Mat Ishbia Amends UWM Holdings Stake Filing

TL;DR

Ishbia's SFS Holding Corp. updated their UWM Holdings stake filing on 8/30. Watch for changes.

AI Summary

Mat Ishbia, through SFS Holding Corp., filed an amendment to their Schedule 13D on August 30, 2024, regarding UWM Holdings Corporation. This filing indicates a change in the beneficial ownership of the Class A Common Stock of UWM Holdings Corporation, with Mat Ishbia listed as the authorized contact. The filing is an amendment to a previous filing, suggesting ongoing activity or changes in holdings.

Why It Matters

This amendment to a Schedule 13D filing signals potential shifts in significant ownership of UWM Holdings Corporation, which could influence market perception and stock price.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant ownership changes by major shareholders, which can lead to increased stock volatility.

Key Players & Entities

• Mat Ishbia (person) — Filing person and authorized contact
• SFS Holding Corp. (company) — Filing entity
• UWM Holdings Corporation (company) — Subject company
• August 30, 2024 (date) — Date of event requiring filing

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securitie
• $610 m — re four loans with principal amounts of $610 million, $605 million, $435 million and $
• $605 m — with principal amounts of $610 million, $605 million, $435 million and $165 million wh
• $435 million — amounts of $610 million, $605 million, $435 million and $165 million which mature 2028, 202
• $165 million — million, $605 million, $435 million and $165 million which mature 2028, 2029, 2028 and 2029,

Filing Documents

• uwm-schedule13d_axamendmen.htm (SC 13D/A) — 71KB
• 0001841794-24-000012.txt ( ) — 73KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No 1 (the "Amendment") to Schedule 13D (the " Original Statement ") is being jointly filed by Mat Ishbia and SFS Holding Corp. ("SFS Corp." and together with Mat Ishbia, collectively referred to as the " Reporting Persons ") and relates to the Class A Common Stock, par value $0.0001 per share (the " Class A Stock "), of UWM Holdings Corporation, a Delaware corporation (the " Issuer "). The principal executive offices of the Issuer are located at 585 South Boulevard E, Pontiac, Michigan 48341. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement.

Identity and Background

Item 2. Identity and Background.

of the Original Statement is hereby amended by the addition of the following

Item 2 of the Original Statement is hereby amended by the addition of the following (a) Jeff Ishbia is no longer a SFS Advisor of the Trust and therefore has no power to direct the voting or disposition of the shares of SFS Corp held by the Trust. Consequently, Jeff Ishbia no longer may be deemed to have beneficial ownership of the shares of Class A Stock beneficially owned by SFS Corp. and is no longer a Reporting Person. Mat Ishbia is the sole director, Chief Executive Officer and Secretary of SFS Corp. and Jeff Ishbia is the President and Treasurer of SFS Corp. All other information previously provided with respect to Jeff Ishbia remains unchanged.

Purpose of the Transaction

Item 4. Purpose of the Transaction.

of the Original Statement is hereby amended by the addition of the following

Item 4 of the Original Statement is hereby amended by the addition of the following Pursuant to the Registration Rights Agreement previously filed, the Issuer currently has in place a registration statement on Form S-3 registering for resale by SFS up to 150,000,000 shares of Class A Stock (the "Registration Statement") issuable upon exchange of an equal number of Paired Interests (consisting of one share of Class D Stock of the Issuer and one Class B Unit in UWM Holdings, LLC ("Holdings LLC"), collectively a "Paired Interest") held by SFS Corp. On August 30, 2024, SFS Corp. exchanged 5,000,000 Paired Interests for an equal number of Class A Stock and on August 30, 2024 sold such shares of Class A Stock pursuant to the Registration Statement in a privately negotiated transaction. From time to time, based on market conditions, SFS Corp. intends to sell all or a portion of those shares of Class A Stock covered by the Registration Statement.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Paragraphs (a) – (b) of the Statement are hereby amended and restated in their entirety as follows (a) – (b) As of the date hereof, SFS Corp. directly holds an aggregate of 1,497,069,787 shares of Class D Stock which are convertible or exchangeable, along with the Class B Units in Holdings LLC, into shares of Class A Stock. Each share of Class D Stock is entitled to ten votes and each share of Class A Stock is entitled to one vote. SFS Corp. owns all of the outstanding shares of Class D Stock. Mat Ishbia by virtue of being the trust advisor of the Trust with the right to direct the voting and disposition of the securities of the Issuer held by SFS Corp., is deemed to beneficially own the 1,497,069,787 shares of Class A Stock beneficially owned directly by SFS Corp. that are issuable upon conversion or exchange of the Class D Stock. The Reporting Persons each share the power to vote or dispose of the Class A Stock and Class D Stock he or it beneficially owns. The 1,497,069,787 shares of Class A Stock beneficially owned by the Reporting Persons represent 93.7% of the outstanding shares of Class A Stock based upon 100,619,257 shares of Class A Stock outstanding as of August 30, 2024. However, due to the voting limitation contained in the Issuer's Certificate of Incorporation which provides that, in no event shall a holder of common stock of the Issuer be entitled to vote in excess of 79% of the voting power of the holders of the outstanding shares of all capital stock of the Issuer then voting together as a single class on such matter (the "Voting Limitation"), the Reporting Persons hold 79% of the voting power of the capital stock of the Issuer through the ownership of 100% of the Class D Stock, which has ten votes per share. Without the Voting Limitation, the Reporting Persons would hold 99.9% of the voting power of the capital stock of the Issuer. In addition, Mat Ishbia, individually, beneficially owns 171,520 s

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. SFS has entered into two separate Collateral Assignment and Pledge of LLC Interests and Collateral agreements with JPMorgan Chase Bank, N.A. (the "Collateral Agreements") with respect to an aggregate of 612,855,887 Paired Interests which are pledged as collateral for loans issued to SFS or trusts that are shareholders of SFS Corp (the "Pledged Interests"). The Pledged Interests, which are convertible into Class A Stock only upon an event of default, secure four loans with principal amounts of $610 million, $605 million, $435 million and $165 million which mature 2028, 2029, 2028 and 2029, respectively. The Collateral Agreements provide that SFS will continue to exercise all voting rights and receive all dividends with res pect to the Paired Interests unless an event of default has occurred and is continuing. However, in no event, will the bank be entitled to exercise voting or dispositive rights over the Pledged Interests that would result in the bank holding beneficial ownership greater than 9.9% of the Class A Stock of the Issuer. The Collateral Agreements are subject to customary events of default and remedies.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Exhibit 99.1 — Business Combination Agreement, dated as of September 22, 2020, by and among Gores Holdings IV, Inc., United Shore Financial Services, LLC and SFS Holding Corp. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on September 23, 2020). Exhibit 99.2 — Amended and Restated Registration Rights and Lock-Up Agreement, dated January 21, 2021, by and between UWM Holdings Corporation, Gores Sponsor IV LLC, Randall Bort, William Patton, Jeffrey Rea and SFS Holding Corp. (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on January 22, 2021). Exhibit 99.3 — Tax Receivable Agreement, dated January 21, 2021, by and among SFS Holding Corp. and UWM Holdings Corporation (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC on January 22, 2021). Exhibit 99.4 — Joint Filing Agreement among the Reporting Persons, dated February 1, 2021.