UWMC 10-K & 10-Q changes, risk factors and insider trading

Our financial results are highly dependent on the size of the overall loan origination market, which depends largely on macroeconomic conditions outside of our control. Our purchase volume is driven by consumers ability and willingness to purchase a new home, whether for the first time or as a move from their current home, while our refinance volume is driven by consumers being able and willing to refinance their home into a new, typically lower interest rate, mortgage. Purchase volume is highly dependent on the health of the U.S. residential real estate industry, which is seasonal, cyclical, and affected by changes in general economic conditions. Specifically, higher mortgage rates have, and may continue to adversely affect demand for new mortgage originations because existing homebuyers are hesitant to move and give up their current low interest rate loan and the higher cost of home ownership adversely impacts move-up or new homebuyers. In addition, other economic factors, such as slow economic growth or inflationary conditions, the pace of home price appreciation or the lack thereof, changes in household debt levels, and increased unemployment, stagnant or declining wages or decreased purchasing power due to inflation, consumer debt levels, and consumer confidence, affect borrowers’ ability and willingness to purchase new homes and therefore reduce demand for purchase mortgages. Similarly, refinance mortgage volume is principally driven by mortgage rates, which in turn are influenced by interest rates, and the ability and willingness of homeowners to refinance their current mortgages. Generally, the refinance market experiences more significant fluctuations than the purchase market as a result of interest rate changes. With higher interest rates, refinancing activity declines as fewer consumers are interested in refinancing their mortgages. At present, a substantial percentage of outstanding mortgage loans have fixed interest rates significantly below current market interest rates. Although the Federal Reserve begancontinued reducing overnight interest rates during 2024,2025, these actions have not yet had a material impact on reducing mortgage rates. In addition, it is unclear how recent governmental actions or the threats of certain actions, such as tariffs, reductions of governmental employees and governmental spending, tax reform, and actions taken to address the debt ceiling, will impact the U.S. economy and the residential real estate market. Any uncertainty or deterioration in market conditions that leads to a decrease in loan originations would likely have an adverse effect on our revenue and profitability. Lower loan origination volumes in the industry also generally place downward pressure on margins, thus compounding the effect of the deteriorating market conditions.

We primarily originate loans eligible for sale to Fannie Mae and Freddie Mac, and government insured or guaranteed loans, such as the FHA, the U.S. Department of Veteran Affairs (“VA”) and the U.S. Department of Agriculture (“USDA”),USDA, which are eligible for Ginnie Mae securities issuance. If we lose approvals with these agencies or our relationships with these agencies is otherwise adversely affected, we would need to seek alternative secondary market participants to acquire our mortgage loans at a volume sufficient to sustain our business. In addition, we also derive other material financial benefits from these relationships, including the assumption of credit risk on securitized loans in exchange for the payment of guarantee fees and the ability to avoid certain loan inventory finance costs through streamlined loan funding and sale procedures. If such participants are not available or not available on reasonably comparable economic terms, the above changes could have a material effect on our ability to profitably sell loans we originate that are securitized through Fannie Mae, Freddie Mac or Ginnie Mae.

If the role of the GSEs and governmental agencies in the mortgage industry is materially changed or curtailed, it could adversely affect our future operations. In 2008, the Federal Housing Finance Agency (“FHFA”) placed Fannie Mae and Freddie Mac into conservatorship and these two GSEs are currently controlled by the FHFA. These two GSEs create financial products that support the mortgage market, reduce risks for investors and may influence mortgage rates in the U.S. In connection with the recent change in the federal government administration, there has been discussion regarding the privatization of these GSEs and it is unclear the impact, if any, that such privatization would have on mortgage rates and the mortgage market in general. The new Presidential Administration is also seeking to materially reduce governmental spending and the role of governmental agencies and it is unclear if any of theAny proposed regulatory reform or funding changes wouldcould affect the other governmental agencies that support the mortgage industry, such as FHA, HUD, VA or USDA, and, if so,and if such regulatory reforms, funding limitations or program discontinuations wouldcould affect the availability of these programs, the cost and availability of mortgage loans, the MBS market or the housing market in general. As the extent and timing of any proposed regulatory or funding reform regarding the GSEs and the U.S. housing finance market are uncertain, we cannot anticipate the impact, if any, that it would have on our business operations and financial results.

• credit standards for mortgage loans;

These guidelines provide the GSEs and other government agencies with the ability to provide monetary incentives for loan servicers that perform well and to assess penalties for those that do not. At the direction of the FHFA, Fannie Mae and Freddie Mac have aligned their guidelines for servicing delinquent mortgages, which could result in monetary incentives for servicers that perform well, and which may also result in assessing compensatory penalties against servicers in connection with the failure to meet specified timelines relating to delinquent loans and foreclosure proceedings, and other breaches of servicing obligations. We generally cannot negotiate these terms with the agencies and they are subject to change at any time without our specific consent. A significant change in these guidelines, that decreases the fees we charge or requires us to expend additional resources to provide mortgage services, could decrease our revenues or increase our costs. Further changes in GSE or agency guidelines regarding non-citizen borrower eligibility could reduce the pool of eligible borrowers for whom we are able to originate loans, require modifications to our origination and compliance procedures, or expose us to regulatory risk if our practices are found to be inconsistent with applicable requirements.

If the mortgage loans originated and sold by us do not comply with the guidelines established by the GSEs, GNMAGinnie Mae or private investors to whom they are sold, we are required to repurchase or substitute these loans or indemnify for related losses.

Substantially all of our mortgage loans are sold to GSEs, insured by FHA or VA and sold into GNMAGinnie Mae securities or sold to private investors. In connection with such sales and insuring, we make representations and warranties to the GSE, FHA or VA or the private investor that the mortgage loans conform to their respective standards. These standards include, among other items, adherence to origination guidelines and compliance with applicable federal, state and local laws and regulations, underwriting in conformity with the applicable guidelines, and conformity with guidelines relating to, appraisals, insurance and legal documents generally. In addition, we are contractually obligated, in certain circumstances, to refund to the purchasers certain premiums paid to us on the sale if the mortgagor prepays the loan within a specified period of time.

Our clients are the Independent Mortgage Brokers who refer us mortgage loans to originate. Consequently, our results of operations are dependent, in large part, on our ability to maintain and expand our relationships with Independent Mortgage Brokers. If we are unable to attract Independent Mortgage Brokers to join our network and to provide a level of service such that our clients remain with the network or refer a greater number of their mortgage loans to us, our ability to originate loans will be significantly impaired. The willingness of Independent Mortgage Brokers to originate mortgage loans with us is dependent on (i) the rates that we are able to offer our clients’ borrowers for mortgage loans, (ii) our customer service, and (iii) compensation. In determining with whom to partner, Independent Mortgage Brokers are also focused on the technological services and platforms we can provide so that the Independent Mortgage Brokers can best attract and serve consumers. If our clients are dissatisfied with our services or platform or technological capabilities, or they cannot offer prospective borrowers competitive rates, we could lose a number of clients which would have a negative impact on our business, operating results and financial condition. Moreover, if economic conditions, regulation or other changes materially impact the ability of Independent Mortgage Brokers to continue to operate, it could be detrimental to our business.

We depend exclusively on Independent Mortgage Brokers for our loan originations. These clients are subject to parallel and separate legal obligations. While these laws may not explicitly hold the originating lenders responsible for the legal violations of such entities, U.S. federal and state agencies increasingly have sought to impose such liability. For example, the U.S. Department of Justice (“DOJ”),DOJ, through its use of a disparate impact theory under the Fair Housing Act, has held originating lenders responsible for the pricing practices of third parties, alleging that the lender is directly responsible for the total fees and charges paid by the borrower even if the lender neither dictated what the third party could charge nor kept the money for its own account. See “—Regulatory agencies and consumer advocacy groups are asserting claims that the practices of lenders and loan servicers violate anti-discrimination laws.” In the past few years, there were a number of actions brought by the DOJ and other federal and state agencies under ECOA that allege that lenders have engaged in “redlining” by engaging in acts or practices directed at discouraging potential loan applicants from seeking financing. Even though we do not market directly to consumers, the failure or inability of our clients and their loan officers to attract certain classes of borrowers could result in actions being brought against us. In addition, under the TILA-RESPA Integrated Disclosure (“TRID”) rule, we may be held responsible for improper disclosures made to borrowers by our clients. While the new Presidential Administration has suggested that these types of claims will not be pursued by the DOJ or federal agencies to the same degree, there is no assurance that state or private parties will not pursue similar claims. While we seek to use technology, such as our LOS, to monitor whether these clients and their loan officers are complying with their obligations, our ability to enforceensure suchthe complianceIndependent Mortgage Brokers who refer loans to us remain compliant across their operations is extremely limited. Consequently, we may be subject to claims for fines or other penalties based upon the conduct of our clients and their loan officers with whom we do business, which could have a material effect on our operating results and financial condition.

We believe the development and proliferation of AI will have a significant impact in our industry; however, the incipient nature of AI presents risks, challenges, and unintended consequences, including potential defects in the design and development of the technologies used to automate processes, misapplication of technologies, the reliance on data, rules or assumptions that may prove inadequate, information security vulnerabilities and failure to meet customer expectations, among others. For example, the use of AI algorithms may raise ethical concerns and legal issues due to perceived or actual unintentional bias in the processing and servicing of mortgage loans. While we aim to develop and use AI responsibly, we may be unsuccessful in identifying or resolving issues before they arise. AI-related issues, including potential government regulation of AI, deficiencies or failures could give rise to legal and regulatory actions, damage our reputation or otherwise materially impact our business, financial condition, and liquidity. Further, it is possible that AI could meaningfully impact the labor market, unemployment rates and consumer savings, which in turn could negatively impact our business or our prospects for future growth.

We rely on a third party sub-servicerssub-servicer who serviceservices all the mortgage loans for which we hold MSRs, and our financial performance may be adversely affected by theirits inability to adequately perform theirits servicing functions.

We contract with a third party sub-servicerssub-servicer for the servicing of the portion of the mortgage loans in our portfolio for which we retain MSRs. Although we use a third-party servicers,servicer, we, as master servicer, retain primary responsibility to ensure these loans are serviced in accordance with the contractual and regulatory requirements.

Therefore, the failure of our sub-servicerssub-servicer to adequately perform theirits servicing obligations may subject us to liability for their improper acts or omissions and adversely affect our financial performance. Specifically, we may be adversely affected:

•if our sub-servicerssub-servicer breachbreaches theirits servicing obligations or areis unable to perform theirits servicing obligations properly, which may subject us to damages or termination of the servicing rights, and cause us to lose loan servicing income and/or require us to indemnify an investor or securitization trustee against losses as a result of any such breach or failure;

•by regulatory actions taken against any of our sub-servicers,sub-servicer, which may adversely affect theirits licensing and, as a result, theirits ability to perform their servicing obligations under GSE and U.S. government agency loans which require such licensing;

•by a default by any of our sub-servicerssub-servicer under theirits debt agreements, which may impact theirits access to capital to be able to perform theirits obligations;

•if any of our sub-servicerssub-servicer werewas to face adverse actions from the GSEs or Ginnie Mae due to economic or other circumstances that are difficult to anticipate and areis terminated as a servicer under theirits agreements with the GSEs or Ginnie Mae;

•if as a result of poor performance by our sub-servicers,sub-servicer, we experience greater than expected delinquencies and foreclosures on the mortgage loans being serviced, which could lead to liability from third party claims or adversely affect our ability to access the capital and secondary markets for our loan funding requirements;

•if any of our sub-servicerssub-servicer werewas the target of a cyberattack or other security breach, resulting in the unauthorized release, misuse, loss or destruction of information related to our current or former borrowers, or material disruption of our or our clients network access or business operations;

•if any of our sub-servicerssub-servicer becomebecomes subject to bankruptcy proceedings; or

•if one or more of our sub-servicerssub-servicer terminateterminates theirits agreement with us.

We currently rely on twoone nationally-recognized sub-servicerssub-servicer as we continue to servicetransition allservicing of our mortgage loans for which we have retained MSRs.in-house. This sub-servicer counterparty concentration subjects us to a potentially greater impact if any of the risks described above were to occur, and any delay in transferring servicing to a new sub-servicer could further adversely affect servicing performance and cause financial losses. Any of these risks could adversely affect our results of operations, including our loan servicing income and the cash flow generated by our MSR portfolio. Any of these risks may be further exacerbated to the extent we materially increase our MSR portfolio in the future.

The origination process is increasingly dependent on technology, and our business relies on our continued ability to process loan applications over the internet, accept electronic signatures, provide instant process status updates and other client- and loan applicant-expected conveniences. Our proprietary and exclusively licensed technology is integrated into all steps of the loan origination process, from the original submission, to the underwriting to the closing. Our dedication to incorporating technological advancements into our loan origination and servicing platforms requires significant financial and personnel resources. For example, we have invested, and will continue to,to investinvest, significant capital resources on developing, maintaining and improving our proprietary technology platforms, including through the integration of AI into these platforms and processes.

To the extent we are dependent on any particular technology or technological solution, we may be harmed if such technology or technological solution (1) becomes non-compliant with existing industry standards, (2) fails to meet or exceed the capabilities of our competitors’ equivalent technologies or technological solutions, (3) becomes increasingly expensive to service, retain and update, (4) becomes subject to third-party claims of intellectual property infringement, misappropriation or other violation, or (5) malfunctions or functions in a way we did not anticipate or that results in loan defects potentially requiring repurchase.repurchase or originated loans which are alleged to violate consumer financial laws. As such, it is difficult to predict the problems we may encounter in improving the functionality of our websites and other technologies. If we are unable to successfully develop or adopt new technology as critical systems and applications become dated or obsolete and better options become available, or to respond to technological developments and changing client and borrower needs in a cost-effective manner, we may experience disruptions in our operations, lose market share or incur substantial costs.

We fund a vast majority of the mortgage loans we originate through borrowings under our short-term warehouse facilities and funds generated by our operations. Our ability to fund our loan originations may be impacted by our ability to secure further such borrowings on acceptable terms. Our warehouse facilities typically renew annually, although as of December 31, 2024,2025, twoone of our facilities ($4.5 billion in available credit) had a two year renewal terms.term. As of December 31, 2024,2025, all but $900.0 million of our warehouse facilities were uncommitted and can be terminated by the applicable lender at any time. Our warehouse facilities are generally structured in the form of repurchase agreements. We currently leverage and, to the extent available, intend to continue to leverage the mortgage loans we originate with borrowings under these repurchase agreements. When we enter into repurchase agreements, we sell mortgage loans to other lenders, which are the repurchase agreement counterparties, and receive cash from these lenders. These lenders are obligated to resell the same assets back to us at the end of the term of the transaction, which typically ranges from 30 to 90 days, but may have terms of up to 364 days or longer. These repurchase agreements subject us to various risks:

Our financing arrangements subject us to risk in volatile interest rate environmentsenvironments.

Our financing arrangements subject us to risk from volatile interest rates. Borrowings under our warehouse facilities and some of our other financing facilities are at variable rates of interest based on short term rate indexes, whereas our mortgage loans that serve as collateral for the warehouse facilities are generally based on long-term interest rates, which exposes us to interest rate risk. If short term interest rates increase, our debt service obligations on certain of our variable-rate indebtedness will increase and if long-term rates do not increase in kind, our net income and cash flows, including cash available for servicing our indebtedness, could correspondingly decrease. Furthermore, we have also issued $2.8$3.0 billion in principal amount of senior unsecured notes that mature in 2025, 2027, 20292029, 2030, and 2030. Currently, the coupon on the 2025, 2027 and 2029 senior unsecured notes is lower than prevailing market interest rates.2031. When each note matures, there is a risk that the notes will need to be refinanced at higher interest rates, or that we will have to use other sources of liquidity to repay these notes, either of which could have an adverse effect on our business or results of operations.

Our financing arrangements contain, and the government agencies impose,contain certain financial and restrictive covenants that limit our ability to operate our business and a default under such agreements or requirements could have a material adverse effect on our business, liquidity, financial condition, cash flows and results of operations.business.

Our warehouse facilities contain, and our other current or future debt agreements contain or may contain, covenants imposing operating and financial restrictions on our business, including requirements to maintain a certain minimum tangible net worth, minimum liquidity, maximum total debt or liabilities to net worth ratio, profitability requirements, litigation judgment thresholds, and other customary debt covenants. WeFor are also subject to minimum financial eligibility requirements established by the FHA, VA, USDA, HUD, GSEs, Ginnie Mae, and certain state regulators, including net worth, capital ratio and/or liquidity criteria in order to set a minimum level of capital needed to adequately absorb potential losses and a minimum amount of liquidity needed to service such agency mortgage loans and MBS and cover the associated financial obligations and risks. The minimum liquidity requirements of the GSEs and Ginnie Mae were updated in 2023, increasing certain requirements, and Ginnie Mae implemented a new minimum risk-based capital ratio requirement which became effective as of December 31, 2024. In addition,example, the indentures governing our 2025 Senior Notes, 2029 Senior Notes, 2027 Senior Notes, and 2030outstanding Senior Notes contain covenants imposing operating and financial restrictions on our business. As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on equity, and could significantly impede us from growing our business and place us at a competitive disadvantage in relation to federally chartered banks and certain other financial institutions.

A breach of the covenants under our warehouse facilities, Senior Notes, or other debt agreements can result in an event of default under these facilities and as such allow the lenders to pursue certain remedies. In addition, each of these facilities includes cross default or cross acceleration provisions that could result in most, if not all, facilities terminating if an event of default or acceleration of maturity occurs under any facility. To the extent that the minimum financial requirements imposed by the agencies are not met, the agencies may suspend or terminate our agency approvals or agreements, which could cause us to cross default under our warehouse facilities arrangements, could have an adversely effect on our ability to access these markets and could have a material adverse effect on our liquidity and future growth.

We and our clients must also comply with a number of federal, state and local consumer financial services, laws and regulations including, among others, the Truth in Lending Act (“TILA”), the Real Estate Settlement Procedures Act (“RESPA”), the Equal Credit Opportunity Act,Act (“ECOA”), the Fair Credit Reporting Act, the Fair Housing Act, the TCPA, the GLBA, the Servicemembers Civil Relief Act, the Homeowners Protection Act, the Home Mortgage Disclosure Act, the SAFE Act, the Federal Trade Commission Act, the TRID rules, the Dodd-Frank Act, the Appraisal Independence Rule, the Bank Secrecy Act, U.S. federal and state laws prohibiting unfair, deceptive, or abusive acts or practices, and state foreclosure laws. These laws and regulations mandate certain disclosures and notices to borrowers and apply to loan origination, home appraisal, marketing, use of credit reports, safeguarding of non-public, personally identifiable information about borrowers, foreclosure and claims handling, investment of and interest payments on escrow balances and escrow payment features. The Appraisal Independence Rule requires that there be a separation of duties to ensure no conflicts of interest. As part of our strategy to provide our clients innovative solutions to bottlenecks in the mortgage loan pipeline, in 2021, we launched UWM Appraisal Direct, in which we directly engage appraisers rather than utilizing an appraisal management company, and in 2022, we launched TRAC, which provides an alternative to the traditional title and closing process by removing the need for a lender title policy. While we believe that these programs meet all of the regulatory and legal requirements, there is a risk that a regulatory agency could decide that our programs do not meet all of the regulatory and legal requirements, or that our programs will not be accepted by other market participants, which could expose us to additional liability, or subject us to repurchase obligations.

Both the scope of the laws, rules and regulations and the intensity of the regulatory oversight to which our business is subject has increased over time. In the past years, regulatory enforcement and fines had become more significant across the financial services sector. For example, various federal regulatory agencies and departments, including the DOJ and CFPB, have historically taken the position that antidiscrimination statutes, such as the FHA and the ECOA, that prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, ethnicity, sex, religion and national origin apply not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionate negative effect on a protected class of individuals). While the recent change in Presidential Administration is expected to reduce the rule making and enforcement power of these regulatory agencies, it is not clear the scope of such future limitations or the timing for implementation. For example, in February 2026, the DOJ entered into a settlement with a Texas-based lender-developer to resolve alleged violations of the FHA and the ECOA, imposing tens of millions of dollars of remediation expenses on the lender. Furthermore, it is not clear what effect those changes will have, or whether as a result of lesser oversight by the federal authorities, states will increase their regulatory oversight. Moreover, subsequent changes in administrations may result in yet other changes in regulatory oversight and enforcement. As these U.S. federal, state and local laws evolve, it may be more difficult for us to identify these developments comprehensively, to interpret changes accurately and to train our team members effectively with respect to these laws and regulations. These difficulties potentially increase our exposure to the risks of noncompliance with these laws and regulations, including loss of our licenses and approvals to engage in our servicing and lending businesses, costs associated with defending ourselves from investigations and enforcement actions or resulting administrative fines and penalties and civil and criminal liability, including class action lawsuits, which could be detrimental to our business.

State attorneys general, state licensing regulators, and state and local consumer financial protection offices have authority to examine us and/or investigate consumer complaints and to commence investigations and other formal and informal proceedings regarding our operations and activities. To the extent that the CFPB or other federal agencies decrease or are perceived to decrease their regulation or oversight of the loan origination and servicing sectors, it may result in increased activity at the state level. This could increase costs and uncertainty as we would have to comply with a variety of state rules and state interpretations of federal statutes, rather than just one federal regulation. Furthermore, as national lender, we will effectively have to comply with strictest interpretation whereas some of our regional or state competitors may not, which could provide them a competitive advantage. In addition, the GSEs and the FHFA, Ginnie Mae, the FTC, HUD, various investors, non-agency securitization trustees and others subject us to periodic reviews and audits. A determination that we have failed to comply with applicable law could lead to enforcement action, administrative fines and penalties, or other administrative action.

From time to time, we are named as a defendant in legal proceedings alleging improper lending, servicing or marketing practices, abusive loan terms and fees, disclosure violations, quiet title actions, improper foreclosure practices, violations of consumer protection, securities or other laws, breach of contract and other related matters.matters, including any potential legal proceedings in connection with the merger with Two Harbors. In addition, we have a large number of team members and have increased our profile in the community and nationally. As a result, the number of lawsuits against us regarding alleged violation of employment laws, including wage and hour, and other employment issues, has and may continue to increase. In recent years there has been an increase in the number of collective and class actions with respect to employment matters against employers generally. Coupled with the expansion of social media platforms and similar platforms that allow individuals access to a broad audience, these claims, whether or not they have merit, could result in reputational risk, negative publicity, out-of-pocket costs and distractions to our management team.

We operate in an industry that is highly sensitive to consumer protection, and we and our clients are subject to numerous local, state and federal laws that are continuously changing. Remediation for non-compliance with these laws can be costly and significant fines may be incurred. We are routinely involved in consumer complaints, regulatory actions and legal proceedings in the ordinary course of our business and may become subject to class action suits alleging non-compliance with these laws. If we were to become involved in a lengthy litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business. We are also routinely involved in state regulatory audits and examinations, and occasionally involved in other governmental proceedings arising in connection with our respective businesses. Negative public opinion can result from our actual or alleged conduct in any number of activities. Negative public opinion can also result from actions taken by government regulators and community organizations in response to our activities, from consumer complaints, including in the CFPB complaints database, and from media coverage, whether accurate or not. Any of these types of matters could cause us to incur costs, loss of business, fines and legal expenses, regardless of any eventual ruling in our favor, and could also harm the reputation of our brand. Any of these instances could have a material adverse effect on our business, financial condition or results of operations.

Resales of the outstanding shares of Class A common stock, future issuances of Class A common stock or shares issuable upon Holdingsan LLCExchange Unit Exchanges, exercise of Warrants or in connection with the Earn-OutTransaction could depress the market price of our Class A common stock or result in dilution.

As of February 24,23, 2025,2026, there were 157,975,819294,864,131 shares of our Class A common stock outstanding, substantially all of which can be resold without restrictions. In addition, there are (1) 1,440,332,0981,305,082,620 shares of Class A common stock (or approximately 1,531,093,782 shares of Class A common stock if the full amount of the Earn-Out Shares is earned) that may be issued to SFS Corp. or its transferees or assignees in connection with future HoldingsExchange LLC Unit Exchanges and (2) 15,874,987 shares may be issued upon exercise of our outstanding Warrants with a strike price of $11.50 per share.Transactions. We currently have an effective registration statement registering the resale by SFS CorpCorp. of 150.0 million shares of Class A Common Stock (of which 88,262,31145,712,833 remain) and have the obligation under their registration rights agreement to register the issuance of all other shares of Class A Common Stock that may be issued to them. Shares of Class A common stock issuable upon the exercise of our Warrants or in connection with the Earn-Out or upon Exchange Transactions may result in dilution to the then existing holders of our Class A common stock and increase the number of shares eligible for resale in the public market. During 2024,2025, an aggregate of 61,737,68965,953,003 Holdings LLC Units were exchanged for shares of Class A Common Stock and were sold in public or private transactions. 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.

We are the largest overall residential mortgage lender in the U.S., by closed loan volume, despite originating mortgage loans exclusively through the wholesale channel. For the last teneleven years, including the year ended December 31, 2024,2025, we have also 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 year ended December 31, 2024,2025, 89%approximately 90% 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 that are 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 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 ("TBA") 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.

New Accounting Pronouncements Not Yet Effective

◦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.market;

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,Warrants (all unexercised Public and Private Warrants expired on January 21, 2026), the increase or decrease, respectively, in the Tax Receivable Agreement liability, and the decrease or increase, respectively, in the fair value of retained investment securities).

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, and the change in fair value of retained investment securities. We exclude the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, the change in fair value of the Public and Private Warrants, the change in fair value of retained investment securities, and theacquisition-related change in fair value of MSRs due to valuation inputs or assumptionsexpenses as we believe these represent non-cash, non-realized adjustments to our earnings, which isare 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.

(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 consolidated financial statements for additional information related to the Tax Receivable Agreement. See Note 18 – Income Taxes for further information.

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.

We recorded a $6.6$6.9 million provision for income taxes during the year ended December 31, 2024,2025, compared to a $6.6 million provision for income taxes for the year ended December 31, 2024 and $6.5 million benefit for income taxes for the year ended December 31, 20232023. andThe $2.8increase million provision forin income taxestax provision for the year ended December 31, 2022.2025, as compared to the same period in 2024, was primarily due to an increase in pre-tax income attributable to the Company as a result of UWMC's increased ownership of Holdings LLC as a result of Exchange Transactions. The increase in income tax provision for the year ended December 31, 2024, as compared to the same period in 2023, was primarily due to an increase in pre-tax income attributable to the Company. The decrease in income tax provision for the year ended December 31, 2023, as compared to the same period in 2022, was primarily due to the decrease in pre-tax income attributable to the Company.

Net lossincome was $69.8$244.0 million for the year ended December 31, 2023,2025, a decrease of $1.0$85.4 billionmillion or 107.5%,25.9%, as compared to net income of $931.9$329.4 million for the year ended December 31, 2022.2024. The decrease in net income was primarily the result of aan decrease in total revenue, net of $1.1 billion, partially offset by a decreaseincrease in total expenses (including income taxes) of $59.7$324.9 million,million asand furtheran describedincrease above.of $246.9 million in other gains (losses), net, partially offset by an increase in total revenue of $486.4 million.

Net income attributable to the Company of $27.4 million for the year ended December 31, 2025 includes the net income of UWM attributable to the Company due to its approximate 17% ownership interest in Holdings LLC. Net income attributable to the Company of $14.4 million for the year ended December 31, 2024 includes the net income of UWM attributable to the Company due to its approximate 10% ownership interest in Holdings LLC throughout 2024, which increased from approximately 6% at December 31, 2023 to approximately 10% at December 31, 2024.LLC. Net loss attributable to the Company of $13.2 million and net income attributable to the Company of $41.7 million for the yearsyear ended December 31, 2023 and 2022, respectively, includes the net income (loss) of UWM attributable to the Company due to its approximate 6% ownership interest in Holdings LLC throughout 2023 and 2022.LLC.

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 for the next twelve months. We also believe that we have adequate available liquidity to satisfy the upcoming maturity of the 2025 Senior Notes.

2 Interest rates under these funding facilities are based on a reference short-term interest rate benchmarkSOFR plus a spread, which ranged from 1.35%1.15% to 1.95%1.75% for substantially all of our loan production volume as of December 31, 2024.2025.

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 December 31, 2024,2025, $23.4 millionno amount was outstanding under the ASAP+ program and $279.5$20.4 million was outstanding through the EF program.

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 December 31, 2024.

On November 3, 2020, our consolidated subsidiary, UWM, issued $800.0 million in aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Senior Notes”). The 2025 Senior Notes accrueaccrued interest at a rate of 5.500% per annum. Interest on the 2025 Senior Notes iswas due semi-annually on May 15 and November 15 of each year. We used approximately $500.0 million of the net proceeds from the offering of 2025 Senior Notes for general corporate purposes to fund future growth and distributed the remainder to SFS Corp. for tax distributions. Currently, we may redeem theThe 2025 Senior Notes were repaid at 100%maturity ofin theNovember principal amount plus accrued and unpaid interest.2025.

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.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, wethe Company may, at ourits 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, wethe Company may, at ourits 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, wethe Company may, at ourits 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.

The indentures governing the 2025 Senior Notes, the 2027 Senior Notes, the 2029 Senior Notes, and the 2030outstanding 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 December 31, 2024.2025.

On January 30, 2023, UWM,UWM amended the Loan and Security Agreement with Citibank, to permit UWM, with the prior consent of Citibank, to enter into transactions for the sale of excess servicing cash flows (as discussed below) whereby Citibank will release its security interest in that portion of the collateral.

In 2023, the Company's consolidated subsidiary, UWM, entered into a Credit Agreement with Goldman Sachs Bank USA, providing UWM with up to $500.0 million of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the "Ginnie Mae MSR facilityFacility"). The Ginnie Mae MSR facilityFacility 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 facilityFacility are based on the fair market value of the collateral. Borrowings under the Ginnie Mae MSR facilityFacility bear interest based on SOFR plus an applicable margin. The draw period for the Ginnie Mae MSR facilityFacility ends on March 20, 2026, and the facility has a maturity date of March 20, 2027. As of December 31, 2024,2025, $250.0$300.0 million was outstanding under the Ginnie Mae MSR facility.Facility. Subsequent to December 31, 2025, the uncommitted borrowing capacity of the Ginnie Mae MSR facility was increased by $300.0 million, resulting in a total of $800.0 million of uncommitted borrowing capacity.

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 December 31, 2024,2025, we were in compliance with all applicable covenants covenants under the Ginnie Mae MSR Facility.

The weighted average interest rate charged for borrowings under our MSR facilities was 8.28%6.82%, 8.28%, and 8.80% for the years ended December 31, 20242025, 2024, and December 31, 2023, respectively.

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 74% 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 December 31, 2024,2025, we had delivered $4.3$1.7 million of collateral to the counterparty under these sale and repurchase agreements.

As of December 31, 2024,2025, our finance lease liabilities were $25.1$23.5 million, $24.6$22.9 million of which relates to leases with related parties. The Company’s financing lease agreements have remaining terms ranging from approximately twothree monthsyears to eleventen years.

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 both the three and six months ended MarchJune 31,30, 2026, approximately 94%93% 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 that are 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).

Three and Six Months Ended MarchJune 31,30, 2026 and 2025 Summary

For the three months ended MarchJune 31,30, 2026, we originated $44.9$39.7 billion in loans, which wasremained anessentially increaseflat of $12.6 billion, or 38.9%, fromwith the $32.4$39.7 billion of originations during the three months ended MarchJune 31,30, 2025. We reported net incomeloss of $170.4$451.9 million for the three months ended MarchJune 31,30, 2026, which was an increasedecrease of $417.4$766.4 million, compared to net lossincome of $247.0$314.5 million for the three months ended MarchJune 31,30, 2025. Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 was $160.9$185.9 million as compared to $57.8$195.7 million for the three months ended MarchJune 31,30, 2025. Refer to the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

The total of primary loss and capitalization of MSRs increased approximately $197.6$62.5 million for the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025. This increase was primarily due to an increase in loan production volume of $12.6 billion, or 38.9%, from $32.4 billion to $44.9 billion during the three months ended March 31, 2026, as compared to the same period in 2025, as well as improved pricing.pricing and gain margin.

Loan origination fees increased by approximately $47.5$13.7 million for the three months ended MarchJune 31,30, 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. TRAC+ provides an efficient alternative to utilizing a traditional lender title policy and title company, and PA+ is a service that offers an additional level of loan processing support for our clients when needed. The provision for representations and warranties obligations decreased by $4.8$3.1 million for the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025, primarily due to a decrease in expected loss rates, partially offset by an increase in loan sales.

The increase in production volume was primarily due to higher refinance volume duringfor the threesix months ended MarchJune 31,30, 20262026, as compared to the same period in 20252025, was primarily asdue to an increase in refinance volume, partially offset by a result of the generally lower market interest rate environment for originations, as well as investments we have madedecrease in technologypurchase and AI to increase our refinance market share.volume.

Loan servicing income was $213.4$220.5 million for the three months ended MarchJune 31,30, 2026, an increase of $22.9$41.7 million, or 12.0%,23.3%, as compared to $190.5$178.8 million for the three months ended MarchJune 31,30, 2025. The increase in loan servicing income during the three months ended MarchJune 31,30, 2026 was primarily due to an increase in the average portfolio weighted average servicing fee as a result of increased retained servicing fees on new production due to better executionexecution, andas well as an increase in the average servicing portfolio UPB.

Servicing costs increased $12.6$14.7 million for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025 primarily as a result of higher shortfall interest, due to increased refinance volume in the firstsecond quarter of 2026.2026, as well as increased foreclosure expenses and reserves for uncollectible servicing advances.

Net interest income (interest income less interest expense on funding facilities) was $63.4$68.2 million for the three months ended MarchJune 31,30, 2026, an increase of $15.7$18.8 million, or 32.8%,38.2%, as compared to $47.8$49.3 million for the three months ended MarchJune 31,30, 2025, as a result of an increase in interest income and a slight decrease in interest expense on funding facilities. The increase in interest income was primarily duea toresult of higher average balances of mortgage loans at fair value due to increased loan production volume,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 due to increased loan production.balances.

Interest expense on non-funding debt was $70.7$86.8 million for the three months ended MarchJune 31,30, 2026, an increase from $50.1$50.8 million for the three months ended MarchJune 31,30, 2025, primarily due to higher average borrowings under the MSR facilities, partially offset by lower interest rates on these facilities due to improved pricing and declines in short-term interest rates. Additionally, there was an increase in interest expense onrelated 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. Additionally, we had higher average borrowings under the MSR facilities in the first quarter of 2026, partially offset by lower interest rates on these facilities, due to declines in short-term interest rates.

The change in fair value of MSRs for the three months ended MarchJune 31,30, 2026 was a decrease of $10.3$122.7 million, as compared with a decrease of $388.6$111.4 million for the three months ended MarchJune 31,30, 2025. The decrease in fair value of MSRs for the three months ended MarchJune 31,30, 2026 was primarily attributable to a decline in fair value of approximately $226.5$168.6 million due to realization of cash flows, decay, and other (including loans paid in full, which have increased as a result of higher refinance activity as well as higher retained servicing fees) and approximately $31.7$19.1 million of net reserves and transaction costs for bulk MSR sales, partially offset by an increase in fair value of approximately $247.9$65.1 million due to changes in valuation inputs and assumptions, net, (primarily due to changes in relevant market interest rates).

The decrease in fair value for the three months ended MarchJune 31,30, 2025 of approximately $388.6$111.4 million was primarily attributable to a decreasedecline in fair value of approximately $250.8 million resulting from changes in valuation inputs and assumptions, primarily due to changes in relevant market interest rates, a decline of approximately $123.1$96.6 million due to realization of cash flows, decay, and other (including loans paid in full) and, approximately $14.7$18.0 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows.flows, partially offset by an increase in fair value of approximately $3.2 million due to changes in valuation inputs and assumptions (primarily due to changes in relevant market interest rates and related valuation assumptions).

The lossgain on other interest rate derivatives of $138.2$208.9 million for the three and six months ended MarchJune 31,30, 20262025 was due to athe lossgain on other interest ratecertain derivative financial instruments that we entered into during the firstperiod quarteras part of 2026,our overall interest rate mitigation strategy, primarily driven by changes in relevant market interest rates.

Other costs were $391.6$426.4 million for the three months ended MarchJune 31,30, 2026, an increase of $56.8$68.2 million, or 17.0%,19.0%, as compared to $334.8$358.2 million for the three months ended MarchJune 31,30, 2025. ThisGeneral increaseand wasadministrative expenses increased $29.7 million primarily due to anincreased increasesoftware in salaries, commissionslicensing and benefitssupport ofcosts, $31.8legal million, or 16.5%, primarily driven by an increase in loan production volumefees, and certaincosts incentive-basedrelated compensation,to asthe wellterminated asmerger aagreement shiftwith inTwo team member mix supporting our continued investments in AI and other technologies. These increases were partially offset by a reduction in average overall team member count.Harbors. Direct loan production costs increased $17.4$25.8 million, primarily due to costs associated with our free credit report program and higherfree loanappraisals production volume, partially offset by lower costs associated with down payment assistance programs.incentive. Marketing, travel and entertainment expenses increased $8.7$9.2 million, primarily due to increases in costs associated with broker incentives, training and development programs, and sponsorship fees. GeneralDepreciation and administrativeamortization expensesincreased decreased $9.1$2.5 million primarily due to the receipt of a termination fee related to the terminatedimpact mergerof agreementamortization withon Twovarious Harbors,leasehold as well as a decrease in provision for uncollectible receivables, partially offset by an increase in computer services, software licensing, and support.improvements.

We recorded a $7.1$21.0 million provisionbenefit for income taxes during the three months ended MarchJune 31,30, 2026, compared to a $13.8$14.9 million benefitprovision for income taxes for the three months ended MarchJune 31,30, 2025. The increasedecrease in income tax provision for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025, was primarily due to ana increasedecrease in pre-tax income ofattributable Holdingsto LLC,the combinedCompany, withand the effects of UWMC's increased ownership in Holdings LLC asdue a result ofto Exchange Transactions.

Net incomeloss

Net incomeloss was $170.4$451.9 million for the three months ended MarchJune 31,30, 2026, ana increasedecrease of $417.4$766.4 million or 169.0%,243.7%, as compared to net lossincome of $247.0$314.5 million for the three months ended MarchJune 31,30, 2025. The increasedecrease in net income was primarily the result of an increase in totalother revenuelosses (primarily hedging losses), net, of $288.1$823.4 million and a decrease of $240.1 million in other losses, net, partially offset bymillion, an increase in total expenses (including income taxes) of $110.7$72.3 millionmillion, Netpartially incomeoffset attributableby toan UWMCincrease in total revenue of $25.3$129.3 million for the three months ended March 31, 2026 includes the net income of Holdings LLC attributable to us due to our approximate 20% ownership interest in Holdings LLC. Net loss attributable to us of $13.7 million for the three months ended March 31, 2025 includes the net loss of Holdings LLC attributable to us due to its approximate 13% ownership interest in Holdings LLC.million.

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 MarchJune 31,30, 2026, there was $1.9$0.6 million of outstanding exchanges of collateral.

The table below reflects the current line amounts of our principal warehouse facilities and the amounts advanced against those lines as of MarchJune 31,30, 2026:

1 An aggregate of $900.0 million of these line amounts is committed as of MarchJune 31,30, 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 MarchJune 31,30, 2026.

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 MarchJune 31,30, 2026, $46.8 millionno amount was outstanding under the ASAP+ program and $118.7$244.8 million was outstanding through the EF program.

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 MarchJune 31,30, 2026.

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.

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 MarchJune 31,30, 2026.

In 2022, our consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A. ("Citibank"), providingwhich currently provides UWM with up to $1.5$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 July 15, 2027. As of June 30, 2026, $1.875 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 MarchJune 31,30, 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, providingwhich currently provides UWM with up to $500.0$1.25 millionbillion 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. In March 2026, the uncommitted borrowing capacity of the Ginnie Mae MSR facility was increased to $900.0 million. Pursuant to the amendment,Currently, the draw period for the Ginnie Mae MSR Facility was extendedextends to March 20, 2028, and the maturity date was extended tois March 20, 2029. As of MarchJune 31,30, 2026, $575.0$1.075 millionbillion 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 MarchJune 31,30, 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 6.20%6.14% and 7.32% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The weighted average interest rate charged for borrowings under our MSR facilities was 6.16% and 7.32% for the six months ended June 30, 2026 and June 30, 2025, respectively.

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 MarchJune 31,30, 2026. No amounts were outstanding under the Revolving Credit Facility as of MarchJune 31,30, 2026.

In 2021, UWM began selling some of the mortgage loans that it originates through UWM's private label securitization transactions. In executing these transactions, UWM sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The securitization entities are funded through the issuance of beneficial interests in the securitized assets. The beneficial interests take the form of trust certificates, some of which are sold to investors and some of which may be retained by UWM due to regulatory requirements. UWMhas 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 MarchJune 31,30, 2026, we had $86.7$83.7 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 MarchJune 31,30, 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 74%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 MarchJune 31,30, 2026, we had delivered $2.7$3.7 million of collateral to the counterparty under these sale and repurchase agreements.

As of MarchJune 31,30, 2026, our finance lease liabilities were $23.0$22.4 million, $22.4$22.0 million of which relates to leases with related parties. Our financing lease agreements have remaining terms ranging from approximately three years to ten years.

Cash flow data for the threesix months ended MarchJune 31,30, 2026 and 2025

Net cash used in operating activities was $2.2$1.9 billion for the threesix months ended MarchJune 31,30, 2026 compared to net cash provided by operating activities of $593.9$328.0 million for the same period in 2025. The increase in cash flows used in operating activities year-over-year was primarily driven by the increasedecrease in mortgage loans at fair value (funded in the normal course by borrowings on warehouse facilities) for the period ended MarchJune 31,30, 2026, as compared to the decrease in the same period in 2025, and 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 was $524.3$774.1 million for the threesix months ended MarchJune 31,30, 2026 compared to $928.4$1.6 millionbillion 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 and excess servicing cash flows.

Net cash provided by financing activities was $1.6$1.1 billion for the threesix months ended MarchJune 31,30, 2026 compared to $1.5$1.9 billion of net cash used in financing activities for the same period in 2025. The increase in cash flows from financing activities year-over-year was primarily driven by an increase in net borrowings under warehouse lines of credit for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (related to the increase in mortgage loans at fair value for the three months ended March 31, 2026 compared to a decrease for the same period in 2025), as well as an increase in net borrowings on our MSR facilities during the threesix months ended MarchJune 31,30, 2026 as compared to the decrease for the same period in 2025.2025, and lower net repayments under warehouse lines of credit for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 (related to the smaller decrease in mortgage loans at fair value for the six months ended June 30, 2026 compared to the same period in 2025).

As of MarchJune 31,30, 2026, our material cash requirements from known contractual and other obligations include 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. There have been no other material changes in the cash requirements from known contractual and other obligations since December 31, 2025.

During the firstsecond quarter of 2026, the Board declared a dividend of $0.10 per share of Class A common stock for an aggregate amount of $31.3$34.2 million. Concurrently with this declaration, the Board, in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, approved a proportional distribution of $128.7$126.2 million from Holdings LLC to SFS Corp. with respect to Class B Units of Holdings LLC. The dividend and the distributions were paid on AprilJuly 9, 2026.