UWM Holdings Corporation

10/05/2026 | Press release | Distributed by Public on 10/05/2026 15:20

CONSULT D.F. KING, YOUR BANK OR BROKER AS TO ANY QUESTIONS (Form 8-K)

CONSULT D.F. KING,
YOUR BANK OR BROKER AS TO ANY
QUESTIONS
The following instructions relate to a rights offering (the "rights offering") by UWM Holdings Corporation, a Delaware corporation (the "Company"), to the holders of record (the "record holders") of its Class A common stock, par value $0.0001 per share (the "Class A common stock"), as described in the Company's Prospectus Supplement, dated September 29, 2026 (together with the accompanying prospectus, the "Prospectus"). Record holders of Class A common stock as of 5:00 p.m., Eastern Time, on October 2, 2026 (the "record date") are receiving transferable subscription rights (the "rights") to purchase shares of Class A common stock. An aggregate of up to 200,000,000 shares of Class A common stock are being offered by the Prospectus. Each record holder will receive one right for every share of Class A common stock owned of record as of the record date.
The rights will expire, if not exercised, by 5:00 p.m. Eastern Time on November 12, 2026 (the "expiration date"), unless extended by the Company with the consent of the Backstop Purchasers (as defined in the Prospectus). After the expiration date, unexercised rights will be null and void. The Company will not be obligated to honor any purported exercise of rights received by Equiniti Trust Company, LLC (the "subscription agent") after 5:00 p.m. Eastern Time on the expiration date, regardless of when the documents relating to such exercise were sent. If the Company's board of directors extends the rights offering, the Company will issue a press release notifying stockholders of the extension of the expiration date as promptly as practical, but in no event later than 9:00 a.m. Eastern Time on the next business day following the most recently announced expiration date. The rights are evidenced by rights certificates (the "rights certificates").
Each right allows the holder thereof to purchase 0.57 shares of Class A common stock offered at a subscription price per share (the "subscription price") equal to the greater of: (i) $2.00; and (ii) 85% of the volume-weighted average price per share of Class A common stock during the ten (10) consecutive trading days ending on the third trading day immediately prior to the expiration of the rights offering.
In addition, rights holders who fully exercise their basic subscription right will be entitled to subscribe for additional shares of Class A common stock that remain unsubscribed as a result of any unexercised basic subscription rights (the "over-subscription right"). The over-subscription right allows a rights holder to subscribe for additional shares of Class A common stock at the subscription price on a pro rata basis if any shares are not purchased by other holders of subscription rights under their basic subscription rights as of the expiration date. "Pro rata" means in proportion to the number of shares of Class A common stock that you and the other rights holders have subscribed for under the over-subscription right.
You may exercise your over-subscription right only if you have exercised your basic subscription right in full and other holders of rights do not exercise their basic subscription rights in full. If there are not enough shares of Class A common stock to satisfy all subscriptions made under the over-subscription right, the Company will allocate the remaining shares of Class A common stock pro rata, after eliminating all fractional shares, among those over-subscribing rights holders. For purposes of determining if you have fully exercised your basic subscription right, the Company will consider only the basic subscription right held by you in the same capacity. See "The Rights Offering-Basic Subscription Rights and Over-Subscription Rights" in the Prospectus.


The number of rights to which you are entitled is printed on the face of your rights certificate. You should indicate your wishes with regard to the exercise of your rights by completing the appropriate portions of your rights certificate and returning the certificate to the subscription agent pursuant to the procedures described in the Prospectus.
YOUR SUBSCRIPTION RIGHTS CERTIFICATE AND SUBSCRIPTION PRICE PAYMENT, BY PERSONAL CHECK DRAWN UPON A UNITED STATES BANK, MUST BE ACTUALLY RECEIVED BY THE SUBSCRIPTION AGENT ON OR BEFORE 5:00 P.M. EASTERN TIME, ON THE EXPIRATION DATE. ONCE A HOLDER OF RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION RIGHT AND THE OVER-SUBSCRIPTION RIGHT, SUCH EXERCISE MAY NOT BE REVOKED. RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE OF THE RIGHTS OFFERING WILL EXPIRE WITHOUT VALUE.
1.Method of Subscription-Exercise of rights.
To exercise rights, complete your rights certificate and send the properly completed and executed rights certificate evidencing such rights, with any signatures required to be guaranteed so guaranteed, together with payment in full of the subscription price for each share of Class A common stock subscribed for pursuant to the basic subscription right and the over-subscription right, to the subscription agent so that it will be actually received by the subscription agent on or prior to 5:00 p.m. Eastern Time on the expiration date. The subscription agent will hold your payment of the subscription price in a segregated account with other payments received from other rights holders until the Company issues your shares of Class A common stock upon completion of the rights offering, and after all pro rata allocations and adjustments have been completed and upon payment of the subscription price for such shares. All payment of the subscription price must be made in United States dollars for the full number of shares of Class A common stock for which you are subscribing by personal check drawn upon a United States bank payable to Equiniti Trust Company, LLC as subscription agent. Please reference your rights certificate number on your check. Payments will be deemed to have been received by the subscription agent only upon receipt by the subscription agent of a personal check drawn upon a United States bank.
The rights certificate and payment of the subscription price must be delivered to the subscription agent by one of the methods described below:
By Mail:
Equiniti Trust Company, LLC
Operations Center
Attn: Onbase - Reorganization Depart.
1110 Centre Pointe Curve, Suite # 101
Mendota Heights, MN 55120
By Overnight Courier:
Equiniti Trust Company, LLC
1110 Centre Pointe Curve, Suite # 101
Mendota Heights, MN 55120
Attn: Onbase - Reorganization Depart.
Telephone Number for Confirmation: (877) 248-6417
Information agent: D.F. King & Co., Inc.


Delivery to any address or by a method other than those set forth above will not constitute valid delivery.
If you have any questions, require assistance regarding the method of exercising rights or require additional copies of relevant documents, please contact the information agent, D.F. King, at: (866) 406-2284 (toll-free) or by email at [email protected]
When making arrangements with your bank or broker for the delivery of funds on your behalf, you may also request such bank or broker to exercise the rights certificate on your behalf.
Banks, brokers, and other nominee holders of rights who exercise the basic subscription right and the over-subscription right on behalf of beneficial owners of rights will be required to certify to the subscription agent and the Company, in connection with the exercise of the over-subscription right, as to the aggregate number of rights that have been exercised and the number of shares of Class A common stock that are being subscribed for pursuant to the over-subscription right, by each beneficial owner of rights (including such nominee itself) on whose behalf such nominee holder is acting. If there are not enough shares of Class A common stock to satisfy all subscriptions made under the over-subscription right, the Company will allocate the remaining shares of Class A common stock pro rata, after eliminating all fractional shares, among those over-subscribing rights holders. "Pro rata" means in proportion to the number of shares of Class A common stock that you and the other rights holders have subscribed for under the over-subscription right.
If the aggregate subscription price paid by you is insufficient to purchase the number of shares of Class A common stock subscribed for, or if no number of shares of Class A common stock to be purchased is specified, then you will be deemed to have exercised your rights under the basic subscription right to purchase shares of Class A common stock to the full extent of the payment tendered.
If the aggregate subscription price paid by you exceeds the amount necessary to purchase the number of shares of Class A common stock for which you have indicated an intention to subscribe, then the remaining amount will be returned to you by mail, without interest or deduction, promptly after the expiration date and after all pro rata allocations and adjustments contemplated by the terms of the rights offering have been effected.
2.Issuance of Class A common stock.
Promptly following the expiration of the rights offering, and the valid exercise of rights pursuant to the basic subscription right and over-subscription right, and after all pro rata allocations and adjustments contemplated by the terms of the rights offering have been effected, the following deliveries and payments will be made to the address shown on the face of your rights certificate, or, if you hold your shares in book-entry form, such deliveries and payments will be in the form of a credit to your account, unless you provide instructions to the contrary in your rights certificate:
a.Basic subscription right: The subscription agent will deliver to each exercising rights holder the number of shares of Class A common stock purchased pursuant to the basic subscription right. See "The Rights Offering-Basic Subscription Rights and Over-Subscription Rights-Basic Subscription Right" in the Prospectus.
b.Over-subscription right: The subscription agent will deliver to each rights holder who validly exercises the over-subscription right the number of shares of Class A common stock, if any, allocated to such rights holder pursuant to the over-subscription right (and after all pro rata allocations and adjustments have been completed with respect to the over-subscription and taking


into account the guaranteed delivery period). See "The Rights Offering-Basic Subscription Rights and Over-Subscription Rights-Over-Subscription Right" in the Prospectus.
c.Excess Cash Payments: The subscription agent will mail to each rights holder who exercises the over-subscription right any excess amount, without interest or deduction, received in payment of the subscription price for shares of Class A common stock that are subscribed for by such rights holder but not allocated to such rights holder pursuant to the over-subscription right. See "The Rights Offering-Basic Subscription Rights and Over-Subscription Rights-Return of Excess Payment" in the Prospectus.
3.Sale or Transfer of Rights.
The rights are transferable until close of trading on the NYSE on November 11, 2026, the last business day prior to the scheduled expiration date of the rights offering (or, if the offer is extended, on the business day immediately preceding the extended expiration date).
4.Fees and Expenses
The Company will pay all customary fees and expenses of the subscription agent and the information agent related to their acting in such roles in connection with the rights offering. The Company has also agreed to indemnify the dealer manager, the subscription agent and the information agent from certain liabilities that they may incur in connection with the rights offering.
5.Execution.
a.Execution by Registered Holder. The signature on the rights certificate must correspond with the name of the registered holder exactly as it appears on the face of the rights certificate without any alteration, enlargement or change. Persons who sign the rights certificate in a representative or other fiduciary capacity on behalf of a registered holder must indicate their capacity when signing and, unless waived by the subscription agent in its sole and absolute discretion, must present to the subscription agent satisfactory evidence of their authority so to act.
b.Execution by Person Other than Registered Holder. If the rights certificate is executed by a person other than the holder named on the face of the rights certificate, proper evidence of authority of the person executing the rights certificate must accompany the same unless, for good cause, the subscription agent dispenses with proof of authority.
c.Signature Guarantees. If you are neither a registered holder (or signing in a representative or other fiduciary capacity on behalf of a registered holder) nor an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, your signature must be guaranteed by such an eligible institution.
6.Method of Delivery to Subscription Agent.
The method of delivery of rights certificates and payment of the subscription price to the subscription agent will be at the election and risk of the rights holder, and it is recommended that such certificates and payments be sent by registered mail, properly insured, with return receipt requested and that a sufficient number of days be allowed to ensure delivery to the subscription agent and the clearance of payment prior to 5:00 p.m. Eastern Time on the expiration date.


7.Special Provisions Relating to the Delivery of Rights through the Depository Trust Company.
In the case of rights that are held of record through The Depository Trust Company ("DTC") or are held in "street name" with DTC participants, exercises of the basic subscription right and of the over-subscription right may be effected by instructing DTC to transfer rights from the DTC account of such holder to the DTC account of the subscription agent, together with certification as to the aggregate number of rights exercised and the number of shares of Class A common stock thereby subscribed for under the basic subscription right and the over-subscription right by each beneficial owner of rights on whose behalf such nominee is acting, and payment of the subscription price for each share of Class A common stock subscribed for pursuant to the basic subscription right and the over-subscription right. See the Company's "Letter to Stockholders Who Are Record Holders" and the "Form of Nominee Holder Certification."
8.Determinations Regarding the Exercise of Your Rights.
The Company will decide, in its sole discretion, all questions concerning the timeliness, validity, form, and eligibility of the exercise of your rights. Any such determinations by the Company will be final and binding. The Company, in its sole discretion, may waive, in any particular instance, any defect or irregularity or permit, in any particular instance, a defect or irregularity to be corrected within such time as the Company may determine. The Company will not be required to make uniform determinations in all cases. The Company may reject the exercise of any of your rights because of any defect or irregularity. The Company will not accept any exercise of rights until all irregularities have been waived by the Company or cured by you within such time as the Company decides, in its sole discretion.
Neither the Company, the dealer manager, the subscription agent, nor the information agent will be under any duty to notify you of any defect or irregularity in connection with your submission of rights certificates, and the Company will not be liable for failure to notify you of any defect or irregularity. The Company reserves the right to reject your exercise of rights if it determines that your exercise is not in accordance with the terms of the rights offering, as set forth in the Prospectus and these Instructions, or in proper form. The Company will also not accept the exercise of your rights if the issuance of shares of Class A common stock to you could be deemed unlawful under applicable law.

UWM Holdings Corporation published this content on October 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 05, 2026 at 21:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]