Core Viewpoint - UWM Holdings Corporation has successfully priced its offering of $1.0 billion in senior notes, indicating strong market demand and confidence in the company's financial stability [1] Group 1: Offering Details - The offering consists of 6.250% senior notes due in 2031, with an aggregate principal amount increased from the previously announced $600 million to $1.0 billion [1] - The notes will be guaranteed on a senior unsecured basis by UWM Holdings' wholly-owned subsidiary, United W [1]

Core Insights - UWM Holdings Corporation (NYSE: UWMC) has been under analysis for two years, with a focus on its stock performance and investment potential [1] - The current share price is averaged down to $4.58, indicating a strategic approach to investment through dollar-cost averaging [1] - The investment strategy includes diversifying into stocks, real estate, and private businesses to create a sustainable income stream [1] Company Analysis - The company is part of a portfolio that emphasizes high conviction in dividend-paying stocks and ETFs, selected based on risk-adjusted performance and sustainability [1] - The analyst holds a beneficial long position in UWMC shares, indicating confidence in the company's future performance [2] Investment Strategy - The investment approach focuses on deleveraging emergency funds by reallocating into various asset classes, highlighting a proactive financial management strategy [1] - The emphasis on risk-adjusted performance and diversification suggests a cautious yet optimistic outlook on market conditions [1]

[PART I - FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and management's analysis of financial condition [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in equity, and cash flows, along with comprehensive notes detailing the company's accounting policies, financial instruments, debt, equity, and other significant financial disclosures for the periods ended June 30, 2025 and December 31, 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Details the company's financial position, including assets, liabilities, and equity, at specific reporting dates Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | **Assets** | | | | Cash and cash equivalents | $489,984 | $507,339 | | Mortgage loans at fair value | $8,040,310 | $9,516,537 | | Mortgage servicing rights | $3,445,195 | $3,969,881 | | Total assets | $13,886,889 | $15,671,116 | | **Liabilities** | | | | Warehouse lines of credit | $7,254,526 | $8,697,744 | | Senior notes | $2,787,797 | $2,785,326 | | Total liabilities | $12,138,907 | $13,617,268 | | **Equity** | | | | Total equity | $1,747,982 | $2,053,848 | | Total liabilities and equity | $13,886,889 | $15,671,116 | - Total assets decreased by approximately **$1.78 billion** from December 31, 2024, to June 30, 2025, primarily driven by a decrease in mortgage loans at fair value and mortgage servicing rights[9](index=9&type=chunk) - Total liabilities decreased by approximately **$1.48 billion**, mainly due to a reduction in warehouse lines of credit[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Presents the company's revenues, expenses, and net income for the specified interim periods Condensed Consolidated Statements of Operations (in thousands, unaudited) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenue | $758,700 | $622,413 | $1,372,070 | $1,207,932 | | Other gains (losses), net | $97,483 | $(115,319) | $(291,102) | $(130,882) | | Total expenses | $526,765 | $430,022 | $1,012,366 | $815,714 | | Net income | $314,479 | $76,286 | $67,451 | $256,817 | | Net income attributable to UWMC | $22,909 | $3,050 | $9,230 | $11,780 | | Basic EPS | $0.11 | $0.03 | $0.05 | $0.12 | | Diluted EPS | $0.11 | $0.03 | $0.03 | $0.12 | - Net income for the three months ended June 30, 2025, increased significantly to **$314.5 million** from **$76.3 million** in the prior year, primarily driven by higher total revenue and a positive shift in other gains (losses)[11](index=11&type=chunk) - For the six months ended June 30, 2025, net income decreased to **$67.5 million** from **$256.8 million** in the prior year, largely due to increased other losses and total expenses, despite higher total revenue[11](index=11&type=chunk) [Condensed Consolidated Statements of Changes in Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Outlines changes in the company's equity components, including stock and retained earnings, over time Key Changes in Equity (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | Total Equity (End of Period) | $1,747,982 | $2,053,848 | | Class A Common Stock Shares (Outstanding) | 205,979,563 | 157,940,987 | | Class D Common Stock Shares (Outstanding) | 1,393,282,620 | 1,440,332,098 | | Additional Paid-in Capital | $5,688 | $3,523 | | Retained Earnings | $170,320 | $157,837 | | Non-controlling Interest | $1,571,814 | $1,892,328 | - Total equity decreased from **$2.05 billion** at December 31, 2024, to **$1.75 billion** at June 30, 2025, primarily due to net loss, Class A common stock dividends, and member distributions to SFS Corp., partially offset by stock-based compensation and re-measurement of non-controlling interest[14](index=14&type=chunk) - The number of Class A common stock shares outstanding significantly increased from **157.9 million** to **206.0 million**, while Class D common stock shares decreased, reflecting exchange transactions and RSU vesting[14](index=14&type=chunk)[80](index=80&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (in thousands, unaudited) | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Net cash provided by (used in) operating activities | $328,022 | $(3,519,919) | | Net cash provided by investing activities | $1,556,333 | $2,343,887 | | Net cash (used in) provided by financing activities | $(1,901,710) | $1,358,717 | | Net (decrease) increase in cash and cash equivalents | $(17,355) | $182,685 | | Cash and cash equivalents, end of period | $489,984 | $680,153 | - Operating activities generated **$328.0 million** in cash for the six months ended June 30, 2025, a significant improvement from a **$3.5 billion** cash outflow in the same period of 2024, primarily due to a decrease in mortgage loans at fair value[16](index=16&type=chunk)[202](index=202&type=chunk) - Investing activities provided **$1.56 billion** in cash, down from **$2.34 billion** in the prior year, mainly due to decreased net proceeds from MSR sales[16](index=16&type=chunk)[203](index=203&type=chunk) - Financing activities used **$1.90 billion** in cash, a reversal from **$1.36 billion** provided in the prior year, driven by net repayments under warehouse lines of credit[16](index=16&type=chunk)[204](index=204&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed disclosures on accounting policies, financial instruments, and other significant financial data [NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=7&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION,%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Describes the company's structure, financial statement preparation, and key accounting principles - UWM Holdings Corporation operates as an 'Up-C' structure, with United Wholesale Mortgage, LLC (UWM) as its operating subsidiary. The Company's capital structure includes Class A, B, C, and D common stock, with Class A and B having economic interest and Class C and D having voting rights[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - The financial statements are unaudited and prepared in accordance with U.S. GAAP for interim financial information, with results not necessarily indicative of a full fiscal year[23](index=23&type=chunk) - The Company operates in a single segment focused on residential mortgage loan origination, sale, and servicing in the wholesale channel[25](index=25&type=chunk) - The Company accounts for a Tax Receivable Agreement (TRA) with SFS Corp., obligating payments of **85%** of realized tax savings from certain tax basis increases, with changes recorded as adjustments to equity for Exchange Transactions[29](index=29&type=chunk)[30](index=30&type=chunk) - Public and Private Warrants are classified as derivative liabilities at fair value, with changes recognized in the consolidated statement of operations[33](index=33&type=chunk) - Stock-based compensation expense is recognized straight-line over the service period, with forfeitures recognized as they occur[35](index=35&type=chunk) [NOTE 2 – MORTGAGE LOANS AT FAIR VALUE](index=9&type=section&id=NOTE%202%20%E2%80%93%20MORTGAGE%20LOANS%20AT%20FAIR%20VALUE) Details the valuation and changes in mortgage loans measured at fair value - The Company elected the fair value option for mortgage loans to reflect economic consequences of origination and hedging activities[39](index=39&type=chunk) Mortgage Loans at Fair Value (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------- | :-------------- | :---------------- | | Mortgage loans, UPB | $7,868,480 | $9,450,137 | | Premiums paid on mortgage loans | $92,624 | $88,202 | | Fair value adjustment | $79,206 | $(21,802) | | Mortgage loans at fair value | $8,040,310 | $9,516,537 | - Mortgage loans at fair value decreased by approximately **$1.48 billion** from December 31, 2024, to June 30, 2025[40](index=40&type=chunk) [NOTE 3 – DERIVATIVES](index=9&type=section&id=NOTE%203%20%E2%80%93%20DERIVATIVES) Explains the company's use of derivative instruments for risk management and their fair values - The Company uses Interest Rate Lock Commitments (IRLCs) and Forward Loan Sale Commitments (FLSCs) to manage interest rate risk, with a blended average pullthrough rate of **77%** as of June 30, 2025[41](index=41&type=chunk) Derivative Financial Instruments (in thousands) | Derivative Type | June 30, 2025 Fair Value (Assets) | June 30, 2025 Fair Value (Liabilities) | June 30, 2025 Notional Amount | December 31, 2024 Fair Value (Assets) | December 31, 2024 Fair Value (Liabilities) | December 31, 2024 Notional Amount | | :---------------- | :-------------------------------- | :----------------------------------- | :------------------------------ | :-------------------------------- | :----------------------------------- | :------------------------------ | | IRLCs | $54,747 | $1,562 | $9,568,158 | $6,729 | $33,685 | $7,669,392 | | FLSCs | $4,609 | $75,121 | $14,038,250 | $93,235 | $2,280 | $14,842,453 | | Total | $59,356 | $76,683 | | $99,964 | $35,965 | | - Derivative assets decreased from **$99.96 million** to **$59.36 million**, while derivative liabilities increased from **$35.97 million** to **$76.68 million** from December 31, 2024, to June 30, 2025[43](index=43&type=chunk) [NOTE 4 – ACCOUNTS RECEIVABLE, NET](index=10&type=section&id=NOTE%204%20%E2%80%93%20ACCOUNTS%20RECEIVABLE,%20NET) Provides a breakdown and changes in various components of net accounts receivable Accounts Receivable, Net (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | Servicing fees | $159,678 | $159,282 | | Servicing advances | $121,633 | $148,953 | | Receivables from sales of servicing | $114,002 | $32,582 | | Margin deposits | $290,923 | $25,520 | | Total accounts receivable, net | $719,369 | $417,955 | - Total accounts receivable, net, increased by approximately **$301.4 million** from December 31, 2024, to June 30, 2025, primarily due to significant increases in margin deposits and receivables from sales of servicing[44](index=44&type=chunk) [NOTE 5 – MORTGAGE SERVICING RIGHTS](index=10&type=section&id=NOTE%205%20%E2%80%93%20MORTGAGE%20SERVICING%20RIGHTS) Details the valuation methodology and changes in the fair value of mortgage servicing rights - MSRs are measured at fair value using a valuation model incorporating estimates like prepayment speeds, discount rates, and servicing costs[45](index=45&type=chunk) Changes in MSR Assets (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Fair value, beginning of period | $3,321,457 | $3,191,803 | $3,969,881 | $4,026,136 | | Capitalization of MSRs | $901,271 | $682,671 | $1,636,842 | $1,218,622 | | MSR and excess servicing sales | $(684,105) | $(1,097,932) | $(1,694,230) | $(2,481,031) | | Changes in fair value (valuation inputs/assumptions) | $3,154 | $(38,222) | $(247,667) | $102,837 | | Changes in fair value (collection/realization) | $(96,582) | $(88,230) | $(219,631) | $(216,474) | | Fair value, end of period | $3,445,195 | $2,650,090 | $3,445,195 | $2,650,090 | - The fair value of MSRs decreased by **$500.0 million** for the six months ended June 30, 2025, primarily due to changes in valuation inputs and assumptions (**$247.7 million** decrease) and collection/realization of cash flows (**$219.6 million** decrease)[47](index=47&type=chunk)[151](index=151&type=chunk) MSR Key Unobservable Inputs | Input | June 30, 2025 Range | June 30, 2025 Weighted Average | December 31, 2024 Range | December 31, 2024 Weighted Average | | :-------------------- | :------------------ | :----------------------------- | :-------------------- | :----------------------------- | | Discount rates | 7.9% — 16.0% | 10.2% | 9.3% — 16.0% | 10.9% | | Annual prepayment speeds | 4.7% — 20.3% | 9.0% | 4.6% — 20.9% | 8.3% | | Cost of servicing | $75 — $137 | $87 | $74 — $124 | $85 | [NOTE 6 – WAREHOUSE AND OTHER SECURED LINES OF CREDIT](index=13&type=section&id=NOTE%206%20%E2%80%93%20WAREHOUSE%20AND%20OTHER%20SECURED%20LINES%20OF%20CREDIT) Outlines the company's secured financing facilities, including outstanding balances and compliance Warehouse Lines of Credit (in thousands) | Facility Type | June 30, 2025 Advanced | December 31, 2024 Advanced | | :--------------------------- | :--------------------- | :----------------------- | | Master Repurchase Agreements | $6,998,603 | $8,394,830 | | Early Funding (EF) | $255,868 | $279,515 | | Total Warehouse Lines of Credit | $7,254,526 | $8,697,744 | - Total outstanding under warehouse lines of credit decreased by approximately **$1.44 billion** from December 31, 2024, to June 30, 2025[50](index=50&type=chunk) - The Company maintains a Conventional MSR Facility of up to **$1.5 billion** (combined with warehouse facility to **$2.0 billion**) and a Ginnie Mae MSR Facility of up to **$500.0 million**, with **$325.0 million** and **$100.0 million** outstanding, respectively, as of June 30, 2025[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - The Company was in compliance with all covenants for its warehouse and MSR facilities as of June 30, 2025[52](index=52&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) [NOTE 7 – OTHER BORROWINGS](index=14&type=section&id=NOTE%207%20%E2%80%93%20OTHER%20BORROWINGS) Details the company's senior unsecured notes and revolving credit facility Senior Notes Outstanding (in thousands) | Senior Note Type | Maturity Date | Interest Rate | June 30, 2025 Carrying Amount | December 31, 2024 Carrying Amount | | :--------------------------- | :------------ | :------------ | :------------------------------ | :-------------------------------- | | 2025 Senior notes | 11/15/2025 | 5.500% | $799,179 | $798,084 | | 2027 Senior notes | 06/15/2027 | 5.750% | $498,303 | $497,870 | | 2029 Senior notes | 04/15/2029 | 5.500% | $696,683 | $696,245 | | 2030 Senior notes | 02/01/2030 | 6.625% | $793,632 | $793,127 | | Total senior notes | | | $2,787,797 | $2,785,326 | | Weighted average interest rate | | 5.87% | | 5.87% | - The Company has **$2.79 billion** in senior unsecured notes outstanding across four series, with maturities ranging from 2025 to 2030 and a weighted average interest rate of **5.87%**[57](index=57&type=chunk) - The Company maintains a **$500.0 million** unsecured Revolving Credit Facility with SFS Corp. as the lender, with no amounts outstanding as of June 30, 2025[65](index=65&type=chunk)[66](index=66&type=chunk) [NOTE 8 – COMMITMENTS AND CONTINGENCIES](index=16&type=section&id=NOTE%208%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) Describes the company's off-balance sheet commitments, legal proceedings, and potential liabilities Representations and Warranties Reserve Activity (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Balance, beginning of period | $93,401 | $68,222 | $87,647 | $62,865 | | Additions | $9,800 | $13,393 | $20,176 | $23,856 | | Loss realized, net of adjustments | $(4,260) | $(11,072) | $(8,882) | $(16,178) | | Balance, end of period | $98,941 | $70,543 | $98,941 | $70,543 | - The representations and warranties reserve increased to **$98.9 million** as of June 30, 2025, from **$87.6 million** at the beginning of the six-month period[68](index=68&type=chunk) - Commitments to originate loans totaled approximately **$17.4 billion** as of June 30, 2025, representing off-balance sheet credit risk[69](index=69&type=chunk) - The Company is routinely involved in legal and regulatory matters but does not believe any current matters will have a material adverse effect on its financial position[70](index=70&type=chunk) [NOTE 9 - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER](index=17&type=section&id=NOTE%209%20-%20ACCOUNTS%20PAYABLE,%20ACCRUED%20EXPENSES%20AND%20OTHER) Provides a breakdown of various current liabilities, including TRA liability and reserves Accounts Payable, Accrued Expenses and Other (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | TRA liability | $132,364 | $78,519 | | Servicing fees payable | $113,713 | $95,621 | | Representations and warranties reserve | $98,941 | $87,647 | | Accrued compensation and benefits | $97,494 | $90,964 | | Margin call payable | $935 | $66,551 | | Public and Private Warrants | $749 | $2,743 | | Total accounts payable, accrued expenses and other | $661,496 | $580,736 | - Total accounts payable, accrued expenses and other increased by **$80.76 million** from December 31, 2024, to June 30, 2025, primarily due to a significant increase in TRA liability and derivative settlements payable, partially offset by a decrease in margin call payable[71](index=71&type=chunk) [NOTE 10 – VARIABLE INTEREST ENTITIES](index=17&type=section&id=NOTE%2010%20%E2%80%93%20VARIABLE%20INTEREST%20ENTITIES) Explains the company's involvement with and consolidation of variable interest entities - The Company consolidates Holdings LLC as its primary beneficiary under the variable interest entity (VIE) model, with no recourse to the Company's general credit[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk) - The Company sells mortgage loans through private label securitization trusts, retaining a **5%** vertical interest to comply with risk retention requirements, which are measured at fair value as 'Investment securities at fair value, pledged'[76](index=76&type=chunk) - The Company is not the primary beneficiary of these securitization trusts and does not consolidate them, with maximum exposure to loss limited to the retained beneficial interests[77](index=77&type=chunk)[78](index=78&type=chunk) [NOTE 11 – NON-CONTROLLING INTEREST](index=18&type=section&id=NOTE%2011%20%E2%80%93%20NON-CONTROLLING%20INTEREST) Details the ownership structure and changes in non-controlling interest in Holdings LLC Holdings LLC Ownership (Common Units) | Entity | June 30, 2025 Ownership Percentage | December 31, 2024 Ownership Percentage | | :--------------------------- | :----------------------------------- | :----------------------------------- | | UWM Holdings Corporation | 12.88% | 9.88% | | SFS Corp. | 87.12% | 90.12% | | Total | 100.00% | 100.00% | - The non-controlling interest represents SFS Corp.'s economic interest in Holdings LLC, which decreased from **90.12%** to **87.12%** due to Exchange Transactions where SFS Corp. exchanged Paired Interests for Class A common stock[79](index=79&type=chunk)[80](index=80&type=chunk) [NOTE 12 – REGULATORY NET WORTH REQUIREMENTS](index=18&type=section&id=NOTE%2012%20%E2%80%93%20REGULATORY%20NET%20WORTH%20REQUIREMENTS) Outlines the company's compliance with minimum net worth, liquidity, and capital ratio regulations - UWM is subject to minimum net worth, liquidity, and capital ratio requirements by secondary market agencies and state regulators[81](index=81&type=chunk) - As of June 30, 2025, UWM was in compliance with the most restrictive requirements, including a minimum net worth of **$660.0 million**, minimum liquidity of **$301.0 million**, and minimum capital and risk-based capital ratios of **6%**[82](index=82&type=chunk) [NOTE 13 – FAIR VALUE MEASUREMENTS](index=18&type=section&id=NOTE%2013%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) Explains the fair value hierarchy and measurement of financial instruments using observable and unobservable inputs - Fair value measurements are classified into a three-level hierarchy (Level 1, 2, 3) based on the observability of inputs[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) - Mortgage loans at fair value, FLSCs, and investment securities at fair value are primarily Level 2, while IRLCs and MSRs are classified as Level 3 due to significant unobservable inputs like pullthrough rates and prepayment speeds[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[94](index=94&type=chunk) Financial Instruments Measured at Fair Value (June 30, 2025, in thousands) | Description | Level 1 | Level 2 | Level 3 | Total | | :----------------------------------- | :------ | :-------- | :-------- | :---------- | | **Assets:** | | | | | | Mortgage loans at fair value | — | $8,040,310 | — | $8,040,310 | | IRLCs | — | — | $54,747 | $54,747 | | FLSCs | — | $4,609 | — | $4,609 | | Investment securities at fair value, pledged | — | $101,627 | — | $101,627 | | Mortgage servicing rights | — | — | $3,445,195 | $3,445,195 | | Total assets | — | $8,146,546 | $3,499,942 | $11,646,488 | | **Liabilities:** | | | | | | IRLCs | — | — | $1,562 | $1,562 | | FLSCs | — | $75,121 | — | $75,121 | | Public and Private Warrants | $744 | $5 | — | $749 | | Total liabilities | $744 | $75,126 | $1,562 | $77,432 | [NOTE 14 – RELATED PARTY TRANSACTIONS](index=21&type=section&id=NOTE%2014%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) Details transactions with related parties, including rent, legal fees, and other expenses Related Party Net Payments (in thousands) | Expense Type | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Rent and other occupancy related fees, net | $4,985 | $4,524 | $9,874 | $9,421 | | Legal fees | $150 | $150 | $300 | $300 | | Other expenses | $1,183 | $19 | $1,262 | $141 | | Total related party net payments | $6,318 | $4,693 | $11,436 | $9,862 | - Total related party net payments increased by **$1.63 million** for the three months ended June 30, 2025, and by **$1.57 million** for the six months ended June 30, 2025, compared to the same periods in 2024[99](index=99&type=chunk) - Related party transactions include leases for corporate campus, legal services from a director's firm, aircraft leases from the CEO's entities, employee lease agreements, and a UWM branded sponsorship agreement[101](index=101&type=chunk) [NOTE 15 – INCOME TAXES](index=22&type=section&id=NOTE%2015%20%E2%80%93%20INCOME%20TAXES) Discusses effective tax rates and the impact of Exchange Transactions on deferred tax assets and liabilities Effective Tax Rates | Period | Effective Tax Rate | | :--------------------------- | :----------------- | | 3 Months Ended June 30, 2025 | 4.53% | | 3 Months Ended June 30, 2024 | 1.02% | | 6 Months Ended June 30, 2025 | 1.68% | | 6 Months Ended June 30, 2024 | 1.73% | - The effective tax rate for the three months ended June 30, 2025, increased to **4.53%** from **1.02%** in the prior year, primarily due to increased pre-tax income attributable to the Company and increased ownership in Holdings LLC from Exchange Transactions[102](index=102&type=chunk)[103](index=103&type=chunk)[158](index=158&type=chunk) - Exchange Transactions for the six months ended June 30, 2025, resulted in a **$36.4 million** net increase in deferred tax assets and a **$50.9 million** increase in TRA liability, recorded as adjustments to equity[104](index=104&type=chunk) [NOTE 16 – STOCK-BASED COMPENSATION](index=22&type=section&id=NOTE%2016%20%E2%80%93%20STOCK-BASED%20COMPENSATION) Reports on stock-based compensation expense and unvested awards, including RSU activity RSU Activity (Shares) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Unvested - beginning of period | 21,349,692 | 7,500,941 | 19,997,692 | 7,867,321 | | Granted | 6,668,086 | 1,251,997 | 8,813,662 | 2,450,342 | | Vested | (702,621) | (642,171) | (1,047,578) | (2,068,761) | | Forfeited | (596,135) | (227,236) | (1,044,754) | (365,371) | | Unvested - end of period | 26,719,022 | 7,883,531 | 26,719,022 | 7,883,531 | - Stock-based compensation expense was **$11.6 million** for the three months and **$19.9 million** for the six months ended June 30, 2025, significantly higher than the prior year periods[105](index=105&type=chunk)[106](index=106&type=chunk) - As of June 30, 2025, **$128.7 million** of unrecognized compensation expense related to unvested awards is expected to be recognized over a weighted average period of **3.3 years**[106](index=106&type=chunk) [NOTE 17 – EARNINGS PER SHARE](index=23&type=section&id=NOTE%2017%20%E2%80%93%20EARNINGS%20PER%20SHARE) Explains the calculation of basic and diluted earnings per share using the two-class method - The Company applies the two-class method for EPS calculation, allocating undistributed earnings equally per share between Class A and Class B common stock[107](index=107&type=chunk) Earnings Per Share of Class A Common Stock | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income attributable to UWMC | $22,909 | $3,050 | $9,230 | $11,780 | | Basic EPS | $0.11 | $0.03 | $0.05 | $0.12 | | Diluted EPS | $0.11 | $0.03 | $0.03 | $0.12 | | Weighted average shares outstanding (Basic) | 202,133,122 | 95,387,609 | 183,221,635 | 94,876,800 | | Weighted average shares outstanding (Diluted) | 202,133,122 | 95,387,609 | 1,598,706,211 | 94,876,800 | - Diluted EPS for the six months ended June 30, 2025, was significantly impacted by the assumption of Class D common stock exchange for Class B and conversion to Class A common stock, making it dilutive[109](index=109&type=chunk) [NOTE 18 – SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%2018%20%E2%80%93%20SUBSEQUENT%20EVENTS) Reports significant events occurring after the reporting period, such as dividends and stock exchanges - Subsequent to June 30, 2025, the Board declared a cash dividend of **$0.10** per share on Class A common stock, payable October 9, 2025, along with a proportional distribution to SFS Corp[111](index=111&type=chunk) - The Company acquired **12,600,000** Class A common units in Holdings LLC from SFS Corp. via Exchange Transactions, which were immediately converted into Class A common stock, as part of SFS Corp.'s 10b5-1 plan[112](index=112&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, condition, and operational results for the three and six months ended June 30, 2025 and 2024, including a business overview, detailed analysis of revenue and expense components, non-GAAP financial measures, liquidity, and capital resources [Business Overview](index=25&type=section&id=Business%20Overview) Provides an overview of the company's operations as a residential mortgage lender in the wholesale channel - UWM Holdings Corporation is the largest overall residential mortgage lender in the U.S. by closed loan volume, operating exclusively through the wholesale channel[114](index=114&type=chunk) - The company originates primarily conforming and government loans, with **91-92%** sold to Fannie Mae, Freddie Mac, or Ginnie Mae pools, and the remainder including non-agency jumbo loans and non-qualified mortgage products[115](index=115&type=chunk) - Revenue is derived from loan origination, sale, and servicing, with MSRs typically retained but opportunistically sold based on market conditions[116](index=116&type=chunk) [New Accounting Pronouncements](index=25&type=section&id=New%20Accounting%20Pronouncements) Refers to Note 1 for details on recently issued accounting pronouncements and their expected impact - The company refers to Note 1 for details on recently issued accounting pronouncements and their expected impact[118](index=118&type=chunk) [Components of Revenue](index=26&type=section&id=Components%20of%20Revenue) Identifies the primary sources of revenue, including loan production, servicing, and interest income - Revenue is generated from three main components: loan production income (origination and sale), loan servicing income (contractual fees and ancillary revenue), and interest income (on mortgage loans at fair value)[119](index=119&type=chunk)[120](index=120&type=chunk) [Components of Operating Expenses](index=26&type=section&id=Components%20of%20Operating%20Expenses) Lists the various categories of operating expenses incurred by the company - Operating expenses include salaries, commissions and benefits, direct loan production costs, marketing, travel and entertainment, depreciation and amortization, servicing costs, general and administrative, interest expense, and other expense (income)[121](index=121&type=chunk) [Three and Six Months Ended June 30, 2025 and 2024 Summary](index=26&type=section&id=Three%20and%20Six%20Months%20Ended%20June%2030,%202025%20and%202024%20Summary) Summarizes key financial performance metrics for the three and six months ended June 30, 2025 and 2024 Summary Financial Performance (in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Loan Originations | $39,700 | $33,600 | $72,100 | $61,300 | | Net Income | $314.5 | $76.3 | $67.5 | $256.8 | | Adjusted EBITDA | $195.7 | $133.1 | $253.5 | $234.6 | - Loan originations increased by **18.2%** to **$39.7 billion** for the three months ended June 30, 2025, and by **17.7%** to **$72.1 billion** for the six months ended June 30, 2025, compared to the prior year periods[122](index=122&type=chunk)[124](index=124&type=chunk) - Net income for the three months ended June 30, 2025, surged by **$238.2 million**, while for the six months, it decreased by **$189.4 million**[122](index=122&type=chunk)[124](index=124&type=chunk) [Non-GAAP Financial Measures](index=27&type=section&id=Non-GAAP%20Financial%20Measures) Presents and reconciles non-GAAP financial measures like Adjusted EBITDA for operational insights - Adjusted EBITDA is presented as a non-GAAP measure to provide insights into operating performance, excluding non-indicative items like non-funding debt interest, income taxes, depreciation, stock-based compensation, and fair value changes of MSRs and derivatives[125](index=125&type=chunk)[126](index=126&type=chunk) Adjusted EBITDA Reconciliation (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income | $314,479 | $76,286 | $67,451 | $256,817 | | Interest expense on non-funding debt | $50,775 | $31,951 | $100,855 | $72,194 | | Provision for income taxes | $14,939 | $786 | $1,151 | $4,519 | | Depreciation and amortization | $12,200 | $11,404 | $23,540 | $22,744 | | Stock-based compensation expense | $11,729 | $3,937 | $20,039 | $9,813 | | Change in fair value of MSRs due to valuation inputs or assumptions | $(3,154) | $38,222 | $247,667 | $(102,837) | | Gain on other interest rate derivatives | $(208,904) | $(27,166) | $(208,904) | $(27,166) | | Adjusted EBITDA | $195,683 | $133,146 | $253,485 | $234,636 | [Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024](index=28&type=section&id=Results%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) Analyzes the company's financial performance for the three and six months ended June 30, 2025 and 2024 [Loan production income](index=30&type=section&id=Loan%20production%20income) Examines the components and drivers of income generated from loan originations and sales Loan Origination Volume by Type (in thousands) | Loan Type | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total purchase | $27,299,401 | $27,172,651 | $49,046,438 | $49,294,080 | | Total refinance | $12,445,113 | $6,456,342 | $23,049,852 | $11,965,448 | | Total loan origination volume | $39,744,514 | $33,628,993 | $72,096,290 | $61,259,528 | | Percentage of loans sold to GSEs/GNMA | 92% | 89% | 91% | 88% | | Servicing-retained | 94% | 92% | 93% | 91% | - Total loan origination volume increased by **18.2%** for the three months and **17.7%** for the six months ended June 30, 2025, primarily driven by higher refinance volume due to a generally lower market interest rate environment[132](index=132&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk) Components of Loan Production Income (in thousands) | Component | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Primary loss | $(585,383) | $(423,728) | $(161,655) | 38.2% | | Loan origination fees | $141,795 | $111,560 | $30,235 | 27.1% | | Provision for representation and warranty obligations | $(9,801) | $(13,394) | $3,593 | (26.8)% | | Capitalization of MSRs | $901,271 | $682,671 | $218,600 | 32.0% | | Loan production income | $447,882 | $357,109 | $90,773 | 25.4% | | Gain margin | 1.13% | 1.06% | 0.07% | | - Loan production income increased by **25.4%** for the three months and **14.7%** for the six months ended June 30, 2025, primarily due to increased loan production volume and higher MSR capitalization[133](index=133&type=chunk)[135](index=135&type=chunk)[137](index=137&type=chunk) [Loan servicing income and servicing costs](index=33&type=section&id=Loan%20servicing%20income%20and%20servicing%20costs) Analyzes revenue and expenses associated with servicing the company's mortgage loan portfolio Loan Servicing Income and Costs (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | | :--------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Loan servicing income | $178,813 | $143,910 | $34,903 | 24.3% | | Servicing costs | $35,083 | $25,787 | $9,296 | 36.0% | | Average UPB of loans serviced | $204,422,940 | $217,681,122 | | | | Weighted average servicing fee as of period end | 0.35% | 0.29% | | | - Loan servicing income increased by **24.3%** for the three months and **12.4%** for the six months ended June 30, 2025, driven by an increase in the portfolio weighted average servicing fee due to better execution on new production[140](index=140&type=chunk)[142](index=142&type=chunk) - Servicing costs increased by **36.0%** for the three months and **16.8%** for the six months ended June 30, 2025, primarily due to shortfall interest and costs associated with the upcoming transition to in-house servicing[141](index=141&type=chunk)[143](index=143&type=chunk) Servicing Portfolio Metrics | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------- | :-------------- | :---------------- | | UPB of loans serviced | $211,237,964 | $242,405,767 | | Number of loans serviced | 583,958 | 729,781 | | MSR portfolio delinquency count (60+ days) as % of total | 1.49% | 1.37% | | Weighted average service fee | 0.35% | 0.33% | [Interest income and Interest expense](index=34&type=section&id=Interest%20income%20and%20Interest%20expense) Details the company's interest income and expense on funding facilities and debt Interest Income and Expense (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Interest income | $132,005 | $121,394 | $250,107 | $223,257 | | Interest expense on funding facilities | $82,692 | $76,700 | $153,022 | $135,125 | | Net interest income | $49,313 | $44,694 | $97,085 | $88,132 | | Interest expense on non-funding debt | $50,775 | $31,951 | $100,855 | $72,194 | | Total interest expense | $133,467 | $108,651 | $253,877 | $207,319 | - Net interest income increased by **10%** for both the three and six months ended June 30, 2025, driven by higher interest income from increased mortgage loan balances, partially offset by higher interest expense on funding facilities[145](index=145&type=chunk)[147](index=147&type=chunk) - Interest expense on non-funding debt increased significantly due to interest on the 2030 Senior Notes issued in December 2024 and higher average balances on MSR facilities[146](index=146&type=chunk)[148](index=148&type=chunk) [Other gains (losses)](index=34&type=section&id=Other%20gains%20(losses)) Reports on fair value changes in MSRs and gains or losses from other interest rate derivatives - The change in fair value of MSRs resulted in a decrease of **$111.4 million** for the three months and **$500.0 million** for the six months ended June 30, 2025, primarily due to changes in valuation inputs and realization of cash flows[149](index=149&type=chunk)[151](index=151&type=chunk) - A gain on other interest rate derivatives of **$208.9 million** was recognized for both the three and six months ended June 30, 2025, from interest rate swap futures used to protect interest rate risk[153](index=153&type=chunk) [Other costs](index=35&type=section&id=Other%20costs) Breaks down various operating costs, including salaries, direct loan production, and general administrative Other Costs (in thousands) | Component | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Salaries, commissions and benefits | $211,461 | $160,311 | $51,150 | 31.9% | | Direct loan production costs | $46,330 | $45,485 | $845 | 1.9% | | Marketing, travel, and entertainment | $26,379 | $24,438 | $1,941 | 7.9% | | General and administrative | $59,999 | $55,051 | $4,948 | 9.0% | | Other costs (Total) | $358,215 | $295,584 | $62,631 | 21.2% | - Other costs increased by **21.2%** for the three months and **25.5%** for the six months ended June 30, 2025, primarily due to a **$51.2 million** increase in salaries, commissions, and benefits from higher team member count and production volume[155](index=155&type=chunk)[156](index=156&type=chunk) - General and administrative expenses rose due to increased computer services and software licensing, while marketing expenses increased from broker promotions and sponsorship fees[155](index=155&type=chunk)[156](index=156&type=chunk) [Income Taxes](index=35&type=section&id=Income%20Taxes) Discusses the provision for income taxes and factors influencing the effective tax rate - The provision for income taxes increased to **$14.9 million** for the three months ended June 30, 2025, from **$0.8 million** in the prior year, due to higher pre-tax income attributable to the Company and increased ownership in Holdings LLC[157](index=157&type=chunk)[158](index=158&type=chunk) - For the six months ended June 30, 2025, the provision for income taxes decreased to **$1.2 million** from **$4.5 million**, primarily due to a decrease in pre-tax income attributable to the Company, partially offset by increased ownership in Holdings LLC[159](index=159&type=chunk) [Net income](index=37&type=section&id=Net%20income) Analyzes the company's net income and its attribution to UWM Holdings Corporation - Net income for the three months ended June 30, 2025, increased by **312.2%** to **$314.5 million**, driven by higher total revenue and other gains, partially offset by increased expenses[160](index=160&type=chunk) - Net income attributable to UWM Holdings Corporation for the three months ended June 30, 2025, was **$22.9 million**, reflecting its approximate **13%** ownership interest in Holdings LLC[161](index=161&type=chunk) - Net income for the six months ended June 30, 2025, decreased by **73.7%** to **$67.5 million**, primarily due to increased other losses and total expenses, partially offset by higher total revenue[162](index=162&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's sources and uses of funds, and its ability to meet financial obligations - Primary liquidity sources include borrowings under warehouse and other financing facilities, and cash flow from operations and investing activities (loan sales, origination fees, servicing income, MSR sales)[164](index=164&type=chunk) - Primary uses of funds include loan originations, MSR retention, payment of interest and operating expenses, and dividends/distributions[164](index=164&type=chunk) - The company believes current cash and liquidity sources are sufficient for operations and loan originations for the next twelve months, including the upcoming maturity of the 2025 Senior Notes[168](index=168&type=chunk) - Warehouse facilities are the primary short-term funding for mortgage loan originations, with loans typically financed at **97-98%** of principal balance and held for less than one month[169](index=169&type=chunk) Cash Flow Data (in thousands) | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Net cash provided by (used in) operating activities | $328,022 | $(3,519,919) | | Net cash provided by investing activities | $1,556,333 | $2,343,887 | | Net cash (used in) provided by financing activities | $(1,901,710) | $1,358,717 | | Net (decrease) increase in cash and cash equivalents | $(17,355) | $182,685 | - The company's material cash requirements include interest and principal payments on Senior Notes, MSR Facilities, lease agreements, and tax distributions to SFS Corp[205](index=205&type=chunk)[206](index=206&type=chunk)[208](index=208&type=chunk) Notional Amounts of Commitments (in thousands) | Commitment Type | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | Interest rate lock commitments—fixed rate | $8,865,696 | $7,661,650 | | Interest rate lock commitments—variable rate | $702,462 | $7,742 | | Commitments to sell loans | $2,633,034 | $2,240,558 | | Forward commitments to sell mortgage-backed securities | $11,405,216 | $12,601,895 | [Critical Accounting Estimates and Use of Significant Estimates](index=44&type=section&id=Critical%20Accounting%20Estimates%20and%20Use%20of%20Significant%20Estimates) Identifies key accounting estimates and confirms no material changes from prior reports - Critical accounting estimates include mortgage loans held at fair value and revenue recognition, mortgage servicing rights, derivative financial instruments, and representations and warranties reserve[216](index=216&type=chunk) - There were no significant changes to the company's critical accounting policies, methodologies, or processes from those described in the 2024 Annual Report on Form 10-K[216](index=216&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=46&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) Highlights forward-looking statements and the inherent risks and uncertainties associated with them - The report contains forward-looking statements related to future financial performance, business strategies, loan originations, interest rate risks, hedging, tax impacts, and macroeconomic conditions[218](index=218&type=chunk)[219](index=219&type=chunk) - These statements involve estimates and assumptions subject to risks and uncertainties, including dependence on macroeconomic conditions, financing facilities, ability to sell loans, regulatory changes, and competition[218](index=218&type=chunk)[219](index=219&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to market risks, specifically interest rate risk, credit risk, and counterparty risk, and outlines the strategies employed to manage these risks, including sensitivity analysis for interest rate changes - The company is subject to interest rate risk, credit risk, and counterparty risk, which can affect operations and profitability[221](index=221&type=chunk) - Interest rate risk impacts origination volume, MSR valuations, IRLCs, mortgage loans at fair value, and net interest margin. The origination business provides a natural hedge to servicing, and the company uses forward agency or Ginnie Mae TBA securities for hedging[222](index=222&type=chunk)[223](index=223&type=chunk) Sensitivity Analysis: Estimated Change in Fair Value (June 30, 2025, in thousands) | Instrument | Down 25 bps | Up 25 bps | | :--------------------------- | :---------- | :-------- | | Mortgage loans at fair value | $33,336 | $(42,635) | | MSRs | $(213,637) | $192,683 | | IRLCs | $42,020 | $(55,830) | | Total change in assets | $(138,281) | $94,218 | | FLSCs | $(78,355) | $95,170 | | Total change in liabilities | $(78,355) | $95,170 | - Credit risk from borrower defaults is mitigated by stringent underwriting standards and strong fraud detection tools, with originated loans having a weighted average LTV of **81.97%** and FICO of **735** as of June 30, 2025[228](index=228&type=chunk) - Counterparty risk is managed by selecting financially strong counterparties, diversifying risk, limiting credit exposures, and using master netting agreements with margin requirements[229](index=229&type=chunk)[230](index=230&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, based on an evaluation by the Principal Executive Officer and Principal Financial Officer, and reports no material changes in internal control over financial reporting during the quarter - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[234](index=234&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[235](index=235&type=chunk) [PART II - OTHER INFORMATION](index=50&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides information on legal proceedings, risk factors, and other disclosures [Item 1. Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) This section provides an update on the company's legal and regulatory matters, including ongoing consumer complaints, regulatory actions, and specific legal cases, while asserting that none are expected to have a material adverse effect on its financial position - The company is routinely involved in consumer complaints, regulatory actions, and legal proceedings in its heavily regulated industry[237](index=237&type=chunk) - The Okavage Group, LLC class action complaint was dismissed without prejudice, and the appeal was affirmed by the United States Court of Appeals for the Eleventh Circuit on May 28, 2025[239](index=239&type=chunk) - In the America's Moneyline, Inc. case, the court granted UWM's motion for partial summary judgment on July 1, 2025[240](index=240&type=chunk) - New complaints include the 401k Complaint (alleging misuse of plan forfeitures) and the AMC Complaint (alleging unlawful appraisal fees), with UWM filing motions to dismiss or demurrers[241](index=241&type=chunk)[243](index=243&type=chunk) - A new Website Complaint was filed on June 26, 2025, alleging damages related to tracking technologies on UWM's website, which UWM intends to vigorously defend[244](index=244&type=chunk) [Item 1A. Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the company's risk factors since its 2024 Annual Report on Form 10-K and the quarterly period ended March 31, 2025 - No material changes to the Company's Risk Factors have occurred since the 2024 Annual Report on Form 10-K and the Form 10-Q for the quarterly period ended March 31, 2025[245](index=245&type=chunk) [Item 5. Other Information](index=51&type=section&id=Item%205.%20Other%20Information) This section reports that no officers or directors adopted or terminated Rule 10b5-1 trading arrangements during the three months ended June 30, 2025 - No officers or directors adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[246](index=246&type=chunk) [Item 6. Exhibits and Financial Statement Schedules](index=51&type=section&id=Item%206.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the exhibits filed with the Form 10-Q, including certifications, the Executive Officer Clawback Policy, and XBRL-related documents - Exhibits include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2), the UWM Holdings Corporation Executive Officer Clawback Policy (97), and various XBRL taxonomy extension documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104.0)[247](index=247&type=chunk) [SIGNATURES](index=52&type=section&id=SIGNATURES) Confirms the official signing and submission of the report by the authorized financial officer - The report was signed on behalf of UWM Holdings Corporation by Rami Hasani, Executive Vice President, Chief Financial Officer, on August 7, 2025[250](index=250&type=chunk)[251](index=251&type=chunk)

Financial Data and Key Metrics Changes - UWM reported a production volume of $39.7 billion for Q2 2025, which is nearly 20% higher than the same quarter last year and the best quarter since 2021 [14] - The net income for the quarter was $314.5 million, demonstrating strong earning power despite a $111 million decline in the fair value of mortgage servicing rights (MSRs) [16][19] - Gain on sale margin increased to 113 basis points, up 19 basis points from Q1 2025 [16] Business Line Data and Key Metrics Changes - The company originated $12.4 billion in refinance volume, doubling the amount from the previous year's second quarter, representing about 11% of the industry volume [14][15] - Purchase volume reached $27.3 billion, marking the third-best purchase quarter in UWM's history [15] Market Data and Key Metrics Changes - Broker share of all direct lending has more than doubled since 2016, now reaching approximately 30% [12] - UWM's goal is to increase broker market share to over 50% in the long term [12] Company Strategy and Development Direction - UWM is focused on investing in technology and AI to enhance scalability and operational efficiency, positioning itself to dominate the purchase market regardless of market cycles [5][12] - The company is bringing servicing in-house, expected to be completed by Q1 2026, which will enhance control over the borrower experience and drive loyalty [21][22] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the third quarter production guidance of $33 billion to $40 billion, citing current market conditions and expected improvements [23][59] - The company anticipates that as interest rates decrease, it will significantly impact business positively [11][24] Other Important Information - UWM maintains a strong liquidity position with total equity of $1.7 billion and cash of $490 million [18] - The company is evaluating the refinancing of $800 million in unsecured notes maturing in November 2025, expecting favorable outcomes based on current market conditions [18][19] Q&A Session Summary Question: Guidance and higher gain on sale margins - Management indicated that the higher margins reflect a strong understanding of market dynamics and client needs, confident in achieving the guidance range [26] Question: Costs related to in-house servicing - Management noted that some costs are currently increasing due to transitioning to a single subservicer, but savings will be realized in 2026 [28][29] Question: Speed to close loans - Management confirmed that AI investments will continue to enhance speed to close loans, maintaining competitive advantages [33][34] Question: Selling MSRs and market capacity - Management stated that the market for MSRs is robust, with new buyers actively seeking to purchase servicing rights [35][36] Question: Non-interest expense growth trajectory - Management expects non-interest expenses to moderate, viewing many as investments in scalability and technology [42][43] Question: 10b5 plan and stock price - Management acknowledged the stock price is currently low but emphasized the long-term strategy to build float for investors [45][46] Question: Broker and consumer reaction to Mia - Management reported positive feedback from brokers and consumers regarding Mia, the AI loan officer assistant, which is actively driving business [49][51] Question: Derivative gain in the quarter - Management clarified that the derivative gain was opportunistic, aimed at managing market fluctuations [53] Question: Guidance for originations - Management provided a cautious outlook for originations, attributing potential declines to current interest rate conditions [58][60] Question: Drivers for margin guidance increase - Management explained that the decision to increase margin guidance was based on a comprehensive understanding of market conditions [66][70]

[Executive Summary & Company Overview](index=1&type=section&id=Executive%20Summary%20%26%20Company%20Overview) [Second Quarter 2025 Overview](index=1&type=section&id=Second%20Quarter%202025%20Overview) UWM Holdings Corporation reported strong Q2 2025 results, driven by increased loan volume and the successful deployment of new AI technologies - UWM Holdings Corporation announced Q2 2025 net income of **$314.5 million** and loan origination volume of **$39.7 billion**, marking an **18% increase** year-over-year[2](index=2&type=chunk) - The company's CEO attributed the strong performance to strategic decisions and new AI technologies, Mia and LEO, which are showing measurable results[3](index=3&type=chunk) [Key Financial and Operational Highlights](index=1&type=section&id=Key%20Financial%20and%20Operational%20Highlights) The second quarter of 2025 demonstrated significant improvements across key financial metrics, with substantial increases in originations and a return to net income Second Quarter 2025 Key Highlights (QoQ & YoY Comparison) | Metric | 2Q25 | 1Q25 | 2Q24 | | :------------------------------------------ | :---------- | :---------- | :---------- | | Originations | $39.7 billion | $32.4 billion | $33.6 billion | | Purchase originations | $27.3 billion | $21.7 billion | $27.2 billion | | Total gain margin | 113 bps | 94 bps | 106 bps | | Total revenue | $758.7 million | $613.4 million | $622.4 million | | Net income (loss) | $314.5 million | $(247.0) million | $76.3 million | | Adjusted EBITDA | $195.7 million | $57.8 million | $133.1 million | | Total equity (as of period-end) | $1.7 billion | $1.6 billion | $2.3 billion | | Unpaid principal balance of MSRs (as of period-end) | $211.2 billion | $214.6 billion | $189.5 billion | | Available liquidity (as of period-end) | $2.2 billion | N/A | N/A | [Business and Strategic Initiatives](index=2&type=section&id=Business%20and%20Strategic%20Initiatives) [Second Quarter Business and Product Highlights](index=2&type=section&id=Second%20Quarter%20Business%20and%20Product%20Highlights) UWM launched two significant AI-powered tools to enhance broker efficiency and hosted its large annual UWM LIVE! event for the mortgage broker community - Launched LE Optimizer (LEO), an innovative tool for detailed analysis of competitors' Loan Estimates to help independent mortgage brokers secure better deals for borrowers[9](index=9&type=chunk) - Released Mia, an AI-powered virtual assistant developed in-house to manage client engagement, including inbound/outbound calls, Q&A, and appointment scheduling[10](index=10&type=chunk) - Hosted the 4th annual UWM LIVE! event, the largest mortgage broker event in the country, attracting nearly 6,000 partners to its Pontiac, Michigan campus[11](index=11&type=chunk) [Product and Investor Mix](index=3&type=section&id=Product%20and%20Investor%20Mix) Total originations increased significantly quarter-over-quarter and year-over-year, driven by strong growth in both purchase and refinance segments Product and Investor Mix - Unpaid Principal Balance of Originations (in thousands) | Category | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------- | :---------- | :---------- | :---------- | | **Purchase:** | | | | | Conventional | $16,825,147 | $13,179,468 | $15,650,022 | | Government | $8,358,290 | $6,673,499 | $8,298,147 | | Jumbo and other | $2,115,964 | $1,894,070 | $3,224,482 | | **Total Purchase** | **$27,299,401** | **$21,747,037** | **$27,172,651** | | **Refinance:** | | | | | Conventional | $5,082,559 | $4,339,327 | $2,506,853 | | Government | $5,688,192 | $4,699,294 | $2,573,514 | | Jumbo and other | $1,674,362 | $1,566,118 | $1,375,975 | | **Total Refinance** | **$12,445,113** | **$10,604,739** | **$6,456,342** | | **Total Originations** | **$39,744,514** | **$32,351,776** | **$33,628,993** | [Third Quarter 2025 Outlook](index=3&type=section&id=Third%20Quarter%202025%20Outlook) For Q3 2025, UWM anticipates loan production volume between $33 billion and $40 billion with a gain margin of 100 to 125 basis points - Anticipated Q3 2025 production volume: **$33 billion to $40 billion**[13](index=13&type=chunk) - Anticipated Q3 2025 gain margin: **100 to 125 basis points**[13](index=13&type=chunk) [Dividend Declaration](index=3&type=section&id=Dividend%20Declaration) UWM's Board of Directors declared a cash dividend of $0.10 per share on Class A common stock for the nineteenth consecutive quarter - Cash dividend of **$0.10 per share** on outstanding Class A common stock declared for the nineteenth consecutive quarter[14](index=14&type=chunk) - Dividend payable on **October 9, 2025**, to stockholders of record as of **September 18, 2025**[14](index=14&type=chunk) [Detailed Financial Performance](index=2&type=section&id=Detailed%20Financial%20Performance) [Production and Income Statement Highlights](index=2&type=section&id=Production%20and%20Income%20Statement%20Highlights) UWM demonstrated strong financial recovery in Q2 2025, reporting significant increases in loan origination volume, total revenue, and net income Production and Income Statement Highlights (dollars in thousands, except per share amounts) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--------------------------------- | :---------- | :---------- | :---------- | | Loan origination volume | $39,744,514 | $32,351,776 | $33,628,993 | | Total gain margin | 1.13% | 0.94% | 1.06% | | Total revenue | $758,700 | $613,370 | $622,413 | | Net income (loss) | $314,479 | $(247,028) | $76,286 | | Diluted earnings (loss) per share | 0.11 | (0.12) | 0.03 | | Adjusted diluted earnings (loss) per share | 0.16 | N/A | 0.04 | | Adjusted net income (loss) | $249,429 | $(195,300) | $59,809 | | Adjusted EBITDA | $195,683 | $57,803 | $133,146 | [Balance Sheet Highlights](index=2&type=section&id=Balance%20Sheet%20Highlights) The company's balance sheet shows sequential growth in total equity, though total assets slightly decreased from the prior quarter Balance Sheet Highlights as of Period-end (dollars in thousands) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------------- | :---------- | :---------- | :---------- | | Cash and cash equivalents | $489,984 | $485,024 | $680,513 | | Mortgage loans at fair value | $8,040,310 | $8,402,211 | $8,236,183 | | Mortgage servicing rights | $3,445,195 | $3,321,457 | $2,650,090 | | Total assets | $13,886,889 | $14,048,433 | $12,921,641 | | Non-funding debt | $3,323,565 | $3,149,687 | $2,108,426 | | Total equity | $1,747,982 | $1,635,349 | $2,329,012 | | Non-funding debt to equity | 1.90 | 1.93 | 0.91 | [Mortgage Servicing Rights (MSRs)](index=2&type=section&id=Mortgage%20Servicing%20Rights%20(MSRs)) The unpaid principal balance of MSRs slightly decreased quarter-over-quarter while the weighted average interest rate continued to rise Mortgage Servicing Rights (dollars in thousands) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------------- | :---------- | :---------- | :---------- | | Unpaid principal balance | $211,237,964 | $214,615,072 | $189,482,798 | | Weighted average interest rate | 5.51% | 5.44% | 4.31% | | Weighted average age (months) | 19 | 19 | 26 | [Non-GAAP Financial Measures & Definitions](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Definitions) [Key Operational Metrics Definitions](index=3&type=section&id=Key%20Operational%20Metrics%20Definitions) This section defines key operational metrics used by management, including 'Loan origination volume' and 'Total gain margin' - Loan origination volume is defined as the aggregate principal of residential mortgage loans originated by the Company during a period[16](index=16&type=chunk) - Total gain margin is defined as total loan production income divided by loan origination volume for the applicable periods[16](index=16&type=chunk) [Non-GAAP Metrics Definitions and Reconciliations](index=3&type=section&id=Non-GAAP%20Metrics%20Definitions%20and%20Reconciliations) The company provides definitions and reconciliations for non-GAAP metrics to offer a more comparable view of its performance - Adjusted net income (loss) is pre-tax income (loss) with an adjusted income tax provision (benefit) to reflect 100% economic interest in UWM[17](index=17&type=chunk) - Adjusted diluted EPS is Adjusted net income (loss) divided by the weighted average number of Class A common stock outstanding, assuming conversion of Class D shares[17](index=17&type=chunk) - Adjusted EBITDA is earnings before interest expense on non-funding debt, income taxes, depreciation, and amortization, adjusted for various non-cash and non-operating items[18](index=18&type=chunk)[19](index=19&type=chunk) - Non-funding debt includes senior notes, lines of credit, borrowings against investment securities, and finance leases, with the Non-funding debt-to-equity ratio calculated as total non-funding debt divided by total equity[20](index=20&type=chunk) Adjusted Net Income Reconciliation (dollars in thousands) | Adjusted net income | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------------------- | :---------- | :---------- | :---------- | | Earnings (loss) before income taxes | $329,418 | $(260,816) | $77,072 | | Adjusted income tax (provision) benefit | $(79,989) | $65,516 | $(17,263) | | Adjusted net income (loss) | $249,429 | $(195,300) | $59,809 | Adjusted Diluted EPS Reconciliation | Adjusted Diluted EPS | Q2 2025 | Q2 2024 | | :------------------------------------------ | :---------- | :---------- | | Diluted weighted average Class A Common shares outstanding | 202,133,122 | 95,387,609 | | Assumed pro forma conversion of Class D shares | 1,396,892,510 | 1,502,069,787 | | Adjusted diluted weighted average shares outstanding | 1,599,025,632 | 1,597,457,396 | | Adjusted Net Income (in thousands) | $249,429 | $59,809 | | Adjusted Diluted EPS | 0.16 | 0.04 | Adjusted EBITDA Reconciliation (dollars in thousands) | Adjusted EBITDA | Q2 2025 | Q1 2025 | Q2 2024 | | :------------------------------------------ | :---------- | :---------- | :---------- | | Net income (loss) | $314,479 | $(247,028) | $76,286 | | Interest expense on non-funding debt | $50,775 | $50,081 | $31,951 | | Provision (benefit) for income taxes | $14,939 | $(13,788) | $786 | | Depreciation and amortization | $12,200 | $11,340 | $11,404 | | Stock-based compensation expense | $11,729 | $8,310 | $3,937 | | Change in fair value of MSRs due to valuation inputs or assumptions | $(3,154) | $250,821 | $38,222 | | Gain on other interest rate derivatives | $(208,904) | — | $(27,166) | | Deferred compensation, net | $1,773 | $914 | $(1,169) | | Change in fair value of Public and Private Warrants | $(1,309) | $(685) | $(1,739) | | Change in Tax Receivable Agreement liability | $3,557 | $(442) | — | | Change in fair value of investment securities | $(402) | $(1,721) | $634 | | Adjusted EBITDA | $195,683 | $57,803 | $133,146 | Non-funding Debt and Non-funding Debt to Equity Reconciliation (dollars in thousands) | Non-funding debt and non-funding debt to equity | Q2 2025 | Q1 2025 | Q2 2024 | | :-------------------------------------------- | :---------- | :---------- | :---------- | | Senior notes | $2,787,797 | $2,786,467 | $1,990,233 | | Secured lines of credit | $425,000 | $250,000 | — | | Borrowings against investment securities | $86,896 | $88,775 | $91,406 | | Finance lease liability | $23,872 | $24,445 | $26,787 | | **Total non-funding debt** | **$3,323,565** | **$3,149,687** | **$2,108,426** | | Total equity | $1,747,982 | $1,635,349 | $2,329,012 | | **Non-funding debt to equity** | **1.90** | **1.93** | **0.91** | [Corporate Information & Disclosures](index=3&type=section&id=Corporate%20Information%20%26%20Disclosures) [Earnings Conference Call Details](index=3&type=section&id=Earnings%20Conference%20Call%20Details) UWM will host a conference call on August 7, 2025, to review Q2 2025 results, with webcast details available online - Conference call for financial analysts and investors scheduled for **Thursday, August 7, 2025, at 10:00 a.m. ET**[15](index=15&type=chunk) - Purpose is to review Q2 2025 results and answer questions[15](index=15&type=chunk) - Registration for a toll-free dial-in number is available, with audio webcast, taped replay, transcript, and supporting materials on the investor relations website[15](index=15&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=5&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section warns that forward-looking statements are subject to risks and uncertainties and that actual results may differ materially - The press release includes forward-looking statements regarding future events, strategies, and financial performance[23](index=23&type=chunk) - These statements are subject to risks and uncertainties, many outside of the company's control, which could cause future events or results to differ materially[23](index=23&type=chunk) - The company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date of the release[23](index=23&type=chunk) [About UWM Holdings Corporation](index=5&type=section&id=About%20UWM%20Holdings%20Corporation) UWM Holdings Corporation is the parent of United Wholesale Mortgage, the nation's largest wholesale and purchase mortgage lender - UWM Holdings Corporation is the publicly traded indirect parent of United Wholesale Mortgage (UWM)[24](index=24&type=chunk) - UWM is the nation's largest home mortgage lender, exclusively originating loans through the wholesale channel, and has been the largest wholesale mortgage lender for ten consecutive years[24](index=24&type=chunk) - The company emphasizes continuous innovation of technology, enhanced client experience, proprietary platforms, superior service, and focused partnership with independent mortgage brokers[24](index=24&type=chunk) [Investor and Media Contacts](index=5&type=section&id=Investor%20and%20Media%20Contacts) Contact information for investor relations and media inquiries is provided for UWM Holdings Corporation - Investor Contact: Blake Kolo at InvestorRelations@uwm.com[25](index=25&type=chunk) - Media Contact: Nicole Roberts at Media@uwm.com[25](index=25&type=chunk) [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Balance Sheets (Q2 2025 vs Dec 31, 2024)](index=6&type=section&id=Consolidated%20Balance%20Sheets%20(Q2%202025%20vs%20Dec%2031%2C%202024)) The consolidated balance sheets detail assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :-------------- | :---------------- | | **Assets** | | | | Cash and cash equivalents | $489,984 | $507,339 | | Mortgage loans at fair value | $8,040,310 | $9,516,537 | | Mortgage servicing rights | $3,445,195 | $3,969,881 | | Total assets | $13,886,889 | $15,671,116 | | **Liabilities and Equity** | | | | Warehouse lines of credit | $7,254,526 | $8,697,744 | | Senior notes | $2,787,797 | $2,785,326 | | Total liabilities | $12,138,907 | $13,617,268 | | Total equity | $1,747,982 | $2,053,848 | [Consolidated Statements of Operations (Q2 2025 vs Q1 2025 vs Q2 2024)](index=7&type=section&id=Consolidated%20Statements%20of%20Operations%20(Q2%202025%20vs%20Q1%202025%20vs%20Q2%202024)) The statements of operations show a significant increase in total revenue and a return to net income compared to the prior quarter Consolidated Statements of Operations (in thousands, except per share amounts) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :------------------------------------------ | :---------- | :---------- | :---------- | | **Revenue** | | | | | Loan production income | $447,882 | $304,751 | $357,109 | | Loan servicing income | $178,813 | $190,517 | $143,910 | | Interest income | $132,005 | $118,102 | $121,394 | | **Total revenue** | **$758,700** | **$613,370** | **$622,413** | | **Other gains (losses)** | | | | | Change in fair value of mortgage servicing rights | $(111,421) | $(388,585) | $(142,485) | | Gain on other interest rate derivatives | $208,904 | — | $27,166 | | Other gains (losses), net | $97,483 | $(388,585) | $(115,319) | | **Expenses** | | | | | Salaries, commissions and benefits | $211,461 | $192,800 | $160,311 | | Direct loan production costs | $46,330 | $43,127 | $45,485 | | Marketing, travel, and entertainment | $26,379 | $22,190 | $24,438 | | Depreciation and amortization | $12,200 | $11,340 | $11,404 | | General and administrative | $59,999 | $68,148 | $55,051 | | Servicing costs | $35,083 | $30,434 | $25,787 | | Interest expense | $133,467 | $120,410 | $108,651 | | Other expense (income) | $1,846 | $(2,848) | $(1,105) | | **Total expenses** | **$526,765** | **$485,601** | **$430,022** | | **Earnings (loss) before income taxes** | **$329,418** | **$(260,816)** | **$77,072** | | Provision (benefit) for income taxes | $14,939 | $(13,788) | $786 | | **Net income (loss)** | **$314,479** | **$(247,028)** | **$76,286** | | Net income (loss) attributable to non-controlling interest | $291,570 | $(233,349) | $73,236 | | Net income (loss) attributable to UWMC | $22,909 | $(13,679) | $3,050 | | **Earnings (loss) per share of Class A common stock:** | | | | | Basic | $0.11 | $(0.08) | $0.03 | | Diluted | $0.11 | $(0.12) | $0.03 | [Consolidated Balance Sheets (Five Quarters Trend)](index=9&type=section&id=Consolidated%20Balance%20Sheets%20(Five%20Quarters%20Trend)) This section provides consolidated balance sheets for the past five quarters, offering a historical trend of the company's financial position Consolidated Balance Sheets (in thousands, except shares and per share amounts) | Metric | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------------ | :-------------- | :--------------- | :---------------- | :----------------- | :-------------- | | **Assets** | | | | | | | Cash and cash equivalents, including restricted cash | $489,984 | $485,024 | $507,339 | $636,327 | $680,153 | | Mortgage loans at fair value | $8,040,310 | $8,402,211 | $9,516,537 | $10,141,683 | $8,236,183 | | Mortgage servicing rights | $3,445,195 | $3,321,457 | $3,969,881 | $2,800,054 | $2,650,090 | | Total assets | $13,886,889 | $14,048,433 | $15,671,116 | $15,119,798 | $12,921,641 | | **Liabilities and Equity** | | | | | | | Warehouse lines of credit | $7,254,526 | $7,573,139 | $8,697,744 | $9,207,746 | $7,429,591 | | Senior notes | $2,787,797 | $2,786,467 | $2,785,326 | $1,991,216 | $1,990,233 | | Total liabilities | $12,138,907 | $12,413,084 | $13,617,268 | $12,939,271 | $10,592,629 | | Total equity | $1,747,982 | $1,635,349 | $2,053,848 | $2,180,527 | $2,329,012 | [Consolidated Statements of Operations (Five Quarters Trend)](index=10&type=section&id=Consolidated%20Statements%20of%20Operations%20(Five%20Quarters%20Trend)) This section presents the consolidated statements of operations for the past five quarters, illustrating trends in financial performance Consolidated Statements of Operations (in thousands, except shares and per share amounts) | Metric | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------------ | :-------------- | :--------------- | :---------------- | :----------------- | :-------------- | | **Revenue** | | | | | | | Loan production income | $447,882 | $304,751 | $407,229 | $465,548 | $357,109 | | Loan servicing income | $178,813 | $190,517 | $173,300 | $134,753 | $143,910 | | Interest income | $132,005 | $118,102 | $140,067 | $145,297 | $121,394 | | **Total revenue** | **$758,700** | **$613,370** | **$720,596** | **$745,598** | **$622,413** | | **Other gains (losses)** | | | | | | | Change in fair value of mortgage servicing rights | $(111,421) | $(388,585) | $309,149 | $(446,100) | $(142,485) | | Gain (loss) on other interest rate derivatives | $208,904 | — | $(469,538) | $226,936 | $27,166 | | Other gains (losses), net | $97,483 | $(388,585) | $(160,389) | $(219,164) | $(115,319) | | **Expenses** | | | | | | | Salaries, commissions and benefits | $211,461 | $192,800 | $193,155 | $181,453 | $160,311 | | Direct loan production costs | $46,330 | $43,127 | $54,958 | $58,398 | $45,485 | | Marketing, travel, and entertainment | $26,379 | $22,190 | $30,771 | $22,462 | $24,438 | | Depreciation and amortization | $12,200 | $11,340 | $11,094 | $11,636 | $11,404 | | General and administrative | $59,999 | $68,148 | $60,314 | $53,664 | $55,051 | | Servicing costs | $35,083 | $30,434 | $29,866 | $25,009 | $25,787 | | Interest expense | $133,467 | $120,410 | $142,342 | $141,102 | $108,651 | | Other expense (income) | $1,846 | $(2,848) | $(4,625) | $421 | $(1,105) | | **Total expenses** | **$526,765** | **$485,601** | **$517,875** | **$494,145** | **$430,022** | | **Earnings (loss) before income taxes** | **$329,418** | **$(260,816)** | **$42,332** | **$32,289** | **$77,072** | | Provision (benefit) for income taxes | $14,939 | $(13,788) | $1,719 | $344 | $786 | | **Net income (loss)** | **$314,479** | **$(247,028)** | **$40,613** | **$31,945** | **$76,286** | | Net income (loss) attributable to non-controlling interest | $291,570 | $(233,349) | $31,694 | $38,240 | $73,236 | | Net income (loss) attributable to UWMC | $22,909 | $(13,679) | $8,919 | $(6,295) | $3,050 | | **Earnings (loss) per share of Class A common stock:** | | | | | | | Basic | $0.11 | $(0.08) | $0.06 | $(0.06) | $0.03 | | Diluted | $0.11 | $(0.12) | $0.02 | $(0.06) | $0.03 |

Core Insights - UWM Holdings Corporation (UWMC) is expected to report quarterly earnings of $0.06 per share, reflecting a 50% increase year over year [1] - Analysts forecast revenues of $729.74 million, indicating a year-over-year increase of 43.9% [1] Earnings Estimates - The consensus EPS estimate has been revised 1.5% higher in the last 30 days, showing analysts' reevaluation of their initial estimates [2] - Revisions to earnings estimates are significant indicators for predicting investor actions regarding the stock [3] Revenue Projections - Revenue from loan production income is projected to reach $423.11 million, representing an 18.5% year-over-year increase [5] - Revenue from interest income is estimated at $125.34 million, indicating a 3.3% increase from the prior-year quarter [5] - Revenue from loan servicing income is expected to be $182.56 million, reflecting a year-over-year change of 26.9% [5] Stock Performance - UWM shares have increased by 4.8% in the past month, outperforming the Zacks S&P 500 composite, which saw a 0.5% increase [6] - UWM currently holds a Zacks Rank 5 (Strong Sell), suggesting expected underperformance relative to the overall market in the near term [6]

Company Overview - UWM Holdings Corporation (UWMC) is expected to report a year-over-year increase in earnings, with a projected EPS of $0.06, reflecting a +50% change [3] - Revenues are anticipated to reach $729.74 million, which is a 43.9% increase from the same quarter last year [3] Earnings Expectations - The earnings report is scheduled for August 7, and the stock price may rise if the results exceed expectations, while a miss could lead to a decline [2] - The consensus EPS estimate has been revised 1.55% higher in the last 30 days, indicating a positive reassessment by analysts [4] Earnings Surprise Prediction - The Most Accurate Estimate for UWM is higher than the Zacks Consensus Estimate, resulting in an Earnings ESP of +16.46% [12] - However, UWM currently holds a Zacks Rank of 5, complicating the prediction of an earnings beat [12] Historical Performance - In the last reported quarter, UWM was expected to post earnings of $0.06 per share but instead reported a loss of -$0.23, resulting in a surprise of -483.33% [13] - The company has not surpassed consensus EPS estimates in any of the last four quarters [14] Industry Context - Another company in the same industry, Onity Group (ONIT), is expected to report earnings of $2.08 per share, indicating a year-over-year decline of -48.9% [18] - Onity's revenues are projected to be $263.75 million, reflecting a 7% increase from the previous year, but it has an Earnings ESP of -2.65% [19][20]

Company Overview - UWM Holdings Corporation (NYSE: UWMC) is the largest purchase mortgage lender in the US and has been the largest overall mortgage lender since 2022 [1] - The company has maintained its position as the largest wholesale mortgage lender for over a decade, which allows it to offer loans at lower costs [1] Investment Perspective - The focus is on small capitalized companies that present high optionality to the upside relative to downside risk, grounded in a value-based approach [1]

Group 1 - UWM Holdings, operating as United Wholesale Mortgage, went public through a significant SPAC deal in 2021 [1] - The company has been under observation for several years due to its compelling narrative [1] Group 2 - Ian Bezek, a former hedge fund analyst, has extensive experience in Latin American markets and specializes in high-quality compounders and growth stocks [2]

[PART I - FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for UWM Holdings Corporation [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of UWM Holdings Corporation, including the balance sheets, statements of operations, changes in equity, and cash flows, along with comprehensive notes detailing accounting policies, financial instrument valuations, debt, equity, and other financial disclosures for the periods ended March 31, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=2&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the condensed consolidated balance sheets, detailing assets, liabilities, and equity for UWM Holdings Corporation as of March 31, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (in thousands) | Metric | March 31, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------- | :---------------- | :--------- | :--------- | | Total assets | $14,048,433 | $15,671,116 | $(1,622,683) | -10.36% | | Total liabilities | $12,413,084 | $13,617,268 | $(1,204,184) | -8.84% | | Total equity | $1,635,349 | $2,053,848 | $(418,499) | -20.38% | - Mortgage loans at fair value decreased from **$9,516,537 thousand** at December 31, 2024, to **$8,402,211 thousand** at March 31, 2025, a reduction of **$1,114,326 thousand**[9](index=9&type=chunk) - Mortgage servicing rights (MSRs) decreased from **$3,969,881 thousand** at December 31, 2024, to **$3,321,457 thousand** at March 31, 2025, a decrease of **$648,424 thousand**[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the condensed consolidated statements of operations, presenting revenues, expenses, and net income (loss) for the three months ended March 31, 2025, and 2024 Condensed Consolidated Statements of Operations (in thousands, except per share amounts) | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | Change ($) | Change (%) | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Total revenue | $613,370 | $585,519 | $27,851 | 4.76% | | MSR valuation adjustments, net | $(388,585) | $(15,563) | $(373,022) | 2396.85% | | Total expenses | $485,601 | $385,692 | $99,909 | 25.90% | | Earnings (loss) before income taxes | $(260,816) | $184,264 | $(445,080) | -241.55% | | Net income (loss) | $(247,028) | $180,531 | $(427,559) | -236.83% | | Net income (loss) attributable to UWM Holdings Corporation | $(13,679) | $8,730 | $(22,409) | -256.69% | | Basic EPS | $(0.08) | $0.09 | $(0.17) | -188.89% | | Diluted EPS | $(0.12) | $0.09 | $(0.21) | -233.33% | - The significant decrease in net income (loss) was primarily driven by a substantial increase in MSR valuation adjustments, which moved from a **$(15,563) thousand** adjustment in Q1 2024 to a **$(388,585) thousand** adjustment in Q1 2025[11](index=11&type=chunk) [Condensed Consolidated Statements of Changes in Equity](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) This section details the condensed consolidated statements of changes in equity, showing movements in capital, retained earnings, and non-controlling interest for the period ended March 31, 2025 Condensed Consolidated Statements of Changes in Equity (in thousands) | Metric | Balance, January 1, 2025 | Net Loss | Class A Common Stock Dividends | Member Distributions to SFS Corp. | Stock-based Compensation | Re-measurement of Non-Controlling Interest | Balance, March 31, 2025 | | :--------------------------------------- | :----------------------- | :------- | :----------------------------- | :-------------------------------- | :----------------------- | :----------------------------------------- | :---------------------- | | Class A Common Stock Amount | $16 | — | — | — | — | $4 | $20 | | Class D Common Stock Amount | $144 | — | — | — | — | $(4) | $140 | | Additional Paid-in Capital | $3,523 | — | — | — | $775 | — | $4,298 | | Retained Earnings | $157,837 | $(13,679) | $(18,775) | — | $132 | $34,892 | $160,407 | | Non-controlling Interest | $1,892,328 | $(233,349) | — | $(148,395) | $8,259 | $(48,359) | $1,470,484 | | Total Equity | $2,053,848 | $(247,028) | $(18,775) | $(148,395) | $9,166 | $(13,467) | $1,635,349 | - Total equity decreased by **$418,499 thousand** from January 1, 2025, to March 31, 2025, primarily due to a net loss of **$247,028 thousand** and member distributions to SFS Corp. of **$148,395 thousand**[13](index=13&type=chunk) - Exchange Transactions resulted in an increase of **42,549,478 Class A common stock shares** and a corresponding decrease in Class D common stock shares, leading to a re-measurement of non-controlling interest[13](index=13&type=chunk)[80](index=80&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the condensed consolidated statements of cash flows, categorizing cash movements from operating, investing, and financing activities for the three months ended March 31, 2025, and 2024 Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three months ended March 31, 2025 | Three months ended March 31, 2024 | Change ($) | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | | Net cash provided by (used in) operating activities | $593,898 | $(2,202,740) | $2,796,638 | | Net cash provided by investing activities | $928,391 | $1,287,502 | $(359,111) | | Net cash (used in) provided by financing activities | $(1,544,604) | $1,023,409 | $(2,568,013) | | Net (decrease) increase in cash and cash equivalents | $(22,315) | $108,171 | $(130,486) | | Cash and cash equivalents, end of period | $485,024 | $605,639 | $(120,615) | - Operating activities shifted from a net cash outflow of **$2.2 billion** in Q1 2024 to a net cash inflow of **$593.9 million** in Q1 2025, primarily due to a decrease in mortgage loans at fair value[17](index=17&type=chunk)[190](index=190&type=chunk) - Net cash used in financing activities increased significantly to **$1.5 billion** in Q1 2025, compared to **$1.0 billion** provided in Q1 2024, mainly due to net repayments under warehouse lines of credit[17](index=17&type=chunk)[192](index=192&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, covering significant accounting policies, fair value measurements, debt, equity, and other financial disclosures [NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=7&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION,%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note describes UWM Holdings Corporation's 'Up-C' structure, its operating subsidiary's business, capital structure, and income tax accounting policies - UWM Holdings Corporation operates in an **'Up-C' structure**, with United Wholesale Mortgage, LLC (UWM) as its operating subsidiary, engaged in the origination, sale, and servicing of residential mortgage loans[19](index=19&type=chunk)[20](index=20&type=chunk)[26](index=26&type=chunk) - The company's capital structure includes Class A, B, C, and D common stock, with Class A and B having economic interest and Class C and D primarily voting rights[21](index=21&type=chunk) - The company accounts for income taxes by applying an estimated annual effective tax rate to year-to-date earnings and has a Tax Receivable Agreement (TRA) with SFS Corp. for **85% of tax savings** from Exchange Transactions[29](index=29&type=chunk)[30](index=30&type=chunk) [NOTE 2 – MORTGAGE LOANS AT FAIR VALUE](index=9&type=section&id=NOTE%202%20%E2%80%93%20MORTGAGE%20LOANS%20AT%20FAIR%20VALUE) This note explains the Company's election of the fair value option for mortgage loans and presents a breakdown of mortgage loans at fair value - The Company elects the fair value option for mortgage loans to best reflect the economic consequences of its origination and hedging activities[40](index=40&type=chunk) Mortgage Loans at Fair Value (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :----------------------------- | :------------- | :---------------- | | Mortgage loans, unpaid principal balance | $8,258,871 | $9,450,137 | | Premiums paid on mortgage loans | $93,852 | $88,202 | | Fair value adjustment | $49,488 | $(21,802) | | Mortgage loans at fair value | $8,402,211 | $9,516,537 | [NOTE 3 – DERIVATIVES](index=9&type=section&id=NOTE%203%20%E2%80%93%20DERIVATIVES) This note details the Company's use of Interest Rate Lock Commitments (IRLCs) and Forward Loan Sale Commitments (FLSCs) for hedging, along with their fair values - The Company uses Interest Rate Lock Commitments (IRLCs) and Forward Loan Sale Commitments (FLSCs) to economically hedge its pipeline of mortgage loans[42](index=42&type=chunk)[43](index=43&type=chunk) - The blended average pullthrough rate for IRLCs was **79%** as of March 31, 2025, down from **80%** at December 31, 2024[42](index=42&type=chunk) Derivative Financial Instruments (in thousands) | Derivative Type | March 31, 2025 (Fair Value Assets) | March 31, 2025 (Fair Value Liabilities) | December 31, 2024 (Fair Value Assets) | December 31, 2024 (Fair Value Liabilities) | | :---------------- | :--------------------------------- | :------------------------------------ | :------------------------------------ | :------------------------------------- | | IRLCs | $36,648 | $3,969 | $6,729 | $33,685 | | FLSCs | $7,310 | $23,953 | $93,235 | $2,280 | | Total | $43,958 | $27,922 | $99,964 | $35,965 | [NOTE 4 – ACCOUNTS RECEIVABLE, NET](index=10&type=section&id=NOTE%204%20%E2%80%93%20ACCOUNTS%20RECEIVABLE,%20NET) This note provides a breakdown of accounts receivable, net, and highlights changes in its components between reporting periods Accounts Receivable, Net (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Servicing fees | $155,930 | $159,282 | | Servicing advances | $138,102 | $148,953 | | Receivables from sales of servicing | $96,175 | $32,582 | | Margin deposits | $58,162 | $25,520 | | Origination receivables | $22,140 | $27,527 | | Derivative settlements receivable | $9,642 | $22,377 | | Other receivables | $340 | $5,590 | | Provision for current expected credit losses | $(8,191) | $(3,876) | | Total accounts receivable, net | $472,299 | $417,955 | - Total accounts receivable, net, increased by **$54,344 thousand** from December 31, 2024, to March 31, 2025, primarily driven by an increase in receivables from sales of servicing and margin deposits[44](index=44&type=chunk) [NOTE 5 – MORTGAGE SERVICING RIGHTS](index=10&type=section&id=NOTE%205%20%E2%80%93%20MORTGAGE%20SERVICING%20RIGHTS) This note describes the valuation methodology for Mortgage Servicing Rights (MSRs) and details changes in their fair value, including key unobservable inputs - MSRs are measured at fair value using a valuation model that considers prepayment speeds, discount rate, cost to service, and income streams[45](index=45&type=chunk) Changes in MSR Assets (in thousands) | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Fair value, beginning of period | $3,969,881 | $4,026,136 | | Capitalization of MSRs | $735,571 | $535,951 | | MSR and excess servicing sales | $(1,010,124) | $(1,383,098) | | Changes in fair value (valuation inputs/assumptions) | $(250,821) | $141,059 | | Changes in fair value (collection/realization) | $(123,050) | $(128,245) | | Fair value, end of period | $3,321,457 | $3,191,803 | - The fair value of MSRs decreased by **$388.6 million** in Q1 2025, primarily due to changes in valuation inputs and assumptions (**$-250.8M**) and collection/realization of cash flows (**$-123.1M**)[47](index=47&type=chunk) Key Unobservable Inputs for MSR Valuation | Input | March 31, 2025 (Weighted Average) | December 31, 2024 (Weighted Average) | | :------------------ | :-------------------------------- | :--------------------------------- | | Discount rates | 11.0% | 10.9% | | Annual prepayment speeds | 9.6% | 8.3% | | Cost of servicing | $88 | $85 | [NOTE 6 – WAREHOUSE AND OTHER SECURED LINES OF CREDIT](index=14&type=section&id=NOTE%206%20%E2%80%93%20WAREHOUSE%20AND%20OTHER%20SECURED%20LINES%20OF%20CREDIT) This note outlines the Company's warehouse lines of credit and MSR facilities, detailing outstanding amounts, compliance with covenants, and changes in borrowing capacity Warehouse Lines of Credit (in thousands) | Facility Type | March 31, 2025 (Total Advanced) | December 31, 2024 (Total Advanced) | | :-------------------------------- | :------------------------------ | :------------------------------- | | Master Repurchase Agreements | $7,531,099 | $8,394,841 | | Early Funding (EF) | $42,040 | $279,515 | | Total | $7,573,139 | $8,697,744 | - The Company was in compliance with all covenants for its warehouse lines of credit and MSR facilities as of March 31, 2025[52](index=52&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - The Conventional MSR Facility and warehouse facility combined total uncommitted borrowing capacity increased to **$2.0 billion**, with maturity extended to June 26, 2026[54](index=54&type=chunk) - Outstanding borrowings under MSR facilities were **$125.0 million** for both Conventional and Ginnie Mae MSR Facilities as of March 31, 2025, down from **$250.0 million** each at December 31, 2024[54](index=54&type=chunk)[55](index=55&type=chunk) [NOTE 7 – OTHER BORROWINGS](index=15&type=section&id=NOTE%207%20%E2%80%93%20OTHER%20BORROWINGS) This note details the Company's outstanding Senior Notes, including maturity dates and interest rates, and provides information on its unsecured Revolving Credit Facility Outstanding Senior Notes (in thousands) | Facility Type | Maturity Date | Interest Rate | March 31, 2025 (Carrying Amount) | December 31, 2024 (Carrying Amount) | | :---------------- | :------------ | :------------ | :------------------------------- | :-------------------------------- | | 2025 Senior notes | 11/15/2025 | 5.500% | $798,631 | $798,084 | | 2027 Senior notes | 06/15/2027 | 5.750% | $498,087 | $497,870 | | 2029 Senior notes | 04/15/2029 | 5.500% | $696,464 | $696,245 | | 2030 Senior notes | 02/01/2030 | 6.625% | $793,285 | $793,127 | | Total senior notes | | 5.87% (W.A.) | $2,786,467 | $2,785,326 | - The Company issued **$800.0 million** in 2030 Senior Notes in December 2024, accruing interest at **6.625%** per annum, with interest payments commencing August 1, 2025[61](index=61&type=chunk) - No amounts were outstanding under the **$500.0 million** unsecured Revolving Credit Facility with SFS Corp. as of March 31, 2025, or December 31, 2024[65](index=65&type=chunk) [NOTE 8 – COMMITMENTS AND CONTINGENCIES](index=16&type=section&id=NOTE%208%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note discusses the Company's representations and warranties reserve activity, commitments to extend credit, and assessment of legal and regulatory matters Representations and Warranties Reserve Activity (in thousands) | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Balance, beginning of period | $87,647 | $62,865 | | Additions | $10,376 | $10,463 | | Loss realized, net of adjustments | $(4,622) | $(5,106) | | Balance, end of period | $93,401 | $68,222 | - The Company had commitments to extend credit to potential borrowers totaling approximately **$19.9 billion** as of March 31, 2025[69](index=69&type=chunk) - The Company does not believe any current legal or regulatory matters will have a material adverse effect on its financial position, results of operations, or cash flows[70](index=70&type=chunk) [NOTE 9 - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER](index=18&type=section&id=NOTE%209%20-%20ACCOUNTS%20PAYABLE,%20ACCRUED%20EXPENSES%20AND%20OTHER) This note provides a detailed breakdown of accounts payable, accrued expenses, and other liabilities, highlighting key changes between reporting periods Accounts Payable, Accrued Expenses and Other (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | TRA liability | $123,994 | $78,519 | | Servicing fees payable | $118,869 | $95,621 | | Representations and warranties reserve | $93,401 | $87,647 | | Accrued compensation and benefits | $85,625 | $90,964 | | Accrued interest and bank fees | $76,186 | $41,851 | | Other accrued expenses | $45,173 | $36,773 | | Derivative settlements payable | $42,719 | $13,622 | | Other accounts payable | $31,161 | $37,352 | | Investor payables | $29,492 | $24,883 | | Deferred tax liability | $3,902 | $4,210 | | Public and Private Warrants | $2,057 | $2,743 | | Margin call payable | $122 | $66,551 | | Total | $652,701 | $580,736 | - Total accounts payable, accrued expenses and other increased by **$71,965 thousand**, primarily due to increases in TRA liability, servicing fees payable, accrued interest and bank fees, and derivative settlements payable[71](index=71&type=chunk) [NOTE 10 – VARIABLE INTEREST ENTITIES](index=18&type=section&id=NOTE%2010%20%E2%80%93%20VARIABLE%20INTEREST%20ENTITIES) This note explains the Company's consolidation of Holdings LLC as a variable interest entity and its maximum exposure to loss in non-consolidated securitization trusts - The Company consolidates Holdings LLC as its primary beneficiary under the variable interest entity (VIE) model, as it holds **100%** of the management and voting power[72](index=72&type=chunk)[73](index=73&type=chunk) - The Company's maximum exposure to loss in non-consolidated securitization trusts (VIEs) is limited to its retained beneficial interests, which were **$102.982 million** at March 31, 2025[78](index=78&type=chunk)[9](index=9&type=chunk) [NOTE 11 – NON-CONTROLLING INTEREST](index=19&type=section&id=NOTE%2011%20%E2%80%93%20NON-CONTROLLING%20INTEREST) This note details the ownership percentages of Holdings LLC common units by UWM Holdings Corporation and SFS Corp., and the impact of Exchange Transactions on non-controlling interest Ownership of Holdings LLC Common Units | Entity | March 31, 2025 (Common Units) | March 31, 2025 (Ownership Percentage) | December 31, 2024 (Common Units) | December 31, 2024 (Ownership Percentage) | | :-------------------------- | :---------------------------- | :------------------------------------ | :------------------------------- | :----------------------------------- | | UWM Holdings Corporation | 200,781,659 | 12.56% | 157,940,987 | 9.88% | | SFS Corp. | 1,397,782,620 | 87.44% | 1,440,332,098 | 90.12% | | Total | 1,598,564,279 | 100.00% | 1,598,273,085 | 100.00% | - During Q1 2025, Exchange Transactions resulted in the Company issuing **42,549,478 shares** of Class B common stock (immediately converted to Class A), increasing its ownership in Holdings LLC and re-measuring non-controlling interest[80](index=80&type=chunk) [NOTE 12 – REGULATORY NET WORTH REQUIREMENTS](index=19&type=section&id=NOTE%2012%20%E2%80%93%20REGULATORY%20NET%20WORTH%20REQUIREMENTS) This note outlines UWM's regulatory requirements for minimum net worth, liquidity, and capital ratios, confirming compliance as of March 31, 2025 Regulatory Requirements as of March 31, 2025 | Requirement | Minimum | UWM Status | | :-------------------------- | :-------- | :--------- | | Minimum net worth | $684.1 million | In compliance | | Minimum liquidity | $316.1 million | In compliance | | Minimum capital and risk-based capital ratios | 6% | In compliance | - UWM is required to maintain minimum net worth, liquidity, and capital ratios by secondary market agencies and state regulators, and was in compliance with all requirements as of March 31, 2025[81](index=81&type=chunk)[82](index=82&type=chunk) [NOTE 13 – FAIR VALUE MEASUREMENTS](index=19&type=section&id=NOTE%2013%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) This note explains the three-level hierarchy for fair value measurements and classifies various financial instruments based on the observability of their inputs - Fair value measurements are classified into a three-level hierarchy (Level 1, 2, 3) based on the observability of inputs[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - Mortgage loans at fair value, FLSCs, and investment securities are primarily Level 2, while IRLCs and MSRs are classified as Level 3 due to significant unobservable inputs like pullthrough rates and prepayment speeds[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) Financial Instruments Measured at Fair Value (in thousands) | Description | Level 1 (March 31, 2025) | Level 2 (March 31, 2025) | Level 3 (March 31, 2025) | Total (March 31, 2025) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | **Assets:** | | | | | | Mortgage loans at fair value | — | $8,402,211 | — | $8,402,211 | | IRLCs | — | — | $36,648 | $36,648 | | FLSCs | — | $7,310 | — | $7,310 | | Investment securities at fair value, pledged | — | $102,982 | — | $102,982 | | Mortgage servicing rights | — | — | $3,321,457 | $3,321,457 | | **Total assets** | **—** | **$8,512,503** | **$3,358,105** | **$11,870,608** | | **Liabilities:** | | | | | | IRLCs | — | — | $3,969 | $3,969 | | FLSCs | — | $23,953 | — | $23,953 | | Public and Private Warrants | $1,866 | $191 | — | $2,057 | | **Total liabilities** | **$1,866** | **$24,144** | **$3,969** | **$29,979** | [NOTE 14 – RELATED PARTY TRANSACTIONS](index=22&type=section&id=NOTE%2014%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note summarizes net payments from related party transactions, including rent, legal fees, and other general and administrative expenses Related Party Net Payments (in thousands) | Category | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Rent and other occupancy related fees, net | $4,889 | $4,897 | | Legal fees | $150 | $150 | | Other general and administrative expenses | $79 | $122 | | Total related party net payments | $5,118 | $5,169 | - The Company engages in various related party transactions, including leasing its corporate campus from entities controlled by its CEO and Board member, legal services from a firm where a director is a partner, and aircraft leases[102](index=102&type=chunk) [NOTE 15 – INCOME TAXES](index=23&type=section&id=NOTE%2015%20%E2%80%93%20INCOME%20TAXES) This note details the Company's effective tax rate and the impact of Exchange Transactions on deferred tax assets and the Tax Receivable Agreement liability - The Company's effective tax rate was **5.29%** for Q1 2025, compared to **2.03%** for Q1 2024, primarily due to the portion of earnings attributable to non-controlling interest[103](index=103&type=chunk) - Exchange Transactions in Q1 2025 resulted in a **$32.7 million** increase in deferred tax assets and a **$45.9 million** increase in the TRA liability, with the offset recorded as an adjustment to equity[105](index=105&type=chunk) [NOTE 16 – STOCK-BASED COMPENSATION](index=23&type=section&id=NOTE%2016%20%E2%80%93%20STOCK-BASED%20COMPENSATION) This note provides details on RSU activity, stock-based compensation expense, and unrecognized compensation expense related to unvested awards RSU Activity (Shares) | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Unvested - beginning of period | 19,997,692 | 7,867,321 | | Granted | 2,145,576 | 1,198,345 | | Vested | (344,957) | (1,426,590) | | Forfeited | (448,619) | (138,135) | | Unvested - end of period | 21,349,692 | 7,500,941 | - Stock-based compensation expense was **$8.3 million** for Q1 2025, up from **$5.9 million** in Q1 2024[106](index=106&type=chunk) - As of March 31, 2025, **$116.7 million** of unrecognized compensation expense related to unvested awards is expected to be recognized over a weighted average period of **3.9 years**[106](index=106&type=chunk) [NOTE 17 – EARNINGS PER SHARE](index=23&type=section&id=NOTE%2017%20%E2%80%93%20EARNINGS%20PER%20SHARE) This note explains the two-class method for calculating earnings per share for Class A and Class B common stock and presents key EPS metrics - The Company applies the two-class method for calculating earnings per share for Class A and Class B common stock, allocating undistributed earnings equally on a per-share basis[107](index=107&type=chunk) Earnings (Loss) Per Share of Class A Common Stock | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) attributable to UWMC | $(13,679) | $8,730 | | Basic EPS | $(0.08) | $0.09 | | Diluted EPS | $(0.12) | $0.09 | | Weighted average shares outstanding (Basic) | 164,100,022 | 94,365,991 | | Weighted average shares outstanding (Diluted) | 1,598,383,240 | 1,598,647,205 | [NOTE 18 – SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%2018%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note discloses subsequent events, including the declaration of a cash dividend on Class A common stock and a proportional distribution to SFS Corp - Subsequent to March 31, 2025, the Board declared a cash dividend of **$0.10 per share** on Class A common stock, payable July 10, 2025, and approved a proportional distribution to SFS Corp. payable around the same date[112](index=112&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, and cash flows for the three months ended March 31, 2025, compared to the same period in 2024. It covers the business overview, components of revenue and expenses, a summary of financial performance, non-GAAP measures, detailed results of operations, liquidity and capital resources, critical accounting estimates, and forward-looking statements - UWM is the largest overall residential mortgage lender in the U.S., operating exclusively through the wholesale channel, focusing on conforming and government loans[114](index=114&type=chunk) - The company reported a net loss of **$247.0 million** for Q1 2025, a significant decrease from net income of **$180.5 million** in Q1 2024, primarily due to MSR valuation adjustments[123](index=123&type=chunk)[149](index=149&type=chunk) - Adjusted EBITDA for Q1 2025 was **$57.8 million**, down from **$101.5 million** in Q1 2024[123](index=123&type=chunk)[129](index=129&type=chunk) [Business Overview](index=25&type=section&id=Business%20Overview) This section provides an overview of UWM's position as the largest U.S. residential mortgage lender, its operational model, and its strategy for Mortgage Servicing Rights - UWM is the largest overall residential mortgage lender in the U.S. by closed loan volume, operating exclusively through the wholesale channel[114](index=114&type=chunk) - For Q1 2025, **92%** of originated loans were sold to Fannie Mae, Freddie Mac, or Ginnie Mae pools, with the remainder including non-agency jumbo loans and non-qualified mortgage products[115](index=115&type=chunk) - The company generally retains Mortgage Servicing Rights (MSRs) for the majority of its production but opportunistically sells them based on market conditions[116](index=116&type=chunk) [Components of Revenue](index=25&type=section&id=Components%20of%20Revenue) This section identifies the three primary components of the Company's revenue: loan production income, loan servicing income, and interest income - Revenue is generated from three primary components: loan production income, loan servicing income, and interest income[119](index=119&type=chunk) - Loan production income includes primary gain (loss), loan origination fees, provision for representation and warranty obligations, and capitalization of MSRs[120](index=120&type=chunk)[125](index=125&type=chunk) [Components of Operating Expenses](index=26&type=section&id=Components%20of%20Operating%20Expenses) This section lists the various categories of operating expenses, including personnel costs, direct loan production costs, marketing, and general administrative expenses - Operating expenses include salaries, commissions and benefits, direct loan production costs, marketing, travel and entertainment, depreciation and amortization, servicing costs, general and administrative, interest expense, and other expense (income)[122](index=122&type=chunk) [Three Months Ended March 31, 2025 and 2024 Summary](index=26&type=section&id=Three%20Months%20Ended%20March%2031,%202025%20and%202024%20Summary) This section provides a summary of key financial and operational highlights, including loan originations, net income (loss), and Adjusted EBITDA for the periods presented Key Financial and Operational Highlights (in thousands) | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | Change ($) | Change (%) | | :---------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Loan originations | $32,351,776 | $27,630,535 | $4,721,241 | 17.1% | | Net income (loss) | $(247,028) | $180,531 | $(427,559) | -236.8% | | Adjusted EBITDA | $57,803 | $101,490 | $(43,687) | -43.0% | [Non-GAAP Financial Measures](index=26&type=section&id=Non-GAAP%20Financial%20Measures) This section defines Adjusted EBITDA as a non-GAAP measure and provides a reconciliation from net income (loss), detailing adjustments for non-cash and non-operating items - Adjusted EBITDA is a non-GAAP measure used to evaluate operating performance, excluding interest expense on non-funding debt, income taxes, depreciation, amortization, stock-based compensation, MSR valuation changes, and other non-cash items[127](index=127&type=chunk) Reconciliation of Net Income (Loss) to Adjusted EBITDA (in thousands) | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) | $(247,028) | $180,531 | | Interest expense on non-funding debt | $50,081 | $40,243 | | Provision (benefit) for income taxes | $(13,788) | $3,733 | | Depreciation and amortization | $11,340 | $11,340 | | Stock-based compensation expense | $8,310 | $5,876 | | Change in fair value of MSRs due to valuation inputs or assumptions | $250,821 | $(141,059) | | Deferred compensation, net | $914 | $1,063 | | Change in fair value of Public and Private Warrants | $(685) | $(686) | | Change in Tax Receivable Agreement liability | $(442) | $180 | | Change in fair value of investment securities | $(1,721) | $269 | | Adjusted EBITDA | $57,803 | $101,490 | [Results of Operations for the Three Months Ended March 31, 2025 and 2024](index=28&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031,%202025%20and%202024) This section provides a detailed analysis of the Company's financial performance, examining changes in revenue, expenses, and net income (loss) for the three months ended March 31, 2025, and 2024 [Loan production income](index=30&type=section&id=Loan%20production%20income) This section analyzes changes in loan production income, including origination volume by type, primary loss, origination fees, and MSR capitalization Loan Origination Volume by Type (in thousands) | Loan Type | Three months ended March 31, 2025 | Three months ended March 31, 2024 | Change ($) | Change (%) | | :---------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Total purchase | $21,747,037 | $22,121,429 | $(374,392) | -1.69% | | Total refinance | $10,604,739 | $5,509,106 | $5,095,633 | 92.50% | | Total loan origination volume | $32,351,776 | $27,630,535 | $4,721,241 | 17.10% | Components of Loan Production Income (in thousands) | Component | Three months ended March 31, 2025 | Three months ended March 31, 2024 | Change ($) | Change (%) | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Primary loss | $(532,720) | $(314,098) | $(218,622) | 69.6% | | Loan origination fees | $112,275 | $87,563 | $24,712 | 28.2% | | Provision for representation and warranty obligations | $(10,375) | $(10,462) | $87 | -0.8% | | Capitalization of MSRs | $735,571 | $535,951 | $199,620 | 37.2% | | Loan production income | $304,751 | $298,954 | $5,797 | 1.9% | | Gain margin | 0.94% | 1.08% | -0.14% | -12.96% | - The increase in loan production volume was primarily driven by higher refinance volume due to pricing incentives and an increase in average loan amount[138](index=138&type=chunk) [Loan servicing income and servicing costs](index=32&type=section&id=Loan%20servicing%20income%20and%20servicing%20costs) This section examines trends in loan servicing income and associated costs, along with key metrics of the servicing portfolio, including UPB and weighted average service fee Loan Servicing Income and Costs (in thousands) | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | Change ($) | Change (%) | | :-------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Loan servicing income | $190,517 | $184,702 | $5,815 | 3.1% | | Servicing costs | $30,434 | $30,324 | $110 | 0.4% | - Loan servicing income increased by **3.1%** due to an increase in the portfolio weighted average servicing fee, despite a decline in the average servicing portfolio[139](index=139&type=chunk) Servicing Portfolio Metrics | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | UPB of loans serviced (in thousands) | $214,615,072 | $242,405,767 | | Number of loans serviced | 589,259 | 729,781 | | Weighted average service fee | 0.3544% | 0.3333% | [Interest income and Interest expense](index=33&type=section&id=Interest%20income%20and%20Interest%20expense) This section analyzes changes in interest income and expense, distinguishing between funding facilities and non-funding debt, and their impact on net interest income Interest Income and Expense (in thousands) | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | Change ($) | Change (%) | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Interest income | $118,102 | $101,863 | $16,239 | 15.9% | | Interest expense on funding facilities | $70,329 | $58,425 | $11,904 | 20.4% | | Net interest income | $47,773 | $43,438 | $4,335 | 10.0% | | Interest expense on non-funding debt | $50,081 | $40,243 | $9,838 | 24.4% | | Total interest expense | $120,410 | $98,668 | $21,742 | 22.0% | - Net interest income increased by **10%** due to higher interest income from increased average balances of mortgage loans at fair value, partially offset by higher interest expense on funding facilities[142](index=142&type=chunk) - Interest expense on non-funding debt increased primarily due to interest on the **$800.0 million** of 2030 Senior Notes issued in December 2024[143](index=143&type=chunk) [Change in Fair Value of Mortgage Servicing Rights](index=33&type=section&id=Change%20in%20Fair%20Value%20of%20Mortgage%20Servicing%20Rights) This section details the significant decrease in the fair value of MSRs, attributing it to changes in valuation inputs, assumptions, and cash flow realization - The fair value of MSRs decreased by **$388.6 million** in Q1 2025, a significant change from a **$15.6 million** decrease in Q1 2024[144](index=144&type=chunk) - The Q1 2025 decrease was mainly due to a **$250.8 million** decline from changes in valuation inputs/assumptions (market interest rates) and a **$123.1 million** decline from cash flow realization/decay[144](index=144&type=chunk) [Other costs](index=33&type=section&id=Other%20costs) This section analyzes the increase in other operating costs, including salaries, direct loan production, marketing, and general and administrative expenses Other Costs (in thousands) | Category | Three months ended March 31, 2025 | Three months ended March 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Salaries, commissions and benefits | $192,800 | $154,241 | $38,559 | 25.0% | | Direct loan production costs | $43,127 | $31,436 | $11,691 | 37.2% | | Marketing, travel, and entertainment | $22,190 | $19,111 | $3,079 | 16.1% | | General and administrative | $68,148 | $40,809 | $27,339 | 67.0% | | Other income | $(2,848) | $(237) | $(2,611) | 1101.7% | | Total Other costs | $334,757 | $256,700 | $78,057 | 30.4% | - The **30.4%** increase in other costs was primarily driven by higher salaries, commissions and benefits due to increased team member count, and increased general and administrative expenses[147](index=147&type=chunk) [Income Taxes](index=34&type=section&id=Income%20Taxes) This section explains the shift from an income tax provision to a benefit, driven by decreased pre-tax income and increased ownership in Holdings LLC - The Company recorded a **$13.8 million** income tax benefit in Q1 2025, compared to a **$3.7 million** provision in Q1 2024, due to decreased pre-tax income attributable to the Company and increased ownership in Holdings LLC[148](index=148&type=chunk) [Net income (loss)](index=34&type=section&id=Net%20income%20(loss)) This section summarizes the net loss for Q1 2025, attributing it to increased negative MSR valuation adjustments and higher total expenses, and details the loss attributable to UWM Holdings Corporation - Net loss was **$247.0 million** for Q1 2025, a **$427.6 million** decrease from net income of **$180.5 million** in Q1 2024, primarily due to increased negative MSR valuation adjustments and higher total expenses[149](index=149&type=chunk) - Net loss attributable to UWM Holdings Corporation was **$13.7 million** in Q1 2025, compared to net income of **$8.7 million** in Q1 2024, reflecting its approximate **13%** and **6%** ownership interest in Holdings LLC, respectively[150](index=150&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's primary sources and uses of liquidity, including funding facilities, MSR sales, and cash flow from operations, and assesses its ability to meet future obligations [Overview](index=34&type=section&id=Overview) This section outlines the Company's primary liquidity sources and uses of funds, affirming the sufficiency of current resources for operations and loan originations - Primary liquidity sources include borrowings (warehouse facilities), cash flow from operations (loan sales, origination fees, servicing income, interest income), and MSR sales[151](index=151&type=chunk) - Primary uses of funds include loan originations, MSR retention, interest and operating expenses, and dividends/distributions[160](index=160&type=chunk) - The Company believes its current cash and liquidity sources are sufficient to maintain operations and fund loan originations for the next twelve months, including the upcoming maturity of the 2025 Senior Notes[155](index=155&type=chunk) [Loan Funding Facilities](index=35&type=section&id=Loan%20Funding%20Facilities) This section describes warehouse facilities as the primary short-term funding source for mortgage loan originations and confirms compliance with all associated covenants - Warehouse facilities are the primary short-term funding source for mortgage loan originations, typically financing **97-98%** of the principal balance[156](index=156&type=chunk) - The Company was in compliance with all operating and financial covenants under its warehouse facilities as of March 31, 2025[166](index=166&type=chunk) Warehouse Facilities and Amounts Advanced (in thousands) | Facility Type | Current Line Amount as of March 31, 2025 | Total Advanced Against Line as of March 31, 2025 | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | | Master Repurchase Agreements | $12.85 Billion | $7,531,099 | | Early Funding (ASAP+ & EF) | $1.35 Billion | $42,040 | | Total | $14.2 Billion | $7,573,139 | [Other Financing Facilities](index=37&type=section&id=Other%20Financing%20Facilities) This section details the Company's outstanding Senior Unsecured Notes and MSR financing facilities, including their capacities, outstanding amounts, and weighted average interest rates - The Company has four series of Senior Unsecured Notes outstanding: **2025 ($800M, 5.500%)**, **2027 ($500M, 5.750%)**, **2029 ($700M, 5.500%)**, and **2030 ($800M, 6.625%)**[167](index=167&type=chunk)[168](index=168&type=chunk)[170](index=170&type=chunk)[172](index=172&type=chunk) - The Company maintains Conventional MSR Facility (**$1.5 billion** uncommitted capacity) and Ginnie Mae MSR Facility (**$500.0 million** uncommitted capacity) to finance MSRs, with **$125.0 million** outstanding on each as of March 31, 2025[175](index=175&type=chunk)[177](index=177&type=chunk)[179](index=179&type=chunk) - The weighted average interest rate for MSR facilities was **7.32%** for Q1 2025, down from **9.07%** for Q1 2024[181](index=181&type=chunk) [Excess Servicing Cash Flow Transactions](index=39&type=section&id=Excess%20Servicing%20Cash%20Flow%20Transactions) This section explains the Company's strategy of selling excess servicing fee cash flows to generate liquidity and reports the proceeds from these transactions - The Company sells excess servicing fee cash flows on certain agency loans to generate liquidity, retaining the base servicing fee obligation[182](index=182&type=chunk) - Proceeds from these sales were approximately **$184.6 million** in Q1 2025, up from **$150.9 million** in Q1 2024[182](index=182&type=chunk) [Revolving Credit Facility](index=39&type=section&id=Revolving%20Credit%20Facility) This section describes UWM's unsecured revolving credit facility with SFS Corp. and confirms no outstanding amounts as of March 31, 2025 - UWM has a **$500.0 million** unsecured revolving credit facility with SFS Corp. as the lender, which automatically renews annually[183](index=183&type=chunk)[184](index=184&type=chunk) - No amounts were outstanding under this facility as of March 31, 2025[185](index=185&type=chunk) [Borrowings Against Investment Securities](index=40&type=section&id=Borrowings%20Against%20Investment%20Securities) This section details outstanding borrowings under sale and repurchase agreements collateralized by retained beneficial interests in securitization trusts, including financing terms - The Company had **$88.8 million** outstanding as of March 31, 2025, under sale and repurchase agreements collateralized by retained beneficial interests in securitization trusts[186](index=186&type=chunk) - These borrowings are financed at approximately **73%** of the outstanding principal balance, with remaining terms of one to three months[187](index=187&type=chunk) [Finance Leases](index=40&type=section&id=Finance%20Leases) This section reports the total finance lease liabilities, highlighting the portion related to leases with related parties as of March 31, 2025 - As of March 31, 2025, finance lease liabilities totaled **$24.4 million**, with **$24.2 million** related to leases with related parties[188](index=188&type=chunk) [Cash flow data for the three months ended March 31, 2025 and 2024](index=40&type=section&id=Cash%20flow%20data%20for%20the%20three%20months%20ended%20March%2031,%202025%20and%202024) This section summarizes cash flow activities, highlighting the significant shift in operating and financing cash flows between Q1 2024 and Q1 2025 Cash Flow Summary (in thousands) | Cash Flow Activity | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by (used in) operating activities | $593,898 | $(2,202,740) | | Net cash provided by investing activities | $928,391 | $1,287,502 | | Net cash (used in) provided by financing activities | $(1,544,604) | $1,023,409 | | Net (decrease) increase in cash and cash equivalents | $(22,315) | $108,171 | - Operating cash flow significantly improved year-over-year, shifting from a **$2.2 billion** use in Q1 2024 to a **$593.9 million** provision in Q1 2025, driven by a decrease in mortgage loans at fair value[190](index=190&type=chunk) - Financing activities shifted from providing **$1.0 billion** in Q1 2024 to using **$1.5 billion** in Q1 2025, primarily due to net repayments under warehouse lines of credit[192](index=192&type=chunk) [Contractual Obligations](index=41&type=section&id=Contractual%20Obligations) This section identifies material cash requirements, including debt payments, lease obligations, and tax distributions, and details recent dividend and distribution declarations - Material cash requirements include interest and principal payments on Senior Notes, borrowings against investment securities, MSR facilities, lease agreements, and required tax distributions to SFS Corp[193](index=193&type=chunk) - In Q1 2025, the Board declared a **$0.10 per share** dividend on Class A common stock (**$18.8 million**) and approved a proportional **$141.1 million** distribution to SFS Corp., both paid on April 10, 2025[194](index=194&type=chunk) [Repurchase and indemnification obligations](index=41&type=section&id=Repurchase%20and%20indemnification%20obligations) This section explains the Company's exposure to repurchase and indemnification obligations for sold loans and the methodology for establishing a related reserve - The Company is subject to repurchase and indemnification obligations for loans sold to investors if underwriting or documentation standards are not met[197](index=197&type=chunk) - A reserve is established based on an assessment of contingent and non-contingent obligations, including expected losses and frequency[197](index=197&type=chunk) [Interest rate lock commitments, loan sale and forward commitments, and other interest rate derivatives](index=41&type=section&id=Interest%20rate%20lock%20commitments,%20loan%20sale%20and%20forward%20commitments,%20and%20other%20interest%20rate%20derivatives) This section describes the Company's off-balance sheet financial instruments, including IRLCs, commitments to sell loans, and forward commitments to sell MBS, and their notional amounts - The Company is party to financial instruments with off-balance sheet risk, including IRLCs, commitments to sell loans, and forward commitments to sell MBS[198](index=198&type=chunk)[199](index=199&type=chunk) Notional Amounts of Commitments (in thousands) | Commitment Type | March 31, 2025 | December 31, 2024 | | :--------------------------------------- | :------------- | :---------------- | | Interest rate lock commitments—fixed rate | $11,443,657 | $7,661,650 | | Interest rate lock commitments—variable rate | $110,010 | $7,742 | | Commitments to sell loans | $2,883,297 | $2,240,558 | | Forward commitments to sell mortgage-backed securities | $13,826,131 | $12,601,895 | [Critical Accounting Estimates and Use of Significant Estimates](index=43&type=section&id=Critical%20Accounting%20Estimates%20and%20Use%20of%20Significant%20Estimates) This section identifies critical accounting estimates, including those for mortgage loans, MSRs, derivatives, and representations and warranties, noting no significant policy changes - Critical accounting estimates include accounting for mortgage loans held at fair value and revenue recognition, mortgage servicing rights, derivative financial instruments, and representations and warranties reserve[202](index=202&type=chunk) - There were no significant changes to the Company's critical accounting policies, methodologies, or processes since the 2024 Annual Report on Form 10-K[202](index=202&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=44&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section advises that the report contains forward-looking statements subject to risks and uncertainties related to market conditions, financing, and regulatory changes - The report contains forward-looking statements related to future financial performance, business strategies, loan originations, interest rate risks, hedging, and macroeconomic conditions[204](index=204&type=chunk)[205](index=205&type=chunk) - These statements involve estimates and assumptions subject to risks and uncertainties, including dependence on market conditions, financing facilities, ability to sell loans/MSRs, and regulatory changes[204](index=204&type=chunk)[205](index=205&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the Company's exposure to various market risks, including interest rate risk, credit risk, and counterparty risk, and outlines the strategies employed to manage these risks, such as hedging activities and stringent underwriting standards - The Company is subject to interest rate, credit, and counterparty risks that can affect its operations and profitability[207](index=207&type=chunk) - Loan origination business provides a natural hedge to servicing, as volumes increase in declining rates while MSR values decrease, and vice versa[208](index=208&type=chunk) [Interest rate risk](index=45&type=section&id=Interest%20rate%20risk) This section analyzes how interest rate fluctuations impact origination volume, MSR valuations, and hedging activities, including the use of TBA securities - Interest rate risk impacts origination volume, MSR valuations, IRLCs, mortgage loans at fair value, and net interest margin from funding facilities[208](index=208&type=chunk) - The Company primarily uses forward agency or Ginnie Mae To Be Announced (TBA) securities to hedge IRLCs and mortgage loans at fair value[209](index=209&type=chunk) Estimated Change in Fair Value from Hypothetical Interest Rate Shifts (in thousands) as of March 31, 2025 | Asset/Liability | Down 25 bps | Up 25 bps | | :-------------------------- | :---------- | :-------- | | Mortgage loans at fair value | $42,483 | $(51,149) | | MSRs | $(193,323) | $198,076 | | IRLCs | $62,545 | $(78,286) | | Total change in assets | $(88,295) | $68,641 | | FLSCs | $(110,884) | $127,322 | | Total change in liabilities | $(110,884) | $127,322 | [Credit risk](index=47&type=section&id=Credit%20risk) This section addresses credit risk arising from borrower default and repurchase obligations, detailing mitigation strategies and key loan portfolio quality metrics - Credit risk arises from borrower default and repurchase/indemnification obligations, mitigated by stringent underwriting standards and fraud detection[214](index=214&type=chunk) - For Q1 2025, originated loans had a weighted average loan-to-value ratio of **81.64%** and a weighted average FICO score of **736**, indicating a high-quality loan portfolio[214](index=214&type=chunk) [Counterparty risk](index=47&type=section&id=Counterparty%20risk) This section discusses counterparty risk from financing and hedging activities, outlining management strategies such as selecting strong counterparties and using master netting agreements - Counterparty risk stems from financing facilities and hedging activities, managed by selecting financially strong counterparties, diversifying risk, and using master netting agreements[215](index=215&type=chunk)[217](index=217&type=chunk) - The Company incurred no losses due to nonperformance by any counterparties during Q1 2025 or Q1 2024[216](index=216&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the company's disclosure controls and procedures and internal control over financial reporting, confirming their effectiveness as of March 31, 2025, with no material changes reported during the quarter - The Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025[220](index=220&type=chunk) - There were no changes in internal control over financial reporting during Q1 2025 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[221](index=221&type=chunk) [Disclosure Controls and Procedures](index=47&type=section&id=Disclosure%20Controls%20and%20Procedures) This section describes the design of disclosure controls and procedures to ensure timely and accurate reporting of information required by the Exchange Act - Disclosure controls and procedures are designed to ensure timely recording, processing, summarizing, and reporting of information required under the Exchange Act[218](index=218&type=chunk) [Changes in Internal Control over Financial Reporting](index=48&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section confirms that no material changes in internal control over financial reporting occurred during the quarter ended March 31, 2025 - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2025[221](index=221&type=chunk) [PART II - OTHER INFORMATION](index=48&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information, including updates on legal proceedings, changes to risk factors, and other disclosures not covered in the financial statements [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) This section provides updates on legal and regulatory matters, including new complaints filed against the company related to alleged improper influence on mortgage brokers in Ohio and a 401(k) plan forfeiture dispute. It also discusses changes to risk factors, particularly regarding reliance on third-party sub-servicers and the ability to sell loans and MSRs - The Company is routinely involved in consumer complaints, regulatory actions, and legal proceedings in the ordinary course of business[223](index=223&type=chunk) - The Ohio Attorney General filed a complaint against UWM alleging improper influence on mortgage brokers to steer borrowers to UWM at excessive pricing and fees[225](index=225&type=chunk) - A 401(k) Complaint was filed alleging UWM's 401(k) plan forfeitures should have been used for plan expenses instead of future employer contributions[226](index=226&type=chunk) [Legal Proceedings Details](index=48&type=section&id=Legal%20Proceedings%20Details) This section details new legal complaints, including the Ohio AG Complaint regarding mortgage broker influence and a 401(k) plan forfeiture dispute, and the Company's defense stance - The Ohio AG Complaint, filed April 17, 2025, largely mirrors the Escue Complaint, asserting allegations under Ohio law regarding UWM's influence on mortgage brokers[225](index=225&type=chunk) - The 401(k) Complaint, filed April 28, 2025, alleges UWM's 401(k) plan forfeitures were improperly used, seeking class certification and monetary damages[226](index=226&type=chunk) - UWM denies the allegations in both complaints and intends to vigorously defend them[225](index=225&type=chunk)[226](index=226&type=chunk) [Risk Factors](index=48&type=section&id=Risk%20Factors) This section highlights changes in risk factors, particularly concerning the Company's reliance on third-party sub-servicers and the implications of terminating Mr. Cooper as a sub-servicer - The Company relies on third-party sub-servicers for MSRs and plans to terminate Mr. Cooper as a sub-servicer due to its acquisition by a competitor, developing internal servicing operations[227](index=227&type=chunk)[228](index=228&type=chunk) - The termination of Mr. Cooper and development of internal servicing are expected to incur material expenses and capital costs[228](index=228&type=chunk) - Disruption in the MSR purchase market due to the Mr. Cooper acquisition could adversely impact the cost and liquidity of the MSR market, affecting the Company's liquidity or results of operations[233](index=233&type=chunk) [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information) This section discloses the adoption of a Rule 10b5-1 trading arrangement by SFS Holding Corp., which allows for the potential sale of up to 80 million shares of the Company's Class A common stock - SFS Holding Corp. adopted a Rule 10b5-1 trading arrangement on March 17, 2025, for the potential sale of up to **80,000,000 shares** of Class A common stock[235](index=235&type=chunk) - Sales under this plan may occur from June 17, 2025, until June 15, 2026, or earlier if all shares are sold[235](index=235&type=chunk) - Mr. Mat Ishbia, the Company's Chairman and CEO, and other directors have an indirect pecuniary interest in the Paired Interests held by SFS Corp[235](index=235&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, the Executive Officer Clawback Policy, and various XBRL taxonomy documents - Key exhibits include Certifications of CEO and CFO (**31.1, 31.2, 32.1, 32.2**), UWM Holdings Corporation Executive Officer Clawback Policy (**97**), and various XBRL documents (**101.0 INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104.0**)[238](index=238&type=chunk) [Signatures](index=52&type=section&id=Signatures) This section formally concludes the report, confirming its due authorization and signing by the registrant's Chief Financial Officer - The report was signed on May 6, 2025, by Rami Hasani, Executive Vice President, Chief Financial Officer of UWM Holdings Corporation[242](index=242&type=chunk)