UWM Holdings Corp. Enters Material Definitive Agreement

TL;DR

UWM Holdings Corp. just signed a big deal, filing an 8-K on Dec 17, 2025.

AI Summary

On December 17, 2025, UWM Holdings Corp. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this event. The company, formerly known as Gores Holdings IV, Inc., is incorporated in Delaware and headquartered in Pontiac, Michigan.

Why It Matters

This filing indicates a significant new agreement for UWM Holdings Corp., which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that are not yet fully understood.

Key Players & Entities

• UWM Holdings Corp. (company) — Registrant
• December 17, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Pontiac, Michigan (location) — Principal business address
• Gores Holdings IV, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share UWMC New York Stock Exchange
• $11.50 — A Common Stock at an exercise price of $11.50 UWMCWS New York Stock Exchange Indica
• $0.01 — of Two Harbors common stock, par value $0.01 per share (the "Two Harbors Common Stoc
• $25.35 million — bors will pay UWMC a termination fee of $25.35 million (the "Termination Fee"). Two Harbors ma

Filing Documents

• xbrl-20251217.htm (8-K) — 49KB
• ex23projectcognac-mergerag.htm (EX-2.3) — 824KB
• 0001783398-25-000065.txt ( ) — 1157KB
• xbrl-20251217.xsd (EX-101.SCH) — 2KB
• xbrl-20251217_def.xml (EX-101.DEF) — 15KB
• xbrl-20251217_lab.xml (EX-101.LAB) — 27KB
• xbrl-20251217_pre.xml (EX-101.PRE) — 16KB
• xbrl-20251217_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 17, 2025, UWM Holdings Corporation ("UWMC"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among UWMC, UWM Acquisitions 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of UWM ("Merger Sub") and Two Harbors Investment Corp., a Maryland corporation ("Two Harbors"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with the provisions of the Delaware Limited Liability Company Act and the Maryland General Corporation Law, Two Harbors will merge with and into Merger Sub (the "Merger") with Merger Sub surviving the Merger and continuing as a wholly owned subsidiary of UWMC. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Two Harbors common stock, par value $0.01 per share (the "Two Harbors Common Stock"), will be converted into the right to receive 2.3328 shares (the "Exchange Ratio") of newly issued UWMC Class A common stock, par value $0.0001 per share (the "UWMC Common Stock"), and cash payable in lieu of fractional shares (collectively, the "Common Merger Consideration"), without interest and subject to any applicable withholding taxes. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, (A) each outstanding share of Two Harbors 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, will be automatically converted into the right to receive one share of UWMC Series A Preferred Stock, par value $0.0001 per share (the "UWMC Preferred Series A Stock"); (B) each outstanding share of Two Harbors 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, will be automatically converted into the right to receive one share of UWMC Series B Preferred Stock, par value $0.00

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.3* Agreement and Plan of Merger, dated as December 17, 2025, by and among UWM Holdings Corporation., UWM Acquisitions 1, LLC, and Two Harbors Investment Corp. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. UWMC agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

SIGNATURES

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 19, 2025