1,994) Decrease (increase) in: Mortgage loans at fair value 313,653 1,476,227 Derivative assets (46,034) 40,608 Other assets (19,858) (221,047) Increase (decrease) in: Derivative liabilities 6,992 40,721 Other liabilities 81,394 (1,361) Net cash (used in) provided by operating activities (1,885,842) 328,022 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of premises and equipment, and capitalization of internal-use software (28,525) (41,955) Net proceeds from sale of mortgage servicing rights 801,013 1,591,780 Proceeds from principal payments on investment securities 3,606 3,508 Margin calls on borrowings against investment securities (2,000) 3,000 Net cash provided by investing activities 774,094 1,556,333 CASH FLOWS FROM FINANCING ACTIVITIES Net repayments under warehouse lines of credit (312,417) (1,443,217) Repayments of finance lease liabilities (1,026) (1,223) Borrowings under secured lines of credit 3,650,000 925,000 Repayments under secured lines of credit (1,900,000) (1,000,000) Borrowings against investment securities 170,384 175,671 Repayments of borrowings against investment securities (174,221) (179,422) Dividends paid to Class A common stockholders (59,867) (34,569) Member distributions paid to SFS Corp. (261,896) (343,589) Other financing activities (4,166) (361) Net cash provided by (used in) financing activities 1,106,791 (1,901,710) DECREASE IN CASH AND CASH EQUIVALENTS (4,957) (17,355) CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 503,364 507,339 CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 498,407 $ 489,984 SUPPLEMENTAL INFORMATION Cash paid for interest $ 288,971 $ 233,534 Cash paid for taxes 99 161 See accompanying Notes to the Condensed Consolidated Financial Statements. Table of Contents UWM HOLDINGS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization UWM Holdings Corporation ("UWMC"), a Delaware corporation, through its consolidated subsidiaries (collectively, the “Company”), engages in the origination, sale and servicing of residential mortgage loans throughout the U.S. 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 equity, Class B Common Units, which are held solely by SFS Corp., and Class A Common Units, which are held solely by the Company. The Company is the manager of Holdings LLC and its only material direct asset consists of the Class A Common Units in Holdings LLC. 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. 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 - Non-Controlling Interest for further information. Basis of Presentation and Consolidation The condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our results of operations, financial position and cash flows for the periods presented. However, our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating Segment The Company operates in a single segment and is engaged in the origination, sale and servicing of residential mortgage loans, exclusively in the wholesale channel. The President and Chief Executive Officer is the Company's chief operating decision maker (“CODM”). The CODM uses consolidated net income and total assets in assessing the Company's operational performance and in making resource allocation and strategic decisions. The CODM is regularly provided with only the consolidated expenses and assets as presented on the face of the accompanying financial statements, which are included in the measures of the Company's consolidated net income and total assets. Loans Eligible for Repurchase from Ginnie Mae 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 Table of Contents 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"). Income Taxes 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 – Income Taxes for further information. Tax Receivable Agreement The Company has entered into a Tax Receivable Agreement ("TRA") with SFS Corp. that obligates the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from Exchange Transactions; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the TRA; (iii) certain increases in tax basis resulting from payments the Company makes under the TRA; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of taxable income allocation rules in the United States. The Company will retain the benefit of the remaining 15% of these tax savings. The Company accounts for liabilities arising from the TRA as a loss contingency recorded within "Accounts payable, accrued expenses and other." Changes in the liability, other than those due to Exchange Transactions, are measured and recorded when estimated amounts due under the TRA are probable and can be reasonably estimated, and reported as part of "Other expense/(income)" in the condensed consolidated statements of operations. In any period in which the Company acquires additional units of Holdings LLC by means of an Exchange Transaction, the Company records the related adjustment to the TRA liability as an adjustment to equity. See Note 9 - Accounts Payable, Accrued Expenses and Other for further information. Related Party Transactions The Company enters into various transactions with related parties. See Note 14 – Related Party Transactions for further information. Also see Note 18 - Subsequent Events. Stock-Based Compensation 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, and 38,392,172 shares remained available for issuance under the 2020 Plan as of June 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 – Stock-based Compensation for further information. Accounting Standards Issued but Not Yet Effective In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which requires additional disclosure of certain costs and expenses within the notes to the consolidated financial statements. The ASU may be applied either prospectively or retrospectively for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impacts of the guidance in this ASU and will include the required disclosures in its consolidated financial statements once adopted. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software, which eliminates the consideration of project development stages and clarifies the threshold to begin capitalizing costs. The ASU may be applied either prospectively or retrospectively for annual and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impacts of the guidance in this ASU. Table of Contents In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which improves the consistency of interim financial reporting requirements and introduces a new requirement to disclose material events occurring after the end of the most recent annual reporting period. The ASU may be applied either prospectively or retrospectively for interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impacts of the guidance in this ASU and will include the required disclosures in its interim consolidated financial statements once adopted. NOTE 2 – MORTGAGE LOANS AT FAIR VALUE The table below includes the estimated fair value and unpaid principal balance (“UPB”) of mortgage loans that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option has been elected for mortgage loans, as this accounting treatment best reflects the economic consequences of the Company’s mortgage origination and related hedging and risk management activities. The difference between the UPB and estimated fair value is made up of the premiums paid on mortgage loans, as well as the fair value adjustment as of the balance sheet date. The change in fair value adjustment is recorded in the “Loan production income” line item of the condensed consolidated statements of operations. (In thousands) June 30, 2026 December 31, 2025 Mortgage loans, unpaid principal balance $ 9,404,670 $ 9,735,186 Premiums paid on mortgage loans 139,978 121,140 Fair value adjustment 74,428 76,403 Mortgage loans at fair value $ 9,619,076 $ 9,932,729 NOTE 3 – DERIVATIVES 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% and 78% as of June 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. 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. The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands): June 30, 2026 December 31, 2025 Fair value Fair value Derivative assets Derivative liabilities Notional Amount Derivative assets Derivative liabilities Notional Amount IRLCs $ 18,847 $ 15,531 $ 12,679,990 (a) $ 27,780 $ 6,475 $ 12,221,203 (a) FLSCs 22,677 18,035 18,247,435 9,787 20,099 16,964,025 Other interest rate derivatives 42,077 — 12,805,000 — — — Total $ 83,601 $ 33,566 $ 37,567 $ 26,574 (a)Notional amounts have been adjusted for pullthrough rates of 81% and 78% as of June 30, 2026 and December 31, 2025, respectively. Table of Contents NOTE 4 – ACCOUNTS RECEIVABLE, NET The following summarizes accounts receivable, net (in thousands): June 30, 2026 December 31, 2025 Servicing fees $ 150,029 $ 136,780 Servicing advances 127,089 177,281 Receivables from sales of servicing 110,413 128,223 Margin deposits 101,819 51,103 Origination receivables 38,225 28,079 Other receivables 10,688 2,018 Derivative settlements receivable 9,704 7,918 Provision for current expected credit losses (16,178) (4,708) Total accounts receivable, net $ 531,790 $ 526,694 The Company periodically evaluates the carrying value of accounts receivable balances with delinquent receivables being written-off based on specific credit evaluations and circumstances of the debtor. NOTE 5 – MORTGAGE SERVICING RIGHTS Mortgage servicing rights are recognized on the condensed consolidated balance sheets when loans are sold and the associated servicing rights are retained. The Company's MSRs are measured at fair value, which is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rates, costs to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various external sources. The unpaid principal balance of mortgage loans serviced for others approximated $247.6 billion and $240.8 billion at June 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 months ended June 30, 2026 and 2025 (in thousands): For the three months ended June 30, For the six months ended June 30, 2026 2025 2026 2025 Fair value, beginning of period $ 4,591,855 $ 3,321,457 $ 4,073,781 $ 3,969,881 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) Changes in fair value: Due to changes in valuation inputs and assumptions 65,056 3,154 312,953 (247,667) Due to collection/realization of cash flows and other (168,611) (96,582) (395,128) (219,631) Fair value, end of period $ 5,311,465 $ 3,445,195 $ 5,311,465 $ 3,445,195 Table of Contents The following is a summary of the components of the total change in fair value of MSRs as reported in the condensed consolidated statements of operations (in thousands): For the three months ended June 30, For the six months ended June 30, 2026 2025 2026 2025 Changes in fair value: Due to changes in valuation inputs and assumptions, net $ 65,056 $ 3,154 $ 312,953 $ (247,667) Due to collection/realization of cash flows and other (168,611) (96,582) (395,128) (219,631) Net reserves and transaction costs on sales of servicing rights (19,128) (17,993) (50,843) (32,708) Changes in fair value of mortgage servicing rights $ (122,683) $ (111,421) $ (133,018) $ (500,006) During the three months ended June 30, 2026 and 2025, the Company sold MSRs on loans with an aggregate UPB of approximately $12.1 billion and $34.9 billion, respectively, for proceeds of approximately $218.6 million and $494.9 million, respectively. There were no excess servicing cash flow sales during the three months ended June 30, 2026. During the three months ended June 30, 2025, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $21.5 billion for proceeds of approximately $201.2 million. In connection with the MSR sales during the three months ended June 30, 2026 and 2025, the Company recorded approximately $19.1 million and $18.0 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. During the six months ended June 30, 2026 and 2025, the Company sold MSRs on loans with an aggregate UPB of approximately $51.8 billion and $88.3 billion, respectively, for proceeds of approximately $822.7 million and $1.3 billion, respectively. There were no excess servicing cash flow sales during the six months ended June 30, 2026. During the six months ended June 30, 2025, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $41.4 billion for proceeds of approximately $386.0 million. In connection with the MSR sales during the six months ended June 30, 2026 and 2025, the Company recorded approximately $50.8 million and $32.7 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 months ended June 30, 2026 and 2025 (in thousands): For the three months ended June 30, For the six months ended June 30, 2026 2025 2026 2025 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 The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at June 30, 2026 and December 31, 2025: June 30, 2026 December 31, 2025 Range Weighted Average Range Weighted Average Discount rates 7.4 % — 12.5 % 8.9 % 7.8 % — 13.7 % 9.4 % Annual prepayment speeds 6.3 % — 19.2 % 8.6 % 5.4 % — 22.1 % 10.3 % Cost of servicing $74 — $159 $85 $74 — $149 $87 Table of Contents The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at June 30, 2026 and December 31, 2025 (in thousands): June 30, 2026 December 31, 2025 Discount rate: + 10% adverse change – effect on value $ (207,202) $ (149,409) + 20% adverse change – effect on value (398,315) (286,410) Prepayment speeds: + 10% adverse change – effect on value $ (200,467) $ (168,559) + 20% adverse change – effect on value (386,697) (323,246) Cost of servicing: + 10% adverse change – effect on value $ (29,664) $ (25,173) + 20% adverse change – effect on value (58,981) (49,316) These sensitivities are hypothetical and should be used with caution. As the table demonstrates, the Company’s methodology for estimating the fair value of MSRs is highly sensitive to changes in assumptions. For example, actual prepayment experience may differ, and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the table above, the effect of a variation in a particular assumption of the fair value of the MSRs is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may indicate higher prepayments; however, this may be partially offset by lower prepayments due to other factors such as a borrower’s diminished opportunity to refinance, or lower discount rates as investors may accept lower returns in a lower interest rate environment), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made as of a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time. Table of Contents NOTE 6 – WAREHOUSE AND OTHER SECURED LINES OF CREDIT Warehouse Lines of Credit The Company had the following warehouse lines of credit with financial institutions as of June 30, 2026 and December 31, 2025 (in thousands): Warehouse Lines of Credit 1, 2 Date of Initial Agreement With Warehouse Lender Current Agreement Expiration Date Total Advanced Against Line as of June 30, 2026 Total Advanced Against Line as of December 31, 2025 Master Repurchase Agreement ("MRA") Funding Limits as of June 30, 2026: $2.0 Billion 7/10/2012 9/29/2026 $ 990,038 $ 898,190 $750 Million 4/23/2021 10/08/2026 153,287 167,375 $325 Million 2/26/2016 12/17/2026 256,929 288,777 $1.5 Billion 2/7/2025 2/5/2027 963,193 827,941 $1.0 Billion 2/9/2026 2/9/2027 506,673 — $3.0 Billion 12/31/2014 2/17/2027 1,314,608 1,353,618 $1.0 Billion 3/7/2019 2/19/2027 661,696 709,683 $500 Million 2/29/2012 5/14/2027 244,332 396,734 $— 3 10/30/2020 6/15/2027 — 123,379 $2.0 Billion 7/24/2020 8/3/2027 1,056,961 1,319,244 $3.5 Billion 5/9/2019 11/26/2027 2,207,548 2,807,107 Early Funding: $600 Million (ASAP + - see below) No expiration — — $750 Million (EF - see below) No expiration 244,813 20,448 8,600,078 8,912,496 All interest rates are variable based upon a spread to SOFR. 1 An aggregate of $900.0 million of these line amounts is committed as of June 30, 2026. 2 Interest rates under these funding facilities are based on SOFR plus a spread, which ranged from 1.00% to 1.75% for substantially all of our loan production volume as of June 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 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 30, 2026, we had no balance outstanding through the ASAP+ program and $244.8 million was outstanding through the EF program. As of June 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 30, 2026. MSR Facilities 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 Table of Contents Fannie Mae or Freddie Mac that meet certain criteria. Available borrowings under the Conventional MSR Facility are based on advance rates on the fair market value of the collateral. Borrowings under the Conventional MSR Facility bear interest based on SOFR plus an applicable margin. The current maturity date of the Conventional MSR Facility is July 15, 2027. As of June 30, 2026, $1.875 billion was outstanding under the Conventional MSR Facility, and as of December 31, 2025, $900.0 million was outstanding under the Conventional MSR Facility. The 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 30, 2026, we were in compliance with all applicable covenants under the Conventional MSR Facility. 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 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 Ginnie Mae MSR Facility are based on advance rates on the fair market value of the collateral. Borrowings under the Ginnie Mae MSR Facility bear interest based on SOFR plus an applicable margin. Currently, the draw period for the Ginnie Mae MSR Facility extends to March 20, 2028, and the maturity date is March 20, 2029. As of June 30, 2026, $1.075 billion was outstanding under the Ginnie Mae MSR Facility and as of December 31, 2025, $300.0 million was outstanding under the Ginnie Mae MSR Facility. The 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 30, 2026, the Company was in compliance with all applicable covenants. The weighted average interest rate charged for borrowings under our MSR facilities was 6.14% and 7.32% for the three months ended June 30, 2026 and 2025, respectively. The weighted average interest rate charged for borrowings under our MSR facilities was 6.16% and 7.32% for the six months ended June 30, 2026 and 2025 , respectively. Outstanding borrowings under the MSR facilities are reported within the "Secured lines of credit" financial statement line item on the condensed consolidated balance sheets. NOTE 7 – OTHER BORROWINGS Senior Notes The following is a summary of the Company's outstanding senior notes (in thousands): June 30, 2026 December 31, 2025 Facility Type Maturity Date Stated Interest Rate Carrying Amount Outstanding Principal CarryingAmount Outstanding Principal 2027 Senior notes(1) 06/15/2027 5.750 % $ 499,170 $ 500,000 $ 498,736 $ 500,000 2029 Senior notes(2) 04/15/2029 5.500 % 697,558 700,000 697,120 700,000 2030 Senior notes(3) 02/01/2030 6.625 % 795,019 800,000 794,324 800,000 2031 Senior notes(4) 03/15/2031 6.250 % 992,581 1,000,000 991,795 1,000,000 Total senior notes $ 2,984,328 $ 3,000,000 $ 2,981,975 $ 3,000,000 Weighted average effective interest rate 6.25% 6.25% (1) Carrying amount includes $0.8 million and $1.3 million of unamortized debt issuance costs and discounts as of June 30, 2026 and December 31, 2025, respectively. (2) Carrying amount includes $2.4 million and $2.9 million of unamortized debt issuance costs and discounts as of June 30, 2026 and December 31, 2025, respectively. (3) Carrying amount includes $5.0 million and $5.7 million of unamortized debt issuance costs and discounts as of June 30, 2026 and December 31, 2025, respectively. (4) Carrying amount includes $7.4 million and $8.2 million of unamortized debt issuance costs and discounts as of June 30, 2026 and December 31, 2025, respectively. 2027 Senior Notes On November 22, 2021, the Company's consolidated subsidiary, UWM, issued $500.0 million in aggregate principal amount of senior unsecured notes due June 15, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes accrue interest at a rate Table of Contents of 5.750% per annum. Interest on the 2027 Senior Notes is due semi-annually on June 15 and December 15 of each year. The Company may currently redeem the 2027 Senior Notes at par plus accrued and unpaid interest. 2029 Senior Notes 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 plus accrued and unpaid interest. 2030 Senior Notes On December 10, 2024, the Company's consolidated subsidiary, Holdings LLC, issued $800.0 million in aggregate principal amount of senior unsecured notes due February 1, 2030, which are guaranteed by its wholly owned subsidiary, UWM (the "2030 Senior Notes"). The 2030 Senior Notes accrue interest at a rate of 6.625% per annum. Interest on the 2030 Senior Notes is due semi-annually on February 1 and August 1 of each year, commencing on August 1, 2025. On or after February 1, 2027, the Company may, at its option, redeem the 2030 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: February 1, 2027 at 103.313%; February 1, 2028 at 101.656%; or February 1, 2029 until maturity at 100%, of the principal amount of the 2030 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to February 1, 2027, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2030 Senior Notes originally issued at a redemption price of 106.625% of the principal amount of the 2030 Senior Notes redeemed on the redemption date plus accrued and unpaid interest, with net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem some or all of the 2030 Senior Notes prior to February 1, 2027 at a price equal to 100% of the principal amount redeemed plus a "make-whole" premium, plus accrued and unpaid interest. 2031 Senior Notes On September 9, 2025, the Company's consolidated subsidiary, Holdings LLC, issued $1.0 billion in aggregate principal amount of senior unsecured notes due March 15, 2031, which are guaranteed by its wholly owned subsidiary, UWM (the "2031 Senior Notes"). The 2031 Senior Notes accrue interest at a rate of 6.250% per annum. Interest on the 2031 Senior Notes is due semi-annually on March 15 and September 15 of each year, commencing on March 15, 2026. On or after March 15, 2028, the Company may, at its option, redeem the 2031 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: March 15, 2028 at 103.125%; March 15, 2029 at 101.563%; or March 15, 2030 until maturity at 100%, of the principal amount of the 2031 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to March 15, 2028, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2031 Senior Notes originally issued at a redemption price of 106.250% of the principal amount of the 2031 Senior Notes redeemed on the redemption date plus accrued and unpaid interest, with net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem some or all of the 2031 Senior Notes prior to March 15, 2028 at a price equal to 100% of the principal amount redeemed plus a "make-whole" premium, plus accrued and unpaid interest. 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 30, 2026. Revolving Credit Facility In 2022, UWM entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) between UWM, as the borrower, and SFS Corp., as the lender. The Revolving Credit Agreement provides for, among other things, a $500.0 million unsecured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility had an initial one-year term and automatically renews for successive one-year periods unless terminated by either party. Amounts borrowed under the Revolving Credit Facility may be borrowed, repaid and reborrowed from time to time, and accrue interest at the Applicable Prime Rate (as defined in the Revolving Credit Agreement). UWM may utilize the Revolving Credit Facility in connection with: (i) operational and investment activities, including but not limited to funding and/or advances related to (a) servicing Table of Contents rights, (b) ‘scratch and dent’ loans, (c) margin requirements, and (d) equity in loans held for sale; and (ii) general corporate purposes. 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 30, 2026. No amounts were outstanding under the Revolving Credit Facility as of June 30, 2026 or December 31, 2025. NOTE 8 – COMMITMENTS AND CONTINGENCIES Representations and Warranties Reserve Loans sold to investors, 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 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 million and $41.1 million in UPB of loans during the three months ended June 30, 2026 and 2025, respectively, and $127.5 million and $82.0 million in UPB of loans during six months ended June 30, 2026 and 2025 respectively, related to its representations and warranties obligations. The activity of the representations and warranties reserve was as follows (in thousands): For the three months ended June 30, For the six months ended June 30, 2026 2025 2026 2025 Balance, beginning of period $ 108,396 $ 93,401 $ 102,277 $ 87,647 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 Commitments to Originate Loans As of June 30, 2026, the Company had agreed to extend credit to potential borrowers for approximately $20.8 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. Legal and Regulatory Matters 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. Table of Contents NOTE 9 - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER The following summarizes accounts payable, accrued expenses and other (in thousands): June 30, 2026 December 31, 2025 TRA liability $ 279,995 $ 196,923 Servicing fees payable 128,969 114,289 Representations and warranties reserve 104,475 102,277 Accrued compensation and benefits 93,733 90,277 Accrued interest and bank fees 79,426 70,896 Other accounts payable 66,056 51,732 Other accrued expenses 46,216 27,456 Investor payables 27,774 31,478 Margin call payable 26,232 276 Derivative settlements payable 24,281 17,106 Deferred tax liability 4,840 5,080 Total accounts payable, accrued expenses and other $ 881,997 $ 707,790 NOTE 10 – VARIABLE INTEREST ENTITIES The Company is the managing member of Holdings LLC with 100% of the management and voting power. In its capacity as managing member, the Company has the sole authority to make decisions on behalf of Holdings LLC and bind Holdings LLC to signed agreements. Further, Holdings LLC maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights. Management concluded that the Company is Holdings LLC’s primary beneficiary. As the primary beneficiary, the Company consolidates the results and operations of Holdings LLC for financial reporting purposes under the variable interest entity (“VIE”) consolidation model. 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 months ended June 30, 2026 and 2025. The Company has historically sold mortgage loans through its private label securitization trusts, although no such private label securitization transactions have occurred since 2021. The securitization trusts are VIEs. Although the Company holds variable interests in certain trusts through its retained beneficial interests, it is not the primary beneficiary and therefore does not consolidate these entities. 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 30, 2026, investment securities at fair value totaled $96.0 million, of which $94.3 million were pledged as collateral for borrowings against investment securities with an outstanding principal balance of $83.7 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 11 – NON-CONTROLLING INTEREST The non-controlling interest balance represents the economic interest in Holdings LLC held by SFS Corp. The following table summarizes the ownership of units in Holdings LLC as of: Table of Contents June 30, 2026 December 31, 2025 Common Units Ownership Percentage Common Units Ownership Percentage UWM Holdings Corporation ownership of Class A Common Units 342,247,135 21.3 % 268,415,480 16.8 % SFS Corp. ownership of Class B Common Units 1,261,862,603 78.7 % 1,331,482,620 83.2 % Balance at end of period 1,604,109,738 100.0 % 1,599,898,100 100.0 % The non-controlling interest holder has the right to exchange its Paired Interests for, at the Company's option, (i) shares of the Company's Class B common stock or (ii) cash from a substantially concurrent public offering or private sale of the Company's Class A common stock (based on the price of the Company's Class A common stock in such offering). As such, future exchanges of Paired Interests by the non-controlling interest holder will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital or retained earnings when Holdings LLC has positive or negative net assets, respectively. During the six months ended June 30, 2026, the Company issued 4,211,638 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 - Income Taxes for further information on tax impact of the Exchange Transactions. NOTE 12 – REGULATORY NET WORTH REQUIREMENTS Certain secondary market agencies and state regulators require UWM to maintain minimum net worth, capital, and liquidity requirements to remain in good standing with the agencies. Noncompliance with an agency’s requirements can result in such agency taking various remedial actions up to and including terminating UWM’s ability to sell loans to and service loans on behalf of the respective agency. 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 30, 2026, the most restrictive of these requirements require UWM to maintain a minimum net worth of $743.6 million, minimum liquidity of $343.9 million, and minimum capital and risk-based capital ratios of 6%. As of June 30, 2026, UWM was in compliance with these net worth, liquidity, and capital ratio requirements. NOTE 13 – FAIR VALUE MEASUREMENTS Fair value is defined under U.S. GAAP as the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2 and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions. Fair value measurements are classified in the following manner: Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date. Level 3—Valuation is based on the Company’s or others’ models using significant unobservable assumptions at the measurement date that a market participant would use. In determining fair value measurements, the Company uses observable inputs whenever possible. The level of a fair value measurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, Table of Contents such prices are used in the measurements. If observable market data is not available at the measurement date, judgment is required to measure fair value. 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 30, 2026 or December 31, 2025. Mortgage loans at fair value: The Company has elected the fair value option for mortgage loans. The fair values of mortgage loans are based on valuation models that use the market price for similar loans sold in the secondary market. As these prices are derived from market observable inputs, they are categorized as Level 2. IRLCs: The Company's interest rate lock commitments are derivative instruments that are recorded at fair value based on valuation models that use the market price for similar loans sold in the secondary market. The IRLCs are then subject to an estimated loan funding probability, or “pullthrough rate.” Given the significant and unobservable nature of the pullthrough rate assumption, IRLC fair value measurements are classified as Level 3. FLSCs: The Company enters into forward loan sales commitments to sell certain mortgage loans which are recorded at fair value based on valuation models. The Company’s expectation of the amount of its interest rate lock commitments that will ultimately close is a factor in determining the position. The valuation models utilize the fair value of related mortgage loans determined using observable market data, and therefore, the fair value measurements of these commitments are categorized as Level 2. Other interest rate derivatives: The Company has entered into other interest rate derivatives as part of its overall interest rate risk mitigation strategy. These financial instruments are generally comprised of interest rate swap futures, treasury futures, and forward loan purchase commitments. The interest rate swap and treasury futures are valued based on quoted prices in an active market and are therefore categorized as Level 1. The forward loan purchase commitments are valued based on observable market data and therefore categorized as Level 2. None of these other derivative financial instruments were outstanding as of December 31, 2025. Investment securities at fair value, pledged: The Company has previously sold mortgage loans that it originates through its private label securitization transactions. In executing these securitizations, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts. The fair value of these investment securities is primarily based on observable market data and therefore categorized as Level 2. MSRs: The fair value of MSRs is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rates, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various sources. These fair value measurements are classified as Level 3. Table of Contents Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands): June 30, 2026 Description Level 1 Level 2 Level 3 Total Assets: Mortgage loans at fair value $ — $ 9,619,076 $ — $ 9,619,076 IRLCs — — 18,847 18,847 FLSCs — 22,677 — 22,677 Other interest rate derivatives 21,819 20,258 — 42,077 Investment securities at fair value, pledged — 96,044 — 96,044 Mortgage servicing rights — — 5,311,465 5,311,465 Total assets $ 21,819 $ 9,758,055 $ 5,330,312 $ 15,110,186 Liabilities: IRLCs $ — $ — $ 15,531 $ 15,531 FLSCs — 18,035 — 18,035 Total liabilities $ — $ 18,035 $ 15,531 $ 33,566 December 31, 2025 Description Level 1 Level 2 Level 3 Total Assets: Mortgage loans at fair value $ — $ 9,932,729 $ — $ 9,932,729 IRLCs — — 27,780 27,780 FLSCs — 9,787 — 9,787 Investment securities at fair value, pledged — 100,512 — 100,512 Mortgage servicing rights — — 4,073,781 4,073,781 Total assets $ — $ 10,043,028 $ 4,101,561 $ 14,144,589 Liabilities: IRLCs $ — $ — $ 6,475 $ 6,475 FLSCs — 20,099 — 20,099 Total liabilities $ — $ 20,099 $ 6,475 $ 26,574 The following table presents quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs: Unobservable Input - IRLCs June 30, 2026 December 31, 2025 Pullthrough rate (weighted avg.) 81 % 78 % 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 months ended June 30, 2026. Level 3 Issuances and Transfers The Company enters into IRLCs which are considered derivatives. If the contract converts to a loan, the implied value, which is solely based upon interest rate changes, is incorporated in the basis of the fair value of the loan. If the IRLC does not convert to a loan, the basis is reduced to zero as the contract has no continuing value. The Company does not track the basis of the individual IRLCs that convert to a loan, as that amount has no relevance to the presented condensed consolidated financial statements. Other Financial Instruments The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands): Table of Contents June 30, 2026 December 31, 2025 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2027 Senior Notes, due 6/15/27 $ 499,170 $ 495,595 $ 498,736 $ 502,120 2029 Senior Notes, due 4/15/29 697,558 651,112 697,120 695,205 2030 Senior Notes, due 2/1/30 795,019 745,112 794,324 810,040 2031 Senior Notes, due 3/15/31 992,581 891,610 991,795 998,580 Total senior notes $ 2,984,328 $ 2,783,429 $ 2,981,975 $ 3,005,945 The fair value of the 2027, 2029, 2030, and 2031 Senior Notes was estimated using Level 2 inputs, including observable trading information from independent sources. 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 30, 2026 and December 31, 2025, respectively. NOTE 14 – RELATED PARTY TRANSACTIONS In the normal course of business, the Company has entered into in the following significant related party transactions: •The Company’s corporate campus is located in buildings and on land that are owned by entities controlled by a current member of the Board of Directors and the Company's CEO and leased by the Company from these entities, one of which is classified as a finance lease. The Company also makes leasehold improvements to these properties for the benefit of the Company, for which the Company is responsible pursuant to the terms of the lease agreements; •Legal services are provided to the Company by a law firm in which one of the Company’s directors is a partner; •The Company leases aircraft owned by entities controlled by the Company’s CEO to facilitate travel of Company executives for business purposes. The Company's executive officers (other than the CEO) may, from time to time, be authorized by the CEO to use the aircraft for personal trips; •Employee lease agreements, pursuant to which the Company’s team members provide certain administrative services to entities controlled by the Company’s founder and its CEO in exchange for fees paid by these entities to the Company; and •The Company entered into a 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 is terminable by either party for any reason after two years. The Company made net payments to various companies related through common ownership as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2026 2025 2026 2025 Rent and other occupancy related fees, net $ 5,348 $ 4,985 $ 10,014 $ 9,874 Legal fees 150 150 300 300 Other expenses 349 1,183 511 1,262 Total related party net payments $ 5,847 $ 6,318 $ 10,824 $ 11,436 The Company made payments of $0.2 million and $0.3 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the three months ended June 30, 2026 and 2025, respectively. The Company made payments of $0.4 million and $0.5 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the six months ended June 30, 2026 and 2025, respectively. Table of Contents 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 30, 2026 or December 31, 2025. Refer to Note 7 - Other Borrowings. Also see Note 18 - Subsequent Events for further details on related party transactions. NOTE 15 – INCOME TAXES For the three months ended June 30, 2026 and 2025, the Company’s effective tax rate was 4.44% and 4.53%, respectively. For the six months ended June 30, 2026 and 2025, the Company's effective tax rate was 4.70% and 1.68%. 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. The Company’s acquisition of additional units of Holdings LLC by means of an Exchange Transaction is expected to produce, and has produced, net favorable tax effects. Each Exchange Transaction results in the Company acquiring an incremental ownership percentage of the net assets of Holdings LLC along with the temporary differences that give rise to deferred tax assets and liabilities, as well as additional tax basis in such net assets arising from the income tax treatment of each Exchange Transaction. This additional tax basis may reduce the amounts that the Company would otherwise be required to pay to federal, state, or local tax authorities in the future. To the extent that the Company’s future tax obligations are reduced, the Company will be obligated to make payments under the TRA, as discussed in Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies. The amount of the TRA liability, as well as the timing of payments related to the TRA liability, is an estimate and is subject to significant assumptions regarding the amount and timing of future taxable income. For the three months ended June 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 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. For the six months ended June 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 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 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 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) million), and an increase in the TRA liability in the amount of $5.0 million. For the six months ended June 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 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 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) million), and an increase in the TRA liability in the amount of $50.9 million. The offsetting amounts were recorded as adjustments to equity. Table of Contents NOTE 16 – STOCK-BASED COMPENSATION The following is a summary of RSU activity for the three and six months ended June 30, 2026 and 2025: For the three months ended June 30, 2026 2025 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested - beginning of period 34,733,111 $ 5.25 21,349,692 $ 6.55 Granted 1 695,768 2.61 6,668,086 3.97 Vested (5,067,162) 4.53 (702,621) 6.02 Forfeited (1,054,659) 4.78 (596,135) 5.97 Unvested - end of period 29,307,058 $ 5.33 26,719,022 $ 5.93 For the six months ended June 30, 2026 2025 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested - beginning of period 32,721,352 $ 5.46 19,997,692 $ 6.68 Granted 1 4,394,926 3.30 8,813,662 4.29 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 1 The RSUs granted during the three and six months ended June 30, 2026 had vesting terms ranging from immediate to 4 years from the grant date. Stock-based compensation expense recognized for the three months ended June 30, 2026 and 2025 was $12.5 million and $11.6 million, respectively. Stock-based compensation expense recognized for the six months ended June 30, 2026 and 2025 was $25.7 million and $19.9 million, respectively. As of June 30, 2026, there was $100.0 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 years. NOTE 17 – EARNINGS PER SHARE The Company has two classes of economic shares 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 undistributed earnings equally on a per share basis between Class A and Class B common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate 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 to UWM Holdings Corporation 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 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. There was no Class B common stock outstanding as of June 30, 2026 or June 30, 2025. Table of Contents The following table sets forth the calculation of basic and diluted earnings per share for the periods ended June 30, 2026 and 2025 (in thousands, except shares and per share amounts): For the three months ended June 30, For the six months ended June 30, 2026 2025 2026 2025 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 Net income (loss) attributable to UWMC (80,594) 22,909 (55,293) 9,230 Numerator: Net income (loss) attributable to Class A common shareholders $ (80,594) $ 22,909 $ (55,293) $ 9,230 Net income (loss) attributable to Class A common shareholders - diluted (80,594) 22,909 (55,293) 54,129 Denominator: 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 Earnings (loss) per share of Class A common stock outstanding - basic $ (0.24) $ 0.11 $ (0.18) $ 0.05 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 months ended June 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 and Private Warrants were not in the money and the triggering events for the issuance of earn-out shares were not met. Therefore, these potentially dilutive securities were excluded from the computation of diluted earnings per share during the applicable periods. Unvested RSUs have been considered in the calculations of diluted earnings per share for all applicable periods using the treasury stock method and the impact was either anti-dilutive or immaterial. NOTE 18 – SUBSEQUENT EVENTS 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). Table of Contents 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. Table of Contents
Except as set forth in Company’s Form 10-K for the year ended December 31, 2025, there have been no material changes to the Company’s Risk Factors.
Except as set forth in Company’s Form 10-K for the year ended December 31, 2025, there have been no material changes to the Company’s Risk Factors.
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