UWM Holdings Corporation filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$UWMC
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 17, 2025
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Item 7.01 Regulation FD Disclosure
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference. The press release and investor presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are hereby furnished with this Current Report on Form 8-K.
Item 8.01 Other Events.
On December 17, 2025, UWM Holdings Corporation (“UWMC”) and Two Harbors Investment Corp. (“Two Harbors”) announced that they have entered into a definitive merger agreement for UWMC to acquire all of the outstanding shares of Two Harbors common stock in an all-stock transaction (the “Acquisition”). In connection with the proposed Acquisition, UWMC will acquire TWO in an all-stock transaction for $1.3 billion in equity value. Two Harbors common stockholders will exchange each share of Two Harbors common stock for 2.3328 shares of newly issued UWMC Class A common stock and cash payable in lieu of fractional shares. In addition, Two Harbors preferred stockholders will exchange each share of Two Harbors 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock for one share of newly issued UWMC Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, respectively, with the same terms. The transaction will materially increase UWMC’s public float to approximately 513 million shares, or $2.6 billion based on the price of UWMC common stock on December 16, 2025, representing a 93% increase from UWMC’s current float. Upon completion of the transaction, UWMC stockholders will own approximately 87% of the equity on a pro forma fully diluted basis, while TWO stockholders will own approximately 13%. The Board of UWMC is expected to expand to eleven directors through the addition of one additional director designated by TWO. The transaction has been unanimously approved by the Boards of Directors of both UWMC and TWO. The transaction is expected to close in the second quarter of 2026, subject to approval of TWO’s stockholders and the satisfaction of other closing conditions, including customary regulatory approvals.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | ||||||||
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 | ||||||||
| By: | /s/ Rami Hasani | |||||||
| Name: | Rami Hasani | |||||||
| Title: | Executive Vice President, Chief Financial Officer | |||||||
Date: December 17, 2025