UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2024
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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):
| Large accelerated filer | ☐ | x | |||||||||
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The aggregate market value of the registrant's voting stock held by non-affiliates on June 30, 2024 was $656,736,696 based on the closing price on the New York Stock Exchange on that date of $6.93. (Does not include shares issuable upon exercise of warrants).
As of February 24, 2025, the registrant had 157,975,819 shares of Class A common stock outstanding and 1,440,332,098 shares of Class D common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Explanatory Note
UWM Holdings Corporation (the “Company”) is filing this Amendment No. 1 (“Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original Form 10-K”) filed with the Securities and Exchange Commission on February 26, 2025, solely to amend Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm. On February 26, 2025, Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm, provided to the Company a manually signed consent prior to the filing of the Original Form 10-K consenting to the incorporation by reference in certain Company Registration Statements as of its reports dated February 26, 2025, included in the Original Form 10-K. The consent attached as Exhibit 23.1 to the Original Form 10-K inadvertently omitted the conformed electronic signature of Deloitte. The Company is amending the Original Form 10-K to include the executed copy of the consent including the conformed electronic signature of Deloitte, which is attached to this Form 10-K/A as Exhibit 23.1. There are no other changes to the Original Form 10-K or the consent.
This Form 10-K/A speaks as of the original filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-K.
Item 15. Exhibits and Financial Statement Schedules
| Exhibit Number | Description | |||||||
| 2.1* | ||||||||
| 2.2 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
| 4.10 | ||||||||
4.11 | ||||||||
4.12 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
10.3† | ||||||||
10.4* | ||||||||
10.4.1 | ||||||||
10.4.2 | ||||||||
10.4.3 | ||||||||
10.4.4 | ||||||||
10.5 | ||||||||
10.6* | ||||||||
10.7*# | ||||||||
10.7.1 | ||||||||
10.8*# | ||||||||
10.9*# | ||||||||
10.9.1* | ||||||||
10.9.2* | ||||||||
10.9.3* | ||||||||
10.9.4* | ||||||||
10.9.5 | ||||||||
10.9.6# | ||||||||
10.9.7# | ||||||||
10.9.8# | ||||||||
10.9.9 | ||||||||
10.9.10 | ||||||||
10.9.11# | ||||||||
10.9.12# | ||||||||
10.10* | ||||||||
10.10.1 | ||||||||
10.11*# | ||||||||
10.12 | ||||||||
10.13*# | ||||||||
10.14 | ||||||||
10.15† | ||||||||
10.16# | ||||||||
10.17# | ||||||||
10.18.1# | ||||||||
10.18.2 | ||||||||
10.19*# | ||||||||
10.19.1*# | ||||||||
10.20*# | ||||||||
| 10.20.1*#^ | ||||||||
10.21 | ||||||||
| 10.22†^ | ||||||||
| 19^ | ||||||||
| 21 | ||||||||
| 23.1% | ||||||||
31.1% | ||||||||
31.2% | ||||||||
| 32.1^ | ||||||||
| 32.2^ | ||||||||
| 97^ | ||||||||
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. | |||||||
| * | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) or Item 601(b)(2). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. | |||||||
| † | Indicates a management contract or compensatory plan, contract or arrangement. | |||||||
| # | Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material. | |||||||
| ^ | Previously filed or furnished with the Original Form 10-K | |||||||
SIGNATURES
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: February 27, 2025 | By: | /s/ Mathew Ishbia | |||||||||||||||
| Mathew Ishbia | |||||||||||||||||
| Chairman, President and Chief Executive Officer | |||||||||||||||||