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UWM Holdings Corp

UWM Holdings CorpUWMC決算レポート

NYSE · 金融 · 住宅ローン業者及びローン代理店

United Wholesale Mortgage (UWM), formerly United Shore Financial Services, is an American wholesale mortgage lender headquartered in Pontiac, Michigan. UWM underwrites loans for independent brokers, and as of 2024 is the largest mortgage lender in the United States.

What changed in UWM Holdings Corp's 10-K — 2024 vs 2025

Top changes in UWM Holdings Corp's 2025 10-K

377 paragraphs added · 344 removed · 280 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

41 edited+21 added−14 removed66 unchanged
The loan is either placed into an investment portfolio (in the case of banks and typically only for certain loans with variable or shorter term fixed interest rates) or packaged together with other loans and sold as MBS to investors in the secondary market. 4 Table of Contents Leader in the Wholesale Channel UWM has been the largest wholesale lender in the U.S. since 2015, and through the first nine months of 2024, originated 43.5% of the loans closed through the wholesale channel and 8.4% of the first lien residential mortgages that closed during the first nine months of 2024 in all origination channels (based on data from Inside Mortgage Finance).
The loan is either placed into an investment portfolio (in the case of banks and typically only for certain loans with variable or shorter term fixed interest rates) or packaged together with other loans and sold as MBS to investors in the secondary market. 5 Table of Contents Leader in the Wholesale Channel UWM has been the largest wholesale lender in the U.S. since 2015, and through the first nine months of 2025, originated 42.5% of the loans closed through the wholesale channel and 8.4% of the first lien residential mortgages that closed during the first nine months of 2025 in all origination channels (based on data from Inside Mortgage Finance).
This team manages the interest rate risk for the business and is responsible for interest rate lock management policies and procedures, hedging the pipeline, managing warehouse facilities and associated 6 Table of Contents facility utilization and managing risk and sales of MSRs.
This team manages the interest rate risk for the business and is responsible for 7 Table of Contents interest rate lock management policies and procedures, hedging the pipeline, managing warehouse facilities and associated facility utilization and managing risk and sales of MSRs.
We celebrate our team members and all of the ir accomplishments through various events throughout the 10 Table of Contents year. From our annual company-wide family fair with thousands of smiling faces to the annual holiday party, we believe that it is important to focus on the health and happiness of our team members and their families.
We celebrate our team members and all of the ir accomplishments through various events throughout the year. From our annual company-wide family fair with thousands of smiling faces to the annual holiday party, we believe that it is important to focus on the health and happiness of our team members and their families.
For the year ended December 31, 2024, 89% of loans originated by UWM were sold to Fannie Mae or Freddie Mac, or were transferred to Ginnie Mae pools in the secondary market, while the remainder primarily include non-agency jumbo loans that are underwritten to the same “Qualified Mortgage" underwriting standards and have a similar risk profile but are sold to third party investors primarily due to loan size, construction loans, and non-qualified mortgage products, including home equity lines of credit (which in many instances are second liens) .
For the year ended December 31, 2025, approximately 90% of loans originated by UWM were sold to Fannie Mae or Freddie Mac, or were transferred to Ginnie Mae pools in the secondary market, while the remainder primarily include non-agency jumbo loans that are underwritten to the same “Qualified Mortgage" underwriting standards and have a similar risk profile but are sold to third party investors primarily due to loan size, construction loans, and non-qualified mortgage products, including home equity lines of credit (which in many instances are second liens) .
Once a pre-approval has been received, an Independent Mortgage Broker is able to seamlessly import the borrower’s information and documentation into our EASE TM LOS without the need for extra data entry. One of our underwriters then reviews the file and, based on the loan product and the financial and other information provided, makes an underwriting decision.
Once a pre-approval has been received, an Independent Mortgage Broker is able to seamlessly import the borrower’s information and documentation into our EASE TM Loan Origination System without the need for extra data entry. One of our underwriters then reviews the file and, based on the loan product and the financial and other information provided, makes an initial underwriting decision.
We contractually obligate our sub-servicers to maintain appropriate licenses where required, maintain their approved servicer status with the applicable agencies and adhere to the applicable agency, investor or credit owner servicing guidelines and requirements in their servicing of mortgage loans for us.
We contractually obligate our sub-servicer to maintain appropriate licenses where required, maintain its approved servicer status with the applicable agencies and adhere to the applicable agency, investor or credit owner servicing guidelines and requirements in its servicing of mortgage loans for us.
We believe this commitment to our team members is why we have been recognized again in 2024 for being a top workplace in the financial services industry. In a 2024 employee engagement survey, 96% of team members responded that they felt they belonged at UWM from a diversity and inclusion standpoint.
We believe this commitment to our team members is why we have been recognized again in 2025 for being a top workplace in the financial services industry. In a 2025 employee engagement survey, 97% of team members responded that they felt they belonged at UWM from a diversity and inclusion standpoint.
Our exclusive focus on the wholesale channel has resulted in relationships with over 13,000 independent broker businesses throughout the U.S., with over 55,000 associated loan officers—of which approximately 35,000 submitted a loan to us during 2024.
Our exclusive focus on the wholesale channel has resulted in relationships with over 13,000 independent broker businesses throughout the U.S., with over 57,000 associated loan officers—of which approximately 35,000 submitted a loan to us during 2025.
With TRAC+, UWM also handles the loan closing and disbursement processes normally managed by a title company, giving Independent Mortgage Brokers the option to close a loan without working with a third-party title company or settlement agent.
With TRAC+, UWM also handles the loan closing and disbursement processes normally managed by a title 6 Table of Contents company, giving Independent Mortgage Brokers the option to close a loan without working with a third-party title company or settlement agent.
As of December 31, 2024, approximately 45% of our team members were female and 41% of our team members that choose to identify their ethnicity identified as ethnically diverse. Continuous improvement is a primary focus of our strategic plan and one of our core pillars. We believe personal and professional growth accelerates careers while promoting productivity and innovation.
As of December 31, 2025, approximately 43% of our team members were female and 40% of our team members that choose to identify their ethnicity identified as ethnically diverse. Continuous improvement is a primary focus of our strategic plan and one of our core pillars. We believe personal and professional growth accelerates careers while promoting productivity and innovation.
Team Members Our team members are the secret to our success, and we believe our team is only as strong as we make it. As of December 31, 2024, we had approximately 9,100 team members, substant ially all of whom are based in our corporate campus in Pontiac, Michigan.
Team Members Our team members are the secret to our success, and we believe our team is only as strong as we make it. As of December 31, 2025, we had approximately 9,100 team members, substantially all of whom are based in our corporate campus in Pontiac, Michigan.
Our clients, the Independent Mortgage Brokers, have the initial communication with a potential borrower and they receive from the borrower the relevant financial and property information to run a credit check and obtain a pre-approval through one of the automated underwriting systems.
Our clients, the Independent Mortgage Brokers, have the initial communication with a potential borrower, obtain relevant financial and property information to run a credit check, and obtain a pre-approval through one of the automated underwriting systems, where applicable.
According to the Nationwide Multistate Licensing System ("NMLS"), as of September 30, 2024, there were approximately 360,000 federally registered mortgage loan officers in the U.S.
According to the Nationwide Multistate Licensing System ("NMLS" ), as of September 30, 2025, there were approximately 358,000 federally registered mortgage loan officers in the U.S.
To the extent we generate non-agency loans, these loans are typically sold under an incentive-based servicing structure which permits us to retain servicing and control the borrower experience. We retain MSRs for a period of time depending on business and liquidity considerations. When we sell MSRs, we typically sell them in the bulk MSR secondary market.
To the extent we generate non-agency loans, these loans are sold servicing released, or servicing retained which permits us to control the borrower experience. We retain MSRs for a period of time depending on business and liquidity considerations. When we sell MSRs, we typically sell them in the bulk MSR secondary market.
These laws include (i) the Truth-In-Lending Act (TILA), (ii) the Homeowners Protection Act (HPA), (iii) the Real Estate Settlement Procedures Act (RESPA), (iv) the Home Mortgage Disclosure Act (HMDA) and its implementing regulation, Regulation C, and (v) the Fair Debt Collections Practices Act (FDCPA).
These laws include (i) the Truth-In-Lending Act (TILA), (ii) the Homeowners Protection Act (HPA), (iii) the Real Estate Settlement Procedures Act (RESPA), (iv) the Home Mortgage Disclosure Act (HMDA), and (v) the Fair Debt Collections Practices Act (FDCPA); and the respective implementing regulations of each of these laws.
Because we exclusively work through the wholesale channel, loan officers that are not currently affiliated with independent brokers do not submit any loans to us. F or the last ten years, we have been the largest originator of residential mortgage loans in the country despite only doing business with a fraction of the market.
Bec ause we exclusively work through the wholesale channel, loan officers that are not currently affiliated with independent brokers do not submit any loans to us. For the last four years, we have been the largest overall originator of residential mortgage loans in the country despite only doing business with a fraction of the market.
We heavily invest in the development of each team member. We have approximately 250 training team members dedicated to providing our new hires and existing team members with the train ings and resources necessary to pursue their career paths and ensure compliance with our policies. In 2024, approximately 1.6 million training hours were delivered to team members.
We heavily invest in the development of each team member. We have approximately 240 training team members dedicated to providing our new hires and existing team members with the train ings and resources necessary to pursue their career paths and ensure compliance with our policies. In 2025 , approximately 1.0 million training hours wer e delivered to team members.
Loan closing speeds and costs to consumers are also positively impacted for clients who use our innovative Title Revi ew and Closing ("TRAC") and TRAC+ services, which provide an efficient alternative to utilizing a traditional lender title policy and title company.
Loan closing speeds and costs to consumers are also positively impacted for clients who use our innovative Title Review and Closing ("TRAC+") service, which provides an efficient alternative to utilizing a traditional lender title policy and title company.
We had receivables of $124.0 million and $148.7 million as of December 31, 2024 and December 31, 2023, respectively, which are due to us from the securitization trusts and/or borrowers. Competition Competition in the residential mortgage loan origination market is intense.
We had receivables of $151.6 million an d $124.0 million as of December 31, 2025 and December 31, 2024, respectively, which are due to us from the securitization trusts and/or borrowers. Competition Competition in the residential mortgage loan origination market is intense.
By leveraging in-house title counsel to review title related documents and issue attorney title opinion letters ("ATOL(s)"), UWM is able to streamline the title review process and facilitate a faster and easier experience for the 5 Table of Contents borrower.
By leveraging in-house review of title related documents and where applicable, issuing attorney title opinion letters ("ATOL(s)"), UWM is able to streamline the title review process and facilitate a faster and easier experience for the borrower.
For the years ended December 31, 2024 and December 31, 2023, we delivered an average of 16 and 17 business days, respectively, from loan application to clear to close, as compared to management's estimates of the industry average of 41 cal endar days for both years.
For the years ended December 31, 2025 and December 31, 2024, we delivered an average of 15 and 16 business days, respectively, from loan application to clear to close, as compared to management's estimates of the industry average of 39 and 41 calendar days for the years ended December 31, 2025 and December 31, 2024, respectively.
We are also subject to the laws, regulations and rules of the fifty states in which we operate and the District of Columbia. These laws, regulations and rules may differ by state and sometimes differ from federal standards, and are sometimes vague and subject to differing interpretations – all of which exposes us to legal and compliance risks.
These laws, regulations and rules may differ by state and sometimes differ from federal standards, and are sometimes vague and subject to differing interpretations – all of which exposes us to legal and compliance risks.
I n the face of significant changes in the mortgage market, we have maintained our commitment to high credit quality loans. Our focus on technology and process improvements creates a more efficient origination system for both us and our clients. This has been rewarded with strong client service scores, via our NPS, which we believe is a significant competitive advantage.
I n the face of significant changes in the mortgage market, we have maintained our commitment to high credit quality loans. Our focus on technology and process improvements creates a more efficient origination system for both us and our clients.
Conversely, decreases in interest rates generally result in a decrease in the value of the MSR portfolio due to the expectation of higher prepayments. As such, MSR cash flows and fair value provide a natural hedge to originations, as origination volumes tend to decline in rising interest rate environments and increase in declining interest rate environments.
As such, MSR cash flows and fair value provide a natural hedge to originations, as origination volumes tend to decline in rising interest rate environments and increase in declining interest rate environments.
When a borrower remains delinquent, we may be required to advance principal and interest payments to the securitization trusts on the scheduled remittance date. We may also be required to advance taxes, insurance payments, legal fees, and maintenance and preservation costs with respect to property that is subject to foreclosure proceedings.
We may also be required to advance taxes, insurance payments, legal fees, and maintenance and preservation costs with respect to property that is subject to foreclosure proceedings.
Since its inception in 2011, the CFPB has exercised its enforcement jurisdiction aggressively with respect to mortgage industry participants, initiating investigations, entering into consent orders with significant monetary and injunctive relief, and initiating litigation.
Since its inception in 2011, the CFPB has exercised its enforcement jurisdiction aggressively with respect to mortgage industry participants, initiating investigations, entering into consent orders with significant monetary and injunctive relief, and initiating litigation. Often these matters have involved differing theories and interpretations of long-existing laws without first issuing industry guidance or rules.
Available Information Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the investor relations section of our website at www.uwm.com as soon as reasonably practicable after electronically filing such material with the SEC.
Our unique Pay It Forward program allows everyone the chance to earn points that direct where our Company charity dollars are spent — ensuring that even small gestures can be turned into generous contributions, and the opportunity to choose where our charitable dollars go. 12 Table of Contents Available Information Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the investor relations section of our website at www.uwm.com as soon as reasonably practicable after electronically filing such material with the SEC.
Their goal is to ensure a high level of borrower satisfaction and to support the relationships between those borrowers and our clients. Our in-house servicing team performs daily, monthly and quarterly testing to determine performance metrics and ensure agency and regulatory compliance and provides regular updates to our executive leadership team.
Our in-house servicing team performs daily, monthly and quarterly testing to determine performance metrics and ensure agency and regulatory compliance and provides regular updates to our executive leadership team.
Government Regulations We operate in a heavily regulated industry that is highly focused on consumer protection. Our business is subject to extensive oversight and regulation by federal, state and local government authorities.
This has been rewarded with strong client service scores, via our NPS, which we believe is a significant competitive advantage. 10 Table of Contents Government Regulations We operate in a heavily regulated industry that is highly focused on consumer protection. Our business is subject to extensive oversight and regulation by federal, state and local government authorities.
Our loan origination and loan servicing operations are primarily regulated at the state level by state financial services authorities and administrative agencies, and at the federal level by the CFPB.
Our loan origination and loan servicing operations are primarily regulated at the state level by state financial services authorities and administrative agencies, and at the federal level by the CFPB. The CFPB has federal regulatory, supervisory and enforcement authority over the residential mortgage loan origination and servicing industry, including residential mortgage lenders and servicers, such as UWM.
Often these matters have involved differing theories and interpretations of long-existing laws without first issuing industry guidance or rules.In addition, the CFPB shares jurisdiction with the FTC with respect to (i) the Equal Credit Opportunity Act (ECOA) and its implementing regulation, Regulation B, promulgated by the CFPB pursuant to ECOA, (ii) the Fair Housing Act (FHA) and (iii) the GLBA.
In addition, the CFPB shares jurisdiction with the FTC with respect to (i) the Equal Credit Opportunity Act (ECOA) and its implementing regulation, Regulation B, promulgated by the CFPB pursuant to ECOA, (ii) the Fair Housing Act (FHA) and (iii) the GLBA. Moreover, the U.S.
Our integrated technology platforms create an automated, scalable, standardized and controlled end-to-end loan origination process that incorporates government/agency guidelines and loan program requirements into rules-based workflows, to ensure loans progress to closing only as conditions, guidelines and requirements are met and required information is provided and verified, and accounts for variations in state laws, loan programs and property type, among other variables.
We believe our integrated platforms deliver a scalable, standardized, and controlled end-to-end origination process that embeds agency guidelines and program requirements into rules-based workflows. This ensures loans advance only when all conditions are met and required information is verified, while accounting for variations in state laws, loan programs, and property types.
We delivered this speed while receivin g an 84% average monthly client N et Promoter Score ("NPS") for the year ended December 31, 2024 , as well as an 86% average monthly client NPS for the past eight years.
We d elivered this speed while receiving a n 87.5% a verage monthly client Net Promoter Score ("NPS") for the year ended December 31, 2025, as well as an 87% average monthly client NPS for the past five years.
Infrastructure, Systems and Technologies Advanced technologies and systems We are a technology driven company that c ontinuously seeks to innovate and provide superior systems to our clients, with approximately 1,800 team members as of December 31, 2024, compared to approximately 700 team members as of December 31, 2019, dedicated to our technology and information systems located in our Pontiac, Michigan headquarters.
Infrastructure, Systems and Technologies Advanced technologies and systems We are a technology-driven company focused on continuous innovation and operational efficiency. As of December 31, 2025, we had approximately 2,200 team members dedicated to technology and information systems at our Pontiac, Michigan headquarters, compared to approximately 1,800 as of December 31, 2024.
The net present value of these expected future cash flows is represented on the balance sheet as MSRs. MSR valuations have traditionally increased with increased interest rates because higher interest rates lead to decreased prepayments, thereby extending the average life of the asset and increasing related expected cash flows.
MSR valuations have traditionally increased with increased interest rates because higher interest rates lead to decreased prepayments, thereby extending the average life of the asset and increasing related expected cash flows. Conversely, decreases in interest rates generally result in a decrease in the value of the MSR portfolio due to the expectation of 9 Table of Contents higher prepayments.
The CFPB has federal regulatory, supervisory and 9 Table of Contents enforcement authority over the residential mortgage loan origination and servicing industry, including residential mortgage lenders and servicers, such as UWM. Specifically, the CFPB has rulemaking authority with respect to the federal consumer financial services laws applicable to mortgage lenders and servicers.
Specifically, the CFPB has rulemaking authority with respect to the federal consumer financial services laws applicable to mortgage lenders and servicers.
After a loan is originated, loan servicers manage payments, delinquencies, and other administrative functions of mortgages for third party investors. Servicers derive contractual revenue from servicing fees, generally based on the UPB of the loans in their servicing portfolio as well as other ancillary income.
Loan Servicing In addition to loan origination, we derive revenue from MSRs related to our loan originations. After a loan is originated, loan servicers manage payments, delinquencies, and other administrative functions of mortgages for third party investors.
Advance obligations As a servicer, we are obligated to service the loans according to the applicable agency, investor or credit owner guidelines and law. These obligations may require that we advance certain funds to securitization trusts and to others in the event that the borrowers are delinquent on their monthly mortgage payments.
These obligations may require that we advance certain funds to securitization trusts and to others in the event that the borrowers are delinquent on their monthly mortgage payments. When a borrower remains delinquent, we may be required to advance principal and interest payments to the securitization trusts on the scheduled remittance date.
If the mortgage loan is approved, our system generates a “conditions to close” list based on the specifics of the borrower, the property and the loan product and an underwriter generally takes ownership of the file e nsuring that each of these conditions is met prior to granting a “clear-to-close.” In 2021, we launched BOLT, an industry-first technology tool designed to speed up the mortgage approval process for conventional and FHA loans by allowing Independent Mortgage Brokers to obtain initial underwriting approval for qualified borrowers in as little as 15 minutes.
If the mortgage loan is conditionally approved, our system generates a “conditions to close” list based on the specifics of the borrower, the property, and the loan product. An underwriter takes ownership of the file e nsuring that each of these conditions is met prior to granting a “clear-to-close” or final approval.
We currently utilize two sub-servicers to service the loans for which we have retained servicing rights, one of which is a bank and one is a non-bank lender.
We currently utilize one sub-servicer to service the loans for which we have retained servicing rights. Our in-house servicing team is responsible for monitoring our sub-servicer. Their goal is to ensure a high level of borrower satisfaction and to support the relationships between those borrowers and our clients.
Our servicing, quality control, internal audit, vendor relations, and legal and compliance teams perform various reviews of our servicing oversight program and operations. Our servicing team addresses deficiencies with sub-servicers to ensure corrective action and controls are implemented.
We are in the process of building an in-house servicing platform, and currently expect to transition the servicing of substantially all of the loans in our servicing portfolio to this platform by the end of 2026. Our servicing, quality control, internal audit, vendor relations, and legal and compliance teams perform various reviews of our servicing oversight program and operations.
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We focus on automating and providing sophisticated tools for loan origination functions, but also with respect to automating the infrastructure that supports those core operations, such as training, capital markets, human resources and facilities functions.
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In 2020, we launched DocHub, which is a proprietary document management system, automating document classification and data extraction for mortgage underwriting workflows.
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Additionally, we have invested, and will continue to invest, in emerging technology capabilities such as AI to further automate, augment and improve our operational capabilities, and to improve the experience for and enhance the capabilities of our clients.
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In 2021, we launched BOLT, an industry-first technology tool designed to speed up the mortgage approval process for conventional and FHA loans by allowing Independent Mortgage Brokers to obtain initial underwriting approval for qualified borrowers in as little as 15 minutes.
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Our client facing systems are generally proprietary, developed in-house and were built to be scalable and readily modified, which allows us to quickly introduce enhanced features and to change loan program guidelines in response to m arket, industry and regulatory changes without excessive complex programming or dependency on outside entities.
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Our technology strategy centers on building and automating loan processing functions, including lead management, loan origination, underwriting, closing, and post-closing activities. We automate to provide advanced capabilities and capacity to our clients, while also driving efficiency and productivity for our internal team members.
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Our client facing systems are as follows: • Boost – Our exclusive platform which provides Independent Mortgage Brokers with streamlined access to purchase tailored leads, stay in touch with past clients, connect with real estate agents and opt into live call transfers. • DocHub TM – Our custom-built document management system that allows team members to control the way they view, interact with, and deliver the documents required to close and fund loans.
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We continue to invest in emerging technologies, including AI, to further automate and optimize operations while enhancing the client experience. Our proprietary, in-house systems are designed for scalability and rapid modification, enabling us to implement new features and adapt to market, industry, and regulatory changes efficiently without reliance on third-party vendors.
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The program allows us to scale business without increasing costs associated with document storage, and processes can be designed in conjunction with the document management system for maximum efficiency. • Blink+ TM – A client facing point of sale system white-labeled for our clients. Blink+ TM allows clients to access our products and pricing, automated underwriting system and fee templates.
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AI & Automation • M ia (Most Intelligent Assistant) – A voice-enabled AI assistant that makes outbound calls for borrower outreach and refinance opportunities, and answers inbound borrower calls via a dedicated loan officer number to handle mortgage questions, provide guideline clarity, and deliver real-time updates. • ChatUWM – AI-driven mortgage assistant automating loan tasks, document analysis, income calculation, and providing loan process and guideline navigation. . • LEO (Loan Estimate Optimizer) – A ChatUWM agent that helps loan officers analyze and optimize loan estimates by analyzing loan estimate details and suggesting improvements (lock or float status, optimal lock period length, title fee charges, plus many other loan terms and conditions). • Loan Lab – A platform that helps loan officers restructure loans on the fly to optimize terms, pricing, and product eligibility.
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This solution syncs loan application data, including fees, with our EASE TM program, and replaces a client’s costly existing system free of charge while encouraging lead conversion.
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Loan Lab uses AI to recommend smart adjustments to deliver better borrower outcomes and faster closings. • Income Calculators – An AI-powered product that identifies and classifies documents, automatically extracts income data, and performs accurate income calculations, making the process fast, easy, and more accurate. • BOLT – Underwriting platform that delivers initial approvals in minutes.
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Blink+ TM integrates with Brand 360 TM to convert leads into applications. • InTouch Mobile App – A mobile app that allows our clients to handle virtually every aspect of the lending process, from underwriting through clear-to-close, without need for a desktop computer. • Brand 360 TM – Our all-encompassing marketing platform supports our clients’ growth and brand building capabilities.
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BOLT pairs streamlined data intake with automation and AI‑assisted checks to verify documents, run automated underwriting systems, and surface pricing options - giving loan officers speed, accuracy, and a clear path to closing. 8 Table of Contents • KEEP – AI-driven engine that finds potential savings and uses automation to send possible refinance options to borrowers on behalf of loan officers, and then move those refinance offers smoothly through UWM’s systems, ensuring speed and accuracy.
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It provides useful communications tools to help our clients stay connected to borrowers and 7 Table of Contents monitors home equity, new home listings, and rates to provide relevant market updates to ensure clients stay connected with potential new or repeat borrowers. • UClose TM – Our tool that allows clients to facilitate and easily control the closing process, notably timing, document generation, and title company interaction and the autonomous nature of the tool promotes more timely and efficient closings. • EASE TM – Our “Easiest Application System Ever” is our primary LOS that allows clients to interact with us and to select products, lock rates and run the Automated Underwriting System (AUS). • UWM Portal – A bi-directional Application Programming Interface that allows Independent Mortgage Brokers to seamlessly link their LOS platform to UWM’s EASE system, further streamlining the loan underwriting and origination process. • ChatUWM – An AI-powered mortgage platform exclusively from UWM, designed to streamline loan tasks by offering advanced automated processing for mortgage professionals.
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KEEP manages execution workflows for scalability, flexibility, and seamless integration. • DocHub – A proprietary document management system, automating document classification and data extraction for mortgage underwriting workflows.
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By leveraging AI technology, ChatUWM helps users efficiently import loans, upload and analyze documents, calculate income, run scenarios, navigate guidelines, and enhance overall lending efficiency and precision. • KEEP – An industry-leading technology that utilizes AI to create and send pre-validated refinance opportunities to borrowers in our servicing portfolio as soon as a borrower is able to obtain meaningful savings on their monthly payment, which streamlines the speed and efficiency of the mortgage process for both borrowers and UWM’s broker partners.
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It enables secure ingestion, indexing, and retrieval, integrates with UWM’s loan origination system and enterprise systems, and supports scalable, cost-efficient processes. • Operations Automation – A machine learning / robotic process automation solution that categorizes inbound emails, extracts key data, and sets follow up actions without team member interaction.
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Our Blink+ TM (POS) system was developed by a third party and has been white-labeled for our clients and integrated into our technology suite to provide Independent Mortgage Brokers a direct online method for communicating with us the information required for residential loan applications. We pay the Blink+ TM developer per unit transaction fees, subject to a minimum monthly fee.
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Core Origination & Integration • Blink+ – White-labeled point-of-sale system integrated with EASE and Brand 360 for lead conversion and digital loan origination. • Boost – Lead acquisition and engagement platform offering loan officers tailored leads and live call transfers. • EASE (Easiest Application System Ever) – UWM’s flagship loan origination system for product selection, rate locking, and automated underwriting. • UClose – Loan closing technology that gives loan officers full control over closing timelines, document generation, and title company collaboration.
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In addition, we have internally developed enterprise level systems that: • provide automated work queue prioritization, operational visibility and relevant metrics which allow us to readily detect and address bottlenecks and inefficiencies in the loan origination process; • use custom electronic interfaces with vendors and transaction partners, which allow us to quickly obtain and import data into our systems in a form which does not require re-keying of information; and • deliver desktop computer based training to efficiently and effectively train clients and internal operations teams on new programs and changes in guidelines.
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UClose enables same-day closings, real-time updates, and secure interaction with title companies and settlement agents, streamlining the process for speed and accuracy. • InTouch Mobile App – A mobile solution that lets loan officers manage the entire lending process end-to-end, with real-time access to pipelines, documents, and borrower communication - no desktop required. • Brand 360 – A marketing platform for loan officers that drives borrower engagement and lead nurturing through automated campaigns, configurable alerts, and real-time performance dashboards for actionable market insights. • UWM Portal – A bi-directional application that exposes UWM application programming interface endpoints, allowing clients to easily connect their loan origination system for seamless integration with UWM’s systems.
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We also maintain an enterprise data/metrics warehouse which provides our team with the ability to interface with statistical, analytical and reporting tools that provides senior management with visibility into key performance indicators in real time. Loan Servicing In addition to loan origination, we derive revenue from MSRs related to our loan originations.
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It enables two-way data exchange and keeps loan officers up to date on all the latest changes for efficient, compliant workflows.
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By diversifying the type of sub-servicer, as well as splitting the MSR portfolio between two well recognized and capitalized sub-servicers, we believe it mitigates against certain risks inherent in the servicing 8 Table of Contents business (whether done internally or outsourced to a sub-servicer). Our in-house servicing team is responsible for monitoring our sub-servicers.
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Enterprise Infrastructure & Data • Comprehensive Data Lake – A large-scale data lake built to power AI and automation, enabling advanced analytics, predictive modeling, and real-time decision-making. • Work Queue & Operational Visibility Platform – A centralized platform that automates task prioritization, monitors SLAs, and provides real-time dashboards to detect bottlenecks, optimize workflows, and enhances operational efficiency. • Enterprise Training Platform – An interactive learning system for loan officers and internal teams, offering desktop modules on new programs, guideline updates, and system enhancements.
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Our unique Pay It Forward program allows everyone the chance to earn points that direct where our Company charity dollars are spent — ensuring that even small gestures can be turned into generous contributions, and the opportunity to choose where our charitable dollars go.
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It provides role-based training paths, progress tracking, and on-demand access to drive fast technology adoption and ensure compliance. • Enterprise Data & Analytics Warehouse – A centralized hub for loan, loan officer, and operational data, delivering advanced analytics, real-time KPIs, and dashboards to optimize mortgage processes and decision-making.
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Servicers derive contractual revenue from servicing fees, generally based on the UPB of the loans in their servicing portfolio as well as other ancillary income. The net present value of these expected future cash flows is represented on the balance sheet as MSRs.
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Our servicing team addresses deficiencies with sub-servicers to ensure corrective action and controls are implemented. Advance obligations As a servicer, we are obligated to service the loans according to the applicable agency, investor or credit owner guidelines and law.
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Department of Justice (“DOJ”) has authority to enforce ECOA and other fair lending laws alongside these agencies. We are also subject to the laws, regulations and rules of the fifty states in which we operate and the District of Columbia.
Added
With the second term of the Trump Administration, a level of heightened uncertainty exists with respect to the future of the CFPB, including its leadership. However, the CFPB has signaled it intends to maintain a level of ongoing oversight and enforcement.
Added
Notably, the CFPB has indicated that it is considering new rule making in several areas that could impact our business, with a particular focus on mortgage origination and mortgage servicing.
Added
There can be no assurance of the timing, substance or impact of these potential substantive regulations, how they will affect our costs of compliance or whether they will conflict with the obligations of our state-level licenses, which may increase the complexity and costs of our compliance programs.
Added
Further, state regulators and state Attorneys General continue to be active in examining, investigating and enforcing 11 Table of Contents federal and state real estate, mortgage and consumer protection laws, at times advancing conflicting interpretations of the laws they ostensibly seek to administer.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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We and our clients must also comply with a number of federal, state and local consumer financial services, laws and regulations including, among others, the Truth in Lending Act (“TILA”), the Real Estate Settlement Procedures Act (“RESPA”), the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the TCPA, the GLBA, the Servicemembers Civil Relief Act, the Homeowners Protection Act, the Home Mortgage Disclosure Act, the SAFE Act, the Federal Trade Commission Act, the TRID rules, the Dodd-Frank Act, the Appraisal Independence Rule, the Bank Secrecy Act, U.S. federal and state laws prohibiting unfair, deceptive, or abusive acts or practices, and state foreclosure laws.
We and our clients must also comply with a number of federal, state and local consumer financial services, laws and regulations including, among others, the Truth in Lending Act (“TILA”), the Real Estate Settlement Procedures Act (“RESPA”), the Equal Credit Opportunity Act (“ECOA”), the Fair Credit Reporting Act, the Fair Housing Act, the TCPA, the GLBA, the Servicemembers Civil Relief Act, the Homeowners Protection Act, the Home Mortgage Disclosure Act, the SAFE Act, the Federal Trade Commission Act, the TRID rules, the Dodd-Frank Act, the Appraisal Independence Rule, the Bank Secrecy Act, U.S. federal and state laws prohibiting unfair, deceptive, or abusive acts or practices, and state foreclosure laws.
We are required to follow specific guidelines and eligibility standards that impact the way we originate and service GSE and U.S. government agency loans, including guidelines and standards with respect to: • credit standards for mortgage loans; • our staffing levels and other servicing practices; • the servicing and ancillary fees that we may charge; • our modification standards and procedures; • the amount of reimbursable and non-reimbursable advances that we may make; and • the types of loan products that are eligible for sale or securitization.
We are required to follow specific guidelines and eligibility standards that impact the way we originate and service GSE and U.S. government agency loans, including guidelines and standards with respect to: • eligible borrowers; • credit standards for mortgage loans; • our staffing levels and other servicing practices; • the servicing and ancillary fees that we may charge; • our modification standards and procedures; • the amount of reimbursable and non-reimbursable advances that we may make; and • the types of loan products that are eligible for sale or securitization.
In addition, it is unclear how recent governmental actions or the threats of certain actions, such as tariffs, reductions of governmental employees and governmental spending, tax reform, and actions taken to address the debt ceiling, will impact the U.S. economy and the residential real estate market.
In addition, it is unclear how governmental actions or the threats of certain actions, such as tariffs, reductions of governmental employees and governmental spending, tax reform, and actions taken to address the debt ceiling, will impact the U.S. economy and the residential real estate market.
These provisions include: • a capital structure where holders of Class B common stock and holders of Class D common stock each have ten votes per share of Class B common stock and Class D common stock (as compared with holders of Class A common stock and holders of Class C common stock, who each have one vote per share of Class A common stock and Class C common stock, respectively) and consequently have a greater ability to control the outcome of matters requiring stockholder approval, even when the holders of Class B common stock and Class D common stock own significantly less than a majority of the outstanding shares of Common Stock; • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect candidates to serve as a director of our Board; • a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board; • the requirement that, at any time from and after the Voting Rights Threshold Date, directors elected by the stockholders generally entitled to vote may be removed from our Board solely for cause; • the exclusive right of our Board, from and after the Voting Rights Threshold Date, to fill newly created directorships and vacancies with respect to directors elected by the stockholders generally entitled to vote, which prevents stockholders from being able to fill vacancies on our Board; • the prohibition on stockholder action by written consent from and after the Voting Rights Threshold Date, which forces stockholder action from and after the Voting Rights Threshold Date to be taken at an annual or special meeting of stockholders; • the requirement that special meetings of stockholders may only be called by the Chairperson of our Board, our Chief Executive Officer or our Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • the requirement that, from and after the Voting Rights Threshold Date, amendments to certain provisions of our Charter and amendments to the Amended and Restated Bylaws must be approved by the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of our then outstanding shares generally entitled to vote; • our authorized but unissued shares of Common Stock and Preferred Stock, par value $0.0001 per share, are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans; the existence of authorized but unissued and unreserved shares of Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise; and • advance notice procedures set forth in the Amended and Restated Bylaws that stockholders must comply with in order to nominate candidates to our Board or to propose other matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
These provisions include: • a capital structure where holders of Class B common stock and holders of Class D common stock each have ten votes per share of Class B common stock and Class D common stock (as compared with holders of Class A common stock and holders of Class C common stock, who each have one vote per share of Class A common stock and Class C common stock, respectively) and consequently have a greater ability to control the outcome of matters requiring stockholder approval, even when the holders of Class B common stock and Class D common stock own significantly less than a majority of the outstanding shares of Common Stock; • a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board; • the requirement that, at any time from and after the Voting Rights Threshold Date, directors elected by the stockholders generally entitled to vote may be removed from our Board solely for cause; • the exclusive right of our Board, from and after the Voting Rights Threshold Date, to fill newly created directorships and vacancies with respect to directors elected by the stockholders generally entitled to vote, which prevents stockholders from being able to fill vacancies on our Board; • the prohibition on stockholder action by written consent from and after the Voting Rights Threshold Date, which forces stockholder action from and after the Voting Rights Threshold Date to be taken at an annual or special meeting of stockholders; • the requirement that special meetings of stockholders may only be called by the Chairperson of our Board, our Chief Executive Officer or our Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • the requirement that, from and after the Voting Rights Threshold Date, amendments to certain provisions of our Charter and amendments to the Amended and Restated Bylaws must be approved by the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of our then outstanding shares generally entitled to vote; • our authorized but unissued shares of Common Stock and Preferred Stock, par value $0.0001 per share, are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans; the existence of authorized but unissued and unreserved shares of Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise; and • advance notice procedures set forth in the Amended and Restated Bylaws that stockholders must comply with in order to nominate candidates to our Board or to propose other matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
(or its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) certain increases in tax basis resulting from exchanges of Holdings LLC Common Units; (ii) imputed interest deemed to be paid by us as a result of payments we make under the tax receivable agreement; (iii) certain increases in tax basis resulting from payments we make under the tax receivable agreement; and (iv) disproportionate allocations (if any) of tax benefits to us which arise from, among other things, the sale of certain assets such as MSRs as a result of section 704(c) of the Internal Revenue Code of 1986 (the “Code”) (the tax attributes in clauses “(i)” through “(iv)” collectively referred to as the “Covered Tax Attributes”).
(or its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) certain increases in tax basis resulting from exchanges of Holdings LLC Common Units; (ii) imputed interest deemed to be paid by us as a result of payments we make under the tax receivable agreement; (iii) certain increases in tax basis resulting from payments we make under the tax receivable agreement; and (iv) disproportionate allocations (if any) of tax benefits to us which arise from, among other things, the sale of certain assets such as 32 Table of Contents MSRs as a result of section 704(c) of the Internal Revenue Code of 1986 (the “Code”) (the tax attributes in clauses “(i)” through “(iv)” collectively referred to as the “Covered Tax Attributes”).
The CFPB has issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities, including ability-to-repay, “Qualified Mortgage” standards and other origination standards and practices as well as guidance addressing relationships with brokers, communication with borrowers, secondary market transactions, servicing requirements that address, among other things, periodic billing statements, certain notices and acknowledgments, prompt crediting of borrowers’ accounts for payments received, additional notice, review and timing requirements with respect to delinquent borrowers, loss mitigation, prompt 28 Table of Contents investigation of complaints by borrowers, and lender-placed insurance notices.
The CFPB has issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities, including ability-to-repay, “Qualified Mortgage” standards and other origination standards and practices as well as guidance addressing relationships with brokers, communication with borrowers, secondary market transactions, servicing requirements that address, among other things, periodic billing statements, certain notices and acknowledgments, prompt crediting of borrowers’ accounts for payments received, additional notice, review and timing requirements with respect to delinquent borrowers, loss mitigation, prompt investigation of complaints by borrowers, and lender-placed insurance notices.
Our Charter provides that we have no interests or expectancy in, or being offered an opportunity to participate in any corporate opportunity, to the fullest extent permitted by applicable law, with respect to any lines of business or business activity or business venture conducted by any UWM Related Persons as of the date of the filing of our Charter with the Secretary of State of the State of Delaware or received by, presented to or originated by UWM Related Persons after the date of the filing of our Charter with the Secretary of State of the State of Delaware in such UWM Related Person’s capacity as a UWM Related Person (and not in his, her or its capacity as a director, officer or employee of ours), in each case, other than any corporate opportunity with respect to residential mortgage lending.
Our Charter provides that we have no interests or expectancy in, or being offered an opportunity to participate in any corporate opportunity, to the fullest extent permitted by applicable law, with respect to any lines of business or business activity or business venture conducted by any UWM Related Persons as of the date of the filing of our Charter with the Secretary of State of the State of Delaware or received by, presented to or originated by UWM Related Persons after the date of the filing of our Charter with the Secretary of State of the State of Delaware in such UWM Related Person’s capacity as a UWM Related Person (and not in his, her or its capacity as a director, officer or employee of ours), in each case, other than any corporate 35 Table of Contents opportunity with respect to residential mortgage lending.
Under NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with the following NYSE rules regarding corporate governance: 31 Table of Contents • the requirement that a majority of our Board of directors consist of independent directors; • the requirement that compensation of our executive officers be determined by a majority of the independent directors of the Board or a compensation committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • the requirement that director nominees be selected, or recommended for the Board’s selection, either by a majority of the independent directors of the Board or a nominating committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
Under NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with the following NYSE rules regarding corporate governance: • the requirement that a majority of our Board of directors consist of independent directors; • the requirement that compensation of our executive officers be determined by a majority of the independent directors of the Board or a compensation committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • the requirement that director nominees be selected, or recommended for the Board’s selection, either by a majority of the independent directors of the Board or a nominating committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
Due to the heavily regulated nature of the mortgage industry, we and our clients are required to comply with a wide array of U.S. federal, state and local laws, rules and regulations that concern, among other things, the manner in which we conduct our loan origination and servicing businesses and the fees that we may charge, and the collection, use, retention, 26 Table of Contents protection, disclosure, transfer and processing of personal information by us and our clients.
Due to the heavily regulated nature of the mortgage industry, we and our clients are required to comply with a wide array of U.S. federal, state and local laws, rules and regulations that concern, among other things, the manner in which we conduct our loan origination and servicing businesses and the fees that we may charge, and the collection, use, retention, protection, disclosure, transfer and processing of personal information by us and our clients.
If short term interest rates increase, our debt service obligations on certain of our variable-rate indebtedness will increase and if long-term rates do not increase in kind, our net income and cash flows, including cash available for servicing our indebtedness, could correspondingly decrease.
If short term interest rates increase, o ur debt service obligations on certain of our variable-rate indebtedness will increase and if long-term rates do not increase in kind, our net income and cash flows, including cash available for servicing our indebtedness, could correspondingly decrease.
At the direction of the FHFA, Fannie Mae and Freddie Mac have aligned their guidelines for servicing delinquent mortgages, which could result in monetary incentives for servicers that perform well, and which may also result in assessing compensatory penalties against servicers in connection with 13 Table of Contents the failure to meet specified timelines relating to delinquent loans and foreclosure proceedings, and other breaches of servicing obligations.
At the direction of the FHFA, Fannie Mae and Freddie Mac have aligned their guidelines for servicing delinquent mortgages, which could result in monetary incentives for servicers that perform well, and which may also result in assessing compensatory penalties against servicers in connection with the failure to meet specified timelines relating to delinquent loans and foreclosure proceedings, and other breaches of servicing obligations.
Our failure to comply with these laws, or the failure of residential loan originators or servicers to comply with these laws, to the extent any of their residential loans are or become part of our mortgage-related assets, could subject us, as an originator or a servicer, as applicable, or, in the case of acquired loans, as an assignee or purchaser, to monetary penalties and could result in the borrowers rescinding the affected loans.
Our failure to comply with these laws, or the failure of residential loan originators or servicers to comply with these laws, to the extent any of their residential loans are or become part 28 Table of Contents of our mortgage-related assets, could subject us, as an originator or a servicer, as applicable, or, in the case of acquired loans, as an assignee or purchaser, to monetary penalties and could result in the borrowers rescinding the affected loans.
If any of Fannie Mae, Freddie Mac or Ginnie Mae were to terminate us as a servicer, or increase our costs related to such servicing by way of additional fees, fines or penalties, such changes could have a material adverse effect on the revenue we derive from servicing activity, as well as the value of the related MSRs.
If any of Fannie Mae, Freddie Mac or Ginnie Mae were to 23 Table of Contents terminate us as a servicer, or increase our costs related to such servicing by way of additional fees, fines or penalties, such changes could have a material adverse effect on the revenue we derive from servicing activity, as well as the value of the related MSRs.
If our loans are found to have been originated in violation of predatory or abusive lending laws, we could be subject to lawsuits or governmental actions, or could be fined or incur losses. 27 Table of Contents Both the scope of the laws, rules and regulations and the intensity of the regulatory oversight to which our business is subject has increased over time.
If our loans are found to have been originated in violation of predatory or abusive lending laws, we could be subject to lawsuits or governmental actions, or could be fined or incur losses. Both the scope of the laws, rules and regulations and the intensity of the regulatory oversight to which our business is subject has increased over time.
If we do not handle borrower complaints effectively, our reputation and brand may suffer and we may lose our borrowers’ confidence which could have a material adverse impact on our results of operations and profitability. • Growth in our market share is principally dependent on growth in the market share controlled by the wholesale chann el.
If we do not handle borrower complaints effectively, our reputation and brand may suffer and we may lose our borrowers’ confidence which could have a material adverse impact on our results of operations and profitability. 17 Table of Contents • Growth in our market share is principally dependent on growth in the market share controlled by the wholesale chann el.
To the extent that the CFPB or other federal agencies decrease their regulation or oversight of the loan origination and servicing sectors, it may result in increased activity at the state level.
To the extent that the CFPB or other federal agencies decrease or are perceived to decrease their regulation or oversight of the loan origination and servicing sectors, it may result in increased activity at the state level.
The failure or inability of our clients to 14 Table of Contents successfully market our mortgage products to prospective borrowers could, in turn, have a material adverse impact on our business, financial condition and results of operations. • Communication with prospective borrowers is primarily made through loan officers employed by third parties.
The failure or inability of our clients to successfully market our mortgage products to prospective borrowers could, in turn, have a material adverse impact on our business, financial condition and results of operations. • Communication with prospective borrowers is primarily made through loan officers employed by third parties.
If we are unable to effectively manage our team members during periods of volatility, it could adversely affect our current business operations and our growth. The mortgage industry can be very cyclical, with loan origination volumes varying materially based largely on macroeconomic conditions.
If we are unable to effectively manage our team members during periods of volatility, it could adversely affect our current business operations and our growth. 18 Table of Contents The mortgage industry can be very cyclical, with loan origination volumes varying materially based largely on macroeconomic conditions.
Furthermore, such techniques change frequently and are often not recognized or detected until after they have been launched. Therefore, we may be unable to anticipate these techniques and may not become aware of such a security breach in a timely manner, which could exacerbate any damage we experience.
Furthermore, such techniques change frequently and are often not recognized or detected until after they have been launched. Therefore, we may be unable to 19 Table of Contents anticipate these techniques and may not become aware of such a security breach in a timely manner, which could exacerbate any damage we experience.
For example, the earlier disposition of assets following an exchange or purchase of Holdings LLC Common Units (along with the stapled shares of Class D common stock or Class C common stock) may accelerate payments under the tax receivable agreement and increase the present value of such payments, and the disposition of assets before such an 22 Table of Contents exchange or purchase may increase the tax liability of SFS Corp.
For example, the earlier disposition of assets following an exchange or purchase of Holdings LLC Common Units (along with the stapled shares of Class D common stock or Class C common stock) may accelerate payments under the tax receivable agreement and increase the present value of such payments, and the disposition of assets before such an exchange or purchase may increase the tax liability of SFS Corp.
Our warehouse lenders also may revise their eligibility requirements for the types of assets they are willing to finance or the terms of such financings, based on, among other factors, the regulatory environment and their management of perceived 23 Table of Contents risk, particularly with respect to assignee liability.
Our warehouse lenders also may revise their eligibility requirements for the types of assets they are willing to finance or the terms of such financings, based on, among other factors, the regulatory environment and their management of perceived risk, particularly with respect to assignee liability.
If our estimates of fair value prove to be incorrect, we may be required to write down the value of such assets, which could adversely affect our financial condition and results of operations. Our financing arrangements subject us to risk in volatile interest rate environments 24 Table of Contents Our financing arrangements subject us to risk from volatile interest rates.
If our estimates of fair value prove to be incorrect, we may be required to write down the value of such assets, which could adversely affect our financial condition and results of operations. Our financing arrangements subject us to risk in volatile interest rate environments. Our financing arrangements subject us to risk from volatile interest rates.
Risks Related to our Regulatory Environment We operate in a heavily regulated industry, and our mortgage loan origination and servicing activities expose us to risks of noncompliance with an increasing and inconsistent body of complex laws and regulations at the U.S. federal, state and local levels.
Risks Related to our Regulatory Environment 27 Table of Contents We operate in a heavily regulated industry, and our mortgage loan origination and servicing activities expose us to risks of noncompliance with an increasing and inconsistent body of complex laws and regulations at the U.S. federal, state and local levels.
Substantially all of our mortgage loans are sold to GSEs, insured by FHA or VA and sold into GNMA securities or sold to private investors. In connection with such sales and insuring, we make representations and warranties to the GSE, FHA or VA or the private investor that the mortgage loans conform to their respective standards.
Substantially all of our mortgage loans are sold to GSEs, insured by FHA or VA and sold into Ginnie Mae securities or sold to private investors. In connection with such sales and insuring, we make representations and warranties to the GSE, FHA or VA or the private investor that the mortgage loans conform to their respective standards.
If this 16 Table of Contents information is inappropriately accessed and used by a third party or a team member for illegal purposes, such as identity theft, we may be responsible to the affected individuals for any losses they may have incurred as a result of such misappropriation.
If this information is inappropriately accessed and used by a third party or a team member for illegal purposes, such as identity theft, we may be responsible to the affected individuals for any losses they may have incurred as a result of such misappropriation.
The value of our MSRs is based on the cash flows projected to result from the right to service of the related mortgage loans and continually fluctuates due to a number of factors, such as prepayment speeds, costs to service the loan and other market conditions.
The value of our MSRs is based on the cash flows projected to result from the right to service of the related mortgage loans and continually fluctuates due to a 13 Table of Contents number of factors, such as prepayment speeds, costs to service the loan and other market conditions.
Mat Ishbia sits, and compensation decisions with respect to Mr. Ishbia’s compensation will be taken by a special subcommittee, and director nominations will be made by our full Board. Our Board has determined that Stacey Coopes, Kelly Czubak, and Robert Verdun are “independent directors,” as defined in the NYSE listing rules and applicable SEC rules.
Mat Ishbia sits, and compensation decisions with respect to Mr. Ishbia’s compensation will be taken by a special subcommittee, and director nominations will be made by our full Board. Our Board has determined that Stacey 34 Table of Contents Coopes, Kelly Czubak, and Robert Verdun are “independent directors,” as defined in the NYSE listing rules and applicable SEC rules.
Risks Related to Our Business 11 Table of Contents Our loan origination volume is highly dependent on macroeconomic and U.S. residential real estate market conditions which is outside of our control. Our financial results are highly dependent on the size of the overall loan origination market, which depends largely on macroeconomic conditions outside of our control.
Risks Related to Our Business Our loan origination volume is highly dependent on macroeconomic and U.S. residential real estate market conditions which is outside of our control. Our financial results are highly dependent on the size of the overall loan origination market, which depends largely on macroeconomic conditions outside of our control.
If the mortgage loans originated and sold by us do not comply with the guidelines established by the GSEs, GNMA or private investors to whom they are sold, we are required to repurchase or substitute these loans or indemnify for related losses.
If the mortgage loans originated and sold by us do not comply with the guidelines established by the GSEs, Ginnie Mae or private investors to whom they are sold, we are required to repurchase or substitute these loans or indemnify for related losses.
Our ability to effectively manage significant increases and decreases in loan origination volume 15 Table of Contents will depend on our ability to hire, integrate, train and retain highly-qualified personnel for all areas of our organization during these periods of changing volume.
Our ability to effectively manage significant increases and decreases in loan origination volume will depend on our ability to hire, integrate, train and retain highly-qualified personnel for all areas of our organization during these periods of changing volume.
Department of Justice (“DOJ”), through its use of a disparate impact theory under the Fair Housing Act, has held originating lenders responsible for the pricing practices of third parties, alleging that the lender is directly responsible for the total fees and charges paid by the borrower even if the lender neither dictated what the third party could charge nor kept the money for its own account.
For example, the DOJ, through its use of a disparate impact theory under the Fair Housing Act, has held originating lenders responsible for the pricing practices of third parties, alleging that the lender is directly responsible for the total fees and charges paid by the borrower even if the lender neither dictated what the third party could charge nor kept the money for its own account.
Specifically, we may be adversely affected: • if our sub-servicers breach their servicing obligations or are unable to perform their servicing obligations properly, which may subject us to damages or termination of the servicing rights, and cause us to lose loan servicing income and/or require us to indemnify an investor or securitization trustee against losses as a result of any such breach or failure; • by regulatory actions taken against any of our sub-servicers, which may adversely affect their licensing and, as a result, their ability to perform their servicing obligations under GSE and U.S. government agency loans which require such licensing; • by a default by any of our sub-servicers under their debt agreements, which may impact their access to capital to be able to perform their obligations; • if any of our sub-servicers were to face adverse actions from the GSEs or Ginnie Mae due to economic or other circumstances that are difficult to anticipate and are terminated as servicer under their agreements with the GSEs or Ginnie Mae; • if as a result of poor performance by our sub-servicers, we experience greater than expected delinquencies and foreclosures on the mortgage loans being serviced, which could lead to liability from third party claims or adversely affect our ability to access the capital and secondary markets for our loan funding requirements; • if any of our sub-servicers were the target of a cyberattack or other security breach, resulting in the unauthorized release, misuse, loss or destruction of information related to our current or former borrowers, or material disruption of our or our clients network access or business operations; • if any of our sub-servicers become subject to bankruptcy proceedings; or 18 Table of Contents • if one or more of our sub-servicers terminate their agreement with us.
Specifically, we may be adversely affected: • if our sub-servicer breaches its servicing obligations or is unable to perform its servicing obligations properly, which may subject us to damages or termination of the servicing rights, and cause us to lose loan servicing income and/or require us to indemnify an investor or securitization trustee against losses as a result of any such breach or failure; 21 Table of Contents • by regulatory actions taken against our sub-servicer, which may adversely affect its licensing and, as a result, its ability to perform their servicing obligations under GSE and U.S. government agency loans which require such licensing; • by a default by our sub-servicer under its debt agreements, which may impact its access to capital to be able to perform its obligations; • if our sub-servicer was to face adverse actions from the GSEs or Ginnie Mae due to economic or other circumstances that are difficult to anticipate and is terminated as a servicer under its agreements with the GSEs or Ginnie Mae; • if as a result of poor performance by our sub-servicer, we experience greater than expected delinquencies and foreclosures on the mortgage loans being serviced, which could lead to liability from third party claims or adversely affect our ability to access the capital and secondary markets for our loan funding requirements; • if our sub-servicer was the target of a cyberattack or other security breach, resulting in the unauthorized release, misuse, loss or destruction of information related to our current or former borrowers, or material disruption of our or our clients network access or business operations; • if our sub-servicer becomes subject to bankruptcy proceedings; or • if our sub-servicer terminates its agreement with us.
We operate in an industry that is highly sensitive to consumer protection, and we and our clients are subject to numerous local, state and federal laws that are continuously changing. Remediation for non-compliance with these laws can be costly and significant fines may be incurred.
We operate in an industry that is highly sensitive to consumer protection, and we and our clients are subject to numerous local, state and federal laws that are continuously changing. Remediation for non-compliance with these laws can be 31 Table of Contents costly and significant fines may be incurred.
Any significant repurchases, substitutions, indemnifications or premium recapture could be detrimental to our business and financial condition. Our business is dependent on our ability to maintain and expand our relationships with our clients, the Independent Mortgage Brokers. Our clients are the Independent Mortgage Brokers who refer us mortgage loans to originate.
Any significant repurchases, substitutions, indemnifications or premium recapture could be detrimental to our business and financial condition. 15 Table of Contents Our business is dependent on our ability to maintain and expand our relationships with our clients, the Independent Mortgage Brokers. Our clients are the Independent Mortgage Brokers who refer us mortgage loans to originate.
The failure to satisfy 29 Table of Contents those and other regulatory requirements could limit our ability to originate, purchase, sell or service loans in a certain state, or could result in a default under our financing and servicing agreements and have a material adverse effect on our operations.
The failure to satisfy those and other regulatory requirements could limit our ability to originate, purchase, sell or service loans in a certain state, or could result in a default under our financing and servicing agreements and have a material adverse effect on our operations.
In the case of repurchases, we typically repurchase such loan and resell it into a non-conforming market at a discount from the repurchase price. As of December 31, 2024, we had accrued a $87.6 million reserve for repurchase and indemnification obligations. Actual repurchase and indemnification obligations could materially exceed the reserves recorded in our consolidated financial statements .
In the case of repurchases, we typically repurchase such loan and resell it into a non-conforming market at a discount from the repurchase price. As of December 31, 2025, we had accrued a $102.3 million reserve for repurchase and indemnification obligations. Actual repurchase and indemnification obligations could materially exceed the reserves recorded in our consolidated financial statements .
Our debt agreements restrict the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the tax receivable agreement.
Our debt agreements restrict the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the tax receivable 33 Table of Contents agreement.
In addition, as we roll out new services and products, such as title review, settlement services and direct appraisals, we may be subject to additional licenses or regulations.
In addition, as we roll out new services and products, such as title review, settlement services and direct 30 Table of Contents appraisals, we may be subject to additional licenses or regulations.
The provision of our Charter requiring exclusive forum in the state courts in the State of Michigan or the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers. 33 Table of Contents Our Charter requires that, unless we consent in writing to the selection of an alternative forum, (i) any derivative action brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of our business to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Charter or Amended and Restated Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware, in each case, to be filed in either (x) the Sixth Judicial Circuit, Oakland County, Michigan (or, if the Sixth Judicial Circuit, Oakland County, Michigan lacks jurisdiction over any such action or proceeding, then another state court of the State of Michigan, or if no state court of the State of Michigan has jurisdiction over any such action or proceeding, then the United States District Court for the Eastern District of Michigan) or (y) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware lacks jurisdiction then the U.S.
Our Charter requires that, unless we consent in writing to the selection of an alternative forum, (i) any derivative action brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of our business to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Charter or Amended and Restated Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware, in each case, to be filed in either (x) the Sixth Judicial Circuit, Oakland County, Michigan (or, if the Sixth Judicial Circuit, Oakland County, Michigan lacks jurisdiction over any such action or proceeding, then another state court of the State of Michigan, or if no state court of the State of Michigan has jurisdiction over any such action or proceeding, then the United States District Court for the Eastern District of Michigan) or (y) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware lacks jurisdiction then the U.S.
We currently have an effective registration statement registering the resale by SFS Corp of 150.0 million shares of Class A Common Stock (of which 88,262,311 remain) and have the obligation under their registration rights agreement to register the issuance of all other shares of Class A Commo n Stock that may be issued to them.
We currently have an effective registration statement registering the resale by SFS Corp. of 150.0 million shares of Class A Common Stock (of which 45,712,833 remain) and have the obligation under their registration rights agreement to register the issuance of all other shares of Class A Common Stock that may be issued to them.
In certain circumstances, Holdings LLC will be required to make distributions to us and SFS Corp. and the distributions that Holdings LLC will be required to make may be substantial and in excess of our tax liabilities and obligations under the tax receivable agreement.
Risks Associated with Our Corporate Structure and our Capital Structure In certain circumstances, Holdings LLC will be required to make distributions to us and SFS Corp. and the distributions that Holdings LLC will be required to make may be substantial and in excess of our tax liabilities and obligations under the tax receivable agreement.
From time to time, we are named as a defendant in legal proceedings alleging improper lending, servicing or marketing practices, abusive loan terms and fees, disclosure violations, quiet title actions, improper foreclosure practices, violations of consumer protection, securities or other laws, breach of contract and other related matters.
From time to time, we are named as a defendant in legal proceedings alleging improper lending, servicing or marketing practices, abusive loan terms and fees, disclosure violations, quiet title actions, improper foreclosure practices, violations of consumer protection, securities or other laws, breach of contract and other related matters, including any potential legal proceedings in connection with the merger with Two Harbors.
While these laws may not explicitly hold the originating lenders responsible for the legal violations of such entities, U.S. federal and state agencies increasingly have sought to impose such liability. For example, the U.S.
These clients are subject to parallel and separate legal obligations. While these laws may not explicitly hold the originating lenders responsible for the legal violations of such entities, U.S. federal and state agencies increasingly have sought to impose such liability.
Shares of Class A common stock issuable upon the exercise of our Warrants or in connection with the Earn-Out or upon Exchange Transactions may result in dilution to the then existing holders of our Class A common stock and increase the number of shares eligible for resale in the public market.
Shares of Class A common stock issuable upon Exchange Transactions may result in dilution to the then existing holders of our Class A common stock and increase the number of shares eligible for resale in the public market.
Risks Associated with Our Corporate Structure and our Capital Structure We are controlled by SFS Corp., whose interests may conflict with our interests and the interests of other stockholders.
We are controlled by SFS Corp., whose interests may conflict with our interests and the interests of other stockholders.
During 2024, an aggregate of 61,737,689 Holdings LLC Units were exchanged for shares of Class A Common Stock and were sold in public or private transactions. Such sales of shares of Cl ass A common stock or the perception that such sales may occur could depress the market price of our Class A common stock.
During 2025, an aggregate of 65,953,003 Holdings LLC Units were exchanged for shares of Class A Common Stock and were sold in public or private transactions. Such sales of shares of Class A common stock or the perception that such sales may occur could depress the market price of our Class A common stock.
Consistent with our "Up-C" structure (as described in Note 1 to the Notes to the Consolidated Financial Statements), and notwithstanding any cash that we retain or use to pay our expenses that do not directly affect SFS Corp or Holdings LLC, the ratio of outstanding membership interests in Holdings LLC to shares of our Common Stock shall remain, at all times, one to one. 21 Table of Contents We are required to pay SFS Corp. for certain tax benefits we may claim, and the amounts we may pay could be significant.
Consistent with our "Up-C" structure (as described in Note 1 to the Notes to the Consolidated Financial Statements), and notwithstanding any cash that we retain or use to pay our expenses that do not directly affect SFS Corp or Holdings LLC, the ratio of outstanding membership interests in Holdings LLC to shares of our Common Stock shall remain, at all times, one to one.
This sub-servicer counterparty concentration subjects us to a potentially greater impact if any of the risks described above were to occur, and any delay in transferring servicing to a new sub-servicer could further adversely affect servicing performance and cause financial losses.
We currently rely on one nationally-recognized sub-servicer as we continue to transition servicing in-house. This sub-servicer counterparty concentration subjects us to a potentially greater impact if any of the risks described above were to occur, and any delay in transferring servicing to a new sub-servicer could further adversely affect servicing performance and cause financial losses.
Accounting rules for mortgage loan sales and securitizations, valuations of financial instruments and MSRs, investment consolidations, income taxes and other aspects of our operations are highly complex and involve significant judgment and assumptions.
Accounting rules for certain of our transactions are highly complex and involve significant judgment and assumptions. Changes in accounting interpretations or assumptions could impact our financial statements. Accounting rules for mortgage loan sales and securitizations, valuations of financial instruments and MSRs, investment consolidations, income taxes and other aspects of our operations are highly complex and involve significant judgment and assumptions.
Loss of our key management could result in a material adverse effect on our business. 17 Table of Contents Our future success depends to a significant extent on the continued services of our senior management, including Mat Ishbia, our Chairman, President and Chief Executive Officer.
Loss of our key management could result in a material adverse effect on our business. Our future success depends to a significant extent on the continued services of our senior management, including Mat Ishbia, our Chairman, President and Chief Executive Officer. The experience of our senior management is a valuable asset to us and would be difficult to replace.
We are also subject to minimum financial eligibility requirements established by the FHA, VA, USDA, HUD, GSEs, Ginnie Mae, and certain state regulators, including net worth, capital ratio and /or liquidity criteria in order to set a minimum level of capital needed to adequately absorb potential losses and a minimum amo unt of liquidity needed to service such agency mortgage loans and MBS and cover the associated financial obligations and risks.
Changes in regulatory capital, liquidity, and net worth requirements applicable to non-bank mortgage companies could materially affect our ability to operate and grow our business. 29 Table of Contents We are also subject to minimum financial eligibility requirements established by the FHA, VA, USDA, HUD, GSEs, Ginnie Mae, and certain state regulators, including net worth, capital ratio and/or liquidity criteria in order to set a minimum level of capital needed to adequately absorb potential losses and a minimum amount of liquidity needed to service such agency mortgage loans and MBS and cover the associated financial obligations and risks.
See “ —If we cannot maintain our corporate culture, we could lose the innovation, collaboration and focus on the mission that contribute to our business. ” In addition, it could be costly and time-consuming to repair or replace our campus.
See “ —If we cannot maintain our corporate culture, we could lose the innovation, collaboration and focus on the mission that contribute to our business. ” In addition, it could be costly and time-consuming to repair or replace our campus. Risks Related to our Financing We rely on our warehouse facilities, structured as repurchase agreements, to finance our loan originations.
The experience of our senior management is a valuable asset to us and would be difficult to replace. The loss of the services of our Chairman, President and Chief Executive Officer or other members of senior management could disrupt and have a detrimental effect on our business.
The loss of the services of our Chairman, President and Chief Executive Officer or other members of senior management could disrupt and have a detrimental effect on our business.
These entities establish the base service fee to compensate us for servicing loans as well as the assessment of fines and penalties that may be imposed upon us for failing to meet servicing standards.
The majority of the mortgage loans we service are serviced on behalf of Fannie Mae, Freddie Mac and Ginnie Mae. These entities establish the base service fee to compensate us for servicing loans as well as the assessment of fines and penalties that may be imposed upon us for failing to meet servicing standards.
To compete effectively, we must have a very high level of operational, technological and managerial expertise, as well as access to capital at a competitive cost. 12 Table of Contents Competition in our industry can take many forms, including the variety of loan programs being made available, interest rates and fees charged for a loan, convenience in obtaining a loan, client service levels, the amount and term of a loan, as well as access to marketing and distribution channels, including Independent Mortgage Brokers that generate mortgage loan applications.
Competition in our industry can take many forms, including the variety of loan programs being made available, interest rates and fees charged for a loan, convenience in obtaining a loan, client service levels, the amount and term of a loan, as well as access to marketing and distribution channels, including Independent Mortgage Brokers that generate mortgage loan applications.
Our business is highly dependent on Fannie Mae and Freddie Mac and certain U.S. government agencies, and any changes in these entities or their current roles could be detrimental to our business. We primarily originate loans eligible for sale to Fannie Mae and Freddie Mac, and government insured or guaranteed loans, such as the FHA, the U.S.
Our business is highly dependent on Fannie Mae and Freddie Mac and certain U.S. government agencies, and any changes in these entities or their current roles could be detrimental to our business.
Any of these, or other, changes in laws or regulations could have a detrimental effect on our business. The CFPB has traditionally been active in its monitoring of the loan origination and servicing sectors, and to the extent that it continues its path of regulation and examination it will impact our regulatory compliance burden and associated costs.
The CFPB has traditionally been active in its monitoring of the loan origination and servicing sectors, and to the extent that it continues its path of regulation and examination it will impact our regulatory compliance burden and associated costs.
SFS Corp.’s interests may conflict with our interests as a company or the interests of our other stockholders. Resales of the outstanding shares of Class A common stock or shares issuable upon Holdings LLC Unit Exchanges, exercise of Warrants or in connection with the Earn-Out could depress the market price of our Class A common stock or result in dilution.
SFS Corp.’s interests may conflict with our interests as a company or the interests of our other stockholders. Resales of the outstanding shares of Class A common stock, future issuances of Class A common stock or shares issuable upon an Exchange Transaction could depress the market price of our Class A common stock or result in dilution.
When we enter into repurchase agreements, we sell mortgage loans to other lenders, which are the repurchase agreement counterparties, and receive cash from these lenders.
We currently leverage and, to the extent available, intend to continue to leverage the mortgage loans we originate with borrowings under these repurchase agreements. When we enter into repurchase agreements, we sell mortgage loans to other lenders, which are the repurchase agreement counterparties, and receive cash from these lenders.
For example, we have invested, and will continue to, invest significant capital resources on developing, maintaining and improving our proprietary technology platforms, including through the integration of AI into these platforms and processes. 19 Table of Contents To the extent we are dependent on any particular technology or technological solution, we may be harmed if such technology or technological solution (1) becomes non-compliant with existing industry standards, (2) fails to meet or exceed the capabilities of our competitors’ equivalent technologies or technological solutions, (3) becomes increasingly expensive to service, retain and update, (4) becomes subject to third-party claims of intellectual property infringement, misappropriation or other violation, or (5) malfunctions or functions in a way we did not anticipate or that results in loan defects potentially requiring repurchase.
To the extent we are dependent on any particular technology or technological solution, we may be harmed if such technology or technological solution (1) becomes non-compliant with existing industry standards, (2) fails to meet or exceed the capabilities of our competitors’ equivalent technologies or technological solutions, (3) becomes increasingly expensive to service, retain and update, (4) becomes subject to third-party claims of intellectual property infringement, misappropriation or other violation, or (5) malfunctions or functions in a way we did not anticipate or that results in loan defects potentially requiring repurchase or originated loans which are alleged to violate consumer financial laws.
Our hedging activities in the future may include entering into interest rate swaps, caps and floors, options to purchase these items, purchasing or selling U.S. Treasury securities, and/or other tools and strategies. These hedging decisions will be determined in light of the facts and circumstances existing at the time and may differ from our current hedging strategy.
Our hedging activities in the future may include entering into interest rate swaps, caps and floors, options to purchase these items, purchasing or selling U.S. Treasury securities, and/or other tools and strategies.
With higher interest rates, refinancing activity declines as fewer consumers are interested in refinancing their mortgages. Although the Federal Reserve began reducing overnight interest rates during 2024, these actions have not yet had a material impact on reducing mortgage rates.
With higher interest rates, refinancing activity declines as fewer consumers are interested in refinancing their mortgages. At present, a substantial percentage of outstanding mortgage loans have fixed interest rates significantly below current market interest rates. Although the Federal Reserve continued reducing overnight interest rates during 2025, these actions have not yet had a material impact on reducing mortgage rates.
The new Presidential Administration is also seeking to materially reduce governmental spending and the role of governmental agencies and it is unclear if any of the proposed regulatory reform or funding changes would affect the other governmental agencies that support the mortgage industry, such as FHA, HUD, VA or USDA, and, if so, if such regulatory reforms, funding limitations or program discontinuations would affect the availability of these programs, the cost and availability of mortgage loans, the MBS market or the housing market in general.
Any proposed regulatory reform or funding changes could affect the other governmental agencies that support the mortgage industry, such as FHA, HUD, VA or USDA, and if such regulatory reforms, funding limitations or program discontinuations could affect the availability of these programs, the cost and availability of mortgage loans, the MBS market or the housing 14 Table of Contents market in general.
High profile fraudulent activity also could negatively impact our brand and reputation, which could impact our business. In addition, significant increases in fraudulent activity could lead to regulatory intervention, which could increase our costs and negatively impact our business.
High profile fraudulent activity also could negatively impact our brand and reputation, which could impact our business. In addition, significant increases in fraudulent activity could lead to regulatory intervention, which could increase our costs and negatively impact our business. Our counterparties may terminate our servicing rights, which could have a material adverse effect on our revenues.
The minimum liquidity requirements of the GSEs and Ginnie Mae were updated in 2023, increasing certain requirements, and Ginnie Mae implemented a new minimum risk-based capital ratio requirement which became effective as of December 31, 2024.
The minimum liquidity requirements of the GSEs and Ginnie Mae were updated in 2023, increasing certain requirements, and Ginnie Mae implemented a new minimum risk-based capital ratio requirement which became effective as of December 31, 2024. We must satisfy these requirements on an ongoing basis in order to maintain our agency approvals and state licenses.
If we are unable to satisfy a margin call, our counterparty may accelerate repayment of our indebtedness, increase interest rates, liquidate the collateral (which may result in significant losses to it) or terminate our ability to borrow. Such a situation would likely result in a rapid deterioration of our financial condition and possibly necessitate a filing for bankruptcy protection.
If we are unable to satisfy a margin call, our counterparty may accelerate repayment of our indebtedness, increase interest rates, 24 Table of Contents liquidate the collateral (which may result in significant losses to it) or terminate our ability to borrow.
The success and growth of our business will depend upon our ability to be a leader in technological innovation in our industry. We operate in an industry experiencing rapid technological change and frequent product introductions.
Similar challenges and risks to servicers, including us, will likely occur when such events transpire in the future. 22 Table of Contents The success and growth of our business will depend upon our ability to be a leader in technological innovation in our industry. We operate in an industry experiencing rapid technological change and frequent product introductions.
While we seek to use technology, such as our LOS, to monitor whether these clients and their loan officers are complying with their obligations, our ability to enforce such compliance is extremely limited.
While we seek to use technology, such as our LOS, to monitor whether these clients and their loan officers are complying with their obligations, our ability to ensure the Independent Mortgage Brokers who refer loans to us remain compliant across their operations is extremely limited.
In addition, the indentures governing our 2025 Senior Notes, 2029 Senior Notes, 2027 Senior Notes, and 2030 Senior Notes contain covenants imposing operating and financial restrictions on our business.
For example, the indentures governing our outstanding Senior Notes contain covenants imposing operating and financial restrictions on our business.
Department of Veteran Affairs (“VA”) and the U.S. Department of Agriculture (“USDA”), which are eligible for Ginnie Mae securities issuance. If we lose approvals with these agencies or our relationships with these agencies is otherwise adversely affected, we would need to seek alternative secondary market participants to acquire our mortgage loans at a volume sufficient to sustain our business.
If we lose approvals with these agencies or our relationships with these agencies is otherwise adversely affected, we would need to seek alternative secondary market participants to acquire our mortgage loans at a volume sufficient to sustain our business.
Approximately 1.37% of our serviced loans were 60+ days delinquent and 0.11% were in forbearance as of December 31, 2024. Government intervention also occurs periodically as a result of natural disasters or other events that cause widespread borrower harm. Similar challenges and risks to servicers, including us, will likely occur when such events transpire in the future.
Approximately 1.62% of our serviced loans were 60+ days delinquent and 0.26% were in forbearance as of December 31, 2025. Government intervention also occurs periodically as a result of natural disasters or other events that cause widespread borrower harm.
Furthermore, we remain responsible for ensuring our loans are originated in compliance with applicable laws. Despite our efforts to monitor such compliance, any errors or failures of such third-party vendors or their software to perform in the manner intended could result in loan defects potentially requiring repurchase.
Despite our efforts to monitor such compliance, any errors or failures of such third-party vendors or their software to perform in the manner intended could result in loan defects potentially requiring repurchase or incurring costs to respond to alleged regulatory violations.
A rapidly rising interest rate environment may increase the likelihood of additional margin calls that could adversely impact our liquidity. • The warehouse facilities subject us to counterparty risk.
Such a situation would likely result in a rapid deterioration of our financial condition and possibly necessitate a filing for bankruptcy protection. A rapidly rising interest rate environment may increase the likelihood of additional margin calls that could adversely impact our liquidity. • The warehouse facilities subject us to counterparty risk.
We entered into a tax receivable agreement with SFS Corp. that provides for the payment by us to SFS Corp.
We are required to pay SFS Corp. for certain tax benefits we may claim, and the amounts we may pay could be significant. We entered into a tax receivable agreement with SFS Corp. that provides for the payment by us to SFS Corp.
These hedging strategies may be less effective than our current hedging strategies in mitigating the risks described above, which could be detrimental to our business and financial condition.
These hedging decisions will be 26 Table of Contents determined in light of the facts and circumstances existing at the time and may differ from our current hedging strategy. These hedging strategies may be less effective than our current hedging strategies in mitigating the risks described above, which could be detrimental to our business and financial condition.
The conduct of the Independent Mortgage Brokers through whom we originate mortgage loans could subject us to fines or other penalties. We depend exclusively on Independent Mortgage Brokers for our loan originations. These clients are subject to parallel and separate legal obligations.
Any failure to do so could adversely affect our ability to deliver effective products to our clients, borrowers and loan applicants and adversely affect our business. The conduct of the Independent Mortgage Brokers through whom we originate mortgage loans could subject us to fines or other penalties. We depend exclusively on Independent Mortgage Brokers for our loan originations.
Together, these provisions may make more difficult the removal of management and may discourage 32 Table of Contents transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
Consequently, while we have been able to sell the excess servicing on GSE loans to generate liquidity, there is no assurance that changes in valuation of MSRs or excess serving may not reduce the value of the assets or the price at which we can sell such assets.
Consequently, while we have been able to sell the excess servicing on GSE loans to generate liquidity, there is no assurance that changes in valuation of MSRs or excess serving may not reduce the value of the assets or the price at which we can sell such assets. 25 Table of Contents A substantial portion of our assets are measured at fair value, and if our estimates with respect to the determination of the fair value of those assets prove to be incorrect, we may be required to write down the value of such assets, which could adversely affect our earnings, financial condition and liquidity.
These claims would be subject to significant delay and, if and when received, may be substantially less than the damages we actually incur. 25 Table of Contents Our financing arrangements contain, and the government agencies impose, certain financial and restrictive covenants that limit our ability to operate our business and a default under such agreements or requirements could have a material adverse effect on our business, liquidity, financial condition, cash flows and results of operations.
These claims would be subject to significant delay and, if and when received, may be substantially less than the damages we actually incur. Our financing arrangements contain certain financial and restrictive covenants that limit our ability to operate our business.
Negative public opinion can also result from actions taken by government regulators and community organizations in response to our activities, from consumer complaints, including in the CFPB complaints database, and from media coverage, whether accurate or not. 30 Table of Contents Any of these types of matters could cause us to incur costs, loss of business, fines and legal expenses, regardless of any eventual ruling in our favor, and could also harm the reputation of our brand.
Negative public opinion can result from our actual or alleged conduct in any number of activities. Negative public opinion can also result from actions taken by government regulators and community organizations in response to our activities, from consumer complaints, including in the CFPB complaints database, and from media coverage, whether accurate or not.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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In addition, our agreements with material vendors, including subservicers, contain indemnification provisions with respect to cybersecurity matters. • Independent Assessments with Outside Consultants: In addition to the broad capabilities of our internal information security team, we also engage various outside consultants, including contractors, auditors, and other third parties, to among other things , conduct independent assessments and regular testing of our networks and systems to identify vulnerabilities through penetration testing, while also measuring and advising on potential improvements to our incident prevention, response and documentation procedures. • Team Member Education & Awareness: We provide in-depth training to new team members, as well as annual, mandatory training for all team members regarding cybersecurity threats as a means to equip our team members with effective tools to identify and prevent cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
In addition, our agreements with material vendors, including with our subservicer, contain indemnification provisions with respect to cybersecurity matters. • Independent Assessments with Outside Consultants: In addition to the broad capabilities of our internal information security team, we also engage various outside consultants, including contractors, auditors, and other third parties, to among other things , conduct independent assessments and regular testing of our networks and systems to identify vulnerabilities through penetration testing, while also measuring and advising on potential improvements to our incident prevention, response and documentation procedures. • Team Member Education & Awareness: We provide in-depth training to new team members, as well as annual, mandatory training for all team members regarding cybersecurity threats as a means to equip our team members with effective tools to identify and prevent cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
In addition, we have a Risk Committee comprised of our top executives from across the Company, including our Chief Executive Officer, Chief Risk Officer, Chief Operating Officer, Chief Financial Officer and Chief Accounting Officer, Chief People Officer, CISO and several other leaders across our legal, operational and reporting functions.
In addition, we have a Risk Committee comprised of our top executives from across the Company, including our Chief Executive Officer, Chief Risk Officer, Chief Operating Officer, Chief Financial Officer, Chief People Officer, CISO and several other leaders across our legal, operational and reporting functions.
These efforts include a wide range of activities, including penetration testing multiple times throughout the year, adoption and regular evaluation of incident response plans and procedures, regular team member email phishing test campaigns, email security monitoring, real-time vulnerability scanning and intrusion detection, team member cybersecurity awareness programs, regular 35 Table of Contents audits and evaluations of internal and third-party systems, and continuous improvement of the information security management system.
These efforts include a wide range of activities, including penetration testing multiple times throughout the year, adoption and regular evaluation of incident response plans and procedures, regular team member email phishing test campaigns, email security monitoring, real-time vulnerability scanning and intrusion detection, team member cybersecurity awareness programs, regular audits and evaluations of internal and third-party systems, and continuous improvement of the information security management system.
Item 1C. Cybersecurity We recognize the critical importance of maintaining the safety and security of our technology systems and data and have a holistic process for overseeing and managing cybersecurity and information technology related risks. This process is supported by both management and our Board.
Item 1C. Cybersecurity We recognize the critical importance of maintaining the safety and security of our technology systems and data and have a holistic process for overseeing and managing cybersecurity and information technology related risks. This process is 36 Table of Contents supported by both management and our Board.
A cybersecurity threat is any potential unauthorized occurrence, on 34 Table of Contents or conducted through, our information systems that may result in adverse effects on the confidentiality, integrity or availability of our information systems or any information residing therein.
A cybersecurity threat is any potential unauthorized occurrence, on or conducted through, our information systems that may result in adverse effects on the confidentiality, integrity or availability of our information systems or any information residing therein.
Furthermore, our CISO holds a number of certifications, including CISSP (Certified Information Systems Security Professional), serves on the CISO ExecNet Advisory Council and is active in a number of information security communities and groups.
Furthermore, our CISO holds a number of certifications, including CISSP (Certified Information Systems 37 Table of Contents Security Professional), serves on the CISO ExecNet Advisory Council and is active in a number of information security communities and groups.
In addition, the full Board may review and assess cybersecurity threats as part of its responsibilities for our risk management oversight.
We also established an Artificial Intelligence Governance Committee, which is executive-level body that oversees the secure, responsible and strategic implementation of AI within our operations. In addition, the full Board may review and assess cybersecurity threats as part of its responsibilities for our risk management oversight.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties Our corporate headquarters, located in Pontiac, Michigan, is comprised of leased buildings with approximately 1.4 million square feet of occupied space, that house substantially all of our operations. In addition, we have two land leases, one providing parking space for our team members and the other providing an outdoor food court pavilion.
Item 2. Properties Our corporate headquarters, located in Pontiac, Michigan, is comprised of leased buildings with approximately 1.5 million square feet of occupied space, that house substantially all of our operations. In addition, we have two land leases, one providing parking space for our team members and the other providing an outdoor food court pavilion.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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On October 15, 2024, the UWM Defendants filed a motion to dismiss the first amended class action complaint and a motion to strike class allegations in the case. On December 13, 2024, th e UWM Defendants filed a motion for sanctions based on the new allegations contained in the first amended class action complaint.
On October 15, 2024, the UWM Defendants filed a motion to dismiss the first amended class action complaint and a motion to strike class allegations in the case. On December 13, 2024, the UWM Defendants filed a motion for sanctions based on the new allegations contained in the first amended class action complaint.
The Plaintiffs allege, among other things, that for mortgage loans originated through UWM, UWM improperly influenced mortgage brokers in its network to steer prospective borrowers to obtain their mortgage loans from UWM at pricing and subject to fees substant ially in excess of that charged by competitors, and that such mortgage brokers did not act independently but instead were captive to UWM.
The Escue Plaintiffs allege, among other things, that for mortgage loans originated through UWM, UWM improperly influenced mortgage brokers in its network to steer prospective borrowers to obtain their mortgage loans from UWM at pricing and subject to fees substantially in excess of that charged by competitors, and that such mortgage brokers did not act independently but instead were captive to UWM.
The resolution of these matters, including the matters specifically described below, is not currently expected to have a material adverse effect on our financial position, financial performance or cash flows. On April 23, 2021, a complaint was filed in the U.S.
The resolution of these matters, including the matters specifically described below, is not currently expected to have a material adverse effect on our financial position, financial performance or cash flows. On April 2, 2024, a complaint was filed in the U.S.
The UWM Defendants deny the allegations in the complaint. On June 21, 2024, the UWM Defendants filed a motion to dismiss in the case. On August 30, 2024, Plaintiffs filed a first amended class action complaint in the case. On September 17, 2024, the UWM Defendants filed motions for sanctions.
On June 21, 2024, the UWM Defendants filed a motion to dismiss the case. On August 30, 2024, the Escue Plaintiffs filed a first amended class action complaint in the case. On September 17, 2024, the UWM Defendants filed a motion for sanctions.
On October 23, 2024, AML filed a Response to Notice of Supplemental Authority. 36 Table of Contents On April 2, 2024, a complaint was filed in the U.S. District Court for the Eastern District of Michigan against UWM, the Company, SFS Corp., and Mat Ishbia, individually (collectively, the “UWM Defendants”) by Therisa D. Escue, et al. (collectively, the “Plaintiffs”).
District Court for the Eastern District of Michigan against UWM, the Company, SFS Corp., and Mat Ishbia, individually (collectively, the “UWM Defendants”) by Therisa D. Escue, et al. (collectively, the “Escue Plaintiffs”). The Escue Plaintiffs seek class certification, monetary damages, attorneys’ fees and equitable and injunctive relief.
Removed
District Court for the Middle District of Florida against the Company and Mat Ishbia, individually by The Okavage Group, LLC ("Okavage") on behalf of itself and all other mortgage brokers who are, or have been clients of UWM and either Fairway Independent Mortgage or Rocket Pro TPO.
Added
The Court entered an opinion and order on September 30, 2025 (the “Order”) granting the UWM Defendants’ motion to dismiss the first amended class action complaint as to nearly all claims and dismissing the Company, SFS Corp., and Mat Ishbia from the case.
Removed
On February 6, 2024, the Magistrate Judge issued a report and recommendation that the complaint be dismissed on all counts (the “Report and Recommendation”). On September 23, 2024, the court entered an order (the "Order") adopting and confirming the Report and Recommendation and dismissing the supplemental class action complaint without prejudice.
Added
The Order denied the motion for sanctions filed by the UWM Defendants and denied the motion to strike class allegations in the case without prejudice allowing UWM to file a renewed motion limited to the surviving claims. 38 Table of Contents UWM filed its renewed motion to strike class allegations and answer to the first amended class action complaint on October 28, 2025.
Removed
On October 17, 2024, Okavage filed a notice of appeal with the United States Court of Appeals for the Eleventh Circuit appealing the Order. On February 3, 2022, UWM filed a complaint against America’s Moneyline, Inc. (“AML”), a former client, in the U.S. District Court for the Eastern District of Michigan, seeking monetary damages and injunctive relief.
Added
On April 17, 2025, UWM was served with a complaint filed by the State of Ohio ex rel. Dave Yost, Ohio Attorney General (“Ohio AG”) in the Court of Common Pleas in Montgomery County, Ohio (“Ohio AG Complaint”) which largely mirrors the allegations included in the April 2, 2024 complaint filed by Therisa D.
Removed
The complaint alleges AML breached the parties’ wholesale broker agreement by submitting mortgage loans and mortgage loan applications to certain select retail lenders. On February 25, 2022, AML filed its answer to the complaint and included certain counterclaims against UWM, including fraud and misrepresentation. On March 18, 2022, UWM filed a motion to dismiss AML’s counterclaims.
Added
Escue, et al. against UWM, the Company, SFS Corp., and Mat Ishbia, individually (“Escue Complaint”) but asserts them under Ohio law.
Removed
On December 22, 2022, the court granted UWM’s motion in large part, dismissing AML’s counterclaims (except its declaratory judgment claim), and held that AML's counterclaims failed for the same reasons as explained in the Report and Recommendation in Okavage (discussed above).
Added
The Ohio AG Complaint alleges, among other things, that for Ohio mortgage loans originated through UWM, UWM improperly influenced mortgage brokers in its network to steer prospective borrowers to obtain their Ohio mortgage loans from UWM at pricing and subject to fees substantially in excess of those fees charged by competitors, and that such mortgage brokers did not act independently but instead were captive to UWM.
Removed
On May 6, 2024, AML filed a motion for leave to file a supplemental counterclaim, to which UWM filed a response on May 20, 2024. On September 26, 2024, UWM filed a Notice of Supplemental Authority providing the court with the Order in Okavage.
Added
Pursuant to the Ohio AG Complaint, the Ohio AG seeks monetary damages, attorneys’ fees and equitable, declaratory and injunctive relief. Like the Escue Complaint, UWM denies the allegations in the Ohio AG Complaint. UWM filed its motion to dismiss the Ohio AG Complaint on November 7, 2025. The Ohio AG filed its first amended complaint on December 1, 2025.
Removed
The Plaintiffs seek class certification, monetary damages, attorneys’ fees and equitable and injunctive relief.
Added
UWM filed its motion to dismiss first amended complaint on January 6, 2026. On May 2, 2025, a complaint was filed by Jennifer Adams, et al.
Removed
All of the above referenced motions are pending before the district court. Item 4. Mine Safety Disclosures Not applicable. PART II
Added
(“AMC Plaintiffs”) in the Superior Court of California, County of San Diego against UWM and Alexander & McCabe Financial LLC, d/b/a @Home VMS alleging that the appraisal fee charged to the AMC Plaintiffs was unlawful, unfair and deceptive under California law (the “AMC Complaint”).
Added
Pursuant to the AMC Complaint, the AMC Plaintiffs seek class certification, monetary damages, attorneys’ fees, declaratory relief, and injunctive relief. On June 17, 2025, UWM filed its demurrer to the AMC Complaint asserting that no actionable claim was stated against UWM in the AMC Complaint. UWM’s demurrer to the AMC Complaint was granted in part on January 16, 2026.
Added
UWM filed its answer to remaining counts of the AMC Complaint on February 2, 2026. On June 26, 2025, a complaint was filed by Ethan Allison and Mark Caloca, et al.
Added
(“Website Plaintiffs”) in the United States District Court for the Northern District of California against UWM alleging certain damages associated with the tracking technologies on UWM’s website (the “Website Complaint”). Pursuant to the Website Complaint, the Website Plaintiffs seek class certification, monetary damages, attorneys’ fees, equitable relief and declaratory relief.
Added
On August 22, 2025, UWM filed a motion to dismiss the class action complaint. On September 12, 2025, the Website Plaintiffs filed an amended class action complaint in the case. On September 26, 2025, UWM filed a motion to dismiss the amended class action complaint.
Added
On December 21, 2025, the court granted UWM’s motion to dismiss the amended class action complaint and dismissed the amended class action complaint without prejudice. The Website Plaintiffs filed a notice of voluntary dismissal without prejudice on February 2, 2026, and an order of dismissal was entered by the court dismissing the case without prejudice.
Added
On December 2, 2025, a complaint was filed in the U.S. District Court for the Eastern District of Michigan against UWM by Andrew James McGonigle, et al. (collectively, the “McGonigle Plaintiffs”). The McGonigle Plaintiffs seek class certification, monetary damages, attorneys’ fees and declaratory and injunctive relief.
Added
The McGonigle Plaintiffs allege, among other things, violations of the Telephone Consumer Protection Act and Virginia Telephone Privacy Protection Act by UWM. On January 16, 2026, UWM filed its motion to dismiss and strike class allegations in this case on the basis that the calls were not made by UWM.
Added
On December 8, 2025, a complaint was filed in the U.S. District Court for the Southern District of Texas against UWM by Alexander Victor Lee, et al. (collectively, the “Lee Plaintiffs”). The Lee Plaintiffs seek class certification, monetary damages, attorneys’ fees and declaratory and injunctive relief.
Added
The Lee Plaintiffs allege, among other things, violations of the Telephone Consumer Protection Act and Texas Business and Commerce Code by UWM. The allegations asserted by the Lee Plaintiffs in their complaint are similar to the allegations asserted by the McGonigle Plaintiffs in their complaint.
Added
The Lee Plaintiffs filed a notice of voluntary dismissal without prejudice on February 10, 2026, and the case was dismissed by the court without prejudice. On December 16, 2025, a complaint was filed by Andrew Arnold, et al.
Added
(“Arnold Plaintiffs”) in the 17th Judicial Circuit for Broward County, Florida alleging class claims against Appraisal Nation, LLC and AMC Links, LLC (collectively, “Defendant AMCs”) for alleged violations of the Florida Deceptive and Unfair Trade Practices Act and individual claims against UWM for alleged misrepresentations associated with two loan transactions.
Added
The Arnold Plaintiffs seek class certification as to the claims against the Defendant AMCs, monetary damages, attorneys’ fees, and injunctive relief. On February 11, 2026, UWM filed its motion to dismiss and motion to sever in this case. On February 4, 2026, a complaint was filed in the U.S.
Added
District Court for the District of Colorado against UWM by Bridget A. Warne, et al. (collectively, the “Warne Plaintiffs”). The Warne Plaintiffs seek class certification, monetary damages and declaratory and injunctive relief. The Warne Plaintiffs allege, among other things, violations of the Telephone Consumer Protection Act by UWM.
Added
The allegations asserted by the Warne Plaintiffs in their complaint are similar to the allegations asserted by the McGonigle Plaintiffs and the Lee Plaintiffs in their respective complaints.
Added
UWM again denies the allegations in the complaint on the basis that the calls were not made by UWM and UWM intends to defend itself against such allegations. 39 Table of Contents Item 4. Mine Safety Disclosures Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Performance Graph The graph below compares the cumulative total return for our common stock for the period from the closing of the Business Combination transaction on January 21, 2021 through December 31, 2024 with the comparable cumulative returns of two indices: the Russell 2000 Index and the Dow Jones US Mortgage Finance Index, which is an industry index comprised of mortgage financing companies.
Performance Graph The graph below compares the cumulative total return for our common stock for the period from the closing of the Business Combination transaction on January 21, 2021 through December 31, 2025 with the comparable cumulative returns of two indices: the Russell 2000 Index and the Dow Jones US Mortgage Finance Index, which is an industry index comprised of mortgage financing companies.
The graph assumes $100 invested on January 21, 2021 and reflects the cumulative total return on that investment, including the reinvestment of all dividends where applicable, through December 31, 2024. 37 Table of Contents ________________________________________ We use January 21, 2021 as our initial measuring point because we completed our business combination with Gores IV on January 21, 2021, the date on which our shares of Class A common stock began trading on the NYSE.
The graph assumes $100 invested on January 21, 2021 and reflects the cumulative total return on that investment, including the reinvestment of all dividends where applicable, through December 31, 2025. 40 Table of Contents ________________________________________ We use January 21, 2021 as our initial measuring point because we completed our business combination with Gores IV on January 21, 2021, the date on which our shares of Class A common stock began trading on the NYSE.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price and Ticker Symbol Our Class A common stock and Warrants are currently listed on the NYSE under the symbols "UWMC" and "UWMCWS," respectively.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price and Ticker Symbol Our Class A common stock is currently listed on the NYSE under the symbol "UWMC." The closing price of the Class A common stock as of February 23, 2026 was $4.53.
There is no public market for our Class B common stock, Class C common stock, or Class D common stock. Dividend Policy We initiated a quarterly dividend on shares of our Class A common stock in the first quarter of 2021.
Dividend Policy We initiated a quarterly dividend on shares of our Class A common stock in the first quarter of 2021.
The closing price of the Class A common stock and Warrants as of February 24, 2025 was $6.44 and $0.17, respectively. Holders As of February 24, 2025, there were 36 holders of record of our Class A common stock and 3 holders of record of our Warrants. Such numbers do not include beneficial owners holding our securities through nominee names.
Holders As of February 23, 2026, there were 33 holders of record of our Class A common stock. Such numbers do not include beneficial owners holding our securities through nominee names. There is no public market for our Class B common stock, Class C common stock, or Class D common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Loss on Other Interest Rate Derivatives The loss on other interest rate derivatives of $215.4 million for the year ended December 31, 2024 was due to losses on interest rate swap futures that we entered into in 2024.
The loss on other interest rate derivatives of $215.4 million for the year ended December 31, 2024 was due to losses on interest rate swap futures that we entered into in 2024.
Net income Net income was $329.4 million for the year ended December 31, 2024, an increase of $399.2 million or 572.0%, as compared to net loss of $69.8 million for the year ended December 31, 2023.
Net income was $329.4 million for the year ended December 31, 2024, an increase of $399.2 million or 572.0%, as compared to net loss of $69.8 million for the year ended December 31, 2023.
Net cash provided by (used in) financing activities Net cash provided by financing activities was $3.6 billion for the year ended December 31, 2024 compared to $2.2 billion of net cash used in financing activities for the same period in 2023.
Net cash provided by financing activities was $3.6 billion for the year ended December 31, 2024 compared to $2.2 billion of net cash used in financing activities for the same period in 2023.
The increase in cash flows from financing activities year-over-year was primarily driven by net borrowings under warehouse lines of credit (due to the increase in mortgage loans at fair value) and net proceeds from the issuance of the 2030 Senior Notes, partially offset by net repayments on our MSR facilities, member distributions (including tax distributions), and dividends.
The increase in cash flows provided by financing activities year-over-year was primarily driven by net borrowings under warehouse lines of credit (due to the increase in mortgage loans at fair value) and net proceeds from the issuance of the 2030 Senior Notes, partially offset by net repayments on our MSR facilities, member distributions (including tax distributions), and dividends.
These components of total loan production income are primarily impacted by market pricing competition, loan production volume, the estimated fair value of MSRs, and the effectiveness of our pipeline hedging strategies, which can be impacted by fluctuations in market interest rates between the lock date and the date a loan is sold into the secondary market.
These components of total loan production income are primarily impacted by market pricing competition, loan production volume, the estimated fair value of originated MSRs, and the effectiveness of our pipeline hedging strategies, which can be impacted by fluctuations in market interest rates between the lock date and the date a loan is sold into the secondary market.
As we have committed to providing a mortgage loan at a specific interest rate, we generally hedge that risk by selling forward-settling mortgage-backed securities and FLSCs in the To Be Announced ("TBA") market.
As we have committed to providing a mortgage loan at a specific interest rate, we generally hedge that risk by selling forward-settling mortgage-backed securities and FLSCs in the To Be Announced market.
The borrowings against investment securities have remaining terms ranging from one to three months as of December 31, 2024, and interest rates based on SOFR plus a spread. We intend to renew these sale and repurchase agreements upon their maturity during the required holding period for the retained investment securities.
The borrowings against investment securities have remaining terms ranging from one to three months as of December 31, 2025, and interest rates based on SOFR plus a spread. We intend to renew these sale and repurchase agreements upon their maturity during the required holding period for the retained investment securities.
For purposes of both initial and subsequent measurement, the fair value of MSRs is determined using a valuation model that calculates the present value of estimated net future servicing income. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing income, and ancillary income and late fees, among others.
For purposes of both initial and subsequent measurement, the fair value of MSRs is determined using a valuation model that calculates the present value of estimated net future servicing income. The model includes estimates of prepayment speeds, discount rates, cost to service, float earnings, contractual servicing income, and ancillary income and late fees, among others.
The maximum exposure under our representations and warranties obligations would be the outstanding principal balance, any premium received on all loans ever sold by us that are not subject to agency certainty clauses, as well as potential costs associated with repurchasing or indemnifying the buyers, less any loans that have already been paid in full by the borrower, loans that have defaulted without a breach of representations and warranties, that have been indemnified via settlement or make whole, or that have been repurchased .
The maximum exposure under our representations and warranties obligations would be the outstanding principal balance, any premium received on all loans sold by us that are not subject to agency certainty clauses, as well as potential costs associated with repurchasing or indemnifying the buyers, less any loans that have already been paid in full by the borrower, loans that have defaulted without a breach of representations and warran ties, that have been indemnified via settlement or make whole, or that have been repurchased.
This incr ease was primarily due to an increase in loan production volume of $31.1 billion, or 28.8%, from $108.3 billion to $139.4 billion during the year ended December 31, 2024, as compared to the same period in 2023, and the impacts of improved market pricing.
This increase was primarily due to an increase in loan production volume of $31.1 billion, or 28.8%, from $108.3 billion to $139.4 billion during the year ended December 31, 2024, as compared to the same period in 2023, and the impacts of improved market pricing.
The Ginnie Mae MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement. As of December 31, 2024, we were in compliance with all applicable covenants covenants under the Ginnie Mae MSR Facility.
The Ginnie Mae MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement. As of December 31, 2025, we were in compliance with all applicable covenants under the Ginnie Mae MSR Facility.
Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.
Adj usted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.
Interest on the 2030 Senior Notes is due semi-annually on February 1 and August 1 of each year. We used the net proceeds from the issuance of the 2030 Senior Notes to pay down outstanding amounts on our MSR facilities and for general corporate purposes.
Interest on the 2030 Senior Notes is due semi-annually on February 1 and August 1 of each year, commencing August 1, 2025. We used the net proceeds from the issuance of the 2030 Senior Notes to pay down outstanding amounts on our MSR facilities and for general corporate purposes.
The Revolving Credit Agreement contains certain financial and operating covenants and restrictions, subject to a number of exceptions and qualificati ons, and the availability of funds under the Revolving Credit Facility is subject to our continued compliance with these covenants. We were in compliance with these covenants as of December 31, 2024.
The Revolving Credit Agreement contains certain financial and operating covenants and restrictions, subject to a number of exceptions and qualificati ons, and the availability of funds under the Revolving Credit Facility is subject to our continued compliance with these covenants. We were in compliance with these covenants as of December 31, 2025.
Changes in the estimates used to value MSRs could materially change the estimated fair value. Judgement is made when determining these assumptions, however, these estimates are supported by market and economic data collected from various outside sources.
Changes in the estimates used to value MSRs could materially change the estimated fair value. Judgment is made when determining these assumptions, however, these estimates are supported by market and economic data collected from various outside sources.
This increase was primarily due to an increase in salaries, commissions and benefits of $158.9 million, or 30.0%, primarily due to an increase in average team member count as we prepare for anticipated increases in production volume, and an increase in direct loan production costs of $86.0 million, primarily due to costs associated with our free credit report and down payment assistance programs as well as increased loan production volume.
This increase was primarily due to an increase in salaries, commissions and benefits of $158.9 million, or 30.0%, primarily due to an increase in average team member count as we 50 Table of Contents prepare for anticipated increases in production volume, and an increase in direct loan production costs of $86.0 million, primarily due to costs associated with our free credit report and down payment assistance programs as well as increased loan production volume.
The indentures governing the 2025 Senior Notes, the 2027 Senior Notes, the 2029 Senior Notes, and the 2030 Senior Notes contain certain operating covenants and restrictions, subject to a number of exceptions and qualifications, including restrictions on our ability to (1) incur additional non-funding indebtedness unless either (y) the Fixed Charge Coverage Ratio (as defined in the applicable indenture) is no less than 3.0 to 1.0 or (z) the Debt-to-Equity Ratio (as defined in the applicable indenture) does not exceed 2.0 to 1.0, (2) merge, consolidate or sell assets, (3) make restricted payments, including distributions, (4) enter into transactions with affiliates, (5) enter into sale and leaseback transactions and (6) incur liens securing indebtedness.
The indentures governing the outstanding Senior Notes contain certain operating covenants and restrictions, subject to a number of exceptions and qualifications, including restrictions on our ability to (1) incur additional non-funding indebtedness unless either (y) the Fixed Charge Coverage Ratio (as defined in the applicable indenture) is no less than 3.0 to 1.0 or (z) the Debt-to-Equity Ratio (as defined in the applicable indenture) does not exceed 2.0 to 1.0, (2) merge, consolidate or sell assets, (3) make restricted payments, including distributions, (4) enter into transactions with affiliates, (5) enter into sale and leaseback transactions and (6) incur liens securing indebtedness.
We were in compliance with the terms of these indentures as of December 31, 2024. MSR Facilities In 2022, the Company's consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A.
We were in compliance with the terms of these indentures as of December 31, 2025. MSR Facilities In 2022, the Company's consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A.
Holdings LLC is generally required from time to time to make distributions in cash to SFS Corp. (as well as distributions to UWMC) in amounts sufficient to cover the taxes on its allocable share of the taxable income of Holdings LLC.
Holdings LLC is generally required from time to time to make distributions in cash to SFS Corp. (as well as distributions to UWMC) in amounts sufficient to cover the taxes on SFS Corp.'s allocable share of the taxable income of Holdings LLC.
Our inability to satisfy the request could result in the termination of the facility and, depending on the terms of our agreements, possibly result in a default being declared under our other warehouse facilities. Warehouse lenders generally conduct daily evaluations of the adequacy of the underlying collateral for the warehouse loans based on the fair value of the mortgage loans.
Our inability to satisfy the request could result in the termination of the facility and, depending on the terms of our agreements, possibly result in a default being declared under our other warehouse facilities. 52 Table of Contents Warehouse lenders generally conduct daily evaluations of the adequacy of the underlying collateral for the warehouse loans based on the fair value of the mortgage loans.
On December 10, 2024, the Company's consolidated subsidiary, Holdings LLC, issued $800.0 million in aggregate principal amount of senior unsecured notes due February 1, 2030, which are guaranteed by UWM (the "2030 Senior Notes"). The 2030 Senior Notes accrue interest at a rate of 6.625% per annum.
On December 10, 2024, the Company's consolidated subsidiary, Holdings LLC, issued $800.0 million in aggregate principal amount of senior unsecured notes due February 1, 2030, which are guaranteed by its wholly-owned subsidiary, UWM (the "2030 Senior Notes"). The 2030 Senior Notes accrue interest at a rate of 6.625% per annum.
These other interest rate derivative financial instruments are measured at estimated fair value, based on quoted prices in an active market, with changes in fair value reported in the consolidated statements of operations within "Loss on other interest rate derivatives." There were no other interest rate derivative financial instruments outstanding as of December 31, 2024.
These other interest rate derivative financial instruments are measured at estimated fair value, based on quoted prices in an active market, with changes in fair value reported in the consolidated statements of operations within "Gain (loss) on other interest rate derivatives." There were no other interest rate derivative financial instruments outstanding as of December 31, 2025 or 2024.
For the year ended December 31, 2024, 89% of the loans we originated were sold to Fannie Mae or Freddie Mac, or were transferred to Ginnie Mae pools in the secondary market, while the remainder primarily include non-agency jumbo loans that are underwritten to the same “Qualified Mortgage" underwriting standards and have a similar risk profile but are sold to third party investors primarily due to loan size, construction loans, and non-qualified mortgage products, including home equity lines of credit (which in many instances are second liens) .
For the year ended December 31, 2025, approximately 90% of the loans we originated were sold to Fannie Mae or Freddie Mac, or were transferred to Ginnie Mae pools in the secondary market, while the remainder primarily include non-agency jumbo loans that are underwritten to the same “Qualified Mortgage" underwriting standards and have a similar risk profile but are sold to third party investors primarily due to loan size, construction loans, and non-qualified mortgage products, including home equity lines of credit (which in many instances are second liens) .
When the mortgage loan is closed, we fund the loan with approximately 2-3%, on average, of our own funds and the remainder with funds drawn under 38 Table of Contents one of our warehouse facilities (except when we opt to "self-wareh ouse" in which case we use our cash to fund the entire loan).
When the mortgage loan is closed, we fund the loan with approximately 2-3%, on average, of our own funds and the remainder with funds drawn under one of our warehouse facilities (except when we opt to "self-wareh ouse" in which case we use our cash to fund the entire loan).
On January 30, 2023, UWM, amended the Loan and Security Agreement with Citibank, to permit UWM, with the prior consent of Citibank, to enter into transactions for the sale of excess servicing cash flows (as discussed below) whereby Citibank will release its security interest in that portion of the collateral.
On January 30, 2023, UWM amended the Loan and Security Agreement with Citibank, to permit UWM, with the prior consent of Citibank, to enter into transactions for the sale of excess servicing cash flows whereby Citibank will release its security interest in that portion of the collateral.
On or after February 1, 2027, we may, at our option, redeem the 2030 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: February 1, 2027 at 103.313%; February 1, 2028 at 101.656%; or February 1, 2029 until maturity at 100%, of the principal amount of the 2030 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
On or after February 1, 2027, the Company may, at its option, redeem the 2030 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: February 1, 2027 at 103.313%; February 1, 2028 at 101.656%; or February 1, 2029 until maturity at 100%, of the principal amount of the 2030 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
Our critical accounting policies and estimates are discussed below and primarily relate to the fair value and other estimates. Mortgage loans held at fair value and revenue recognition We record mortgage loans at estimated fair value. Mortgage loans at fair value is comprised of loans that are expected to be sold into the secondary market.
Our critical accounting policies and estimates are discussed below and primarily relate to the fair value and other estimates. 58 Table of Contents Mortgage loans held at fair value and revenue recognition We record mortgage loans at estimated fair value. Mortgage loans at fair value is comprised of loans that are expected to be sold into the secondary market.
Historically, our primary uses of funds have included: • origination of loans; • retention of MSRs from our loan sales; • payment of interest expense; • payment of operating expenses; and • dividends on, and repurchases of, our Class A common stock and distributions to SFS Corp., including tax distributions.
Historically, our primary uses of funds have included: • origination of loans; • retention of MSRs from our loan sales; 51 Table of Contents • payment of interest expense; • payment of operating expenses; and • dividends on, and repurchases of, our Class A common stock and distributions to SFS Corp., including tax distributions.
UWM entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts established to faci litate its private label securitization transactions which have been accounted for as borrowings against investment securities.
UWM entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts established to facilitate its private label securitization transactions which have been accounted for as borrowings against investment securities.
We have identified certain accounting estimates as being critical because they require management's judgement to make difficult, subjective or complex judgements about matters that are uncertain. Actual results could differ and the use of other assumptions or estimates could result in material differences in our consolidated financial statements.
We have identified certain accounting estimates as being critical because they require management's judgment to make difficult, subjective or complex judgments about matters that are uncertain. Actual results could differ and the use of other assumptions or estimates could result in material differences in our consolidated financial statements.
Available borrowings, as well as mandatory curtailments, under the 50 Table of Contents Conventional MSR Facility are based on the fair market value of the collateral, and borrowings under the Conventional MSR Facility bea r interest based on one-month term SOFR plus an applicable margin.
Available borrowings, as well as mandatory curtailments, under the Conventional MSR Facility are based on the fair market value of the collateral, and borrowings under the Conventional MSR Facility bea r interest based on one-month term SOFR plus an applicable margin.
Prior to February 1, 2027, we may, at our option, redeem up to 40% of the aggregate principal amount of the 2030 Senior Notes originally issued at a redemption price of 106.625% of the principal amount of the 2030 Senior Notes redeemed on the redemption date plus accrued and unpaid interest, with net proceeds of certain equity offerings.
Prior to February 1, 2027, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2030 Senior Notes originally issued at a redemption price of 106.625% of the principal amount of the 2030 Senior Notes redeemed on the redemption date plus accrued and unpaid interest, with net proceeds of certain equity offerings.
Contractual Obligations Cash requirements from contractual and other obligations As of December 31, 2024, our material cash requirements from known contractual and other obligations include interest and principal payments under our Senior Notes, principal payments under our borrowings against investment securities, interest and principal payments under our Conventional MSR Facility and Ginnie Mae MSR Facility, payments under our financing and operating lease agreements, and required tax distributions to SFS Corp.
Contractual Obligations Cash requirements from contractual and other obligations As of December 31, 2025, our material cash requirements from known contractual and other obligations include interest and principal payments under our Senior Notes, principal payments under our borrowings against investment securities, interest and principal payments under our Conventional MSR Facility and Ginnie Mae MSR Facility, payments under our financing and operating lease agreements, payments to SFS Corp. under the TRA and required tax distributions to SFS Corp.
Borrowings under the Ginnie Mae MSR facility bear interest based on SOFR plus an applicable margin. T he draw period for the Ginnie Mae MSR facility ends on March 20, 2026, and the facility has a maturity date of March 20, 2027. As of December 31, 2024, $250.0 million was outstanding under the Ginnie Mae MSR facility.
Borrowings under the Ginnie Mae MSR Facility bear interest based on SOFR plus an applicable margin. T he draw period for the Ginnie Mae MSR Facility ends on March 20, 2026, and the facility has a maturity date of March 20, 2027. As of December 31, 2025, $300.0 million was outstanding under the Ginnie Mae MSR Facility.
New Accounting Pronouncements Not Yet Effective See Note 1 – Organization, Basis of Presentation and Summary of Significant Accounting Policies to the consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on the Company's consolidated financial statements.
New Accounting Pronouncements See Note 1 – Organization, Basis of Presentation and Summary of Significant Accounting Policies to the consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on the Company's consolidated financial statements.
As of December 31, 2024, $250.0 million was outstanding under the Conventional MSR Facility. The Conventional MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement.
As of December 31, 2025, $900.0 million was outstanding under the Conventional MSR Facility. The Conventional MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement.
Business Overview We are the largest overall residential mortgage lender in the U.S., by closed loan volume, despite originating mortgage loans exclusively through the wholesale channel. For the last ten years, including the year ended December 31, 2024, we have also been the largest wholesale mortgage lender in the U.S. by closed loan volume.
Business Overview We are the largest overall residential mortgage lender in the U.S., by closed loan volume, despite originating mortgage loans exclusively through the wholesale channel. For the last eleven years, including the year ended December 31, 2025, we have also been the largest wholesale mortgage lender in the U.S. by closed loan volume.
In addition, we may, at our option, redeem some or all of the 2030 Senior Notes prior to February 1, 2027 at a price equal to 100% of the principal amount redeemed plus a "make-whole" premium, plus accrued and unpaid interest.
In addition, the Company may, at its option, redeem some or all of the 2030 Senior Notes prior to February 1, 2027 at a price equal to 100% of the principal amount redeemed plus a "make-whole" premium, plus accrued and unpaid interest.
As of December 31, 2024, we were in compliance with all applicable covenants under the Conventional MSR Facility.
As of December 31, 2025, we were in compliance with all applicable covenants under the Conventional MSR Facility.
Interest on the 2025 Senior Notes is due semi-annually on May 15 and November 15 of each year. We used approximately $500.0 million of the net proceeds from the offering of 2025 Senior Notes for general corporate purposes to fund future growth and distributed the remainder to SFS Corp. for tax distributions.
Interest on the 2025 Senior Notes was due semi-annually on May 15 and November 15 of each year. We used approximately $500.0 millio n of the net proceeds from the offering of 2025 Senior Notes for general corporate purposes to fund future growth and distributed the remainder to SFS Corp. for tax distributions.
We estimate the fair value of IRLCs and FLSCs based on estimates of the price that would be received to sell an asset or paid to transfer a liability. Each individual contract is the basis for the determination.
We estimate the fair value of derivatives based on estimates of the price that would be received to sell an asset or paid to transfer a liability. Each individual contract is the basis for the determination.
Loan origination fees increased by approximately $179.8 million for the year en ded December 31, 2024 as compared to the same period in 2023, due to increases in loan production volume and incre ases in per loan origination and other fees associated with new product offerings.
Loan origination fees increased by approximately $179.8 million for the year ended December 31, 2024 as compared to the same period in 2023, due to increases in loan production volume and increases in per loan origination and other fees associated with new product offerings.
("Citibank"), providing UWM with up to $1.5 billion of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the “ Conventional MSR Facility”).
("Citibank"), providing UWM with up t o $1.5 billion of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (th e “ Conventional MSR Facility”).
Components of Revenue We generate revenue from the following three components of the loan origination business: (i) loan production income, (ii) loan servicing income, and (iii) interest income. Loan production income.
Components of Revenue We generate revenue from the following three components of the loan origination business: (i) loan production income, (ii) loan servicing income, and (iii) interest income. 42 Table of Contents Loan production income.
As of December 31, 2024, we had $90.6 million outstanding under individual trades executed pursuant to a master repurchase agreement with a counterparty which is collateralized by the investment securities (beneficial interests in the trusts) that we retained due to regulatory requirements.
As of December 31, 2025, we had $87.5 million outstanding under individual trades executed pursuant to a master repurchase agreement with a counterparty which is collateralized by the investment securities (beneficial interests in the trusts) that we retained due to regulatory requirements.
The counterparty under these sale and repurchase agreements conducts daily evaluations of the adequacy of the underlying collateral based o n the fair value of the retained investment securities less specified haircuts.
The counterparty under these sale and repurchase agreements conducts daily evaluations of the adequacy of the underlying collateral based on the fair value of the retained investment securities less any specified haircuts.
These investment securities are financed on average a t approximately 74% of the outstanding principal balance, and exchanges of cash collateral are required if the fair value of the retained investment securities, less the haircut, is less than the principal balance plus accrued interest on the secured borrowin gs.
These investment securities are financed on average at approximately 74% of the outstanding principal balance, and exchanges of cash collateral are required if the fair value of the retained investment securities, less the haircut, is less than the principal balance plus accrued interest on the secured borrowings.
The decrease in fair value of MSRs for the year ended December 31, 2024 was primarily attributable to a decline in fair value of approximately $521.4 million due to realization of cash flows, decay, and other (including loans paid in full) and approximately $68.8 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows, partially offset by an increase in fair value of approximately $295.2 million due to changes in valuation inputs and assumptions (due primarily to changes in relevant market interest rates).
The decrease in fair value of MSRs for the year ended December 31, 2025 was primarily attributable to a decline in fair value of approximately $530.9 million due to realization of cash flows, decay, and other (including loans paid in full), a decrease in fair value of approximately $435.3 million due to changes in valuation inputs and assumptions, net, (primarily due to changes in relevant market interest rates) and approximately $89.3 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows. 49 Table of Contents The decrease in fair value for the year ended December 31, 2024 of approximately $295.0 million was primarily attributable to a decline of approximately $521.4 million due to realization of cash flows, decay, and other (including loans paid in full) and approximately $68.8 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows, partially offset by an increase in fair value of approximately $295.2 million resulting from changes in valuation inputs and assumptions, primarily due to changes in relevant market interest rates.
Loan servicing income. Loan servicing income consists of the contractual fees earned for servicing the loans and includes ancillary revenue such as late fees and modification incentives. Loan servicing income is recognized upon collection of payments from borrowers. Interest income.
Loan servicing income. Loan servicing income consists of the contractual fees earned for servicing the loans and includes ancillary revenue such as late fees and modification incentives. Loan servicing income is recognized upon collection of payments from borrowers. Interest income. Interest income represents interest earned on mortgage loans at fair value.
As of December 31, 2024, we had sold $1.8 billion of loans to a gl obal insured depository institution and assigned the related trades to deliver the applicable loans into securities for end investors for settlement in January 2025. Critical Accounting Estimates and Use of Significant Estimates Preparation of financial statements in accordance with U.S.
As of December 31, 2025, we had sold $3.7 billion of loans to a global insured depository institution and assigned the related trades to deliver the applicable loans into securities for end investors for settlement in January 2026. Critical Accounting Estimates and Use of Significant Estimates Preparation of financial statements in accordance with U.S.
All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of December 31, 2024, $23.4 million amount was outstanding under the ASAP+ program and $279.5 million was outstanding through the EF program.
All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of December 31, 2025, no amount was outstanding under the ASAP+ program and $20.4 million was outstanding through the EF program.
Net cash provided by operating activities was $165.2 million for the year ended December 31, 2023 compared to net cash provided by operating activities of $8.27 billion for the same period in 2022.
Net cash used in operating activities was $6.2 billion for the year ended December 31, 2024 compared to net cash provided by operating activities of $165.2 million for the same period in 2023.
Interest income represents interest earned on mortgage loans at fair value. 39 Table of Contents Components of Operating Expenses Our operating expenses include salaries, commissions and benefits, direct loan production costs, marketing, travel and entertainment, depreciation and amortization, servicing costs, general and administrative (including professional services, occupancy and equipment), interest expense, and other expense (income) (primarily related to the increase or decrease, respectively, in the fair value of the liability for the Public and Private Warrants, the increase or decrease, respectively, in the Tax Receivable Agreement liability, and the decrease or increase, respectively, in the fair value of retained investment securities).
Components of Operating Expenses Our operating expenses include salaries, commissions and benefits, direct loan production costs, marketing, travel and entertainment, depreciation and amortization, servicing costs, general and administrative (including professional services, occupancy and equipment), interest expense, and other expense (income) (primarily related to the increase or decrease, respectively, in the fair value of the liability for the Public and Private Warrants (all unexercised Public and Private Warrants expired on January 21, 2026), the increase or decrease, respectively, in the Tax Receivable Agreement liability, and the decrease or increase, respectively, in the fair value of retained investment securities).
Net cash provided by in vesting activities Net cash provided by investing activities was $2.7 billion for the year ended December 31, 2024 compared to $1.8 billion of net cash provided by investing activities for the same period in 2023.
Net cash provided by investing activities Net cash provided by investing activities was $2.3 billion for the year ended December 31, 2025 compared to $2.7 billion of net cash provided by investing activities for the same period in 2024.
The increase in cash flows provided by investing activities was primarily driven by an increase in proceeds from the sales of MSRs and excess servicing cash flows. 52 Table of Contents Net cash provided by investing activities was $1.83 billion for the year ended December 31, 2023 compared to $1.29 billion of net cash provided by investing activities for the same period in 2022.
Net cash provided by investing activities was $2.7 billion for the year ended December 31, 2024 compared to $1.8 billion of net cash provided by investing activities for the same period in 2023. The increase in cash flows provided by investing activities was primarily driven by an increase in proceeds from the sales of MSRs and excess servicing cash flows.
The Company repurchased $234.4 million, $259.0 million and $355.8 million in UPB of loans during the years ended December 31, 2024, 2023 and 2022, respectively, related to its representations and warranties obligations.
The Company repurchased $207.4 million, $234.4 million and $259.0 million in UPB of loans during the years ended December 31, 2025, 2024 and 2023, respectively, related to its representations and warranties obligations. 60 Table of Contents
We currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to maintain our current operations and fund our loan originations capital commitments for the next twelve months. We also believe that we have adequate available liquidity to satisfy the upcoming maturity of the 2025 Senior Notes.
We currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to maintain our current operations and fund our loan originations capital commitments for the next twelve months.
We define Adjusted EBITDA as earnings bef ore interest expense on non-funding debt, provision for income taxes, depreciation and amortization, stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, and the change in fair value of retained investment securities.
We define Adjusted EBITDA as earnings bef ore interest expense on non-funding debt, provision for income taxes, depreciation and amortization, adjusted to exclude stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warran ts, the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, the change in fair value of retained investment securities, and acquisition-related expenses as we believe these adjustments are not indicative of our performance or results of operations.
The beneficial interests take the form of trust certificates, some of which are sold to investors and some of which may be retained by UWM due to regulatory requirements.
The securitization entities are funded through the issuance of beneficial interests in the securitized assets. The beneficial interests take the form of trust certificates, some of which are sold to investors and some of which may be retained by UWM due to regulatory requirements.
(4) Reflects the non-cash (income) expense impact of the change in the Tax Receivable Agreement liability. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies to the consolidated financial statements for additional information related to the Tax Receivable Agreement. (5) Reflects the change ((increase)/decrease) in the fair value of the retained investment securities.
(4) Reflects the non-cash (income) expense impact of the change in the Tax Receivable Agreement liability. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies to the consolidated financial statements for additional information related to the Tax Receivable Agreement. See Note 18 – Income Taxes for further information.
Currently, we may redeem the 2025 Senior Notes at 100% of the principal amount plus accrued and unpaid interest. On April 7, 2021, our consolidated subsidiary, UWM, issued $700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes accrue interest at a rate of 5.500% per annum.
The 2025 Senior Notes were repaid at maturity in November 2025. On April 7, 2021, our consolidated subsidiary, UWM, issued $700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes accrue interest at a rate of 5.500% per annum.
Four of our warehouse lines advance based on the fair value of the loans, rather than the principal balance. For those lines, we exchange collateral for modest changes in value.
Four of our warehouse lines advance based on the fair value of the loans, rather than the principal balance. For those lines, we exchange collateral for modest changes in value . As of December 31, 2025, there were no outstanding exchanges of collateral.
Interest income increased due to higher average note rates on mortgage loans at fair value, partially offset by lower average balances of mortgage loans at fair value.
The increase in interest income was primarily due to higher average balances of mortgage loans at fair value due to increased loan production volume, partially offset by lower average note rates on mortgage loans at fair value.
Net income attributable to the Company of $14.4 million for the year ended December 31, 2024 includes the net income of UWM attributable to the Company due to its ownership interest in Holdings LLC throug hout 2024, which increased from approximately 6% at December 31, 2023 to approximately 10% at December 31, 2024.
Net income attributable to the Company of $14.4 million for the year ended December 31, 2024 includes the net income of UWM attributable to the Company due to its approximate 10% ownership interest in Holdings LLC.
The Company’s financing lease agreements have remaining terms ranging from approximately two months to eleven years.
The Company’s financing lease agreements have remaining terms ranging from approximately three years to ten years.
Refer to the " Non-GAAP Financial Measures " section below for a detailed discussion of how we define and calculate Adjusted EBITDA. For the year ended December 31, 2023, we originated $108.3 billion in loans, which was a decrease of $19.0 billion, or 14.9%, from the $127.3 billion of originations during the year ended December 31, 2022.
Refer to the " Non-GAAP Financial Measures " section below for a detailed discussion of how we define and calculate Adjusted EBITDA. For the year ended December 31, 2024, we originated $139.4 billion in loans, which was an increase of $31.1 billion, or 28.8%, from the $108.3 billion of originations during the year ended December 31, 2023.
As of December 31, 2024, there were no outstanding exchanges of collateral. 48 Table of Contents The amount owed and outstanding on our warehouse facilities fluctuates based on our loan origination volume, the amount of time it takes us to sell the loans we originate, our cash on hand, and our ability to obtain additional financing.
The amount owed and outstanding on our warehouse facilities fluctuates based on our loan origination volume, the amount of time it takes us to sell the loans we originate, our cash on hand, and our ability to obtain additional financing.
As of December 31, 2024, we had delivered $4.3 million of collateral to the counterparty under these sale and repurchase agreements. Finance Leases As of December 31, 2024, our finance lease liabilities were $25.1 million, $24.6 million of which relates to leases with related parties.
As of December 31, 2025, we had delivered $1.7 million of collateral to the counterparty under these sale and repurchase agreements. Finance Leases As of December 31, 2025, our finance lease liabilities were $23.5 million, $22.9 million of which relates to leases with related parties.
GAAP financial measure, to Adjusted EBITDA: 40 Table of Contents For the year ended December 31, ($ in thousands) 2024 2023 2022 Net income (loss) $ 329,375 $ (69,782) 931,858 Interest expense on non-funding debt 148,620 172,498 132,647 Provision (benefit) for income taxes 6,582 (6,511) 2,811 Depreciation and amortization 45,474 46,146 45,235 Stock-based compensation expense 24,580 13,832 7,545 Change in fair value of MSRs due to valuation inputs or assumptions (1) (295,197) 330,031 (868,803) Loss on other interest rate derivatives 215,436 — — Deferred compensation, net (2) (9,349) (7,938) 7,370 Change in fair value of Public and Private Warrants (3) (5,091) 6,060 (7,683) Change in Tax Receivable Agreement liability (4) 70 (1,575) 3,200 Change in fair value of investment securities (5) (526) (4,491) 28,222 Adjusted EBITDA $ 459,975 $ 478,270 282,402 (1) Reflects the change ((increase)/decrease) in fair value of MSRs due to changes in valuation inputs or assumptions.
GAAP financial measure, to Adjusted EBITDA: For the year ended December 31, ($ in thousands) 2025 2024 2023 Net income (loss) $ 244,023 $ 329,375 (69,782) Interest expense on non-funding debt 214,513 148,620 172,498 Provision (benefit) for income taxes 6,873 6,582 (6,511) Depreciation and amortization 50,044 45,474 46,146 Stock-based compensation expense 50,363 24,580 13,832 Change in fair value of MSRs due to valuation inputs or assumptions, net (1) 435,267 (295,197) 330,031 (Gain) loss on other interest rate derivatives (298,126) 215,436 — Deferred compensation, net (2) (6,195) (9,349) (7,938) Change in fair value of Public and Private Warrants (3) (2,743) (5,091) 6,060 Change in Tax Receivable Agreement liability (4) 3,144 70 (1,575) Change in fair value of investment securities (5) (4,793) (526) (4,491) Acquisition-related expenses (6) 4,966 — — Adjusted EBITDA $ 697,336 $ 459,975 478,270 (1) Reflects the change ((increase)/decrease) in fair value of MSRs due to changes in valuation inputs or assumptions.
Cash flow data for the years ended December 31, 2024, 2023 and 2022 For the year ended December 31, ($ in thousands) 2024 2023 2022 Net cash (used in) provided by operating activities $ (6,241,495) $ 165,244 $ 8,268,182 Net cash provided by investing activities 2,676,092 1,829,962 1,290,346 Net cash provided by (used in) financing activities 3,575,274 (2,202,636) (9,584,718) Net increase (decrease) in cash and cash equivalents $ 9,871 $ (207,430) $ (26,190) Cash and cash equivalents at the end of the period 507,339 497,468 704,898 Net cash (used in) provided by operating activities Net cash used in operating activities was $6.2 billion for the year ended December 31, 2024 compared to net cash provided by operating activities of $165.2 million for the same period in 2023.
Cash flow data for the years ended December 31, 2025, 2024 and 2023 For the year ended December 31, ($ in thousands) 2025 2024 2023 Net cash (used in) provided by operating activities $ (2,647,557) $ (6,241,495) $ 165,244 Net cash provided by investing activities 2,259,557 2,676,092 1,829,962 Net cash provided by (used in) financing activities 384,025 3,575,274 (2,202,636) Net increase (decrease) in cash and cash equivalents $ (3,975) $ 9,871 $ (207,430) Cash and cash equivalents at the end of the period 503,364 507,339 497,468 56 Table of Contents Net cash (used in) provided by operating activities Net cash used in operating activities was $2.6 billion for the year ended December 31, 2025 compared to net cash used in operating activities of $6.2 billion for the same period in 2024.
Holdings LLC is generally required from time to time to make distributions in cash to SFS Corp. (as well as distributions to UWMC) in amounts sufficient to cover the taxes on SFS Corp.'s allocable share of the taxable income of 47 Table of Contents Holdings LLC.
The dividend and the distributions were paid on January 8, 2026. Holdings LLC is generally required from time to time to make distributions in cash to SFS Corp. (as well as distributions to UWMC) in amounts sufficient to cover the taxes on its allocable share of the taxable income of Holdings LLC.
Other Financing Facilities Senior Notes 49 Table of Contents On November 3, 2020, our consolidated subsidiary, UWM, issued $800.0 million in aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Senior Notes”). The 2025 Senior Notes accrue interest at a rate of 5.500% per annum.
We were in compliance with all covenants under these facilities as of December 31, 2025. Other Financing Facilities Senior Notes On November 3, 2020, our consolidated subsidiary, UWM, issued $800.0 million in aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Senior Notes”). The 2025 Senior Notes accrued interest at a rate of 5.500% per annum.
GAAP, and it may not be comparable to a similarly titled measure reported by other companies. Adjusted EBITDA has limitations as an analytical tool, and it should not be considered in isolation or as an alternative to revenue, net income or any other performance measures derived in accordance with U.S.
Adjusted EBITDA has limitations as an analytical tool, and it should not be considered in isolation or as an alternative to revenue, net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.
Concurrently with this declaration, the Board, in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, approved a proportional distribution of $144.0 million from Holdings LLC to SFS Corp. with respect to Class B Units of Holdings LLC. The dividend and the distributions were paid on January 9, 2025.
Concurrently with this declaration, the Board, in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, approved a proportional distribution of 57 Table of Contents $133.1 million from Holdings LLC to SFS Corp. with respect to Class B Units of Holdings LLC.
Years Ended December 31, 2024, 2023 and 2022 Summary For the year ended December 31, 2024, we originated $139.4 billion in loans, which was an increase of $31.1 billion, or 28.8%, from the $108.3 billion of originations during the year ended December 31, 2023.
Years Ended December 31, 2025, 2024 and 2023 Summary For the year ended December 31, 2025, we originated $163.4 billion in loans, which was an increase of $24.0 billion, or 17.2%, from the $139.4 billion of originations during the year ended December 31, 2024.
These commitments generally have fixed expiration dates or other termination clauses which may require payment of a fee. As many of these commitments expire without being drawn upon, the total commitment 53 Table of Contents amounts do not necessarily represent future cash requirements.
These commitments generally have fixed expiration dates or other termination clauses which may require payment of a fee. As many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The blended average pullthrough rate was 78% and 80% as of December 31, 2025 and December 31, 2024, respectively.
Net loss attributable to the Company of $13.2 million and net income attributable to the Company of $41.7 million for the years ended December 31, 2023 and 2022, respectively, includes the net income (loss) of UWM attributable to the Company due to its ownership interest in Holdings LLC throughout 2023 and 2022.
Net loss attributable to the Company of $13.2 million for the year ended December 31, 2023 includes the net loss of UWM attributable to the Company due to its approximate 6% ownership interest in Holdings LLC.
Derivative assets and liabilities were $100.0 million and $36.0 million, respectively, as of December 31, 2024, as compared to $33.0 million and $40.8 million, respectively, as of December 31, 2023.
Derivative assets and liabilities were $37.6 million and $26.6 million, respectively, as of December 31, 2025, as compared to $100.0 million and $36.0 million, respectively, as of December 31, 2024.
Following is a summary of the notional amounts of commitments as of dates indicated: ($ in thousands) December 31, 2024 December 31, 2023 Interest rate lock commitments—fixed rate (a) $ 7,661,650 $ 6,258,801 Interest rate lock commitments—variable rate (a) 7,742 5,926 Commitments to sell loans 2,240,558 2,501,298 Forward commitments to sell mortgage-backed securities 12,601,895 7,968,677 (a) Adjusted for pullthrou gh rates of 80% and 76% as of December 31, 2024 and December 31, 2023, respectively.
Following is a summary of the notional amounts of commitments as of dates indicated: ($ in thousands) December 31, 2025 December 31, 2024 Interest rate lock commitments—fixed rate (a) $ 11,770,855 $ 7,661,650 Interest rate lock commitments—variable rate (a) 450,348 7,742 Commitments to sell loans 2,608,946 2,240,558 Forward commitments to sell mortgage-backed securities 14,355,079 12,601,895 (a) Adjusted for pullthrou gh rates of 78% and 80% as of December 31, 2025 and December 31, 2024, respectively.
Results of Operations for the Year Ended December 31, 2024, 2023 and 2022 For the year ended December 31, ($ in thousands) 2024 2023 2022 Revenue Loan production income $ 1,528,840 $ 1,000,547 $ 981,988 Loan servicing income 636,665 818,703 792,072 Change in fair value of mortgage servicing rights (294,999) (854,148) 284,104 Loss on other interest rate derivatives (215,436) — — Interest income 508,621 346,225 314,462 Total revenue, net 2,163,691 1,311,327 2,372,626 Expenses Salaries, commissions and benefits 689,160 530,231 552,886 Direct loan production costs 190,277 104,262 90,369 Marketing, travel, and entertainment 96,782 84,515 74,168 Depreciation and amortization 45,474 46,146 45,235 General and administrative 209,838 170,423 179,549 Servicing costs 110,986 131,792 166,024 Interest expense 490,763 320,256 305,987 Other expense (income) (5,546) (5) 23,739 Total expenses 1,827,734 1,387,620 1,437,957 Earnings (loss) before income taxes 335,957 (76,293) 934,669 Provision (benefit) for income taxes 6,582 (6,511) 2,811 Net income (loss) 329,375 (69,782) 931,858 Net income (loss) attributable to non-controlling interest 314,971 (56,552) 890,143 Net income (loss) attributable to UWM Holdings Corporation $ 14,404 $ (13,230) $ 41,715 41 Table of Contents Loan production income The table below provides details of the composition of our loan production for each of the periods presented: Loan Production Data: For the year ended December 31, ($ in thousands) 2024 2023 2022 Loan origination volume by type Purchase: Conventional $ 56,899,265 $ 58,833,673 $ 62,274,030 Government 29,257,856 29,640,141 23,773,422 Jumbo and other (1) 9,924,433 5,381,530 4,782,879 Total purchase $ 96,081,554 $ 93,855,344 $ 90,830,331 Refinance: Conventional $ 17,300,663 $ 7,082,401 $ 27,059,252 Government 20,382,191 5,189,598 7,834,636 Jumbo and other (1) 5,668,998 2,148,540 1,561,242 Total refinance 43,351,852 14,420,539 36,455,130 Total loan origination volume $ 139,433,406 $ 108,275,883 $ 127,285,461 Portfolio metrics Average loan amount $ 386 $ 368 $ 365 Weighted average loan-to-value ratio 81.91 % 82.89 % 79.67 % Weighted average credit score 737 737 738 Weighted average note rate 6.53 % 6.65 % 4.82 % Percentage of loans sold To GSEs/GNMA 89 % 93 % 94 % To other counterparties 11 % 7 % 6 % Servicing-retained 91 % 95 % 97 % Servicing-released 9 % 5 % 3 % (1) Comprised of non-agency jumbo products, construction loans, and non-qualified mortgage products, including home equity lines of credit ("HELOCs") (which in many instances are second liens). 42 Table of Contents The components of loan production income for the periods presented were as follows: For the year ended December 31, Change $ Change % ($ in thousands) 2024 2023 Primary loss $ (1,823,222) $ (1,514,340) $ (308,882) 20.4 % Loan origination fees 463,957 284,185 179,772 63.3 % Provision for representation and warranty obligations (43,438) (38,676) (4,762) 12.3 % Capitalization of MSRs 2,931,543 2,269,378 662,165 29.2 % Loan production income $ 1,528,840 $ 1,000,547 $ 528,293 52.8 % Gain margin (1) 1.10 % 0.92 % 0.18 % For the year ended December 31, Change $ Change % ($ in thousands) 2023 2022 Primary loss $ (1,514,340) $ (1,479,762) $ (34,578) 2.3 % Loan origination fees 284,185 278,594 5,591 2.0 % Provision for representation and warranty obligations (38,676) (30,416) (8,260) 27.2 % Capitalization of MSRs 2,269,378 2,213,572 55,806 2.5 % Loan production income $ 1,000,547 $ 981,988 $ 18,559 1.9 % Gain margin (1) 0.92 % 0.77 % 0.15 % (1) Represents total loan production income divided by total loan origination volume for the applicable period.
(6) Reflects acquisition expenses related to the pending merger with Two Harbors Investment Corp. 44 Table of Contents Results of Operations for the Year Ended December 31, 2025, 2024 and 2023 For the year ended December 31, ($ in thousands) 2025 2024 2023 Revenue Loan production income $ 1,898,141 $ 1,528,840 $ 1,000,547 Loan servicing income 724,741 636,665 818,703 Interest income 537,687 508,621 346,225 Total revenue 3,160,569 2,674,126 2,165,475 Other gains (losses) Change in fair value of mortgage servicing rights (1,055,448) (294,999) (854,148) Gain (loss) on other interest rate derivatives 298,126 (215,436) — Other gains (losses), net (757,322) (510,435) (854,148) Expenses Salaries, commissions and benefits 851,213 689,160 530,231 Direct loan production costs 208,811 190,277 104,262 Marketing, travel, and entertainment 106,191 96,782 84,515 Depreciation and amortization 50,044 45,474 46,146 General and administrative 264,060 209,838 170,423 Servicing costs 145,629 110,986 131,792 Interest expense 530,794 490,763 320,256 Other income (4,391) (5,546) (5) Total expenses 2,152,351 1,827,734 1,387,620 Earnings (loss) before income taxes 250,896 335,957 (76,293) Provision (benefit) for income taxes 6,873 6,582 (6,511) Net income (loss) 244,023 329,375 (69,782) Net income (loss) attributable to non-controlling interest 216,643 314,971 (56,552) Net income (loss) attributable to UWM Holdings Corporation $ 27,380 $ 14,404 $ (13,230) 45 Table of Contents Loan production income The table below provides details of the composition of our loan production for each of the periods presented: Loan Production Data: For the year ended December 31, ($ in thousands) 2025 2024 2023 Loan origination volume by type Purchase: Conventional $ 54,890,984 $ 56,899,265 $ 58,833,673 Government 30,184,108 29,257,856 29,640,141 Jumbo and other (1) 8,104,556 9,924,433 5,381,530 Total purchase $ 93,179,647 $ 96,081,554 $ 93,855,344 Refinance: Conventional $ 31,657,196 $ 17,300,663 $ 7,082,401 Government 30,825,361 20,382,191 5,189,598 Jumbo and other (1) 7,784,260 5,668,998 2,148,540 Total refinance 70,266,817 43,351,852 14,420,539 Total loan origination volume $ 163,446,463 $ 139,433,406 $ 108,275,883 Portfolio metrics Average loan amount $ 388 $ 386 $ 368 Weighted average loan-to-value ratio 81.57 % 81.91 % 82.89 % Weighted average credit score 737 737 737 Weighted average note rate 6.36 % 6.53 % 6.65 % Percentage of loans sold To GSEs/GNMA 90 % 89 % 93 % To other counterparties 10 % 11 % 7 % Servicing-retained 93 % 91 % 95 % Servicing-released 7 % 9 % 5 % (1) Comprised of non-agency jumbo products, construction loans, and non-qualified mortgage products, including home equity lines of credit ("HELOCs") (which in many instances are second liens). 46 Table of Contents The components of loan production income for the periods presented were as follows: For the year ended December 31, Change $ Change % ($ in thousands) 2025 2024 Primary loss $ (2,290,665) $ (1,823,222) $ (467,443) 25.6 % Loan origination fees 576,644 463,957 112,687 24.3 % Provision for representation and warranty obligations (35,289) (43,438) 8,149 (18.8) % Capitalization of MSRs 3,647,451 2,931,543 715,908 24.4 % Loan production income $ 1,898,141 $ 1,528,840 $ 369,301 24.2 % Gain margin (1) 1.16 % 1.10 % 0.06 % For the year ended December 31, Change $ Change % ($ in thousands) 2024 2023 Primary loss $ (1,823,222) $ (1,514,340) $ (308,882) 20.4 % Loan origination fees 463,957 284,185 179,772 63.3 % Provision for representation and warranty obligations (43,438) (38,676) (4,762) 12.3 % Capitalization of MSRs 2,931,543 2,269,378 662,165 29.2 % Loan production income $ 1,528,840 $ 1,000,547 $ 528,293 52.8 % Gain margin (1) 1.10 % 0.92 % 0.18 % (1) Represents total loan production income divided by total loan origination volume for the applicable period.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. We incurred no losses due to nonperformance by any of our counterparties during the years ended December 31, 2024, 2023 or 2022.
The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. We incurred no losses due to nonperformance by any of our counterparties during the years ended December 31, 2025, 2024 or 2023.
The following table summarizes the estimated change in the fair value of our mortgage loans at fair value, MSRs, IRLCs, and FLSCs as of December 31, 2024 given hypothetical instantaneous parallel shifts in the yield curve. Actual results could differ materially.
The following table summarizes the estimated change in the fair value of our mortgage loans at fair value, MSRs, IRLCs, and FLSCs as of December 31, 2025 given hypothetical instantaneous parallel shifts in the yield curve. Actual results could differ materially.
With our financing facilities, we seek to mitigate this risk by ensuring that we have sufficient borrowing capacity with a variety of well-established counterparties to meet our funding needs as well as fostering long-term relationships. 57 Table of Contents
With our financing facilities, we seek to mitigate this risk by ensuring that we have sufficient borrowing capacity with a variety of well-established counterparties to meet our funding needs as well as by fostering long-term relationships. 62 Table of Contents
The TBA market is a secondary market where FLSCs or TBAs are sold by lenders seeking to hedge the risk that market interest rates may change and lock in a price for the mortgages they are in the process of originating. 56 Table of Contents We assess our market risk based on changes in interest rates utilizing a sensitivity analysis.
The TBA market is a secondary market where FLSCs or TBAs are sold by lenders seeking to hedge the risk that market interest rates may change and lock in a price for the mortgages they are in the process of originating. We assess our market risk based on changes in interest rates utilizing a sensitivity analysis.
We used December 31, 2024 market rates on our instruments outstanding at that time to perform the sensitivity analysis. These sensitivities are hypothetical and presented for illustrative purposes only.
We used December 31, 2025 market rates on our instruments outstanding at that time to perform the sensitivity analysis. These sensitivities are hypothetical and presented for illustrative purposes only.
For loans that were repurchased or not sold in the secondary market, we are subject to credit risk to the extent a borrower defaults and the proceeds upon ultimate foreclosure and liquidation of the property are insufficient to cover the amount of the mortgage loan plus expenses incurred.
For loans that were repurchased or not sold in the secondary market, we are subject to credit risk to the extent a borrower defaults and the proceeds upon ultimate foreclosure and liquidation of the property are insufficient to cover the amount of the mortgage loan plus 61 Table of Contents expenses incurred.
Because origination volumes tend to increase in declining interest rate environments and decrease in increasing rate environments, we believe that our origination business provides a natural hedge to servicing.
Loan origination volumes tend to increase in declining interest rate environments and decrease in increasing rate environments, therefore we believe that our origination business provides a natural hedge to servicing.
For the year ended December 31, 2022 , our originated loans had a weighted average loan to value ratio of 79.67% , and a weighted average FICO score of 738 . Counterparty risk We are subject to risk that arises from our financing facilities and interest rate risk hedging activities.
For the year ended December 31, 2023, our originated loans had a weighted average loan to value ratio of 82.89%, and a weighted average FICO score of 737. Counterparty risk We are subject to risk that arises from our financing facilities and interest rate risk hedging activities.
For the year ended December 31, 2024, our originated loans had a weighted average loan to value ratio of 81.91%, and a weighted average FICO score of 737. For the ye ar ended December 31, 2023, our originated loans had a weighted average loan to value ratio of 82.89%, and a weighted average FICO score of 737 .
For the year ended December 31, 2025, our originated loans had a weighted average loan to value ratio of 81.57% and a weighted average FICO score of 737. For the year ended December 31, 2024, our originated loans had a weighted average loan to value ratio of 81.91% and a weighted average FICO score of 737.
December 31, 2024 ($ in thousands) Down 25 bps Up 25 bps Increase (decrease) in assets Mortgage loans at fair value $ 71,854 $ (79,109) MSRs (187,165) 158,487 IRLCs 56,179 (64,675) Total change in assets $ (59,132) $ 14,703 Increase (decrease) in liabilities FLSCs $ (128,433) $ 139,442 Total change in liabilities $ (128,433) $ 139,442 Credit risk We are subject to credit risk, which is the risk of default that results from a borrower’s inability or unwillingness to make contractually required mortgage payments.
December 31, 2025 ($ in thousands) Down 25 bps Up 25 bps Increase (decrease) in assets Mortgage loans at fair value $ 51,793 $ (63,691) MSRs (299,701) 279,119 IRLCs 71,282 (90,892) Total change in assets $ (176,626) $ 124,536 Increase (decrease) in liabilities FLSCs $ (124,234) $ 145,040 Total change in liabilities $ (124,234) $ 145,040 Credit risk We are subject to credit risk, which is the risk of default that results from a borrower’s inability or unwillingness to make contractually required mortgage payments.

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