UWM Holdings Corp 8-K, filed Oct 23, 2026
UWM Holdings Corp (UWMC)
8-K
2026-10-23
For: 2026-10-23
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Added on
October 23, 2026
About this 8-K
UWM Holdings Corp filed this 8-K on October 23, 2026.
UWM Holdings Corporation reported preliminary results for the quarter ended September 30, 2026: loan origination volume of $33.4 billion and net income of $205 to $220 million. It said backstop arrangements ensure at least $400 million in gross rights-offering proceeds. AI summary
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 23, 2026
(Exact Name of Registrant as Specified in Charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 23, 2026, UWM Holdings Corporation (the “Company”) issued a press release and posted an investor presentation announcing selected preliminary financial results for the quarter ended September 30, 2026. The press release is attached as Exhibit 99.1 and is incorporated herein by reference. A copy of the investor presentation is attached as Exhibit 99.2.
The press release and investor presentation are furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Current Report shall not be incorporated by reference in any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
As previously disclosed, on October 5, 2026, the Company commenced its previously announced rights offering to raise proceeds of up to $400 million (the “Rights Offering”). Pursuant to the Rights Offering, each holder of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) as of October 2, 2026 is entitled to purchase 0.57 shares of Class A Common Stock per subscription right at a subscription price per share (the “Subscription Price Per Share”) equal to the greater of: (i) $2.00; and (ii) 85% of the volume-weighted average price per share of the Class A Common Stock during the ten (10) consecutive trading days ending on the third trading day immediately prior to the expiration of the Rights Offering. Based on the current share price, it appears that material subscription from outside investors is unlikely.
In connection with the Rights Offering, as previously disclosed, the Company entered into a support and backstop agreement (the “Backstop Agreement”) with SFS Group Capital, LLC (“SFS Group”), Mat Ishbia (together with SFS Group, the “Ishbia Support Parties”), and certain funds or investment vehicles advised, managed by, or otherwise affiliated with Oaktree Capital Management, L.P. (the “Oaktree Purchasers”). Mat Ishbia is the Company’s chief executive officer and is the sole manager and indirectly controls the entity that holds 75% of the equity interests in SFS Group. To the extent that the Rights Offering is not subscribed at a level that raises $400 million, the Oaktree Purchasers have the option, and the Ishbia Support Parties have the obligation, to purchase securities for the unfunded amount, such that the gross proceeds to the Company from the Rights Offering and pursuant to the Backstop Agreement would be at least $400 million. Both the Oaktree Purchasers and the Ishbia Support Parties may purchase securities from the Company pursuant to the Backstop Agreement through either (i) shares of Class A Common Stock, at the Subscription Price Per Share, or (ii) junior perpetual non-convertible preferred stock, and an equal amount of warrants to purchase Class A Common Stock for an aggregate number of warrants equal to 20% of the initial liquidation preference of such preferred stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 23, 2026
| UWM HOLDINGS CORPORATION | ||||||||
| By: | /s/ Rami Hasani | |||||||
| Name: | Rami Hasani | |||||||
| Title: | Executive Vice President, Chief Financial Officer | |||||||
Exhibit 99.1
UWM Holdings Announces Preliminary Third Quarter 2026 Results
and Updated Financial Disclosure
PONTIAC, Mich., October 23, 2026 - UWM Holdings Corporation (NYSE: UWMC) (“UWMC”, the “Company” “we,” “our” and “us”), the publicly traded indirect parent of United Wholesale Mortgage (“UWM”), today announced certain preliminary operating and financial results for the quarter ended September 30, 2026, together with updated financial disclosure.
The Company is providing this information in advance of the commencement of the measurement period used to determine the subscription price under its previously announced rights offering so that investors have access to updated operating and financial information before the beginning of that period.
Preliminary Third Quarter 2026 Results
Based on its preliminary unaudited results for the quarter ended September 30, 2026, the Company expects to report the following operational and financial results:
•Loan origination volume of $33.4 billion, including $22.8 billion of purchase and $10.6 billion of refinance originations;
•Gain margin of approximately 124 basis points;
•Mortgage servicing rights portfolio unpaid principal balance of approximately $270 billion with a weighted average coupon of approximately 5.97% and weighted average servicing fee of approximately 40 basis points;
•Total Revenue between $800 to $825 million;
•Loan servicing income between $240 to $250 million;
•Loan production income between $410 to $420 million;
•Operating expenses (Total Expenses net of Interest Expense and Servicing Cost) of between $375 to $385 million;
•Net Income between $205 to $220 million;
•Adjusted EBITDA between $170 to $190 million;
•Total Preferred and Common Equity of approximately $2.8 billion at September 30, 2026; and
•Net non-funding debt to Total Preferred and Common Equity between 1.75x to 1.80x.
These amounts are preliminary estimates and may change as the Company completes its financial closing procedures for the quarter ended September 30, 2026.
Updated Financial Disclosure Regarding Full-Year 2026
In addition, the Company is also providing, and updating its disclosure of certain key operating and financial metrics for the full year and as of December 31, 2026.
Based on information currently available to management, the Company estimates that:
•The Company will originate approximately 8% of total residential mortgage production in the United States during 2026;
•The Company will end the year with an MSR portfolio between $210 billion and $230 billion in UPB;
•Total revenue for the year ending December 31, 2026 will be approximately $3.35 billion to $3.50 billion, lower than expected earlier in 2026 as a result of lower origination volume throughout the industry; and
•The Company will sell between $70 and $80 billion of MSRs in Q4 2026 with anticipated proceeds in excess of $1.8 billion. These proceeds, along with the $400 million of gross proceeds from the rights offering, will be used to support the ongoing paydown of non-funding debt.
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Preliminary Financial and Operational Results
The financial and operational information in this press release is selected, preliminary, estimated unaudited financial information for the three months ended September 30, 2026. These estimates have been prepared by, and are the responsibility of, management and have not been reviewed by the Company’s independent registered accounting firm. The preliminary financial and operational information set forth above is based solely on information available to the management of the Company as of the date hereof and is subject to change. The actual financial results of the Company for the quarter ended September 30, 2026, may differ (and such differences may be material) from these preliminary estimates due to the completion of the Company’s quarterly financial closing procedures, including the finalization of accounting analyses, valuations, adjustments and other matters that may arise before the Company reports its final results. The preliminary estimates presented above are subject to final adjustments and other developments that may arise between the date hereof and the time that the results for the quarter ended September 30, 2026 for the Company are finalized, and are not intended to be a comprehensive statement of our financial or operational results for the three months ended September 30, 2026. Accordingly, you should not place undue reliance on this preliminary estimated financial information, as it may differ materially from the actual results. As the Company completes its financial close process and finalizes its financial statements, and as its independent auditors complete their review of the Company’s financial statements, it is possible the Company may identify items that require adjustments to the preliminary financial and operational information set forth in this press release, and those changes could be material. The Company does not intend to update such financial information prior to the filing of its Form 10-Q with the Securities and Exchange Commission (the “SEC”) for the quarter ended September 30, 2026, except as otherwise required by law.
Cautionary Note Regarding Forward-Looking Information
This press release also includes forward-looking statements, including the preliminary financial and operational information for the three months ended September 30, 2026 and the updated financial disclosure. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Specifically, forward-looking statements in this press release include statements regarding our expectations and beliefs related to (i) our estimates for origination volume; (ii) our expected MSR portfolio value at year end; (iii) our expected net non-funding debt at year end; (iv) our expected third quarter 2026 results; and (v) our expectations for subscriptions in the Rights Offering. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) risks related to the completion of the Company’s financial close process and the independent auditors’ review of the Company’s financial statements; (ii) any changes to the assumptions underlying the Company’s closing process and auditors’ review; (iii) risks that the Company may identify additional items that require adjustments to the preliminary financial information; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies; (v) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vi) UWM’s ability to sell loans in the secondary market; (vii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (viii) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (ix) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (x) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xi) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xii) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xiii) UWM’s ability to continue to attract and retain its broker relationships; (xiv) UWM’s ability to implement technological innovation, such as AI in our operations; (xv) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xvi) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xvii) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; (xviii) the completion of the rights offering or the closing of the related backstop agreement on their anticipated terms and (xix) other risks and uncertainties indicated from time to time in our filings with the SEC including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
Non-GAAP Financial Measures
To provide investors with information in addition to our results as determined by U.S. GAAP, we disclose Adjusted EBITDA, net non-funding debt and Total Preferred and Common Equity as non-GAAP measures, which our management uses to evaluate our operating performance and believes it provides useful information on our performance to investors. These measures are not a measurement of our financial performance under U.S. GAAP, and may not be comparable to a similarly titled measures reported by other companies. Adjusted EBITDA, net non-funding debt and Total Preferred and Common Equity have limitations as analytical tools, and should not be considered in isolation or as an alternative to revenue, net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.
We define Adjusted EBITDA as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, adjusted to exclude stock-based compensation expense, the change in fair value of MSRs due to valuation
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inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, the change in fair value of retained investment securities, and acquisition-related expenses (net of recoveries) as we believe these adjustments are not indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.
We define Total Preferred and Common Equity as the sum of (i) total redeemable preferred stock (which was $1.5 billion as of September 30, 2026) plus total equity (which was $1.3 billion as of September 30, 2026).
We define net non-funding debt as the combination of the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases, net of unrestricted cash.
The Company has not provided reconciliations of preliminary Adjusted EBITDA to the most comparable GAAP measure of net income/(loss), because the information necessary to provide such reconciliations is not available without unreasonable effort as of the date of this release and would therefore be potentially misleading and not practicable.This is due to the difficulty of projecting event-driven transactional and other non-core operating items that are included in net income/(loss), including but not limited to asset impairments, MSR valuations and income tax valuation adjustments, that cannot be calculated at this time without unreasonable effort. Reconciliations of these non-GAAP measures to the most comparable GAAP measure for historical periods are available in the Company’s quarterly earnings conference call presentations, accessible on the investor section of the Company’s website at www.uwm.com/investors. The Company expects to provide the applicable reconciliations when it reports its final financial results for the quarter ended September 30, 2026.
About UWM Holdings Corporation
Headquartered in Pontiac, Michigan, UWM Holdings Corporation (“UWMC”) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for eleven consecutive years and is the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.
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INVESTOR PRESENTATION October 2026
DISCLAIMER The financial and operational information in this presentation is selected, preliminary, estimated unaudited financial information for the three months ended September 30, 2026. These estimates have been prepared by, and are the responsibility of, management and have not been reviewed by the Company’s independent registered accounting firm. The preliminary financial and operational information set forth above is based solely on information available to the management of the Company as of the date hereof and is subject to change. The actual financial results of the Company for the quarter ended September 30, 2026, may differ (and such differences may be material) from these preliminary estimates due to the completion of the Company’s quarterly financial closing procedures, including the finalization of accounting analyses, valuations, adjustments and other matters that may arise before the Company reports its final results. The preliminary estimates presented above are subject to final adjustments and other developments that may arise between the date hereof and the time that the results for the quarter ended September 30, 2026 for the Company are finalized, and are not intended to be a comprehensive statement of our financial or operational results for the three months ended September 30, 2026. Accordingly, you should not place undue reliance on this preliminary estimated financial information, as it may differ materially from the actual results. As the Company completes its financial close process and finalizes its financial statements, and as its independent auditors complete their review of the Company’s financial statements, it is possible the Company may identify items that require adjustments to the preliminary financial and operational information set forth in this presentation, and those changes could be material. The Company does not intend to update such financial information prior to the filing of its Form 10-Q with the Securities and Exchange Commission (the “SEC”) for the quarter ended September 30, 2026, except as otherwise required by law. This presentation also includes forward-looking statements, including the preliminary financial and operational information for the three months ended September 30, 2026 and the guidance as of and for the year ended December 31, 2026, which such information has been prepared by, and are the responsibility of, management and have not been reviewed by UWMC’s independent registered accounting firm. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Specifically, forward-looking statements in this presentation include statements regarding our expectations and beliefs related to (i) our estimates for origination volume; (ii) our expected MSR portfolio value at year end; (iii) our expected net non-funding debt at year end; (iv) our expected third quarter 2026 results; and (v) our expectations for subscriptions in the Rights Offering. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) risks related to the completion of the Company’s financial close process and the independent auditors’ review of the Company’s financial statements; (ii) any changes to the assumptions underlying the Company’s closing process and auditors’ review; (iii) risks that the Company may identify additional items that require adjustments to the preliminary financial information; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies; (v) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vi) UWM’s ability to sell loans in the secondary market; (vii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (viii) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (ix) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (x) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xi) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xii) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xiii) UWM’s ability to continue to attract and retain its broker relationships; (xiv) UWM’s ability to implement technological innovation, such as AI in our operations; (xv) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xvi) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xvii) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; (xviii) the completion of the rights offering or the closing of the related backstop agreement on their anticipated terms and (xix) other risks and uncertainties indicated from time to time in our filings with the SEC including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof. This presentation includes certain non-GAAP financial measures, including Adjusted EBITDA, net non-funding debt and Total Preferred and Common Equity. We define Adjusted EBITDA as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, adjusted to exclude stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, the change in fair value of retained investment securities, and acquisition-related expenses (net of recoveries) as we believe these adjustments are not indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non- funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. We define net non-funding debt as the combination of the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases, net of unrestricted cash. We define total redeemable preferred stock and equity as total redeemable preferred stock plus total equity. Total Preferred and Common Equity consists of $1.5 billion of redeemable preferred stock and $1.3 billion of total equity. These measures are not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP and may not be comparable to a similarly titled measure reported by other companies. 2
Source: Company filings; management estimates. Note: 3Q26 figures are preliminary estimates, remain subject to change and will be finalized with the 3Q26 earnings release; earnings-related figures shown as ranges. 1. Adjusted EBITDA is a non-GAAP measure; see Appendix for reconciliation to the most comparable GAAP measure; Appendix includes multiple years and periods of reconciliation. 2. Total Preferred and Common Equity is a non-GAAP measure which consists of $1.5 billion in redeemable preferred stock and $1.3 billion of total equity. 3. Net non-funding debt is a non-GAAP measure which consists of the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases, net of unrestricted cash. PRELIMINARY THIRD QUARTER ESTIMATES AND UPDATED FINANCIAL DISCLOSURE 3 Overview Originations Servicing Other ▪ UWM generated 3Q26 total revenue of $800–$825 million, Adjusted EBITDA1 of $170–190 million, and net income of $205–220 million ▪ Closed the $1.65 billion Series A preferred equity investment from Oaktree and SFS Group on August 5, 2026, materially strengthening capital and liquidity ▪ Operating expenses (Total Expenses net of Interest Expense and Servicing Cost) of $375-$385 million ▪ Loan origination volume of $33.4 billion, including $22.8 billion of purchase and $10.6 billion of refinance originations ▪ Total gain margin of ~124 bps ▪ Loan production income of $410–420 million ▪ Servicing portfolio UPB of ~$270 billion at September 30, 2026 ▪ Weighted average coupon of approximately 5.97% and weighted average servicing fee of approximately 40 basis points ▪ Loan servicing income of $240–250 million ▪ Total Preferred and Common Equity2 of ~$2.8 billion and net non-funding debt3 to Total Preferred and Common Equity of 1.75x–1.80x at September 30, 2026 ▪ We expect to originate approximately 8% of the total residential mortgage production in the United States during 2026 and expect to end the year with an MSR portfolio between $210 billion and$230 billion in UPB at December 31, 2026 ▪ Total revenue is estimated for the year ending December 31, 2026 to be approximately $3.35 billion and $3.50 billion ▪ Commenced a ~$400 million rights offering on October 5, 2026 (expiring November 12, 2026) ▪ We expect to sell approximately $70–80 billion of MSRs in Q4 2026 with anticipated proceeds in excess of $1.8 billion. These proceeds, along with the $400 million of gross proceeds from the rights offering, will be used to support the ongoing paydown of non-funding debt
Source: Rights offering prospectus supplement; executed term sheet; company filings. 1. Subscription price equals the greater of $2.00 and 85% of the 10-day VWAP ending three trading days before expiration. 2. Junior perpetual non-convertible preferred similar to the Series A-2, but subordinated to the Series A; issued with warrants equal to 20% of the initial liquidation preference. UPDATE ON RIGHTS OFFERING MECHANICS 4 Based on the current share price, it appears that material subscription from outside investors is unlikely Rights offering to Class A shareholders1 • 200M Class A share rights offering to existing Class A shareholders at a subscription price equal to the greater of $2.00 and 85% of the 10-day VWAP1 • Rights are transferable: holders may exercise or sell them in the market; over-subscription available to holders who fully exercise • Mat Ishbia has agreed to exercise his subscription rights relating to 408,131 shares of Class A common stock he owns in his personal capacity Any shares unsubscribed in the rights offering Oaktree backstop “option”2 • Oaktree has the right, but not the obligation, to backstop any unsubscribed shares • If exercised, may subscribe in common stock at the subscription price or in junior perpetual preferred stock with warrants2 Any shares Oaktree does not elect to backstop SFS Group / Ishbia backstop3 • SFS Group (controlled by Mat Ishbia) is obligated to purchase the remainder, ensuring at least $400M of gross proceeds • Option to subscribe in common stock or junior perpetual preferred stock with warrants2
APPENDIX 5
Consolidated Balance Sheet ($ in millions) 2Q26 As adjusted1 Assets Cash and cash equivalents $498 $500 Mortgage loans at fair value 9,619 $9,619 Accounts receivable, net 532 532 Mortgage servicing rights 5,311 5,311 Loans eligible for repurchase from Ginnie Mae 1,142 1,142 Other assets 838 838 Total assets $17,941 $17,942 Liabilities Warehouse lines of credit $8,600 $8,600 Secured lines of credit 2,950 1,325 Borrowings against investment securities 84 84 Senior notes 2,984 2,596 Finance lease liability (includes $22.4 million and $22.9 million, respectively, with related parties) 22 22 Loans eligible for repurchase from Ginnie Mae 1,142 1,142 Other liabilities 1,173 1,173 Total liabilities $16,955 $14,942 Stockholders' equity Preferred stock – $1,650 Common stock 0 400 Additional paid-in capital 15 15 Retained earnings 119 84 Total stockholders' equity $134 $2,149 Noncontrolling interests 851 851 Total equity $985 $3,000 Total liabilities and equity $17,941 $17,942 6 1. Pro-forma for Preferred Investment and rights offering assuming $2.00 exercise price and 100% common equity take up. $400 million of additional capital is committed through either the rights offering or the junior backstop, which impacts pro forma common equity, preferred shares outstanding, and shareholder dilution. Assumes $500M minimum cash balance and $35mm of transaction expenses.
Consolidated Statement of Operations ($ in thousands) 2Q26 Loan production income $527,217 Loan servicing income 220,503 Interest income 140,283 Total revenue $888,003 Change in fair value of mortgage servicing rights (122,683) Gain (loss) on other interest rate derivatives (603,191) Other gains (losses), net ($725,874) Salaries, commissions and benefits 213,044 Direct loan production costs 72,161 Marketing, travel, and entertainment 35,588 Depreciation and amortization 14,655 Servicing costs 49,745 Interest expense 158,939 General and administrative 89,749 Other expense 1,170 Total expenses $635,050 Earnings (loss) before income taxes (472,921) Provision (benefit) for income taxes (21,019) Net income (loss) ($451,902) Net income (loss) attributable to NCI ($371,308) Net income (loss) attributable to UWMC ($80,594) 7
Adjusted EBITDA 1. Reflects the change ((increase)/decrease) in fair value of MSRs due to changes in valuation inputs or assumptions. 2. Reflects management incentive bonuses under our long-term incentive plan that are accrued when earned, net of cash payments. 3. Reflects the change (increase/(decrease)) in the fair value of the Public and Private Warrants. 4. Reflects the non-cash (income) expense impact of the change in Tax Receivable Agreement liability. 5. Reflects the change (decrease/(increase)) in the fair value of the retained investment securities. 6. Reflects expenses related to the proposed acquisition of Two Harbors Investment Corp. ("Two Harbors"), net of the fee associated with the termination of the merger agreement with Two Harbors received in the first quarter of 2026. 7. The loss on other interest rate derivatives of $741.4 million for the six months ended June 30, 2026 was primarily attributable to increases in and volatility of interest rates during the first and second quarters of 2026. A significant portion of these derivative positions was entered into at the end of the first quarter and during the second quarter of 2026. ($ in thousands) 2019 2020 2021 2022 2023 2024 2025 1H'26 Net income (loss) $415,057 $3,382,510 $1,568,400 $931,858 ($69,782) $329,375 $244,023 ($281,528) Interest expense on non-funding debt 16,781 28,062 86,086 132,647 172,498 148,620 214,513 157,537 Provision (benefit) for income taxes -- 2,450 9,841 2,811 (6,511) 6,582 6,873 (13,893) Depreciation and amortization 9,405 16,820 35,098 45,235 46,146 45,474 50,044 29,040 Stock-based compensation expense -- -- 6,467 7,545 13,832 24,580 50,363 25,656 Change in fair value of MSRs due to valuation inputs or assumptions1 -- -- (286,348) (868,803) 330,031 (295,197) 435,267 (312,953) (Gain) loss on other interest rate derivatives -- -- -- -- -- 215,436 (298,126) 741,3897 (Recovery)/Impairment of MSRs 20,559 19,584 -- -- -- -- -- -- Deferred compensation, net2 11,000 4,665 21,900 7,370 (7,938) (9,349) (6,195) 4,350 Change in fair value of Public and Private Warrants3 -- -- (36,105) (7,683) 6,060 (5,091) (2,743) -- Change in Tax Receivable Agreement liability4 -- -- 11,937 3,200 (1,575) 70 3,144 2,515 Change in fair value of investment securities5 -- -- 1,061 28,222 (4,491) (526) (4,793) 861 Acquisition-related expenses6 -- -- -- -- -- -- 4,966 (6,187) Adjusted EBITDA $472,802 $3,454,091 $1,418,337 $282,402 $478,270 $459,975 $697,336 $346,787 EBITDA Margin (% of total revenue) 37% 70% 48% 12% 22% 17% 22% 10% 8