UWM Holdings Corp·4

Mar 2, 4:35 PM ET

Mat Ishbia 4

4 · UWM Holdings Corp · Filed Mar 2, 2026

Research Summary

AI-generated summary of this filing

Updated

UWM CEO Mat Ishbia Converts 6.6M Shares, Sells ~1.9M

What Happened Mat Ishbia (CEO and a reported 10% owner) converted 6,600,000 derivative units into Class A common stock on March 2, 2026, and executed multiple open‑market sales of shares. The filing shows three separate disposals of 632,874 shares (sold on 2026‑02‑26, 2026‑02‑27 and 2026‑03‑02) for aggregate proceeds of approximately $8,347,609. On February 27, 2026, 180,737 restricted stock units (RSUs) vested and were settled into the same number of Class A shares (acquired value shown $797,050), and 52,595 shares were mandatorily withheld to satisfy tax withholding ($231,944). Some transactions reported as $0.00 reflect derivative conversions or internal adjustments rather than cash sales.

Key Details

  • Transaction dates and prices:
    • 2026‑02‑26: Sold 632,874 shares @ weighted avg ~$4.40 — proceeds ~$2,784,646 (sale per 10b5‑1; price range $4.15–$4.55).
    • 2026‑02‑27: RSU vesting/settlement — 180,737 shares acquired @ $4.41 ($797,050); 52,595 shares withheld for taxes @ $4.41 ($231,944). Also sold 632,874 shares @ weighted avg ~$4.44 — proceeds ~$2,809,961.
    • 2026‑03‑02: Converted 6,600,000 UWM Paired Interests into Class A shares (acquired); sold 632,874 shares @ weighted avg ~$4.35 — proceeds ~$2,753,002.
    • Several derivative conversion/settlement lines show $0.00 cash (these reflect conversion mechanics, not sales proceeds).
  • Aggregate reported open‑market sale proceeds (three identical lots): ≈ $8.35 million.
  • Shares owned after these transactions: not specified in the provided filing excerpt — see the Form 4 for total beneficial ownership.
  • Notable footnotes:
    • Sales were made pursuant to a 10b5‑1 plan adopted by SFS Corp (F1).
    • 180,737 RSUs vested and converted 1:1 to Class A shares (F4, F10).
    • 52,595 shares were withheld to satisfy tax obligations under the award agreement (F6).
    • 6.6M shares came from conversion of UWM Paired Interests held by SFS Holding Corp; conversion rights do not expire (F8, F11).
    • SFS Corp is a 10% holder and is affiliated with Mat Ishbia; SFS Corp’s holdings are reported separately (F3).
  • Filing timeliness: Report filed March 2, 2026 for transactions through Feb 26–Mar 2, 2026. No late‑filing flag indicated in the excerpt.

Context

  • The filing shows both derivative conversions (RSU vesting and conversion of paired interests) and open‑market sales. The RSU vesting and the conversion of paired interests increased shares acquired; some of those shares were sold or withheld to cover taxes (a common practice). Lines showing $0.00 reflect non‑cash derivative conversions or internal transfers, not cash sales.
  • Because Mat Ishbia is both the company's CEO and a reported 10% owner (with related holdings held by SFS entities), these transactions reflect actions by a significant insider with affiliated institutional holdings. The 10b5‑1 plan indicates the sales were pre‑arranged rather than opportunistic trades.
  • For full details (including exact post‑transaction beneficial ownership and the per‑share breakdown within the reported price ranges), review the Form 4 (Accession No. 0001841794‑26‑000032).

Insider Transaction Report

Form 4
Period: 2026-02-26
Mat Ishbia
DirectorPresident and CEO10% Owner
Transactions
  • Sale

    Class A Common Stock

    [F1][F2][F3]
    2026-02-26$4.40/sh632,874$2,784,6462,697,785 total(indirect: See Footnote)
  • Exercise/Conversion

    Class A Common Stock

    [F4][F5]
    2026-02-27$4.41/sh+180,737$797,050460,726 total
  • Tax Payment

    Class A Common Stock

    [F6][F5]
    2026-02-27$4.41/sh52,595$231,944408,131 total
  • Sale

    Class A Common Stock

    [F1][F7][F3]
    2026-02-27$4.44/sh632,874$2,809,9612,064,911 total(indirect: See Footnote)
  • Conversion

    Class A Common Stock

    [F8][F3]
    2026-03-02+6,600,0008,664,911 total(indirect: See Footnote)
  • Sale

    Class A Common Stock

    [F1][F9][F3]
    2026-03-02$4.35/sh632,874$2,753,0028,032,037 total(indirect: See Footnote)
  • Exercise/Conversion

    Restricted Stock Units

    [F10][F4]
    2026-02-27180,7370 total
    Class A Common Stock (180,737 underlying)
  • Conversion

    UWM Paired Interests

    [F8][F11][F3]
    2026-03-026,600,0001,298,482,620 total(indirect: See Footnote)
    From: 2021-01-21Class A Common Stock (6,600,000 underlying)
Footnotes (11)
  • [F1]Sold pursuant to the 10b5-1 Plan adopted by SFS Corp on September 16, 2025.
  • [F10]These RSUs convert to Class A Common Stock on a one-for-one basis.
  • [F11]The conversion rights related to the UWM Paired Interests do not expire.
  • [F2]Represents the weighted average price of shares sold. The price of the shares sold ranged from $4.15 to $4.55 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each price.
  • [F3]These securities are held directly by SFS Corp, a 10% holder of the Issuer, and indirectly by Mat Ishbia. Mat Ishbia is the Chief Executive Officer and sole director of SFS Corp and serves as the investment advisor to the trust that owns the voting securities of SFS Corp, and therefore exercises all voting and dispositive power of the securities held by SFS Corp. In addition, trusts for the benefit of Mat Ishbia and his immediate family are shareholders of SFS Corp. By virtue of its relationship with Mat Ishbia, a director and the CEO of the Issuer, SFS Corp may be deemed to be a director by deputization.
  • [F4]On February 27, 2026, 180,737 of the Reporting Person's Restricted Stock Units ("RSUs") vested and were settled for an equal number of Class A Common Stock.
  • [F5]These shares are held directly by Mat Ishbia and SFS Corp. has no interests in these shares.
  • [F6]This transaction is not a sale of shares by the Reporting Person. Instead this reflects shares mandatorily withheld by the Company in accordance with the award agreement to meet the Company's minimum withholding obligations pursuant to a transaction exempt under Rule 16b-3.
  • [F7]Represents the weighted average price of shares sold. The price of the shares sold ranged from $4.41 to $4.57 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each price.
  • [F8]Each UWM Paired Interest consists of one share of non-economic voting Class D Common Stock of UWM Holdings Corporation (the "Issuer") ("Class D Stock") and one Class B common units of UWM Holdings, LLC ("UWM LLC") ("Class B Common Units"), a subsidiary of the Issuer. Each UWM Paired Interest is convertible for one share of Class A Common Stock of the Issuer (i) at any time at the option of the holder or (ii) automatically upon transfer to a third person. These shares of Class A Common Stock were acquired by SFS Holding Corp. ("SFS Corp") upon the conversion of an equal number of UWM Paired Interests.
  • [F9]Represents the weighted average price of shares sold. The price of the shares sold ranged from $4.22 to $4.46 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each price.

Documents

1 file
  • 4
    wk-form4_1772487318.xmlPrimary

    FORM 4