SCHEDULE 13D/A: Major Shareholder SFS Holding Corp. Exchanges and Sells UWM Holdings Class A Stock in Private Transaction

SFS Holding Corp., a major shareholder of UWM Holdings Corporation, exchanged over 13 million Paired Interests for Class A Stock and subsequently sold these shares in a privately negotiated transaction for shares of a private company, while retaining significant voting control.

Summary

• This document is Amendment No. 6 to the Schedule 13D filing by Mat Ishbia and SFS Holding Corp. regarding their ownership in UWM Holdings Corporation.
• On March 31, 2025, SFS Corp. exchanged 13,028,909 Paired Interests (consisting of Class D Stock and Class B Units in Holdings LLC) for an equal number of Class A Common Stock.
• These 13,028,909 Class A shares were then sold by SFS Corp. in a privately negotiated transaction in exchange for shares of a private company.
• SFS Corp. intends to sell the remaining portion of Class A shares covered by its existing Registration Statement on Form S-3, which currently has 45,712,833 shares available for resale.
• As of the filing date, SFS Corp. directly holds 1,397,782,620 shares of Class D Stock, convertible into Class A Stock, representing 87.4% of the outstanding Class A Stock based on 200,781,659 Class A shares outstanding.
• Mat Ishbia is deemed to beneficially own these shares due to his role as trust advisor with control over SFS Corp.'s securities, bringing the aggregate beneficial ownership for Reporting Persons to 1,402,888,990 shares.
• Despite owning 100% of Class D Stock (which has 10 votes per share compared to 1 vote for Class A), the Reporting Persons' voting power is capped at 79% due to a voting limitation in the Issuer's Certificate of Incorporation. Without this limitation, their voting power would be 99.9%.

Sentiment

Score: 5

Explanation: The document is a factual update on beneficial ownership and a specific share transaction by a major shareholder. It does not contain positive or negative financial results for the company itself, nor does it signal a significant strategic shift that would inherently be positive or negative for the company's operations. The transaction is a private exchange, not a public market sale that would directly impact liquidity or valuation in the same way.

Positives

• The transaction allows SFS Corp. to diversify its holdings by acquiring shares in a private company.
• The continued intention to sell shares under the existing registration statement provides liquidity options for SFS Corp.

Negatives

• The sale of a significant block of shares (13,028,909 Class A Stock) by a major shareholder, even in a private transaction, could potentially be perceived as a signal regarding the shareholder's strategy.
• The voting limitation means the beneficial owners do not exercise full voting power commensurate with their economic interest, which could be seen as a negative for their direct control.

Risks

• Future sales by SFS Corp. of the remaining 45,712,833 Class A shares covered by the Registration Statement could introduce additional supply to the market, potentially impacting the stock price.
• The existing voting limitation in the Issuer's Certificate of Incorporation restricts the voting power of the Reporting Persons to 79%, despite their substantial beneficial ownership, which could be a governance risk if their economic interest and voting control are misaligned in certain scenarios.

Future Outlook

SFS Corp. intends to sell the remaining portion of Class A Stock shares covered by the Registration Statement from time to time, based on market conditions.

Management Comments

• SFS Corp. intends to sell the remaining portion of those shares of Class A Stock covered by the Registration Statement.

Industry Context

This filing primarily concerns a change in the beneficial ownership structure and a specific transaction by a major shareholder. It does not provide broader industry trends or competitive analysis. The company, UWM Holdings Corporation, operates in the mortgage lending or financial services industry, but this document does not offer insights into that sector's performance or trends.

Comparison to Industry Standards

• This document is an ownership disclosure (Schedule 13D) and does not contain performance metrics or operational results that can be compared to industry standards or specific comparable companies/projects. Therefore, this section is not applicable.

Corporate Governance

Related Party Transactions

• The transaction involves SFS Holding Corp. and Mat Ishbia, who are the Reporting Persons and are closely related to the Issuer (Mat Ishbia is the CEO of UWM Holdings Corporation and controls SFS Holding Corp.).
• SFS Corp. exchanged Paired Interests for Class A Stock and sold these shares in a privately negotiated transaction.

Stakeholder Impact

• Shareholders: The sale of a large block of shares by a major shareholder, even in a private transaction, could be perceived as a signal regarding the shareholder's portfolio strategy. Future sales by SFS Corp. could increase the float and potentially impact market liquidity and price. The voting limitation continues to concentrate voting power with the Reporting Persons, potentially limiting the influence of other shareholders.

Next Steps

• SFS Corp. intends to sell the remaining 45,712,833 shares of Class A Stock covered by the Registration Statement on Form S-3, based on market conditions.

Key Dates

Keywords

UWM Holdings Corporation, SFS Holding Corp., Mat Ishbia, Schedule 13D, Class A Common Stock, Class D Stock, Paired Interests, beneficial ownership, voting limitation, private transaction, share exchange, SEC filing