UWM Holdings Corp 10-Q for FY2026 Q3
UWM Holdings Corp (UWMC)
10-Q
2026-11-06
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 10-Q
UWM Holdings Corp filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
UWM Holdings Corporation reported $212.6 million net income for the three months ended September 30, 2026 versus $12.1 million, while originations fell 20.0% to $33.4 billion. Nine-month Adjusted EBITDA rose to $525.0 million from $464.6 million; net loss: $69.0 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $811.09M
- down 3.8% from $843.25M a year earlier
- Net income
- $55.52M
- compared with a net loss of $1.26M a year earlier
- Diluted EPS
- $0.09
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______________ to _______________
Commission file number 001-39189
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
x | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
As of November 4, 2026, the registrant had 345,222,915 shares of Class A common stock outstanding and 1,261,862,603 shares of Class D common stock outstanding.
Table of Contents
PART I
Item 1. Financial Statements
UWM HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share amounts)
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Assets | (Unaudited) | |||||||||||||||||||||||||||||||||||||
Cash and cash equivalents (includes restricted cash of $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Mortgage loans at fair value | ||||||||||||||||||||||||||||||||||||||
| Derivative assets | ||||||||||||||||||||||||||||||||||||||
| Investment securities at fair value, pledged | ||||||||||||||||||||||||||||||||||||||
| Accounts receivable, net | ||||||||||||||||||||||||||||||||||||||
| Mortgage servicing rights | ||||||||||||||||||||||||||||||||||||||
| Premises and equipment, net | ||||||||||||||||||||||||||||||||||||||
Operating lease right-of-use asset (includes $ | ||||||||||||||||||||||||||||||||||||||
Finance lease right-of-use asset, net (includes $ | ||||||||||||||||||||||||||||||||||||||
| Loans eligible for repurchase from Ginnie Mae | ||||||||||||||||||||||||||||||||||||||
| Other assets | ||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | ||||||||||||||||||||||||||||||||||||
| Liabilities, redeemable preferred stock and equity | ||||||||||||||||||||||||||||||||||||||
| Warehouse lines of credit | $ | $ | ||||||||||||||||||||||||||||||||||||
| Derivative liabilities | ||||||||||||||||||||||||||||||||||||||
| Secured lines of credit | ||||||||||||||||||||||||||||||||||||||
| Borrowings against investment securities | ||||||||||||||||||||||||||||||||||||||
| Accounts payable, accrued expenses and other | ||||||||||||||||||||||||||||||||||||||
| Accrued distributions and dividends payable | ||||||||||||||||||||||||||||||||||||||
| Senior notes | ||||||||||||||||||||||||||||||||||||||
Operating lease liability (includes $ | ||||||||||||||||||||||||||||||||||||||
Finance lease liability (includes $ | ||||||||||||||||||||||||||||||||||||||
| Loans eligible for repurchase from Ginnie Mae | ||||||||||||||||||||||||||||||||||||||
| Total liabilities | ||||||||||||||||||||||||||||||||||||||
| Redeemable Preferred Stock | ||||||||||||||||||||||||||||||||||||||
Series A-1 preferred stock, $ (current redemption value of $ | ||||||||||||||||||||||||||||||||||||||
Series A-2 preferred stock, $ (current redemption value of $ | ||||||||||||||||||||||||||||||||||||||
| Total redeemable preferred stock | ||||||||||||||||||||||||||||||||||||||
| Equity | ||||||||||||||||||||||||||||||||||||||
Preferred stock, $ | ||||||||||||||||||||||||||||||||||||||
Class A common stock, $ | ||||||||||||||||||||||||||||||||||||||
Class B common stock, $ | ||||||||||||||||||||||||||||||||||||||
Class C common stock, $ | ||||||||||||||||||||||||||||||||||||||
Class D common stock, $ | ||||||||||||||||||||||||||||||||||||||
| Additional paid-in capital | ||||||||||||||||||||||||||||||||||||||
| Retained earnings | ||||||||||||||||||||||||||||||||||||||
| Non-controlling interest | ||||||||||||||||||||||||||||||||||||||
| Total equity | ||||||||||||||||||||||||||||||||||||||
| Total liabilities, redeemable preferred stock and equity | $ | $ | ||||||||||||||||||||||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
UWM HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share amounts)
(Unaudited)
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||
| Loan production income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Loan servicing income | |||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
Total revenue | |||||||||||||||||||||||||||||
Other gains (losses) | |||||||||||||||||||||||||||||
| Change in fair value of mortgage servicing rights | ( | ( | |||||||||||||||||||||||||||
Gain (loss) on other interest rate derivatives | ( | ( | |||||||||||||||||||||||||||
Other gains (losses), net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||
Salaries, commissions, and benefits | |||||||||||||||||||||||||||||
| Direct loan production costs | |||||||||||||||||||||||||||||
| Marketing, travel, and entertainment | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Servicing costs | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
Other expense (income) | ( | ( | |||||||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||||||||
| Earnings (loss) before income taxes | ( | ||||||||||||||||||||||||||||
| Provision (benefit) for income taxes | ( | ||||||||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interest | ( | ||||||||||||||||||||||||||||
| Net income (loss) attributable to UWM Holdings Corporation | ( | ||||||||||||||||||||||||||||
| Less: Preferred stock dividends | |||||||||||||||||||||||||||||
| Net income (loss) available to Class A common shareholders | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
Earnings (loss) per share of Class A common stock (see Note 18): | |||||||||||||||||||||||||||||
| Basic | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Diluted | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
UWM HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except shares and per share amounts)
(Unaudited)
| Class A Common Stock Shares | Class A Common Stock Amount | Class D Common Stock Shares | Class D Common Stock Amount | Additional Paid-in Capital | Retained Earnings | Non-controlling Interest | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A common stock dividends | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Member distributions to SFS Corp. | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Re-measurement of non-controlling interest due to change in parent ownership and other | ( | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A common stock dividends | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Member distributions to SFS Corp. | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Re-measurement of non-controlling interest due to change in parent ownership and other | ( | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A common stock dividends | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Member distributions to SFS Corp. | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Re-measurement of non-controlling interest due to change in parent ownership and other | ( | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Class A common stock dividends | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Member distributions to SFS Corp. | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Re-measurement of non-controlling interest due to change in parent ownership and other | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Class A common stock dividends | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Member distributions to SFS Corp. | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Re-measurement of non-controlling interest due to change in parent ownership and other | ( | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Member distributions to SFS Corp. | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants, net of allocated issuance costs | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Re-measurement of non-controlling interest due to change in parent ownership and other | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
UWM HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| For the nine months ended September 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||||||||
Net income (loss) | $ | ( | $ | ||||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||||||
| Reserve for representations and warranties | |||||||||||||||||
| Capitalization of mortgage servicing rights | ( | ( | |||||||||||||||
| Change in fair value of mortgage servicing rights | ( | ||||||||||||||||
| Depreciation & amortization | |||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||
Decrease (increase) in fair value of investment securities | ( | ||||||||||||||||
Decrease in fair value of warrants liability | ( | ||||||||||||||||
Decrease (increase) in: | |||||||||||||||||
| Mortgage loans at fair value | ( | ||||||||||||||||
| Derivative assets | ( | ||||||||||||||||
| Other assets | ( | ( | |||||||||||||||
Increase (decrease) in: | |||||||||||||||||
| Derivative liabilities | |||||||||||||||||
| Other liabilities | ( | ||||||||||||||||
| Net cash used in operating activities | ( | ( | |||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||||||||
Purchases of premises and equipment, and capitalization of internal-use software | ( | ( | |||||||||||||||
| Net proceeds from sale of mortgage servicing rights | |||||||||||||||||
| Proceeds from principal payments on investment securities | |||||||||||||||||
| Margin calls on borrowings against investment securities | ( | ||||||||||||||||
Investment in private company equity securities | ( | ||||||||||||||||
| Net cash provided by investing activities | |||||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||||||||
| Net borrowings (repayments) under warehouse lines of credit | ( | ||||||||||||||||
| Repayments of finance lease liabilities | ( | ( | |||||||||||||||
| Borrowings under secured lines of credit | |||||||||||||||||
| Repayments under secured lines of credit | ( | ( | |||||||||||||||
| Borrowings against investment securities | |||||||||||||||||
| Repayments of borrowings against investment securities | ( | ( | |||||||||||||||
Proceeds from issuance of senior notes | |||||||||||||||||
Discount and direct issuance cost of senior notes | ( | ||||||||||||||||
| Proceeds from issuance of redeemable preferred stock and warrants | |||||||||||||||||
| Direct issuance costs on redeemable preferred stock and warrants | ( | ||||||||||||||||
| Dividends paid to Class A common shareholders | ( | ( | |||||||||||||||
| Member distributions paid to SFS Corp. | ( | ( | |||||||||||||||
| Other financing activities | ( | ( | |||||||||||||||
| Net cash provided by financing activities | |||||||||||||||||
DECREASE IN CASH AND CASH EQUIVALENTS | ( | ||||||||||||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | |||||||||||||||||
| CASH AND CASH EQUIVALENTS, END OF THE PERIOD | $ | $ | |||||||||||||||
| SUPPLEMENTAL INFORMATION | |||||||||||||||||
| Cash paid for interest | $ | $ | |||||||||||||||
Cash paid for taxes | |||||||||||||||||
| Preferred stock issuance costs incurred but not yet paid | |||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
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 common equity, Class B Common Units, which are held solely by SFS Corp., and Class A Common Units, which are held solely by the Company. Holdings LLC also has two
The Company’s current capital structure authorizes four classes of common Stock, Class A common stock, Class B common stock, Class C common stock and Class D common stock. Each of the Class A Common Stock and Class B Common Stock have the same economic interest in the Company, with Class A Common Stock having one vote per share and the Class B Common Stock having 10 votes per share. The holders of Class C common stock and Class D common stock do not have any economic rights, but have one vote per share and 10 votes per share, respectively. Pursuant to our Certificate of Incorporation, only SFS Corp. and its shareholders can hold either Class B Common Stock or Class D Common Stock. In addition, the Company has two classes of Preferred Stock outstanding, the Series A-1 Preferred Stock and the Series A-2 Preferred Stock. See Note 11 - Redeemable Preferred Stock and Warrants for further information.
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
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 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 16 – 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.
In connection with the issuance of the Series A Preferred Stock and the Warrants, on August 5, 2026, the Company and SFS Corp. entered into and amended and restated TRA (the “TRA Amendment”). Pursuant to the TRA Amendment, (i) LIBOR was replaced with a term SOFR-based rate as the reference rate, (ii) the Company’s ownership of the Series A-1 Preferred Units and Series A-2 Preferred Units was carved out from the hypothetical tax liability and the actual tax liability calculations, and (iii) references to the limited liability company agreement of Holdings LLC were updated to reflect the Third Amended and Restated Limited Liability Company Agreement. Except as modified by the TRA Amendment, all other material terms of the Tax Receivable Agreement remain in full force and effect.
Related Party Transactions
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 37,882,350 shares remained available for issuance under the 2020 Plan as of September 30, 2026.
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.
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.
In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock, which requires paid-in-kind ("PIK") dividends on equity-classified preferred stock to be initially measured based on the PIK dividend rate stated in the preferred stock agreement. The ASU may be applied either prospectively or on a modified retrospective basis for annual periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the potential impacts of the guidance in this ASU.
NOTE 2 – MORTGAGE LOANS AT FAIR VALUE
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) | September 30, 2026 | December 31, 2025 | |||||||||
| Mortgage loans, unpaid principal balance | $ | $ | |||||||||
| Premiums paid on mortgage loans | |||||||||||
| Fair value adjustment | ( | ||||||||||
| Mortgage loans at fair value | $ | $ | |||||||||
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 84 % and 78 % as of September 30, 2026 and December 31, 2025, respectively. The Company primarily uses forward loan sale commitments (“FLSCs”) to economically hedge its pipeline of IRLCs and mortgage loans at fair value. From time to time, the Company enters into other interest rate derivatives as part of its overall interest rate risk mitigation strategy, including risks associated with all or a portion of our MSR portfolio. These other derivative financial
instruments are measured at estimated fair value with changes in fair value recorded in the condensed consolidated statements of operations within the "Gain (loss) on other interest rate derivatives" line item in the "Other gains (losses), net" section.
In connection with the issuance of the Series A Preferred Stock in August 2026, the Company identified certain embedded redemption features that are required to be bifurcated from the preferred stock host and accounted for separately as a compound embedded derivative (see Note 11 - Redeemable Preferred Stock and Warrants for additional information). The compound embedded derivative arises from contractual redemption provisions of the Series A Preferred Stock and was not entered into for risk management or hedging purposes and is not designated as a hedging instrument. The compound embedded derivative is measured at estimated fair value on a recurring basis, with changes in fair value recognized in “Other expense (income)” in the condensed consolidated statements of operations.
Derivative assets and liabilities, including the compound embedded derivative, are presented within “Derivative assets” and “Derivative liabilities,” as applicable, in the condensed consolidated balance sheets.
The notional amounts (as applicable) and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Fair value | Fair value | |||||||||||||||||||||||||||||||||||||
| Derivative assets | Derivative liabilities | Notional Amount | Derivative assets | Derivative liabilities | Notional Amount | |||||||||||||||||||||||||||||||||
| IRLCs | $ | $ | $ | (a) | $ | $ | $ | (a) | ||||||||||||||||||||||||||||||
| FLSCs | ||||||||||||||||||||||||||||||||||||||
Other interest rate derivatives | ||||||||||||||||||||||||||||||||||||||
| Compound embedded derivative | N/A | |||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(a)Notional amounts have been adjusted for pullthrough rates of 84 % and 78 % as of September 30, 2026 and December 31, 2025, respectively.
NOTE 4 – ACCOUNTS RECEIVABLE, NET
The following summarizes accounts receivable, net (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Margin deposits | $ | $ | |||||||||
| Servicing advances | |||||||||||
| Servicing fees | |||||||||||
| Derivative settlements receivable | |||||||||||
| Receivables from sales of servicing | |||||||||||
| Origination receivables | |||||||||||
| Other receivables | |||||||||||
| Allowance for doubtful accounts | ( | ( | |||||||||
| Total accounts receivable, net | $ | $ | |||||||||
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 $269.8 billion and $240.8 billion at September 30, 2026 and December 31, 2025, respectively. Conforming conventional loans serviced by the Company have previously been sold to Fannie Mae and Freddie Mac on a non-recourse basis, whereby credit losses are generally the
responsibility of Fannie Mae and Freddie Mac, and not the Company. Loans serviced for Ginnie Mae are insured by the FHA, guaranteed by the VA, or insured by other applicable government programs. While the above guarantees and insurance are the responsibility of those parties, the Company is still subject to potential losses related to its servicing of these loans. Those estimated losses are incorporated into the valuation of MSRs.
The following table summarizes changes in the MSR assets for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Fair value, beginning of period | $ | $ | $ | $ | |||||||||||||||||||||||||
| Capitalization of MSRs | |||||||||||||||||||||||||||||
| MSR and excess servicing sales | ( | ( | ( | ( | |||||||||||||||||||||||||
| Changes in fair value: | |||||||||||||||||||||||||||||
| Due to changes in valuation inputs and assumptions | ( | ( | |||||||||||||||||||||||||||
| Due to collection/realization of cash flows and other | ( | ( | ( | ( | |||||||||||||||||||||||||
| Fair value, end of period | $ | $ | $ | $ | |||||||||||||||||||||||||
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 September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Changes in fair value: | |||||||||||||||||||||||||||||
| Due to changes in valuation inputs and assumptions, net | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Due to collection/realization of cash flows and other | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net reserves and transaction costs on sales of servicing rights | ( | ( | ( | ||||||||||||||||||||||||||
| Changes in fair value of mortgage servicing rights | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
During the three months ended September 30, 2026 and 2025, the Company sold MSRs on loans with an aggregate UPB of approximately $2.5 billion and $24.1 billion, respectively, for proceeds of approximately $41.3 million and $547.4 million, respectively. There were no excess servicing cash flow sales during the three months ended September 30, 2026. During the three months ended September 30, 2025, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $19.3 billion for proceeds of approximately $146.2 million. In connection with the MSR sales, the Company recorded approximately $0.3 million and $33.3 million, respectively, for estimated reserves and transaction costs, which is reflected as part of the change in fair value of MSRs in the condensed consolidated statements of operations.
During the nine months ended September 30, 2026 and 2025, the Company sold MSRs on loans with an aggregate UPB of approximately $54.2 billion and $112.4 billion, respectively, for proceeds of approximately $864.0 million and $1.9 billion, respectively. There were no excess servicing cash flow sales during the nine months ended September 30, 2026. During the nine months ended September 30, 2025, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $60.7 billion for proceeds of approximately $532.0 million. In connection with the MSR sales, the Company recorded approximately $50.5 million and $66.0 million, respectively, for estimated reserves and transaction costs, which is reflected as part of the change in fair value of MSRs in the condensed consolidated statements of operations.
The following table summarizes the loan servicing income recognized during the three and nine months ended September 30, 2026 and 2025 (in thousands):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Contractual servicing fees | $ | $ | $ | $ | |||||||||||||||||||||||||
| Late, ancillary and other fees | |||||||||||||||||||||||||||||
| Loan servicing income | $ | $ | $ | $ | |||||||||||||||||||||||||
The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Range | Weighted Average | Range | Weighted Average | ||||||||||||||||||||||||||||||||
| Discount rates | % | — | % | % | % | — | % | % | |||||||||||||||||||||||||||
| Annual prepayment speeds | % | — | % | % | % | — | % | % | |||||||||||||||||||||||||||
| Cost of servicing | $ | — | $ | $ | $ | — | $ | $ | |||||||||||||||||||||||||||
The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at September 30, 2026 and December 31, 2025 (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Discount rate: | |||||||||||
| + 10% adverse change – effect on value | $ | ( | $ | ( | |||||||
| + 20% adverse change – effect on value | ( | ( | |||||||||
| Prepayment speeds: | |||||||||||
| + 10% adverse change – effect on value | $ | ( | $ | ( | |||||||
| + 20% adverse change – effect on value | ( | ( | |||||||||
| Cost of servicing: | |||||||||||
| + 10% adverse change – effect on value | $ | ( | $ | ( | |||||||
| + 20% adverse change – effect on value | ( | ( | |||||||||
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.
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 September 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 September 30, 2026 | Total Advanced Against Line as of December 31, 2025 | ||||||||||||||||||||||
Master Repurchase Agreement ("MRA") Funding Limits as of September 30, 2026: | ||||||||||||||||||||||||||
$ | 2/26/2016 | 12/17/2026 | $ | $ | ||||||||||||||||||||||
$ | 2/7/2025 | 2/5/2027 | ||||||||||||||||||||||||
$ | 2/9/2026 | 2/9/2027 | ||||||||||||||||||||||||
$ | 12/31/2014 | 2/17/2027 | ||||||||||||||||||||||||
$ | 3/7/2019 | 2/19/2027 | ||||||||||||||||||||||||
$ | 2/29/2012 | 5/14/2027 | ||||||||||||||||||||||||
$ | 10/30/2020 | 6/15/2027 | ||||||||||||||||||||||||
$ | 7/24/2020 | 8/3/2027 | ||||||||||||||||||||||||
$ | 7/10/2012 | 9/28/2027 | ||||||||||||||||||||||||
$ | 4/23/2021 | 10/08/2027 | ||||||||||||||||||||||||
$ | 5/9/2019 | 11/26/2027 | ||||||||||||||||||||||||
| Early Funding: | ||||||||||||||||||||||||||
| $ | No expiration | |||||||||||||||||||||||||
| $ | No expiration | |||||||||||||||||||||||||
| 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 September 30, 2026.
2 Interest rates under these funding facilities are based on SOFR plus a spread, which ranged from 1.00 % to 1.75 % for substantially all of our loan production volume as of September 30, 2026 and 1.15 % to 1.75 % as of December 31, 2025.
3 The combined funding limit with this counterparty is $2.0 billion, which can be allocated between the MRA Facility and the Conventional MSR Facility (see below) at UWM's discretion. As of September 30, 2026, all of this combined funding capacity was allocated to the Conventional MSR Facility.
We are an approved lender for loan early funding facilities with Fannie Mae through its As Soon As Pooled Plus (“ASAP+”) program and Freddie Mac through its Early Funding (“EF”) program. As an approved lender for these early funding programs, we enter into an agreement to deliver closed and funded one-to-four family residential mortgage loans, each secured by related mortgages and deeds of trust, and receive funding in exchange for such mortgage loans in some cases before we have grouped them into pools to be securitized by Fannie Mae or Freddie Mac. All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of September 30, 2026, we had no balance outstanding through the ASAP+ program and $318.1 million was outstanding through the EF program.
As of September 30, 2026, the Company had pledged mortgage loans at fair value as collateral under its warehouse lines of credit. The above agreements also contain covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income, as defined in the agreements. The Company was in compliance with all of these covenants as of September 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 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 June 15, 2027. As of September 30, 2026, $1.415 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 September 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 September 30, 2026, $875.0 million 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 September 30, 2026, the Company was in compliance with all applicable covenants.
The weighted average interest rate charged for borrowings under our MSR facilities was 6.31 % and 7.17 % for the three months ended September 30, 2026 and 2025, respectively. The weighted average interest rate charged for borrowings under our MSR facilities was 6.22 % and 7.21 % for the nine months ended September 30, 2026 and 2025 , respectively.
NOTE 7 – OTHER BORROWINGS
Senior Notes
The following is a summary of the Company's outstanding senior notes (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Facility Type | Maturity Date | Stated Interest Rate | Carrying Amount | Outstanding Principal | Carrying Amount | Outstanding Principal | ||||||||||||||||||||||||||||||||
2027 Senior notes(1) | 06/15/2027 | % | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
2029 Senior notes(2) | 04/15/2029 | % | ||||||||||||||||||||||||||||||||||||
2030 Senior notes(3) | 02/01/2030 | % | ||||||||||||||||||||||||||||||||||||
2031 Senior notes(4) | 03/15/2031 | % | ||||||||||||||||||||||||||||||||||||
Total senior notes | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Weighted average effective interest rate | ||||||||||||||||||||||||||||||||||||||
(1) Carrying amount includes $ | ||||||||||||||||||||||||||||||||||||||
(2) Carrying amount includes $ | ||||||||||||||||||||||||||||||||||||||
(3) Carrying amount includes $ | ||||||||||||||||||||||||||||||||||||||
(4) Carrying amount includes $ | ||||||||||||||||||||||||||||||||||||||
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
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 par 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 September 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
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 September 30, 2026. No
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 $52.1 million and $68.1 million in UPB of loans during the three months ended September 30, 2026 and 2025, respectively, and $179.6 million and $150.2 million in UPB of loans during the nine months ended September 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 September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||||||||
| Additions | |||||||||||||||||||||||||||||
| Loss realized, net of adjustments | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | |||||||||||||||||||||||||
Commitments to Originate Loans
As of September 30, 2026, the Company had agreed to extend credit to potential borrowers for approximately $14.4 billion. These contracts represent off-balance sheet credit risk where the Company may be required, subject to completion of underwriting, to extend credit to these borrowers based on the prevailing interest rates and prices at the time of execution. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon.
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 involved from time to time in consumer complaints, regulatory examinations and actions, and legal proceedings, and other litigation in the ordinary course of our business. The Company may also initiate legal proceedings to enforce its contractual or other rights and may assert claims or counterclaims in connection with litigation.
The Company is currently involved in various legal proceedings arising from its business activities or those of its subsidiaries, including but not limited to the matters described in Part II, Item 1, “Legal Proceedings.” These proceedings include putative class actions and other matters in which claims have been asserted against the Company, or its subsidiaries,
and/or certain of its or their directors and executive officers, as well as matters in which the Company, or its subsidiaries, has asserted claims or counterclaims. The parties asserting claims against the Company, or its subsidiaries, and/or certain of its or their directors and executive officers generally seek monetary damages and, in certain cases, equitable, declaratory or injunctive relief and attorneys’ fees.
With respect to certain matters in which claims have been asserted against the Company, or its subsidiaries, and/or certain of its or their directors and executive officers, an unfavorable outcome is reasonably possible; however, the Company is currently unable to reasonably estimate the possible loss or range of loss associated with such matters. The Company, or its subsidiaries, maintains insurance coverage, including directors’ and officers’ liability insurance, that may provide coverage for certain matters, subject to the terms, conditions, and limitations of the applicable policies. The ultimate resolution of these matters is inherently uncertain, and the outcomes may differ from the Company’s current expectations.
NOTE 9 - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER
The following summarizes accounts payable, accrued expenses and other (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| TRA liability | $ | $ | |||||||||
| Margin call deposits | |||||||||||
Servicing fees payable | |||||||||||
Representations and warranties reserve | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Derivative settlements payable | |||||||||||
| Accrued interest and bank fees | |||||||||||
| Other accrued expenses | |||||||||||
| Other accounts payable | |||||||||||
| Investor payables | |||||||||||
| Deferred tax liability | |||||||||||
Total accounts payable, accrued expenses and other | $ | $ | |||||||||
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. 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 nine months ended September 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 September 30, 2026, investment securities at fair value totaled $88.2 million, of which $86.6 million
were pledged as collateral for borrowings against investment securities with an outstanding principal balance of $80.7 million. The borrowings mature within approximately 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 – REDEEMABLE PREFERRED STOCK AND WARRANTS
On August 5, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain funds or investment vehicles advised, managed by or otherwise affiliated with Oaktree Capital Management, L.P. (“Oaktree”) and SFS Group Capital, LLC (“SFS Group”). SFS Group is an entity controlled by the Company's Chairman, President, and CEO. Pursuant to the Securities Purchase Agreement, the Company issued and sold 1,500,000 shares of its Series A-1 preferred stock (“Series A-1 Preferred Stock”) to Oaktree and 150,000 shares of its Series A-2 preferred stock (“Series A-2 Preferred Stock”) to SFS Group, each with a par value of $0.0001 1,000 1.650 billion. The Series A-1 Preferred Stock and Series A-2 Preferred Stock were designated from the 100,000,000 shares of preferred stock, par value $0.0001
In connection with the issuance of the Series A Preferred Stock, the Company also issued to Oaktree and SFS Group 165,000,000 Class A warrants with an exercise price of $6.00 per share of Class A Common Stock (“Class A Warrants”), and 165,000,000 Class B warrants with an exercise price of $2.00 per share of Class A Common Stock (“Class B Warrants”), each exercisable for shares of the Company’s Class A common stock (150,000,000 15,000,000
Initial measurement
The Company allocated initial net proceeds of approximately $1.638 billion between the Series A Preferred Stock and the Warrants based on their relative fair values at the issuance date. Approximately $1.5 billion was allocated to the Series A Preferred Stock and approximately $137.4 million was allocated to the Warrants. The Company identified certain embedded redemption features within the Series A Preferred Stock, consisting of certain contingent redemption rights held by Oaktree and the Company’s contingent and non-contingent redemption rights. The Company concluded that these features should be combined and accounted for as a single compound embedded derivative that is required to be bifurcated from the Series A Preferred Stock host contract. As of September 30, 2026, the compound embedded derivative asset had an estimated fair value of approximately $16.5 million and will be subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.
The Warrants qualify for equity classification, and the net amount allocated to the Warrants was recorded in permanent equity. The Warrants are not subsequently remeasured while they continue to qualify for equity classification. The Company will reassess their classification upon a modification of the Warrant terms or a change in facts or circumstances that could affect the applicable equity-classification criteria.
Series A Preferred Stock Dividends
Dividends on the Series A Preferred Stock accrue daily from August 5, 2026, are cumulative and compound quarterly. Dividend payment dates are January 15, April 15, July 15 and October 15 of each year, with the first dividend payment date occurring on October 15, 2026. If a dividend is declared on the applicable record date (15 days prior to the applicable dividend payment date) and paid in cash on the applicable dividend payment date, dividends accrue at an annual rate of 10.0 %. If a dividend is not so declared and paid in cash, dividends accrue at an annual rate of 13.0 % and automatically accrete to and increase the stated value of the applicable Series A Preferred Stock on the dividend payment date. Cash dividends on the Series A-2 Preferred Stock, which is held by SFS Group, generally may be paid only when cash dividends are paid on the Series A-1 Preferred Stock. While Series A-1 Preferred Stock remains outstanding, cash dividends on the Series A-2 Preferred Stock are also subject to the priority and consent provisions contained in the Series A-1 and Series A-2 Certificates of Designation.
On September 30, 2026, the Company’s Board of Directors declared a cash dividend on the Series A Preferred Stock payable on October 15, 2026 to holders of record on September 30, 2026. The total dividend declared was approximately $33.0 million, which includes dividends accrued through October 15, 2026. Dividends accrued from the August 5, 2026 issuance date through September 30, 2026 were approximately $26.1 million, consisting of $23.7 million attributable to the Series A-1 Preferred Stock and $2.4 million attributable to the Series A-2 Preferred Stock. The portion of the declared dividend attributable to the period from October 1 through October 15, 2026 will be recognized during the fourth quarter of 2026.
Series A Preferred Stock redemption, liquidation and other rights
The Company may redeem all or a portion of either series of Series A Preferred Stock at the applicable redemption price specified in the Certificates of Designation. During the first two years following issuance, optional redemptions are subject to specified cumulative net income and minimum outstanding Series A Preferred Stock conditions. Optional redemptions during this period are also subject to a minimum aggregate return equal to 140 % of the original issue price, after taking into account cash dividends previously paid on the shares being redeemed.
The redemption price associated with the Company’s optional redemption generally equals the applicable liquidation preference, consisting of the initial stated value plus accrued and unpaid dividends, plus a redemption premium calculated as a percentage of the applicable liquidation preference. The redemption premium is 10 % during the first year following issuance and increases by 10 % on each anniversary from the original issue date. Upon a change of control, as defined in the applicable Certificate of Designation, the Company is required to offer to redeem the outstanding Series A Preferred Stock and holders may elect to have all or a portion of their shares redeemed for a number of shares of Class A common stock determined under the formula specified in the applicable Certificate of Designation. Upon the earlier of the seventh anniversary of the original issue date and the occurrence of certain events of noncompliance, the requisite holders of Series A-1 Preferred Stock may direct the Company to pursue a liquidity transaction, with applicable net proceeds used to redeem Series A-1 Preferred Stock at the then-applicable redemption price. Series A-2 Preferred Stock does not have a corresponding liquidity-process right.
The Series A Preferred Stock ranks senior to the Company’s common stock with respect to distributions upon a liquidation, dissolution or winding up of the Company. Before the occurrence of an event of noncompliance, Series A-1 Preferred Stock and Series A-2 Preferred Stock generally rank equally with respect to liquidation distributions. Following the occurrence of an event of noncompliance, the Series A-1 Preferred Stock is entitled to receive the applicable Series A-1 redemption price before distributions are made to Series A-2 Preferred Stock or junior securities.
The holders of Series A-1 Preferred Stock also have specified director-election and consent rights. Upon the earlier of the seventh anniversary of issuance and the occurrence of certain events of noncompliance, the holders of Series A-1 Preferred Stock may obtain the right to elect a majority of the Company’s authorized directors, subject to the conditions and procedures contained in the certificate of designation governing the Series A-1 Preferred Stock (the “Series A-1 Certificate of Designation”).
Financial requirements and events of noncompliance
The Series A-1 Certificate of Designation requires the Company to maintain specified financial thresholds, including minimum tangible book value of equity, minimum liquidity, and a maximum corporate net leverage ratio. A failure to satisfy the tangible book value or minimum liquidity requirements quarterly that is not cured within the applicable 30-day cure period, or a corporate net leverage ratio exceeding certain maximum limits at the end of two consecutive fiscal quarters, constitutes an event of noncompliance. The Company was in compliance with these financial requirements as of September 30, 2026.
Classification and subsequent measurement
Because the Series A Preferred Stock may become redeemable upon the occurrence of events that are not solely within the Company’s control, the Series A Preferred Stock is classified as redeemable preferred stock outside of permanent stockholders’ equity in the accompanying condensed consolidated balance sheet. The initial carrying amount reflects the net proceeds allocated to the Series A Preferred Stock after the bifurcation of the compound embedded derivative and the allocation of related direct issuance costs. The Series A Preferred Stock is not currently redeemable, and the Company determined that it is not probable that the Series A Preferred Stock will become redeemable. Accordingly, the Company has not adjusted the carrying amount of the Series A Preferred Stock to its redemption amount subsequent to initial recognition. The Company will reassess at each reporting date whether the Series A Preferred Stock has become redeemable or is probable of becoming redeemable and, if so, will adjust its carrying amount.
The following table summarizes activity in the carrying amount of the Company’s redeemable preferred stock:
| ($ in thousands) | Series A-1 | Series A-2 | Total | |||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | |||||||||||||||||
| Issuance of preferred stock, net of allocation to warrants | ||||||||||||||||||||
| Issuance costs allocated to preferred stock | ( | ( | ( | |||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | |||||||||||||||||
| Aggregate stated value at September 30, 2026 | $ | $ | $ | |||||||||||||||||
| Contractual redemption amount as if redeemed at September 30, 2026 | $ | $ | $ | |||||||||||||||||
The contractual redemption amount presented above reflects the amount payable under the applicable Certificates of Designation as if the Series A Preferred Stock were redeemable as of September 30, 2026.
As of September 30, 2026, the following shares of Series A Preferred Stock were issued and outstanding:
| Series A-1 Preferred Stock | Series A-2 Preferred Stock | |||||||||||||
| Shares authorized | ||||||||||||||
| Shares issued and outstanding | ||||||||||||||
| Original issue price per share | $ | $ | ||||||||||||
| Stated value per share | $ | $ | ||||||||||||
Warrants
Each Class A Warrant initially entitles the holder to purchase one share of Class A common stock at an exercise price of $6.00 per share. Each Class B Warrant initially entitles the holder to purchase one share of Class A common stock at an exercise price of $2.00 per share. The Warrants are exercisable only for cash, in whole or in part, and expire on August 5, 2036. The exercise prices and number of shares issuable upon exercise are subject to customary adjustments for stock dividends, stock splits, reclassifications and specified distributions. Cash dividends paid on Class A common stock reduce the applicable warrant exercise price by the amount of the per-share cash dividend, subject to the contractual exercise-price floor.
The Warrants do not provide their holders with voting or dividend rights before exercise. Upon specified change-of-control transactions, the Warrants remain exercisable for the securities, cash or other consideration receivable by holders of the underlying Class A common stock, as provided in the applicable Warrant Agreement. As of September 30, 2026, 165,000,000 Class A warrants and 165,000,000 Class B warrants were outstanding.
Earnings per share
Dividends on the Series A Preferred Stock are deducted in determining net income available to Class A common stockholders. The Warrants are not participating securities. When dilutive, the Warrants are included in diluted earnings per share using the treasury stock method. See Note 18 - Earnings Per Share.
NOTE 12 – NON-CONTROLLING INTEREST
The non-controlling interest balance represents the economic interest in Holdings LLC held by SFS Corp. The income and losses of Holdings LLC, after preferred dividends, are allocated to the non-controlling interest in direct proportion to SFS Corp.’s ownership of common units in Holdings LLC. The following table summarizes the ownership of common units in Holdings LLC as of:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Common Units | Ownership Percentage | Common Units | Ownership Percentage | ||||||||||||||||||||
| UWM Holdings Corporation ownership of Class A Common Units | % | % | |||||||||||||||||||||
| SFS Corp. ownership of Class B Common Units | % | % | |||||||||||||||||||||
| Balance at end of period | % | % | |||||||||||||||||||||
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 nine months ended September 30, 2026, the Company issued 7,063,381 shares of Class A common stock, net of withholdings, which primarily related to the vesting of RSUs under its stock-based compensation plan. In addition, as a result of Exchange Transactions, the Company issued 69,620,017 shares of Class B common stock, all of which were immediately converted into shares of Class A common stock. These transactions resulted in an equivalent increase in the number of Class A Common Units of Holdings LLC held by the Company, and a re-measurement of the non-controlling
NOTE 13 – 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.
NOTE 14 – 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, 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 September 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.
Compound Embedded Derivative: The Company identified certain embedded redemption features within the Series A Preferred Stock that are accounted for as a single compound embedded derivative and bifurcated from the Series A Preferred Stock host contract. The compound embedded derivative is measured at fair value on a recurring basis, with changes in fair value recognized in earnings. The Company classified the fair value measurement within Level 3 of the fair value hierarchy because the valuation utilizes significant unobservable inputs, including assumptions regarding probabilities of certain contingent events occurring. The valuation reflects the probability-weighted impact of such events on the contractual cash flows associated with the embedded redemption features. Changes in these assumptions could result in changes in the estimated fair value of the compound embedded derivative.
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.
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):
| September 30, 2026 | ||||||||||||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Mortgage loans at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| IRLCs | ||||||||||||||||||||||||||
| FLSCs | ||||||||||||||||||||||||||
| Investment securities at fair value, pledged | ||||||||||||||||||||||||||
| Compound embedded derivative | ||||||||||||||||||||||||||
| Mortgage servicing rights | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| IRLCs | $ | $ | $ | $ | ||||||||||||||||||||||
| FLSCs | ||||||||||||||||||||||||||
| Other interest rate derivatives | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Mortgage loans at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| IRLCs | ||||||||||||||||||||||||||
| FLSCs | ||||||||||||||||||||||||||
| Investment securities at fair value, pledged | ||||||||||||||||||||||||||
| Mortgage servicing rights | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| IRLCs | $ | $ | $ | $ | ||||||||||||||||||||||
| FLSCs | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
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 | September 30, 2026 | December 31, 2025 | |||||||||
Pullthrough rate (weighted avg.) | % | % | |||||||||
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 nine months ended September 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):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||||||||||||||||
| 2027 Senior Notes, due 6/15/27 | $ | $ | $ | $ | ||||||||||||||||||||||
| 2029 Senior Notes, due 4/15/29 | ||||||||||||||||||||||||||
2030 Senior Notes, due 2/1/30 | ||||||||||||||||||||||||||
2031 Senior Notes, due 3/15/31 | ||||||||||||||||||||||||||
Total senior notes | $ | $ | $ | $ | ||||||||||||||||||||||
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 September 30, 2026 and December 31, 2025, respectively.
NOTE 15 – RELATED PARTY TRANSACTIONS
In the normal course of business, the Company has entered into 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. The agreement, which was entered into during the fourth quarter of 2025, 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 September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Rent and other occupancy related fees, net | $ | $ | $ | $ | |||||||||||||||||||||||||
| Naming rights and sponsorship agreement fees | |||||||||||||||||||||||||||||
| Legal fees | |||||||||||||||||||||||||||||
| Other expenses | |||||||||||||||||||||||||||||
| Total related party net payments | $ | $ | $ | $ | |||||||||||||||||||||||||
The Company made payments of $0.2 million and $0.2 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the three months ended September 30, 2026 and 2025, respectively. Additionally, the Company made payments of $0.6 million and $0.7 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the nine months ended September 30, 2026 and 2025, respectively.
NOTE 16 – INCOME TAXES
For the three months ended September 30, 2026 and 2025, the Company’s effective tax rate was 4.98 % and 4.59 %, respectively. For the nine months ended September 30, 2026 and 2025, the Company's effective tax rate was 3.85 % and 2.13 %. The variations between the Company’s effective tax rate and the U.S. statutory rate are primarily due to the portion of the Company’s earnings attributable to non-controlling interest.
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 September 30, 2026, no Exchange Transactions took place. For the nine months ended September 30, 2026, Exchange Transactions resulted in a net increase in the Company’s deferred tax asset related to its investment in Holdings LLC in the amount of $51.8 million (consisting of increased tax basis and other temporary differences resulting from tax rules applicable to Exchange Transactions, and which are subject to the TRA, of $94.8 million, net of temporary differences resulting from the Company's increased ownership in Holdings LLC, and which are not subject to the TRA of $(43.0 ) million), and an increase in the TRA liability in the amount of $80.6 million. The offsetting amounts were recorded as adjustments to equity.
For the three months ended September 30, 2025, Exchange Transactions resulted in a net increase in the Company’s deferred tax asset related to its investment in Holdings LLC in the amount of $20.6 million (consisting of increased tax basis and other temporary differences resulting from the tax rules applicable to Exchange Transactions, and which are subject to the TRA, of $33.7 million, net of temporary differences resulting from the Company's increased ownership in Holdings LLC, and which are not subject to the TRA of $(13.1 ) million), and an increase in the TRA liability in the amount of $28.6 million. For the nine months ended September 30, 2025, Exchange Transactions resulted in a net increase in the Company’s deferred tax asset related to its investment in Holdings LLC in the amount of $57.0 million (consisting of increased tax basis and other temporary differences resulting from the tax rules applicable to Exchange Transactions, and which are subject to the TRA of $93.6 million, net of temporary differences resulting from the Company's increased ownership in Holdings LLC, and which are not subject to the TRA of $(36.6 ) million), and an increase in the TRA liability in the amount of $79.5 million. The offsetting amounts were recorded as adjustments to equity.
NOTE 17 – STOCK-BASED COMPENSATION
The following is a summary of RSU activity for the three and nine months ended September 30, 2026 and 2025:
| For the three months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||||||||||||||
| Unvested - beginning of period | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Granted 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Unvested - end of period | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| For the nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||||||||||||||
| Unvested - beginning of period | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Granted 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Unvested - end of period | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
1 The RSUs granted during the three and nine months ended September 30, 2026 had vesting terms ranging from immediate to | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense recognized for the three months ended September 30, 2026 and 2025 was $10.2 million and $14.8 million, respectively. Stock-based compensation expense recognized for the nine months ended September 30, 2026 and 2025 was $35.8 million and $34.7 million, respectively. As of September 30, 2026, there was $84.1 million of unrecognized compensation expense related to the grant date fair value of unvested awards which is expected to be recognized over a weighted average period of 3.21 years.
NOTE 18 – EARNINGS PER SHARE
The Company has two classes of economic common stock authorized - Class A and Class B common stock. The Company applies the two-class method for calculating earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates available undistributed earnings equally on a per share basis between Class A and Class B common stock. Under the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate equally in earnings on a per-share basis, as if all shares of common stock were of a single class, and in dividends 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 available to common stockholders by the weighted-average number of shares of Class A common stock and Class B common stock outstanding during the period. Diluted earnings per share of Class A common stock and Class B common stock is computed by dividing net income available to common stockholders, adjusted for the effects of potentially dilutive securities, by the weighted-average number of shares of Class A common stock and Class B common stock outstanding, adjusted to give effect to potentially dilutive securities.
Net income available to Class A common stockholders is adjusted for dividends on the Series A-1 and A-2 Preferred Stock. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - for additional information related to the Company's capital structure. Refer to Note 11 - Redeemable Preferred Stock and Warrants for
additional information regarding the Series A Preferred Stock and Class A and Class B warrants (see below), and Note 12 - Non-Controlling Interest for a description of the Paired Interests.
There was no
The following table sets forth the calculation of basic and diluted earnings per share for the periods ended September 30, 2026 and 2025 (in thousands, except shares and per share amounts):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Less: net income (loss) attributable to non-controlling interest | ( | ||||||||||||||||||||||||||||
| Net income (loss) attributable to UWM Holdings Corporation | ( | ||||||||||||||||||||||||||||
| Less: Preferred stock dividends | |||||||||||||||||||||||||||||
| Net income (loss) available to Class A common shareholders | ( | ( | |||||||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||||||||
| Net income (loss) available to Class A common shareholders | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Net income (loss) available to Class A common shareholders - diluted | ( | ( | |||||||||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding - basic | |||||||||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding - diluted | |||||||||||||||||||||||||||||
Earnings (loss) per share of Class A common stock outstanding - basic | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
Earnings (loss) per share of Class A common stock outstanding - diluted | ( | ( | |||||||||||||||||||||||||||
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 nine months ended September 30, 2025. Under the if-converted method, all of the Company's net income for the applicable periods is attributable to Class A common shareholders. The net income of the Company under the if-converted method is calculated including an estimated income tax provision which is determined using a blended statutory effective tax rate.
The Class A and Class B warrants, which were issued on August 5, 2026, have been considered in the calculation of diluted earnings per share from the issuance date using the treasury stock method. These warrants were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2026 because their effect would have been anti-dilutive. Unvested RSUs have been considered in the calculation of diluted earnings per share for all applicable periods using the treasury stock method and the impact was either anti-dilutive or immaterial.
NOTE 19 – SUBSEQUENT EVENTS
In October 2026, the Company commenced a rights offering to holders of its Class A common stock, intended to raise gross proceeds of up to $400 million. Holders of record as of October 2, 2026 received transferable subscription rights to purchase shares of Class A common stock at a subscription price equal to the greater of $2.00 per share and 85 % of the ten trading day volume weighted average price of the Company's Class A common stock ending on the third trading day immediately prior to the expiration of the rights offering. The rights offering is scheduled to expire on November 12, 2026, unless extended.
Pursuant to the support and backstop agreement entered into on August 5, 2026 (the “Backstop Agreement”) in conjunction with the Securities Purchase Agreement, to the extent the rights offering does not generate $400 million of gross proceeds, certain funds affiliated with Oaktree have the option, and SFS Group and the Company's Chairman, President, and CEO (the “Ishbia Support Parties”) have the obligation, to purchase securities for the unfunded amount such that aggregate gross proceeds from the rights offering and the backstop purchases would be at least $400 million. Under the Backstop
Agreement, the purchasers have the option of fulfilling their backstop purchase through either (x) shares of Class A Common Stock, at the same price as was available in the Rights Offering or (y) junior perpetual non-convertible preferred stock which is similar to the Series A-2 Preferred Stock, except that it is further subordinated to the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, and an equal amount of Class A Warrants and Class B Warrants for aggregate number of warrants equal to 20% of principal amount of such preferred stock.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, our condensed consolidated financial statements and the related notes and other information included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”). This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Cautionary Note Regarding Forward-Looking Statements,” in this report and in Part I. Item 1A. “Risk Factors” included in our Form 10-K filed with the SEC on February 25, 2026. Unless otherwise indicated or the context otherwise requires, when used in this Form 10-Q, the term “UWM” means United Wholesale Mortgage, LLC and “we,” “our” and “us” refer to UWM Holdings Corporation and our subsidiaries.
Business Overview
For the last eleven years, including the year ended December 31, 2025, we have been the largest wholesale mortgage lender in the U.S. by closed loan volume. With a culture of continuous innovation of technology and enhanced client experience, we lead our market by building upon our proprietary and exclusively licensed technology platforms, superior service and focused partnership with the Independent Mortgage Broker community. We originate primarily conforming and government loans across all 50 states and the District of Columbia.
Our mortgage origination business derives revenue from originating, processing and underwriting primarily GSE conforming mortgage loans, along with FHA, USDA and VA mortgage loans, which are subsequently pooled and sold in the secondary market. For the three and nine months ended September 30, 2026, 91% and 93%, respectively, of the loans we originated were sold to Fannie Mae or Freddie Mac, or were transferred to Ginnie Mae pools in the secondary market, while the remainder primarily include non-agency jumbo loans (underwritten to the same “Qualified Mortgage" underwriting standards and have a similar risk profile but are sold to third party investors primarily due to loan size), construction loans, and non-qualified mortgage products, including home equity loans and lines of credit (which in many instances are second liens).
The mortgage origination process generally begins with a borrower entering into an IRLC with us that is arranged by an Independent Mortgage Broker, pursuant to which we have committed to enter into a mortgage at specified interest rates and terms within a specified period of time with a borrower who has applied for a loan and met certain credit and underwriting criteria. As we have committed to providing a mortgage loan at a specific interest rate, we generally hedge that risk by selling forward-settling mortgage-backed securities and FLSCs in the To Be Announced market. When the mortgage loan is closed, we fund the loan with approximately 2-3%, on average, of our own funds and the remainder with funds drawn under one of our warehouse facilities (except when we opt to "self-warehouse" in which case we use our cash to fund the entire loan). At that point, the mortgage loan is legally owned by our warehouse facility lender and is subject to our repurchase right (other than when we self-warehouse). When we have identified a pool of mortgage loans to sell to the agencies, non-governmental entities, other investors, or through our private label securitization transactions, we repurchase loans not already owned by us from our warehouse lender and sell the pool of mortgage loans into the secondary market, but in most instances retain the MSRs associated with those loans. We currently retain the MSRs associated with the majority of our production, but we have, and intend to continue to opportunistically sell MSRs depending on market conditions. This nimble approach has provided us funding flexibility, and reduced legacy MSR asset exposure. When we sell MSRs, we typically sell them in the bulk MSR secondary market.
Our unique model, focusing exclusively on the wholesale channel, results in what we believe to be complete alignment with our clients and superior customer service arising from our investments in people and technology that has driven demand for our services from our clients.
New Accounting Pronouncements
See Note 1 – Organization, Basis of Presentation and Summary of Significant Accounting Policies to the condensed consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on our condensed consolidated financial statements.
Components of Revenue
We generate revenue from the following three components of the loan origination business: (i) loan production income, (ii) loan servicing income, and (iii) interest income.
Loan production income. Loan production income includes all components related to the origination and sale of mortgage loans, including:
• primary gain (loss), which includes the following:
◦the difference between the estimated fair value or sale price of newly originated loans when sold in the secondary market and the purchase price of such originated loans. The purchase price of originated loans includes the loan principal amount, as well as any compensation paid by us to our clients (i.e., the Independent Mortgage Brokers) and any lender credits provided by us to borrowers, offset by discount points (if any) paid by borrowers to us to reduce their interest rate. Primary gain (loss) also includes changes in the estimated fair value of loans from the origination date to the sale date, and any difference between proceeds received upon sale (net of certain fees charged by investors) and the current fair value of a loan when sold into the secondary market;
◦the change in fair value of IRLCs and FLSCs (used to economically hedge IRLCs and loans at fair value from the origination to the sale date) due to changes in estimated fair value, driven primarily by interest rates but also influenced by other valuation assumptions;
• loan origination and certain other fees related to the origination of a loan, which generally represent flat, per-loan fee amounts;
• provision for representation and warranty obligations, which represent the reserves initially established at the time of sale for our estimated liabilities associated with the potential repurchase or indemnity of purchasers of loans previously sold due to representation and warranty claims by investors. Included within these reserves are amounts for estimated liabilities for requirements to repay a portion of any premium received from investors on the sale of certain loans if such loans are repaid in their entirety within a specified time period after the sale of the loans; and
•capitalization of MSRs, representing the estimated fair value of newly originated MSRs when loans are sold and the associated servicing rights are retained.
Loan servicing income. Loan servicing income consists of the contractual fees earned for servicing the loans and includes ancillary revenue such as late fees and modification incentives. Loan servicing income is recognized upon collection of payments from borrowers.
Interest income. Interest income represents interest earned on mortgage loans at fair value.
Components of Operating Expenses
Our operating expenses include salaries, commissions and benefits, direct loan production costs, marketing, travel and entertainment, depreciation and amortization, servicing costs, general and administrative (including professional services, occupancy and equipment), interest expense, and other expense (income) (primarily related to the increase or decrease, respectively, in the fair value of the liability for the Public and Private Warrants (all unexercised Public and Private Warrants expired on January 21, 2026), the increase or decrease, respectively, in the Tax Receivable Agreement liability (other than from Exchange Transactions), and the decrease or increase, respectively, in the fair value of retained investment securities).
Three and Nine Months Ended September 30, 2026 and 2025 Summary
For the three months ended September 30, 2026, we originated $33.4 billion in loans, which was a decrease of $8.3 billion, or 20.0%, from the $41.7 billion of originations during the three months ended September 30, 2025. We reported net income of $212.6 million for the three months ended September 30, 2026, which was an increase of $200.5 million, compared to net income of $12.1 million for the three months ended September 30, 2025. Adjusted EBITDA for the three months ended September 30, 2026 was $178.3 million as compared to $211.1 million for the three months ended September 30, 2025. Refer to the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.
For the nine months ended September 30, 2026, we originated $118.1 billion in loans, which was an increase of $4.2 billion, or 3.7%, from the $113.8 billion of originations during the nine months ended September 30, 2025. We reported a net loss of $69.0 million for the nine months ended September 30, 2026, which was a decrease of $148.5 million, compared to net income of $79.5 million for the nine months ended September 30, 2025. Adjusted EBITDA for the nine months ended September 30, 2026 was $525.0 million as compared to $464.6 million for the nine months ended September 30, 2025. Refer to the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.
Non-GAAP Financial Measures
To provide investors with information in addition to our results as determined by U.S. GAAP, we disclose Adjusted EBITDA as a non-GAAP measure, which our management believes provides useful information on our performance to investors. This measure is not a measurement of our financial performance under U.S. GAAP, and it may not be comparable to a similarly titled measure reported by other companies. Adjusted EBITDA has limitations as an analytical tool, and it 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 inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, 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. Non-funding debt includes the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases.
We use Adjusted EBITDA to evaluate our operating performance, and it is one of the measures used by our management for planning and forecasting future periods. We believe the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by our management and may make it easier to compare our results with other companies that have different financing and capital structures.
The following table presents a reconciliation of net income (loss), the most directly comparable U.S. GAAP financial measure, to Adjusted EBITDA:
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Net income (loss) | $ | 212,570 | $ | 12,088 | $ | (68,958) | $ | 79,539 | ||||||||||||||||||||||||
| Interest expense on non-funding debt | 84,981 | 51,828 | 242,518 | 152,683 | ||||||||||||||||||||||||||||
| Provision (benefit) for income taxes | 11,131 | 582 | (2,762) | 1,733 | ||||||||||||||||||||||||||||
| Depreciation and amortization | 14,611 | 12,747 | 43,651 | 36,287 | ||||||||||||||||||||||||||||
| Stock-based compensation expense | 10,188 | 14,732 | 35,844 | 34,771 | ||||||||||||||||||||||||||||
Change in fair value of MSRs due to valuation inputs or assumptions, net (1) | (632,858) | 158,842 | (945,811) | 406,509 | ||||||||||||||||||||||||||||
(Gain) loss on other interest rate derivatives | 481,537 | (27,813) | 1,222,926 | (236,717) | ||||||||||||||||||||||||||||
Deferred compensation, net(2) | (10,064) | (11,117) | (5,714) | (8,430) | ||||||||||||||||||||||||||||
Change in fair value of Public and Private Warrants (3) | — | 770 | — | (1,224) | ||||||||||||||||||||||||||||
Change in Tax Receivable Agreement liability (4) | — | 41 | 2,515 | 3,156 | ||||||||||||||||||||||||||||
Change in fair value of investment securities (5) | 5,824 | (1,627) | 6,685 | (3,750) | ||||||||||||||||||||||||||||
Acquisition-related expenses (net of recoveries) (6) | 341 | — | (5,846) | — | ||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 178,261 | $ | 211,073 | $ | 525,048 | $ | 464,558 | ||||||||||||||||||||||||
(1)Reflects the change ((increase)/decrease) in fair value of MSRs due to changes in valuation inputs or assumptions. Refer to Note 5 - Mortgage Servicing Rights to the condensed consolidated financial statements.
(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. All unexercised warrants expired in January 2026.
(4)Reflects the non-cash (income) expense impact of the change in the Tax Receivable Agreement liability. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies to the condensed consolidated financial statements for additional information related to the Tax Receivable Agreement. See Note 16 – Income Taxes for further information.
(5)Reflects the change ((increase)/decrease) 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.
In connection with the finalization of the Company’s quarter-end financial reporting processes, the Company corrected the adjusted tax provision that was used in the calculation of the non-GAAP metric "Adjusted net income available to Class A Common Shareholders" and "Adjusted diluted earnings per share" amounts for the quarter ended September 30, 2026 previously reported in its earnings release dated November 4, 2026. The Company's net income does not reflect the income tax provision that would otherwise be reflected if 100% of the economic interest in UWM was owned by the Company. Therefore, for comparison purposes, the Company provides the non-GAAP metric “Adjusted net income available to Class A common shareholders,” which is our pre-tax income together with an adjusted income tax provision, which is calculated as the provision for income taxes plus the tax effects of net income attributable to non-controlling interest determined using a blended statutory effective tax rate, less preferred stock dividends. “Adjusted diluted earnings per share” is defined as “Adjusted net income available to Class A common shareholders” divided by the weighted average number of shares of Class A common stock outstanding for the applicable period, assuming the exchange and conversion of all outstanding Class D common stock for Class A common stock, and is calculated and presented for periods in which the assumed exchange and conversion of Class D common stock to Class A common stock is anti-dilutive to EPS. Management believes that these non-GAAP metrics provide useful information to investors based on our Up-C structure, however, these measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income or diluted earnings per share calculated in accordance with GAAP.
The following is the corrected reconciliation of these non-GAAP measures for the quarter ended September 30, 2026:
| Adjusted net income available to Class A Common Shareholders | Q3 2026 | |||||||
| Earnings before income taxes | $ | 223,701 | ||||||
| Adjusted income tax provision | (47,172) | |||||||
| Preferred stock dividends | (26,125) | |||||||
| Adjusted net income available to Class A Common Shareholders | $ | 150,404 | ||||||
| Adjusted diluted earnings per share | Q3 2026 | |||||||
| Diluted weighted average Class A Common shares outstanding | 343,280,299 | |||||||
Assumed pro forma conversion of Class D shares(1) | 1,261,862,603 | |||||||
Adjusted diluted weighted average shares outstanding(1) | 1,605,142,902 | |||||||
| Adjusted net income available to Class A Common Shareholders | $ | 150,404 | ||||||
| Adjusted diluted earnings per share | 0.09 | |||||||
| (1) Reflects the pro forma exchange and conversion of antidilutive Class D common stock to Class A common stock | ||||||||
Results of Operations for the Three and Nine Months Ended September 30, 2026 and 2025
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||
| Loan production income | $ | 414,976 | $ | 542,144 | $ | 1,496,765 | $ | 1,294,777 | |||||||||||||||||||||
| Loan servicing income | 246,621 | 169,019 | 680,503 | 538,349 | |||||||||||||||||||||||||
| Interest income | 149,496 | 132,089 | 423,255 | 382,196 | |||||||||||||||||||||||||
| Total revenue | 811,093 | 843,252 | 2,600,523 | 2,215,322 | |||||||||||||||||||||||||
Other gains (losses) | |||||||||||||||||||||||||||||
| Change in fair value of mortgage servicing rights | 470,324 | (307,825) | 337,306 | (807,831) | |||||||||||||||||||||||||
Gain (loss) on other interest rate derivatives | (481,537) | 27,813 | (1,222,926) | 236,717 | |||||||||||||||||||||||||
Other gains (losses), net | (11,213) | (280,012) | (885,620) | (571,114) | |||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||
| Salaries, commissions and benefits | 197,683 | 222,760 | 635,281 | 627,021 | |||||||||||||||||||||||||
| Direct loan production costs | 52,571 | 64,213 | 185,237 | 153,670 | |||||||||||||||||||||||||
| Marketing, travel, and entertainment | 32,545 | 23,410 | 99,011 | 71,979 | |||||||||||||||||||||||||
| Depreciation and amortization | 14,611 | 12,747 | 43,651 | 36,287 | |||||||||||||||||||||||||
| General and administrative | 74,067 | 62,243 | 222,849 | 190,390 | |||||||||||||||||||||||||
| Servicing costs | 34,062 | 33,928 | 126,874 | 99,445 | |||||||||||||||||||||||||
| Interest expense | 164,816 | 132,084 | 464,520 | 385,961 | |||||||||||||||||||||||||
Other expense (income) | 5,824 | (815) | 9,200 | (1,817) | |||||||||||||||||||||||||
| Total expenses | 576,179 | 550,570 | 1,786,623 | 1,562,936 | |||||||||||||||||||||||||
Earnings (loss) before income taxes | 223,701 | 12,670 | (71,720) | 81,272 | |||||||||||||||||||||||||
Provision (benefit) for income taxes | 11,131 | 582 | (2,762) | 1,733 | |||||||||||||||||||||||||
Net income (loss) | 212,570 | 12,088 | (68,958) | 79,539 | |||||||||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interest | 157,048 | 13,350 | (69,187) | 71,571 | |||||||||||||||||||||||||
Net income (loss) attributable to UWM Holdings Corporation | 55,522 | (1,262) | 229 | 7,968 | |||||||||||||||||||||||||
| Less: Preferred stock dividends | 26,125 | — | 26,125 | — | |||||||||||||||||||||||||
| Net income (loss) available to Class A common shareholders | $ | 29,397 | $ | (1,262) | $ | (25,896) | $ | 7,968 | |||||||||||||||||||||
Loan production income
The table below provides details of the composition of our loan production for each of the periods presented:
| Loan Production Data: | For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Loan origination volume by type | |||||||||||||||||||||||||||||
| Purchase: | |||||||||||||||||||||||||||||
| Conventional | $ | 12,831,815 | $ | 14,677,985 | $ | 36,640,554 | $ | 44,682,599 | |||||||||||||||||||||
| Government | 8,439,245 | 8,411,136 | 23,782,722 | 23,442,925 | |||||||||||||||||||||||||
Jumbo and other(1) | 1,497,078 | 2,124,362 | 4,782,715 | 6,134,396 | |||||||||||||||||||||||||
| Total purchase | $ | 22,768,138 | $ | 25,213,483 | $ | 65,205,991 | $ | 74,259,920 | |||||||||||||||||||||
| Refinance: | |||||||||||||||||||||||||||||
| Conventional | $ | 3,542,927 | $ | 7,193,198 | $ | 21,668,453 | $ | 16,615,084 | |||||||||||||||||||||
| Government | 5,402,491 | 7,302,600 | 26,072,268 | 17,690,086 | |||||||||||||||||||||||||
Jumbo and other(1) | 1,680,200 | 2,032,789 | 5,137,390 | 5,273,268 | |||||||||||||||||||||||||
| Total refinance | 10,625,618 | 16,528,587 | 52,878,111 | 39,578,438 | |||||||||||||||||||||||||
| Total loan origination volume | $ | 33,393,756 | $ | 41,742,070 | $ | 118,084,102 | $ | 113,838,358 | |||||||||||||||||||||
| Portfolio metrics | |||||||||||||||||||||||||||||
| Average loan amount | $ | 369 | $ | 380 | $ | 386 | $ | 381 | |||||||||||||||||||||
| Weighted average loan-to-value ratio | 82.56 | % | 81.90 | % | 82.11 | % | 81.85 | % | |||||||||||||||||||||
| Weighted average credit score | 739 | 736 | 739 | 736 | |||||||||||||||||||||||||
| Weighted average note rate | 6.46 | % | 6.42 | % | 6.13 | % | 6.52 | % | |||||||||||||||||||||
| Percentage of loans sold | |||||||||||||||||||||||||||||
To GSEs/GNMA | 91 | % | 93 | % | 93 | % | 90 | % | |||||||||||||||||||||
| To other counterparties | 9 | % | 7 | % | 7 | % | 10 | % | |||||||||||||||||||||
| Servicing-retained | 93 | % | 95 | % | 94 | % | 93 | % | |||||||||||||||||||||
| Servicing-released | 7 | % | 5 | % | 6 | % | 7 | % | |||||||||||||||||||||
(1) Comprised of non-agency jumbo products, construction loans, and non-qualified mortgage products, including home equity loans and lines of credit ("HELOCs") (which in many instances are second liens). | |||||||||||||||||||||||||||||
The components of loan production income for the periods presented were as follows:
| For the three months ended September 30, | Change $ | Change % | |||||||||||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | |||||||||||||||||||||||||||||||||
| Primary loss | $ | (477,990) | $ | (434,825) | $ | (43,165) | 9.9 | % | |||||||||||||||||||||||||||
| Loan origination fees | 138,280 | 152,573 | (14,293) | (9.4) | % | ||||||||||||||||||||||||||||||
| Provision for representation and warranty obligations | (6,052) | (5,582) | (470) | 8.4 | % | ||||||||||||||||||||||||||||||
| Capitalization of MSRs | 760,738 | 829,978 | (69,240) | (8.3) | % | ||||||||||||||||||||||||||||||
| Loan production income | $ | 414,976 | $ | 542,144 | $ | (127,168) | (23.5) | % | |||||||||||||||||||||||||||
Gain margin(1) | 1.24 | % | 1.30 | % | (0.06) | % | |||||||||||||||||||||||||||||
| For the nine months ended September 30, | Change $ | Change % | |||||||||||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | |||||||||||||||||||||||||||||||||
| Primary loss | $ | (1,842,042) | $ | (1,552,928) | $ | (289,114) | 18.6 | % | |||||||||||||||||||||||||||
Loan origination fees | 453,503 | 406,643 | 46,860 | 11.5 | % | ||||||||||||||||||||||||||||||
| Provision for representation and warranty obligations | (18,289) | (25,758) | 7,469 | (29.0) | % | ||||||||||||||||||||||||||||||
| Capitalization of MSRs | 2,903,593 | 2,466,820 | 436,773 | 17.7 | % | ||||||||||||||||||||||||||||||
| Loan production income | $ | 1,496,765 | $ | 1,294,777 | $ | 201,988 | 15.6 | % | |||||||||||||||||||||||||||
Gain margin(1) | 1.27 | % | 1.14 | % | 0.13 | % | |||||||||||||||||||||||||||||
| (1) Represents total loan production income divided by total loan origination volume for the applicable period. | |||||||||||||||||||||||||||||||||||
MSRs are an element of the total fair value of originated mortgage loans recognized as part of primary gain (loss) upon loan origination, and are separately recognized at estimated fair value within the "capitalization of MSRs" component of loan production income when loans are sold with servicing retained. These components of total loan production income are primarily impacted by market pricing competition, loan production volume, the estimated fair value of originated MSRs, and the effectiveness of our pipeline hedging strategies, which can be impacted by fluctuations in market interest rates between the lock date and the date a loan is sold into the secondary market.
The total of primary loss and capitalization of MSRs decreased approximately $112.4 million for the three months ended September 30, 2026 as compared to the same period in 2025. This decrease was primarily due to a decrease in loan production volume of $8.3 billion, or 20.0%, from $41.7 billion to $33.4 billion during the three months ended September 30, 2026, as compared to the same period in 2025 driven by decreases in both purchase and refinance volumes as mortgage rates increased.
Loan origination fees decreased by approximately $14.3 million for the three months ended September 30, 2026 as compared to the same period in 2025, due to a decrease in loan originations, partially offset by an increase in per loan origination and other fees. The provision for representations and warranties obligations remained relatively flat for the three months ended September 30, 2026 as compared to the same period in 2025.
The total of primary loss and capitalization of MSRs increased approximately $147.7 million for the nine months ended September 30, 2026 as compared to the same period in 2025. This increase was primarily due to improved pricing and gain margin, and an increase in loan production volume of $4.2 billion, or 3.7%, from $113.8 billion to $118.1 billion during the nine months ended September 30, 2026, as compared to the same period in 2025. The increase in production volume for the nine months ended September 30, 2026, as compared to the same period in 2025, was primarily due to an increase in refinance volume, partially offset by a decrease in purchase volume.
Loan origination fees increased by approximately $46.9 million for the nine months ended September 30, 2026 as compared to the same period in 2025, due to increases in loan production volume and increases in per loan origination and other fees, including from increased adoption of our TRAC+ and PA+ services. The provision for representations and warranties obligations decreased by $7.5 million for the nine months ended September 30, 2026 as compared to the same period in 2025, primarily due to a decrease in expected loss rates.
Loan servicing income and servicing costs
The table below summarizes loan servicing income and servicing costs for each of the periods presented (servicing costs include amounts paid to sub-servicers and other direct costs of servicing, but exclude the costs of team members that participate in and oversee our servicing operations):
| For the three months ended September 30, | Change $ | Change % | ||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | ||||||||||||||||||||||||
| Contractual servicing fees | $ | 241,946 | $ | 165,518 | $ | 76,428 | 46.2 | % | ||||||||||||||||||
| Late, ancillary and other fees | 4,675 | 3,501 | 1,174 | 33.5 | % | |||||||||||||||||||||
| Loan servicing income | $ | 246,621 | $ | 169,019 | $ | 77,602 | 45.9 | % | ||||||||||||||||||
| Servicing costs | 34,062 | 33,928 | 134 | 0.4 | % | |||||||||||||||||||||
| For the nine months ended September 30, | Change $ | Change % | ||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | ||||||||||||||||||||||||
| Contractual servicing fees | $ | 666,183 | $ | 526,421 | $ | 139,762 | 26.5 | % | ||||||||||||||||||
| Late, ancillary and other fees | 14,320 | 11,928 | 2,392 | 20.1 | % | |||||||||||||||||||||
| Loan servicing income | $ | 680,503 | $ | 538,349 | $ | 142,154 | 26.4 | % | ||||||||||||||||||
| Servicing costs | 126,874 | 99,445 | 27,429 | 27.6 | % | |||||||||||||||||||||
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Average UPB of loans serviced | $ | 259,887,265 | $ | 217,344,544 | $ | 246,157,748 | $ | 222,343,411 | |||||||||||||||||||||
| Average number of loans serviced | 667,585 | 602,403 | 636,798 | 624,299 | |||||||||||||||||||||||||
| Weighted average servicing fee as of period end | 0.40 | % | 0.33 | % | 0.40 | % | 0.33 | % | |||||||||||||||||||||
Loan servicing income was $246.6 million for the three months ended September 30, 2026, an increase of $77.6 million, or 45.9%, as compared to $169.0 million for the three months ended September 30, 2025. The increase in loan servicing income during the three months ended September 30, 2026 was primarily due to an increase in the portfolio weighted-average servicing fee as a result of increased retained servicing fees on new production due to better execution, as well as an increase in the average servicing portfolio UPB.
Loan servicing income was $680.5 million for the nine months ended September 30, 2026, an increase of $142.2 million, or 26.4%, as compared to $538.3 million for the nine months ended September 30, 2025. The increase in loan servicing income during the nine months ended September 30, 2026, was primarily attributable to the same factors discussed above for the three-month period.
Servicing costs increased $27.4 million for the nine months ended September 30, 2026, as compared to the same period in 2025 primarily as a result of higher shortfall interest, as well as increased foreclosure expenses and reserves for servicing advances. These increases were partially offset by lower third-party subservicing costs as we continued to transition loans to our in-house servicing platform. We began boarding newly originated loans onto the platform in the first quarter of 2026 and subsequently began transitioning existing loans serviced by our third-party subservicer. As of September 30, 2026, approximately 78% of our servicing portfolio, representing approximately $211 billion of UPB, was serviced in-house, compared to approximately 27%, representing approximately $66 billion of UPB, as of June 30, 2026. We expect third-party subservicing costs to continue to decrease as the remaining servicing portfolio is transitioned in-house. We expect to have substantially all loans transitioned to our in-house servicing platform by the end of 2026.
As of the dates presented below, our portfolio of loans serviced for others consisted of the following:
| ($ in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| UPB of loans serviced | $ | 269,788,104 | $ | 240,813,979 | |||||||
| Number of loans serviced | 695,040 | 663,743 | |||||||||
| MSR portfolio delinquency count (60+ days) as % of total | 1.53 | % | 1.62 | % | |||||||
| Weighted average note rate | 5.97 | % | 5.65 | % | |||||||
| Weighted average service fee | 0.40 | % | 0.36 | % | |||||||
Interest income and Interest expense
For the periods presented below, interest income and the components of total interest expense were as follows:
| For the three months ended September 30, | Change $ | Change % | |||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | |||||||||||||||||||||
| Interest income | $ | 149,496 | $ | 132,089 | $ | 17,407 | 13.2 | % | |||||||||||||||
| Less: Interest expense on funding facilities | 79,835 | 80,256 | (421) | (0.5) | % | ||||||||||||||||||
| Net interest income | $ | 69,661 | $ | 51,833 | $ | 17,828 | 34.4 | % | |||||||||||||||
| Interest expense on non-funding debt | $ | 84,981 | $ | 51,828 | $ | 33,153 | 64.0 | % | |||||||||||||||
| Total interest expense | 164,816 | 132,084 | 32,732 | 24.8 | % | ||||||||||||||||||
| For the nine months ended September 30, | Change $ | Change % | |||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | |||||||||||||||||||||
| Interest income | $ | 423,255 | $ | 382,196 | $ | 41,059 | 10.7 | % | |||||||||||||||
| Less: Interest expense on funding facilities | 222,002 | 233,278 | (11,276) | (4.8) | % | ||||||||||||||||||
| Net interest income | $ | 201,253 | $ | 148,918 | $ | 52,335 | 35.1 | % | |||||||||||||||
| Interest expense on non-funding debt | $ | 242,518 | $ | 152,683 | $ | 89,835 | 58.8 | % | |||||||||||||||
| Total interest expense | 464,520 | 385,961 | 78,559 | 20.4 | % | ||||||||||||||||||
Net interest income (interest income less interest expense on funding facilities) was $69.7 million for the three months ended September 30, 2026, an increase of $17.8 million, or 34.4%, as compared to $51.8 million for the three months ended September 30, 2025, as a result of an increase in interest income and a decrease in interest expense on funding facilities. The increase in interest income was primarily a result of higher average balances of mortgage loans at fair value and slightly higher average note rates on mortgage loans at fair value. The decrease in interest expense on funding facilities was primarily due to lower short-term interest rates, partially offset by higher average warehouse balances.
Interest expense on non-funding debt was $85.0 million for the three months ended September 30, 2026, an increase from $51.8 million for the three months ended September 30, 2025, primarily due to higher average borrowings under the MSR facilities, partially offset by lower interest rates on these facilities due to declines in short-term interest rates. Additionally, there was an increase in interest expense related to the $1.0 billion of 2031 Senior Notes issued in September of 2025, proceeds from which were used to repay the $800.0 million 2025 Senior Notes upon maturity in November 2025.
Net interest income (interest income less interest expense on funding facilities) was $201.3 million for the nine months ended September 30, 2026, an increase of $52.3 million, or 35.1%, as compared to $148.9 million for the nine months ended September 30, 2025, as a result of an increase in interest income and a decrease in interest expense on funding facilities. The increase in interest income was primarily attributable to higher average balances of mortgage loans at fair value, partially offset by lower average note rates on mortgage loans at fair value. The decrease in interest expense on funding facilities was primarily due to lower short-term interest rates, partially offset by higher average warehouse balances.
Interest expense on non-funding debt was $242.5 million for the nine months ended September 30, 2026, an increase from $152.7 million for the nine months ended September 30, 2025, was primarily attributable to the same factors discussed above for the three-month period.
Other gains (losses)
The change in fair value of MSRs for the three months ended September 30, 2026 was an increase of $470.3 million, as compared with a decrease of $307.8 million for the three months ended September 30, 2025. The increase in fair value of MSRs for the three months ended September 30, 2026 was primarily attributable to an increase in fair value of approximately $632.9 million due to changes in valuation inputs and assumptions, net, (primarily due to increases in relevant market interest rates), partially offset by a decline in fair value of approximately $162.9 million due to realization of cash flows, decay, and other (including loans paid in full) and approximately $0.3 million of net reserves and transaction costs for bulk MSR sales.
The decrease in fair value for the three months ended September 30, 2025 of approximately $307.8 million was primarily attributable to a decrease in fair value of approximately $158.8 million due to changes in valuation inputs and assumptions, net (primarily due to changes in relevant market interest rates and related valuation assumptions), a decline in fair value of approximately $115.7 million due to realization of cash flows, decay, and other (including loans paid in full), and approximately $33.3 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows.
The change in fair value of MSRs for the nine months ended September 30, 2026 was an increase of $337.3 million, as compared with a decrease of $807.8 million for the nine months ended September 30, 2025. The increase in fair value of MSRs for the nine months ended September 30, 2026 was primarily attributable to an increase in fair value of approximately $945.8 million due to changes in valuation inputs and assumptions, net (primarily due to increases in relevant market interest rates), partially offset by a decline in fair value of approximately $558.0 million due to realization of cash flows, decay, and other (including loans paid in full, which increased for the nine months ended September 30, 2026 as a result of higher refinance activity) and approximately $50.5 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows.
The decrease in fair value for the nine months ended September 30, 2025 of approximately $807.8 million was primarily attributable to a decrease in fair value of approximately $406.5 million resulting from changes in valuation inputs and assumptions, net (primarily due to changes in relevant market interest rates), a decline of approximately $335.3 million due to realization of cash flows, decay, and other (including loans paid in full) and approximately $66.0 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows.
The loss on other interest rate derivatives of $481.5 million for the three months ended September 30, 2026 was due to a loss on certain derivative financial instruments, primarily driven by increases in relevant market interest rates which was offset by a change in the fair value of the MSR portfolio which is recorded separately under “Change in fair value of mortgage servicing rights.” The loss on other interest rate derivatives of $1.2 billion for the nine months ended September 30, 2026 was primarily attributable to increases and volatility of relevant market interest rates.
The gain on other interest rate derivatives of $27.8 million and $236.7 million for the three and nine months ended September 30, 2025 was due to the gain on certain derivative financial instruments we entered into as part of our overall interest rate mitigation strategy, primarily driven by changes in relevant market interest rates.
Other costs
Other costs (excluding servicing costs and interest expense, explained above) for the periods presented below were as follows:
| For the three months ended September 30, | Change $ | Change % | ||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | ||||||||||||||||||||||||
| Salaries, commissions and benefits | $ | 197,683 | $ | 222,760 | $ | (25,077) | (11.3) | % | ||||||||||||||||||
| Direct loan production costs | 52,571 | 64,213 | (11,642) | (18.1) | % | |||||||||||||||||||||
| Marketing, travel, and entertainment | 32,545 | 23,410 | 9,135 | 39.0 | % | |||||||||||||||||||||
| Depreciation and amortization | 14,611 | 12,747 | 1,864 | 14.6 | % | |||||||||||||||||||||
| General and administrative | 74,067 | 62,243 | 11,824 | 19.0 | % | |||||||||||||||||||||
| Other expense (income) | 5,824 | (815) | 6,639 | (814.6) | % | |||||||||||||||||||||
| Other costs | $ | 377,301 | $ | 384,558 | $ | (7,257) | (1.9) | % | ||||||||||||||||||
| For the nine months ended September 30, | Change $ | Change % | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Salaries, commissions and benefits | $ | 635,281 | $ | 627,021 | $ | 8,260 | 1.3 | % | ||||||||||||||||||
| Direct loan production costs | 185,237 | 153,670 | 31,567 | 20.5 | % | |||||||||||||||||||||
| Marketing, travel, and entertainment | 99,011 | 71,979 | 27,032 | 37.6 | % | |||||||||||||||||||||
| Depreciation and amortization | 43,651 | 36,287 | 7,364 | 20.3 | % | |||||||||||||||||||||
| General and administrative | 222,849 | 190,390 | 32,459 | 17.0 | % | |||||||||||||||||||||
Other expense (income) | 9,200 | (1,817) | 11,017 | (606.3) | % | |||||||||||||||||||||
| Other costs | $ | 1,195,229 | $ | 1,077,530 | $ | 117,699 | 10.9 | % | ||||||||||||||||||
Other costs were $377.3 million for the three months ended September 30, 2026, a decrease of $7.3 million, or 1.9%, as compared to $384.6 million for the three months ended September 30, 2025. Salaries, commissions and benefits decreased by $25.1 million primarily due to a decrease in average team member count. Direct loan production costs decreased $11.6 million, primarily due to lower costs associated with down payment assistance programs and lower production volume, partially offset by increased costs associated with our free credit report program. General and administrative expenses increased $11.8 million primarily due to increased software licensing, including licensing associated with our AI initiatives, and support costs and legal fees. Marketing, travel and entertainment expenses increased $9.1 million, primarily due to increases in costs associated with broker incentives, training and development programs, and sponsorship fees. The increase of $6.6 million in other expense was primarily as a result of the decline in fair value of retained investment securities.
Other costs were $1.2 billion for the nine months ended September 30, 2026, an increase of $117.7 million, or 10.9%, as compared to $1.1 billion for the nine months ended September 30, 2025. This increase was primarily due to increases in general and administrative expenses of $32.5 million, direct loan production costs of $31.6 million, marketing, travel and entertainment expenses of $27.0 million, other expense of $11.0 million, and salaries, commissions and benefits of $8.3 million. The increase in direct loan production costs was primarily due to increased costs associated with our free credit reports program and our free appraisals incentive, partially offset by lower costs associated with our down payment assistance programs. The increase in salaries, commissions and benefits was primarily driven by increases in incentive-based compensation, as well as a shift in team member mix supporting our continued investments in AI and other technologies. The increases for the remaining cost components were attributable to the same drivers mentioned in the three months analysis above.
Income Taxes
We recorded a $11.1 million provision for income taxes during the three months ended September 30, 2026, compared to a $0.6 million provision for income taxes for the three months ended September 30, 2025. The increase in income tax provision for the three months ended September 30, 2026, as compared to the same period in 2025, was primarily due to an increase in pre-tax income attributable to the Company and the effects of UWMC's increased ownership in Holdings LLC due to Exchange Transactions.
We recorded a $2.8 million benefit for income taxes during the nine months ended September 30, 2026, compared to a $1.7 million provision for income taxes for the nine months ended September 30, 2025. The decrease in income tax provision for the nine months ended September 30, 2026, as compared to the same period in 2025, was primarily due to a decrease in pre-
tax income attributable to the Company, and the effects of UWMC's increased ownership in Holdings LLC due to Exchange Transactions.
Net income (loss)
Net income was $212.6 million for the three months ended September 30, 2026, an increase of $200.5 million or 1658.5%, as compared to net income of $12.1 million for the three months ended September 30, 2025. The increase in net income was primarily the result of a decrease in other losses, net, of $268.8 million, partially offset by an increase in total expenses (including income taxes) of $36.2 million and a decrease in total revenue of $32.2 million.
Net income attributable to the Company of $55.5 million for the three months ended September 30, 2026 includes the net income of Holdings LLC attributable to UWMC due to its approximate 21% ownership interest in Holdings LLC and its ownership of the Series A-1 and A-2 Preferred Units of Holdings LLC (issued in August 2026). Net loss attributable to the Company of $1.3 million for the three months ended September 30, 2025, includes the net income of Holdings LLC attributable to the Company due to its approximate 15% ownership interest in Holdings LLC.
Net loss was $69.0 million for the nine months ended September 30, 2026, a decrease of $148.5 million or 186.7%, as compared to net income of $79.5 million for the nine months ended September 30, 2025. The decrease in net income was primarily the result of an increase of $314.5 million in other losses, net, an increase in total expenses (including income taxes) of $219.2 million, partially offset by an increase in total revenue of $385.2 million.
Net income attributable to the Company of $0.2 million for the nine months ended September 30, 2026 includes the net income of Holdings LLC attributable to UWMC due to its approximate 21% ownership interest in Holdings LLC and its ownership of the Series A-1 and A-2 Preferred Units of Holdings LLC (issued in August 2026). Net income attributable to the Company of $8.0 million for the nine months ended September 30, 2025 includes the net income of Holdings LLC attributable to UWMC due to its approximate 15% ownership interest in Holdings LLC.
Liquidity and Capital Resources
Overview
Our primary sources of liquidity in the normal course of our business include:
•proceeds from borrowings to fund originations, including under our loan funding facilities;
•cash flow from operations, investing, and financing activities, including:
◦sale or securitization of loans into the secondary market;
◦loan origination fees and certain other fees related to the origination of a loan;
◦servicing fee income;
◦interest income on mortgage loans;
◦sale of MSRs and excess servicing cash flows; and
◦proceeds from borrowings under our other financing facilities.
Our primary uses of funds in the normal course of our business include:
•origination of loans;
•retention of MSRs from our loan sales;
•payment of interest expense;
•payment of operating expenses; and
•dividends and tax distributions.
Holdings LLC is generally required from time to time to make distributions in cash to SFS Corp. (as well as distributions to UWMC) in amounts sufficient to cover the taxes on SFS Corp.'s allocable share of the taxable income of
Holdings LLC. We are also subject to contingencies which may have a significant impact on the use of our cash, including our obligations under the Tax Receivable Agreement that we entered into with SFS Corp. at the time of the business combination.
To originate and aggregate loans for sale or securitization into the secondary market, we use our own working capital and borrow or obtain funding on a short-term basis primarily through uncommitted and committed warehouse facilities that we have established with large global banks, regional or specialized banks and certain agencies.
We continually evaluate our capital structure and capital resources to enhance our liquidity and financial flexibility, optimize our leverage and profitability, and take advantage of market opportunities. As part of such evaluation, we regularly review our levels of secured and unsecured indebtedness, available borrowing capacity and available equity, unsecured debt maturities, our strategic investments, including technology and growth of the wholesale channel, the availability or desirability of growth through the acquisition of other companies or other mortgage portfolios, the repurchase or redemption of our outstanding indebtedness, including our senior notes, or repurchases of our common stock or common stock derivatives.
In August 2026, we completed a strategic capital transaction involving the issuance of $1.65 billion of Series A Preferred Stock and 330 million warrants on our Class A common stock, which strengthened our capital and liquidity position. In October 2026, we commenced a rights offering pursuant to which we expect to receive gross proceeds of $400 million from the rights offering or from the related backstop commitments. These transactions have provided and will provide the Company with additional liquidity and capital resources to support our operational cash requirements, meet our contractual and other obligations, and manage our leverage levels.
We currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to maintain our current operations and fund our loan originations, capital commitments, and other financing obligations (including the 2027 Senior Notes which mature in June 2027) for the next twelve months.
Loan Funding Facilities
Warehouse facilities
Our warehouse facilities, which are our primary loan funding facilities used to fund the origination of our mortgage loans, are primarily in the form of master repurchase agreements. Loans financed under these facilities are generally financed, on average, at approximately 97% to 98% of the principal balance of the loan, which requires us to fund the remaining 2-3% of the unpaid principal balance from cash generated from our operations. Once closed, the underlying residential mortgage loan is pledged as collateral for the borrowing or advance that was made under these loan funding facilities. In most cases, the loans we originate will remain in one of our warehouse facilities for less than one month, until the loans are pooled and sold. During the time we hold the loans pending sale, we earn interest income from the borrower on the underlying mortgage loan note. This income is partially offset by the interest and fees we have to pay under the warehouse facilities.
When we sell or securitize a pool of loans, the proceeds we receive from the sale or securitization of the loans are used to pay back the amounts we owe on the warehouse facilities. The remaining funds received then become available to be re-advanced to originate additional loans. We are dependent on the cash generated from the sale or securitization of loans to fund future loans and repay borrowings under our warehouse facilities. Delays or failures to sell or securitize loans in the secondary market could have an adverse effect on our liquidity position.
From a cash flow perspective, the vast majority of cash received from mortgage originations occurs at the point the loans are sold or securitized into the secondary market. The vast majority of servicing fee income relates to the retained servicing fee on the loans, where cash is received monthly over the life of the loan and is typically a product of the borrowers’ current unpaid principal balance multiplied by the weighted average service fee. For a given mortgage loan, servicing revenue from the retained servicing fee generally declines over time as the principal balance of the loan is reduced.
The amount of financing advanced to us under our warehouse facilities, as determined by agreed upon advance rates, may be less than the stated advance rate depending, in part, on the fair value of the mortgage loans securing the financings and premium we pay the broker. Each of our warehouse facilities allows the bank extending the advances to evaluate regularly the market value of the underlying loans that are serving as collateral. If a bank determines that the value of the collateral has decreased, the bank can require us to provide additional collateral (e.g., initiate a margin call) or reduce the amount outstanding with respect to the corresponding loan. Our inability to satisfy the request could result in the termination of the facility and, depending on the terms of our agreements, possibly result in a default being declared under our other warehouse facilities.
Warehouse lenders generally conduct daily evaluations of the adequacy of the underlying collateral for the warehouse loans based on the fair value of the mortgage loans. As the loans are generally financed at 97% to 98% of principal balance and our loans are typically outstanding on warehouse lines for short periods (e.g., less than one month), significant increases in market interest rates would be required for us to experience margin calls or requirements to reduce the amount outstanding with respect to the corresponding loan from a majority of our warehouse lenders. Four of our warehouse lines advance based on the fair value of the loans, rather than the principal balance. For those lines, we exchange collateral for modest changes in value. As of September 30, 2026, there were no outstanding exchanges of collateral.
The amount owed and outstanding on our warehouse facilities fluctuates based on our loan origination volume, the amount of time it takes us to sell the loans we originate, our cash on hand, and our ability to obtain additional financing. From time to time, we will increase or decrease the size of the lines to reflect anticipated increases or decreases in volume, strategies regarding the timing of sales of mortgages to the GSEs or secondary markets and costs associated with not utilizing the lines. We reserve the right to arrange for the early payment of outstanding loans and advances from time to time. As we accumulate loans, a significant portion of our total warehouse facilities may be utilized to fund loans.
The table below reflects the current line amounts of our principal warehouse facilities and the amounts advanced against those lines as of September 30, 2026:
Facility Type2 | Collateral | Line Amount as of September 30, 20261 | Date of Initial Agreement With Warehouse Lender | Current Agreement Expiration Date | Total Advanced Against Line as of September 30, 2026 (in thousands) | ||||||||||||||||||||||||
| MRA Funding: | |||||||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $325 Million | 2/26/2016 | 12/17/2026 | $ | 280,647 | |||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $1.5 Billion | 2/7/2025 | 2/5/2027 | 639,262 | ||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $1.0 Billion | 2/9/2026 | 2/9/2027 | 538,771 | ||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $3.0 Billion | 12/31/2014 | 2/17/2027 | 1,760,302 | ||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $1.0 Billion | 3/7/2019 | 2/19/2027 | 588,934 | ||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $500 Million | 2/29/2012 | 5/14/2027 | 178,365 | ||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $— 3 | 10/30/2020 | 6/15/2027 | — | ||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $2.0 Billion | 7/24/2020 | 8/3/2027 | 720,296 | ||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $2.0 Billion | 7/10/2012 | 9/28/2027 | 597,654 | ||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $750 Million | 4/23/2021 | 10/8/2027 | 128,241 | ||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $3.5 Billion | 5/9/2019 | 11/26/2027 | 1,900,353 | ||||||||||||||||||||||||
| Early Funding: | |||||||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $600 Million (ASAP+ - see below) | No expiration | — | |||||||||||||||||||||||||
| Master Repurchase Agreement | Mortgage Loans | $750 Million (EF - see below) | No expiration | 318,138 | |||||||||||||||||||||||||
| $ | 7,650,963 | ||||||||||||||||||||||||||||
| All interest rates are variable based upon a spread to SOFR. | |||||||||||||||||||||||||||||
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 September 30, 2026.
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 September 30, 2026, all of this combined funding capacity was allocated to the Conventional MSR Facility.
Early Funding Programs
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 the lender has 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 September 30, 2026, no amount was outstanding under the ASAP+ program and $318.1 million was outstanding through the EF program.
Covenants
Our warehouse facilities generally require us to comply with certain operating and financial covenants and the availability of funds under these facilities is subject to, among other conditions, our continued compliance with these covenants. These financial covenants include, but are not limited to, maintaining (i) a certain minimum tangible net worth, (ii) minimum liquidity, (iii) a maximum ratio of total liabilities or total debt to tangible net worth, and (iv) profitability. A breach of these covenants can result in an event of default under these facilities and as such would allow the lenders to pursue certain remedies. In addition, each of these facilities, as well as our secured and unsecured lines of credit, includes cross default or cross acceleration provisions that could result in all facilities terminating if an event of default or acceleration of maturity occurs under any facility. We were in compliance with all covenants under these facilities as of September 30, 2026.
Other Financing Facilities
Senior Notes
On April 7, 2021, our 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. We used a portion of the proceeds from the issuance of the 2029 Senior Notes to pay off and terminate a line of credit that was in place at the time of issuance, and the remainder for general corporate purposes.
Beginning on April 15, 2024, we may, at our option, redeem the 2029 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: April 15, 2024 at 102.750%; April 15, 2025 at 101.375%; or April 15, 2026 until maturity at 100%, of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
On November 22, 2021, our 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 of 5.750% per annum. Interest on the 2027 Senior Notes is due semi-annually on June 15 and December 15 of each year. We used the proceeds from the issuance of the 2027 Senior Notes for general corporate purposes. The Company may currently redeem the 2027 Senior Notes at par plus accrued and unpaid interest.
On December 10, 2024, our 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 August 1, 2025. We used the net proceeds from the issuance of the 2030 Senior Notes to pay down outstanding amounts on our MSR facilities and for general corporate purposes.
On or after February 1, 2027, we may, at our 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, we may, at our 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, we may, at our 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.
On September 9, 2025, our 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. We used the net proceeds from the issuance of the 2031 Senior Notes (i) to repay the 2025 Senior Notes at maturity, (ii) temporarily pay down outstanding amounts on our MSR facilities, and (iii) for working capital.
On or after March 15, 2028, we may, at our 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, we may, at our 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, we may, at our 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 outstanding Senior Notes contain certain operating covenants and restrictions, subject to a number of exceptions and qualifications, including restrictions on our ability to (1) incur additional non-funding indebtedness unless either (y) the Fixed Charge Coverage Ratio (as defined in the applicable indenture) is no less than 3.0 to 1.0 or (z) the Debt-to-Equity Ratio (as defined in the applicable indenture) does not exceed 2.0 to 1.0, (2) merge, consolidate or sell assets, (3) make restricted payments, including distributions, (4) enter into transactions with affiliates, (5) enter into sale and leaseback transactions and (6) incur liens securing indebtedness. We were in compliance with the terms of these indentures as of September 30, 2026.
MSR Facilities
In 2022, our consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A. ("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 securitizations by Fannie Mae or Freddie Mac that meet certain criteria. Available borrowings, as well as mandatory curtailments, under the Conventional MSR Facility are based on the fair market value of the collateral, and borrowings under the Conventional MSR Facility bear interest based on one-month term SOFR plus an applicable margin. The current maturity date of the Conventional MSR Facility is June 15, 2027. As of September 30, 2026, $1.415 billion 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, and net income as defined in the agreement. As of September 30, 2026, we were in compliance with all applicable covenants under the Conventional MSR Facility.
In 2023, our 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, as well as mandatory curtailments, under the Ginnie Mae MSR Facility are based 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 September 30, 2026, $875.0 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 September 30, 2026, we were in compliance with all applicable covenants under the Ginnie Mae MSR Facility.
The weighted average interest rate charged for borrowings under our MSR facilities was 6.31% and 7.17% for the three months ended September 30, 2026 and 2025, respectively. The weighted average interest rate charged for borrowings under our MSR facilities was 6.22% and 7.21% for the nine months ended September 30, 2026 and 2025, respectively.
Revolving Credit Facility
In 2022, UWM entered into 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 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 our continued compliance with these covenants. We were in compliance with these covenants as of September 30, 2026. No amounts were outstanding under the Revolving Credit Facility as of September 30, 2026.
Borrowings Against Investment Securities
UWM has entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts established to facilitate its private label securitization transactions which have been accounted for as borrowings against investment securities. As of September 30, 2026, we had $80.7 million outstanding under individual trades executed pursuant to a master repurchase agreement with a counterparty which is collateralized by the investment securities (beneficial interests in the trusts) that we retained due to regulatory requirements. The borrowings against investment securities have remaining terms ranging from one to three months as of September 30, 2026, and interest rates based on SOFR plus a spread. We intend to renew these sale and repurchase agreements upon their maturity during the required holding period for the retained investment securities.
The counterparty under these sale and repurchase agreements conducts daily evaluations of the adequacy of the underlying collateral based on the fair value of the retained investment securities less any specified haircuts. These investment securities are financed on average at approximately 75% of the outstanding principal balance, and exchanges of cash collateral are required if the fair value of the retained investment securities, less the haircut, is less than the principal balance plus accrued interest on the secured borrowings. As of September 30, 2026, we had delivered $4.5 million of collateral to the counterparty under these sale and repurchase agreements.
Finance Leases
As of September 30, 2026, our finance lease liabilities were $21.9 million, $21.5 million of which relates to leases with related parties. Our financing lease agreements have remaining terms ranging from approximately two years to ten years.
Redeemable Preferred Stock and Warrants
On August 5, 2026, we issued 1,500,000 shares of our Series A-1 Preferred Stock and 150,000 shares of its Series A-2 Preferred Stock and warrants to purchase shares of its Class A common stock for an aggregate purchase price of $1.65 billion. In connection with the transaction, we issued 165,000,000 Class A warrants with an exercise price of $6.00 per share of Class A Common Stock (“Class A Warrants”) and 165,000,000 Class B warrants with an exercise price of $2.00 per share of Class A Common Stock (“Class B Warrants”), each exercisable for shares of the Company’s Class A common stock. The Class A Warrants and the Class B Warrants are exercisable solely for cash and expire August 5, 2036.
In October 2026, the Company commenced a rights offering, intended to raise gross proceeds of up to $400 million. Pursuant to a support and backstop agreement entered into on August 5, 2026, to the extent the rights offering does not generate $400 million of gross proceeds, certain funds affiliated with Oaktree have the option, and SFS Group and our Chairman, President, and CEO have the obligation, to purchase securities for the unfunded amount such that aggregate gross proceeds from the rights offering and the backstop purchases would be at least $400 million. Purchases pursuant to the support and backstop agreement may be either (x) shares of Class A Common Stock, at the same price as was available in the rights offering or (y) junior perpetual non-convertible preferred stock which is similar to the Series A-2 Preferred Stock, except that it is further subordinated to the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, and an equal amount of Class A Warrants and Class B Warrants for aggregate number of warrants equal to 20% of principal amount of such preferred stock.
The Series A Preferred Stock is classified as temporary equity because it may become redeemable based on events that are not solely within the Company’s control. As of September 30, 2026, the Series A Preferred Stock had an aggregate carrying amount of $1.50 billion and an aggregate redemption amount of $2.31 billion.
The Series A Preferred Stock accrues cumulative dividends at an annual cash rate of 10.0% or, if paid in kind, an annual rate of 13.0%. Cash dividends will represent a use of the Company’s liquidity, while payment-in-kind dividends will increase the stated value of the Series A Preferred Stock without a current-period cash payment.
The Series A-1 Certificate of Designation requires the Company to maintain specified financial thresholds, including minimum tangible book value of equity, minimum liquidity, and a maximum corporate net leverage ratio. The Company was in compliance with these financial requirements as of September 30, 2026.
See Note 11 - Redeemable Preferred Stock and Warrants, Note 18 - Earnings Per Share, and Note 19 - Subsequent Events, to the accompanying condensed consolidated financial statements for additional information.
Cash flow data for the nine months ended September 30, 2026 and 2025
| For the nine months ended September 30, | |||||||||||||||||
| ($ in thousands) | 2026 | 2025 | |||||||||||||||
| Net cash used in operating activities | $ | (1,858,934) | $ | (2,751,314) | |||||||||||||
| Net cash provided by investing activities | 808,322 | 2,099,290 | |||||||||||||||
| Net cash provided by financing activities | 967,668 | 1,015,388 | |||||||||||||||
| Net (decrease) increase in cash and cash equivalents | $ | (82,944) | $ | 363,364 | |||||||||||||
| Cash and cash equivalents at the end of the period | 420,420 | 870,703 | |||||||||||||||
Net cash used in operating activities
Net cash used in operating activities was $1.9 billion for the nine months ended September 30, 2026 compared to net cash used in operating activities of $2.8 billion for the same period in 2025. The decrease in cash flows used in operating activities year-over-year was primarily driven by the decrease in mortgage loans at fair value for the period ended September 30, 2026, as compared to the increase in mortgage loans at fair value for same period in 2025, partially offset by a decrease in net income as adjusted for non-cash operational items, including the capitalization and change in fair value of MSRs.
Net cash provided by investing activities
Net cash provided by investing activities was $808.3 million for the nine months ended September 30, 2026 compared to $2.1 billion of net cash provided by investing activities for the same period in 2025. The decrease in cash flows provided by investing activities was primarily driven by a decrease in net proceeds from the sales of MSRs.
Net cash provided by financing activities
Net cash provided by financing activities was $967.7 million for the nine months ended September 30, 2026 compared to $1.0 billion of net cash provided by financing activities for the same period in 2025. During the nine months ended September 30, 2026, there were net repayments of warehouse facilities compared to net borrowings during the same period in 2025, related to the changes in mortgage loans at fair value during these periods, offset by net borrowings on the secured lines of credit and net proceeds from the issuance of redeemable preferred stock and warrants. The nine months ended September 30, 2025 included net repayments on the secured lines of credit, and net proceeds from the issuance of senior notes.
Contractual Obligations
Cash requirements from contractual and other obligations
As of September 30, 2026, our material cash requirements from known contractual and other obligations include dividend payments on our preferred stock issued during the third quarter of 2026, interest and principal payments under our Senior Notes, principal payments under our borrowings against investment securities, interest and principal payments under our Conventional MSR Facility and Ginnie Mae MSR Facility, payments under our financing and operating lease agreements, payments to SFS Corp. under the TRA and required tax distributions to SFS Corp. Except for the issuance of the preferred stock, there have been no other material changes in the cash requirements from known contractual and other obligations since December 31, 2025.
Holdings LLC is generally required from time to time to make distributions in cash to SFS Corp. (as well as distributions to UWMC) in amounts sufficient to cover the taxes on its allocable share of the taxable income of Holdings LLC.
The sources of funds needed to satisfy these cash requirements include cash flows from operations and investing activities, including cash flows from sales of MSRs and excess servicing cash flows, sale or securitization of loans into the secondary market, loan origination fees and certain other fees related to the origination of a loan, servicing fee income, and interest income on mortgage loans.
Repurchase and indemnification obligations
Loans sold to investors, which we believe met investor and agency underwriting guidelines at the time of sale, may be subject to repurchase in the event of specific default by the borrower or subsequent discovery that underwriting or documentation standards were not explicitly satisfied. We establish a reserve which is estimated based on an assessment of our contingent and non-contingent 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. See Note 8 - Commitments and Contingencies to the condensed consolidated financial statements for further information.
Interest rate lock commitments, loan sale and forward commitments, and other interest rate derivatives
In the normal course of business, we are party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit to borrowers at either fixed or floating interest rates. IRLCs are binding agreements to lend to a borrower at a specified interest rate within a specified period of time as long as there is no violation of conditions established in the contract. These commitments generally have fixed expiration dates or other termination clauses which may require payment of a fee. As many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The blended average pullthrough rate was 84% and 78% as of September 30, 2026 and December 31, 2025, respectively.
We also enter into contracts to sell loans into the secondary market at specified future dates (commitments to sell loans), and forward commitments to sell MBS at specified future dates and interest rates. We also occasionally enter into other interest rate derivatives as part of our overall interest rate mitigation strategy for MSRs, including interest rate swap futures, treasury futures, and forward loan purchase commitments. These financial instruments include margin call provisions that require us to transfer cash in an amount sufficient to eliminate any margin deficit. A margin deficit generally results from daily changes in the fair value of these financial instruments. We are generally required to satisfy the margin call on the day of or within one business day of such notice.
Following is a summary of the notional amounts of commitments as of dates indicated:
| ($ in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Interest rate lock commitments—fixed rate (a) | $ | 8,011,383 | $ | 11,770,855 | |||||||
| Interest rate lock commitments—variable rate (a) | 614,968 | 450,348 | |||||||||
| Commitments to sell loans | 1,811,199 | 2,608,946 | |||||||||
| Forward commitments to sell mortgage-backed securities | 13,359,658 | 14,355,079 | |||||||||
| Other interest rate derivatives | 5,700,000 | — | |||||||||
(a) Adjusted for pullthrough rates of 84% and 78% as of September 30, 2026 and December 31, 2025, respectively. | |||||||||||
As of September 30, 2026, we had sold $2.1 billion of loans to a global insured depository institution and assigned the related trades to the institution. The loans underlying these trades were scheduled for delivery into securities for settlement with end investors in October 2026.
Critical Accounting Estimates and Use of Significant Estimates
Preparation of financial statements in accordance with U.S. GAAP requires us 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 financial statements, and the reported amounts of revenues and expenses during the reporting period. We have identified certain accounting estimates as being critical because they require management to make difficult, subjective or complex judgments about matters that are uncertain. Actual results could differ and the use of other assumptions or estimates could result in material differences in our condensed consolidated financial statements. Our critical accounting policies and estimates relate to accounting for mortgage loans held at fair value and revenue recognition, mortgage servicing rights, derivative financial instruments and representations and warranties reserve. There were no significant changes to our policies, methodologies, or processes used in applying our critical accounting estimates from what was described in our 2025 Annual Report on Form 10-K.
Cautionary Note Regarding Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements in this report include statements relating to:
•our financial and operational performance;
•future loan originations;
•our client-based business strategies, business model, strategic initiatives, competitive advantages;
•the impact of interest rate risks on our business and results of operations, including expected subscriptions and proceeds;
•the benefits and risks associated with an Exchange Transaction;
•the completion of our rights offering;
•the delays or failures to sell or securitize loans in the secondary market and its impact on our financial performance;
•our hedging and risk mitigation strategies, including the natural hedges provided by our originations;
•our ability to successfully implement our hedging and risk mitigation strategies and the impact of unanticipated macroeconomic factors on such strategy;
•the impacts of defaults on our business;
•the potential impact of technological developments on our operations;
•the impact of new tax laws and regulations on our financial results;
•our accounting policies and the impacts to our agreements and financial results;
•the renewal of our sale and repurchase and other financing agreements upon their maturity;
•the quality of our loan portfolio;
•our ability to increase or decrease the size of our warehouse lines to reflect anticipated increases or decreases in volume;
•macroeconomic conditions that may affect our business and the mortgage industry in general;
•our ability to sell our MSRs and excess servicing;
•the impact of pending litigation on our financial position and the outcome of such litigation;
•the sufficiency of our liquidity;
•our repurchase and indemnification obligations for loans sold to investors and other contractual indemnification obligations; and
•other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
These forward-looking statements involve estimates and assumptions that may be affected by risks and uncertainties in our business, as well as other external factors, and actual results could differ materially from those expressed or implied in any forward-looking statement as a result of a number of factors, including:
•our dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies that affect interest rates and inflation;
•our reliance on our warehouse and other short-term financing facilities to fund mortgage loans and otherwise operate our business, our use of leverage under these facilities and the risk that a decrease in the value of collateral underlying certain of these facilities could result in an unanticipated margin call;
•our ability to access, and increase, warehouse lines to meet our anticipated growth;
•the impact of actions taken by the Presidential Administration, including actions that could adversely affect inflation, interest rates, consumer discretionary income and confidence and home building starts, which could adversely affect our loan origination volume and profitability;
•our ability to sell loans in the secondary market, including to government-sponsored enterprises (“GSEs”), and to securitize our loans into mortgage-backed securities through the GSEs and Ginnie Mae, and our ability to sell MSRs in the bulk MSR secondary market;
•our dependence on the GSEs and the risk of changes to these entities and their roles, including, as a result of GSE reform, termination of conservatorship or efforts to increase the capital levels of the GSEs;
•changes in the GSEs’, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees;
•our ability to comply with all applicable rules and regulations in connection with our internal servicing operations and the risks associated with the transition of servicing operations in-house;
•our dependence on licensed residential mortgage loan officers or entities, including brokers that arrange for the funding of mortgage loans, or banks, credit unions or other entities that use their own funds or warehouse facilities to fund mortgage loans but do not underwrite or otherwise make the credit decision with respect to such loans, and changes in banking regulations and capital requirements that may impact the availability of warehouse financing or otherwise affect liquidity in the residential mortgage industry;
•our inability to continue to grow or effectively manage the growth of our loan origination volume;
•our ability to continue to attract and retain our Independent Mortgage Broker relationships;
•the occurrence of a data breach or other failure in our cybersecurity or information security systems;
•our reliance on third-party software and services in our operations;
•our reliance on third-party sub-servicers to service our mortgage loans or MSRs;
•the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other vendors;
•intense competition in the mortgage industry;
•our ability to implement and maintain technological innovations in our operations;
•the loss of key management;
•our ability to continue to comply with the complex state and federal laws, regulations and practices applicable to mortgage loan origination and servicing generally, including maintaining appropriate state licenses, managing the costs and operational risks associated with material changes to such laws and regulations and the impact of recent changes in federal and state government administrations;
•errors in, or the ineffectiveness of, internal and external models or data we rely on to manage risk and make business decisions;
•fines or other penalties associated with the conduct of Independent Mortgage Brokers;
•the risk that we are or may become subject to legal actions that if decided adversely, could be detrimental to our business;
•those risks described in Item 1A - Risk Factors in our 2025 Annual Report on Form 10-K, as well as those described from time to time in our other filings with the SEC.
All forward-looking statements speak only as of the date of this report and should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are subject to a variety of risks that can affect our operations and profitability. We broadly categorize these risks as interest rate, credit and counterparty risks.
Interest rate risk
We are subject to interest rate risk, which may impact our origination volume and associated revenue, the valuation of our MSRs, IRLCs and mortgage loans at fair value, and the net interest margin derived from our origination activities. The fair value of MSRs is driven primarily by interest rates, which impact expected prepayments. In periods of rising interest rates, the fair value of the MSRs generally increases as expected prepayments decrease, extending the estimated life of the MSRs, and estimated float earnings increase, which generally results in expected increases in cash flows. In a declining interest rate environment, the fair value of MSRs generally decreases as expected prepayments increase, shortening the estimated life of the MSRs, and estimated float earnings decrease, which generally results in expected decreases in cash flows. Loan origination volumes tend to increase in declining interest rate environments and decrease in rising interest rate environments; therefore we believe that our origination business provides a natural hedge to our servicing business. We periodically evaluate our overall interest rate risk management strategy with respect to MSRs, which includes consideration of our natural business model hedge, regular sales of MSRs and excess servicing cash flows, and at times entering into other interest rate derivatives to mitigate the interest rate risk associated with all or a portion of our MSR portfolio.
Our IRLCs and mortgage loans at fair value are exposed to interest rate volatility. During the origination, pooling, and delivery process, the value of our mortgage loan pipeline fluctuates with changes in interest rates. Because substantially all of our production is deliverable to Fannie Mae, Freddie Mac, and Ginnie Mae, we predominantly utilize forward agency or Ginnie
Mae To Be Announced ("TBA") securities as our primary hedge instruments. The TBA market is a secondary market in which forward contracts for agency mortgage-backed securities are traded, which we use to mitigate the risk of changes in the value of our mortgage loan pipeline resulting from changes in market interest rates.
We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on fair values based on hypothetical changes (increases and decreases) in interest rates. Our total market risk is influenced by a wide variety of factors, including market volatility and market liquidity. There are certain limitations inherent in the sensitivity analysis presented, including the necessity to conduct the analysis based on a single point in time and the inability to capture the complex market reactions that could arise from the market shifts modeled. We used September 30, 2026 market rates and the instruments outstanding as of that date to perform the sensitivity analysis. These sensitivities are hypothetical and presented for illustrative purposes only. Changes in fair value based on variations in assumptions generally cannot be extrapolated to our actual performance because the relationship between changes in interest rates and changes in fair value may not be linear, and the analysis does not reflect the impact of ongoing operations. The following table summarizes the estimated change in the fair value of our mortgage loans at fair value, MSRs, IRLCs, FLSCs, and other interest rate derivatives as of September 30, 2026, assuming hypothetical instantaneous parallel shifts in the yield curve. Actual results could differ materially.
| September 30, 2026 | |||||||||||
| ($ in thousands) | Down 25 bps | Up 25 bps | |||||||||
| Increase (decrease) in assets | |||||||||||
| Mortgage loans at fair value | $ | 80,145 | $ | (83,250) | |||||||
| MSRs | (107,381) | 83,498 | |||||||||
| IRLCs | 76,172 | (81,818) | |||||||||
| Total change in assets | $ | 48,936 | $ | (81,570) | |||||||
| Increase (decrease) in liabilities | |||||||||||
| FLSCs | $ | (157,148) | $ | 164,773 | |||||||
| Other interest rate derivatives | 75,370 | (75,380) | |||||||||
| Total change in liabilities | $ | (81,778) | $ | 89,393 | |||||||
Credit risk
We are subject to credit risk, which is the risk of default that results from a borrower’s inability or unwillingness to make contractually required mortgage payments. While our loans are generally sold into the secondary market without recourse, we remain subject to repurchase and indemnification obligations to investors for breaches of representations and warranties or other obligations under our loan sale agreements. For loans that we repurchase or that are sold in the secondary market, we are subject to credit risk to the extent a borrower defaults and the proceeds upon ultimate foreclosure and liquidation of the property are insufficient to cover the outstanding balance of the mortgage loan plus related expenses incurred. We believe this risk is mitigated through our stringent underwriting standards, strong fraud detection tools and technology designed to support compliance with applicable laws and our standards. In addition, we believe that our exposure is mitigated through the quality of our loan portfolio. For the three and nine months ended September 30, 2026, our originated loans had weighted average loan to value ratios of 82.56% and 82.11%, respectively, and weighted average FICO scores of 739 in each period. For the three and nine months ended September 30, 2025, our originated loans had weighted average loan to value ratios of 81.90% and 81.85%, respectively, and weighted average FICO scores of 736 in each period.
Counterparty risk
We are subject to counterparty risk that arises from our financing facilities and interest rate risk hedging activities. These activities generally involve an exchange of obligations with unaffiliated banks or companies, referred to in such transactions as “counterparties." If a counterparty defaults on its obligations, we could be exposed to financial loss. We manage this risk by selecting counterparties that we believe to be financially strong, diversifying our exposure among multiple counterparties, limiting our unsecured credit exposure to any single counterparty, and entering into master netting agreements with counterparties, where appropriate.
In accordance with best practices outlined by the Treasury Market Practices Group, we execute Securities Industry and Financial Markets Association trading agreements with our trading partners. Each such agreement provides for an exchange of margin should either party’s exposure exceed a predetermined contractual limit. Such margin requirements limit our overall counterparty exposure. The master netting agreements provide us with a legal right to offset amounts due to and from the same
counterparty. We incurred no losses due to nonperformance by any of our counterparties during the three and nine months ended September 30, 2026 and 2025.
With respect to our financing facilities, we are also subject to the risk that a counterparty chooses not to renew a borrowing agreement and we are unable to obtain alternative financing to originate mortgage loans. We seek to mitigate this risk by maintaining sufficient borrowing capacity across a variety of well-established counterparties to meet our funding needs, as well as by fostering long-term relationships.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Principal Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based upon their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
We operate in a heavily regulated industry that is highly sensitive to consumer protection, and we are subject to numerous federal, state and local laws. We are routinely involved in consumer complaints, regulatory actions and legal proceedings in the ordinary course of our business. We also, from time to time, initiate legal proceedings against parties from which we believe we have a contractual or other recourse. We are also routinely involved in state regulatory audits and examinations, and occasionally involved in other governmental proceedings arising in connection with our respective business. The resolution of these matters, including the matters specifically described below, is not currently expected to have a material adverse effect on our financial position, financial performance or cash flows.
Other than as set forth below, there have been no material changes in the "Legal Proceedings" included in our Annual Report on Form 10-K for the year ended December 31, 2025 that would be required to be disclosed pursuant to Item 103 of Regulation S-K.
On April 28, 2025, a complaint was filed in the U.S. District Court for the Eastern District of Michigan against UWM, its 401(k) Committee and the Company’s Board of Directors alleging that UWM’s 401(k) plan (the “UWM Plan”) forfeitures should have been used to pay UWM Plan expenses instead of being used for future employer contributions. UWM Plan administration is consistent with decades of regulatory guidance that was reaffirmed as recently as 2023. UWM, its 401(k) Committee and the Company’s Board of Directors plan to vigorously defend this baseless allegation. The Board of Directors was dismissed as a defendant from this action on June 18, 2025. On September 23, 2026, the court granted the motion to dismiss filed by UWM and its 401(k) Committee as to all counts and dismissed the case.
On May 14, 2026, Rocket Mortgage, LLC (“Rocket”), as successor to Nationstar Mortgage LLC, filed suit against UWM in the Supreme Court of the State of New York – Commercial Division alleging breach of contract with respect to certain mortgage servicing rights sales between Nationstar Mortgage LLC and UWM. Rocket seeks monetary damages and attorneys’ fees. UWM filed its motion to dismiss the complaint on July 31, 2026. On August 27, 2026, Rocket filed its amended complaint in the case. UWM filed its motion to dismiss the amended complaint on October 5, 2026.
On June 26, 2026, a complaint was filed in the U.S. District Court for the District of Colorado against UWM by Jennifer Fox, et al. (collectively, the “Fox Plaintiffs”). The Fox Plaintiffs seek class certification, monetary damages, attorneys’ fees, and declaratory and injunctive relief. The Fox Plaintiffs allege, among other things, violations of the Telephone Consumer Protection Act and the Colorado No-Call List Act by UWM. The allegations asserted by the Fox Plaintiffs in their complaint are similar to the allegations asserted by other similar plaintiffs in their respective complaints for which UWM has sought dismissal on the basis that UWM should not be held vicariously liable for the actions of those who operate independently and of whom it has no control over day-to-day operations. The Fox Plaintiffs voluntarily dismissed their complaint against UWM on August 31, 2026.
On August 10, 2026, the Company and UWM Acquisitions 1 LLC sued Two Harbors Investment Corp. (“TWO”) in the United States District Court for the District of Maryland alleging TWO breached its $1.3 billion merger agreement with the Company and committed fraud while steering TWO toward a competing transaction with CrossCountry Mortgage, LLC. The Company seeks to recover monetary damages from TWO in connection with the lawsuit. On October 1, 2026, TWO filed its answer and counterclaims alleging breach of contract, fraud and negligent misrepresentation claims against the Company in connection with the failed acquisition. TWO seeks monetary damages and attorneys’ fees from the Company through the counterclaims. The Company believes TWO’s counterclaims are without merit.
On August 13, 2026, a complaint was filed in the U.S. District Court for the Eastern District of Michigan against the Company, Mathew Ishbia and Rami Hasani by Doug Bond, et al. (collectively, the “Bond Plaintiffs”) alleging certain violations of the Securities Exchange Act of 1934. The Bond Plaintiffs seek monetary damages and attorneys’ fees. The defendants intend to vigorously defend themselves against the claims made within the complaint.
On August 31, 2026, Michael Farzad, derivatively on behalf of the Company, brought a complaint in the U.S. District Court for the Eastern District of Michigan against Mathew Ishbia, et al., alleging breach of fiduciary duty and unjust enrichment in connection with their role as members of the Company’s Board of Directors. On September 1, 2026, Nathan Paytas, derivatively on behalf of the Company, brought a nearly identical complaint in the U.S. District Court for the Eastern District of Michigan against Mathew Ishbia, et al., alleging the same claims. On October 17, 2026, Steven Baker, derivatively on behalf of UWM Holdings Corporation, brought a complaint in Oakland County Circuit Court in the State of Michigan against Mathew Ishbia, et al., alleging similar allegations to those allegations brought by Michael Farzad and Nathan Paytas in their respective complaints. Michael Farzad and Nathan Paytas seek monetary damages, equitable relief, injunctive relief and attorneys’ fees. Steven Baker seeks monetary damages, equitable relief, declaratory relief and attorneys’ fees. The defendants intend to vigorously defend themselves against the claims made within all three complaints.
On October 2, 2026, a complaint was filed in the Court of Chancery in the State of Delaware against Mat Ishbia, et al. by Eric Gilbert, et al. (collectively, the “Gilbert Plaintiffs”). The complaint alleges that the disclosures made by the Company in connection with its pending rights offering are insufficient and requests that certain additional information be disclosed to stockholders. The Gilbert Plaintiffs seek monetary damages, injunctive relief, declaratory relief and attorneys’ fees. The defendants intend to vigorously defend themselves against the allegations made in the complaint.
Item 1A. Risk Factors
Since December 31, 2025, there have been no material changes to the Company’s Risk Factors, except as noted below:
Our ability to take certain actions may be limited by the terms of the Series A-1 Preferred Stock.
The terms of the Series A-1 Preferred Stock restrict our ability to take certain actions without the consent of the holders of the Series A-1 Preferred Stock or the satisfaction of specified conditions. For example, we are restricted from creating or issuing securities ranking senior to or on parity with the Series A-1 Preferred Stock, paying dividends or making distributions on our Class A Common Stock, redeeming or repurchasing shares of our Class A Common Stock or other securities, incurring indebtedness, materially altering our principal line of business, or taking certain other corporate actions unless specified conditions are satisfied. Oaktree also has certain governance rights that are set forth in the investor rights agreement that we entered into in connection with the Financing.
These restrictions could limit our flexibility in managing our capital structure and conducting our business and could prevent us from pursuing transactions or taking other actions that we may otherwise believe would be in our best interests. In addition, any requirement to obtain the consent of holders of the Series A-1 Preferred Stock could delay or prevent a transaction or other corporate action. As a result, the terms of our Series A-1 Preferred Stock could adversely affect our ability to respond to changing business, financial and market conditions and could have a material adverse effect on our business, financial condition and results of operations.
For so long as Oaktree beneficially owns at least 25% of the number of shares of Series A-1 Preferred Stock issued to them on August 5, 2026, Oaktree will have the exclusive right to nominate and elect two directors to our Board (each a “Series A-1 Investor Board Member”). In addition, upon the earlier of the seventh anniversary of August 5, 2026 and the occurrence of a Special Event of Noncompliance (as defined in the Series A-1 Certificate of Designation), if any shares of Series A-1 Preferred Stock remain outstanding and are held by the Series A-1 Investors (as defined in the Series A-1 Certificate of Designation), the number of Series A-1 Investor Board Members will automatically be increased such that the total number of authorized Series A-1 Investor Board Members represents at least the number of directors required to constitute a majority of the total authorized number of directors of our Board. However, if these additional directorships were created as a result of a Special Event of Noncompliance, the additional directorships will be eliminated, and the directors serving in those directorships will automatically cease to serve, when the Special Event of Noncompliance is cured to the reasonable satisfaction of the Requisite Series A-1 Investor Majority (as defined in the Series A-1 Certificate of Designation). A Special Event of Noncompliance may be triggered by breaches of financial condition covenants, including minimum tangible book value, minimum liquidity and maximum leverage requirements, as well as specified payment defaults, insolvency events and cross-defaults, in each case which are not cured within the specified cure period (if any). After the seventh anniversary and during the continuance of a Special Event of Noncompliance, holders of Series A-1 Preferred Stock may require us to pursue a refinancing transaction to redeem all outstanding Series A-1 Preferred Stock which could be at rates and upon terms that are less favorable than those which are provided by the current Series A-1 Preferred Stock.
Resales of the outstanding shares of Class A Common Stock issuable upon exercise of Warrants or shares issuable upon an exchange transaction could depress the market price of our Class A Common Stock or result in dilution.
As of November 2, 2026, there are 330,000,000 shares of Class A Common Stock issuable upon exercise of the Warrants and 1,261,862,603 shares of Class A Common Stock issuable in connection with the exchange of the Paired Interests. The issuance of shares of Class A Common Stock issuable upon the exercise of the Warrants or upon exchange of the Class B Units in Holdings LLC may result in dilution to the then existing holders of our Class A Common Stock and increase the number of shares of our Class A Common Stock eligible for resale in the public market. Such sales of shares of Class A Common Stock or the perception that such sales may occur could depress the market price of our Class A Common Stock.
Further, if the rights offering is not fully subscribed and Oaktree Purchasers or Ishbia Support Parties elect to receive junior perpetual non-convertible preferred stock which is similar to the Series A-2 Preferred Stock, except that it is further subordinated to the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, and Warrants pursuant to the Backstop Agreement, we may issue up to 80 million additional Warrants (divided equally between Class A Warrants and Class B Warrants). Issuing additional shares of our Class A Common Stock or Warrants exercisable for shares of Class A Common Stock may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A Common Stock or both.
The Series A Preferred Stock have a liquidation preference senior to our Class A Common Stock.
Shares of our Class A Common Stock are junior in rank to each series of the Series A Preferred Stock with respect to the preferences as to dividends, distributions and payments upon our liquidation, bankruptcy, dissolution or winding up. The payment of the liquidation preferences could result in common stockholders not receiving any consideration if we were to liquidate, dissolve or wind up, either voluntarily or involuntarily. This liquidation preference may increase over time based on the payment of in-kind dividends. Subject to the terms set forth in the Series A-1 Certificate of Designation and the certificate of designation governing the Series A-2 Preferred Stock (the “Series A-2 Certificate of Designation,” and together with the Series A-1 Certificate of Designation, the “Certificates of Designation”), if we issue any additional preferred stock in the future, it may also have similar liquidation preferences.
The existence of the liquidation preferences may reduce the value of our Class A Common Stock, make it harder for us to sell shares of Class A Common Stock in offerings in the future, or prevent or delay a change of control.
Item 5. Other Information
Rule 10b5-1 Trading Plans
No director or officer of the Company adopted terminated
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 3.5 | ||||||||
| 4.13 | ||||||||
| 4.14 | ||||||||
| 10.24 | ||||||||
| 10.25 | ||||||||
| 10.26 | ||||||||
| 10.27 | ||||||||
31.1% | ||||||||
31.2% | ||||||||
32.1% | ||||||||
32.2% | ||||||||
| 101.0 INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
101.SCH% | XBRL Taxonomy Extension Schema Document. | |||||||
101.CAL% | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.DEF% | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB% | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
101.PRE% | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
104.0% | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| % | Filed herewith. | |||||||
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.
| UWM HOLDINGS CORPORATION | |||||||||||||||||
Date: November 6, 2026 | By: | /s/ Rami Hasani | |||||||||||||||
| Rami Hasani | |||||||||||||||||
| Executive Vice President, Chief Financial Officer | |||||||||||||||||
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a‑14(a) AND 15d‑14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mathew Ishbia, certify that:
1.I have reviewed this Quarterly Report on Form 10‑Q of UWM Holdings Corporation (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Registrant and have
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.
Date: November 6, 2026 | By: | /s/ Mathew Ishbia | ||||||
| Mathew Ishbia | ||||||||
| Chairman, President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a‑14(a) AND 15d‑14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rami Hasani, certify that:
1.I have reviewed this Quarterly Report on Form 10‑Q of UWM Holdings Corporation (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Registrant and have
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.
Date: November 6, 2026 | By: | /s/ Rami Hasani | ||||||
| Rami Hasani | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Mathew Ishbia, President, Chief Executive Officer and Chairman of UWM Holdings Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.
Date: November 6, 2026 | By: | /s/ Mathew Ishbia | ||||||
| Mathew Ishbia | ||||||||
| Chairman, President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Rami Hasani, Executive Vice President and Chief Financial Officer of UWM Holdings Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.
Date: November 6, 2026 | By: | /s/ Rami Hasani | ||||||
| Rami Hasani | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||