8-KAccepted Oct 5, 5:20 PM ET
UWM Holdings Corp: commences rights offering to raise up to $400,000,000
Accepted (ET)
5:20 PM
Oct 5, 2026
Filed
Oct 5, 2026
Documents
23
Size
1.6 MB
Summary
UWM Holdings Corp: commences rights offering to raise up to $400,000,000
What happened
- UWM Holdings Corp announced on Oct 5, 2026 that it commenced its previously announced rights offering to raise proceeds of up to $400,000,000 (the "Rights Offering").
- The filing states that each holder of the Company’s Class A common stock, par value $0.0001 per share, as of Oct 2, 2026 (the "Record Date") will receive one (1) subscription right for each share owned as of the Record Date.
- The Rights Offering is being made pursuant to the Company’s Registration Statement on Form S-3ASR that became effective on Aug 5, 2026 and the prospectus supplement filed Sep 29, 2026. This Form 8-K updates the Prospectus to set the final number of shares issuable per Right as of the Record Date.
Key details
- Each Right entitles its holder to purchase 0.57 shares of Class A Common Stock.
- Subscription price per share will equal the greater of: (i) $2.00; and (ii) 85% of the volume-weighted average price per share during the 10 consecutive trading days ending on the third trading day immediately prior to the expiration of the Rights Offering.
- The Rights Offering will expire at 5:00 p.m., Eastern Time, on Nov 12, 2026.
- As of the Record Date, the NYSE closing price of the Class A Common Stock was $1.26; if the market price remains below $2.00, the Rights will not be eligible to trade on the NYSE.
- The company entered a backstop agreement with SFS Group Capital, LLC, Mat Ishbia (the "Ishbia Support Parties") and certain funds advised by Oaktree Capital Management, L.P. (the "Oaktree Purchasers"). The filing states that, to the extent the Rights Offering is not fully subscribed, the Oaktree Purchasers have the option and the Ishbia Support Parties have the obligation to purchase securities for the unfunded amount so gross proceeds would be at least $400,000,000. Purchases under the Backstop Agreement may be in either (i) Class A Common Stock at the Subscription Price Per Share or (ii) junior perpetual non-convertible preferred stock plus warrants equal to 20% of the initial liquidation preference of such preferred stock. The filing notes Mat Ishbia is the company’s chief executive officer and indirectly controls the entity that holds 75% of the equity interests in SFS Group.
Why it may matter
- Item reported: Item 8.01 (Other events) reporting commencement of a rights offering, final per-Right share ratio as of the Record Date, subscription price mechanics, expiration date, NYSE trading eligibility, and terms of a backstop agreement.
- The filing also references the Registration Statement and Prospectus supplement that govern the Rights Offering and notes related documents and a legal opinion are being filed as exhibits.
The filing does not show why the insider traded or why the company acted.