425: UWM CEO Welcomes Two Harbors Team Post-Merger Announcement

UWM Holdings Corporation's CEO, Mat Ishbia, sent an email to Two Harbors Investment Corp. employees expressing excitement about the recently announced transaction and their future integration.

Summary

• UWM Holdings Corporation (UWM) has announced a proposed transaction with Two Harbors Investment Corp. (Two Harbors).
• UWM's Chairman, CEO, and President, Mat Ishbia, sent an email to Two Harbors employees on December 18, 2025, following the transaction announcement on December 17, 2025.
• The email expresses excitement about bringing the two companies together and the prospect of Two Harbors employees joining the UWM family.
• Management acknowledges that the transaction comes with opportunities, excitement, and questions, and expresses deep respect for Two Harbors' work, business, and people.
• UWM leadership looks forward to meeting Two Harbors employees in person and growing the business together as one team.

Sentiment

Score: 7

Explanation: The communication is highly positive and reassuring in tone, focusing on opportunity and respect for the acquired company's employees. However, the extensive forward-looking statements and risks section indicate inherent uncertainties in the transaction.

Positives

• The proposed transaction is described as a "meaningful moment" with "opportunity" and "excitement."
• UWM management expresses "deep respect" for Two Harbors' work, business, and employees, suggesting a potentially smooth integration.
• The communication aims to reassure Two Harbors employees about the transition and future collaboration.

Risks

• Uncertain timing and likelihood of completion of the proposed transaction.
• Challenges in successfully integrating the businesses.
• Potential for termination of the proposed transaction due to various circumstances.
• Failure to receive required approvals, including stockholder approval by Two Harbors stockholders, on a timely basis or otherwise.
• Potential failure to satisfy other conditions to the consummation of the proposed transaction in a timely manner or at all.
• Risks related to the value of the UWM securities to be issued in the proposed transaction.
• Disruption of management's attention from ongoing business operations due to the proposed transaction.
• The risk that any announcements relating to the proposed transaction could have adverse effects on the market price of common stock of UWM or Two Harbors.
• The risk that the proposed transaction and its announcement could have an adverse effect on the ability of Two Harbors and UWM to retain and hire key personnel.
• The outcome of any legal proceedings relating to the proposed transaction, including stockholder litigation.
• Restrictions during the pendency of the proposed transaction may impact Two Harbors or UWM's ability to pursue certain business opportunities or strategic transactions.
• Adverse effects from other economic, business, or competitive factors.
• Changes in future loan production, availability of suitable investment opportunities, interest rates, the yield curve, prepayment rates, and the availability and terms of financing.
• General economic conditions, market conditions, conditions in the market for mortgage-related investments, and legislative and regulatory changes that could adversely affect the business of Two Harbors or UWM.

Future Outlook

The proposed transaction is expected to bring benefits and synergies, leading to a combined company with integrated operations and anticipated future performance. Future opportunities for the combined entity are envisioned. The transaction involves the issuance of UWM common and preferred stock, and UWM plans to file a Registration Statement on Form S-4, including a proxy statement/prospectus, with the SEC.

Management Comments

• "I wanted to personally reach out to say how excited we are about the transaction announced yesterday and the prospect of having you join the UWM family."
• "Bringing our two companies together would be a meaningful moment for all of us. It comes with opportunity, excitement and plenty of questions and we understand that."
• "What I want you to know from the start is that we have deep respect for the work you do, the business you’ve built and all of you, the people who make it run every day."
• "There will be time ahead to get to know one another better, understand how each organization operates and figure out how we move forward together in the best possible way."
• "My leadership team and I look forward to meeting everyone in person soon and growing our business together as one team."

Industry Context

This communication is part of a merger or acquisition process in the financial services/mortgage industry, indicating consolidation or strategic expansion efforts by UWM. It reflects a typical communication strategy during such transitions, focusing on employee reassurance and future vision to facilitate a smoother integration.

Legal Proceedings

• The risks section mentions the potential for legal proceedings relating to the proposed transaction, including stockholder litigation.

Stakeholder Impact

• **Shareholders (Two Harbors):** Will vote on the transaction and receive UWM securities. Their approval is required.
• **Shareholders (UWM):** Will see dilution from new stock issuance and potential benefits from synergies.
• **Employees (Two Harbors):** Will join the UWM family, with management expressing respect and a desire for smooth integration, but also acknowledging "questions" and potential disruption.
• **Management (Two Harbors & UWM):** Attention may be disrupted from ongoing operations due to the proposed transaction.

Next Steps

• UWM will file a Registration Statement on Form S-4 with the SEC, which will include a preliminary proxy statement of Two Harbors and constitute a prospectus of UWM.
• The proposed transaction will be submitted to the stockholders of Two Harbors for their approval.
• UWM and Two Harbors may file other documents with the SEC regarding the proposed transaction.
• UWM leadership plans to meet Two Harbors employees in person.
• Time will be taken to get to know one another better, understand how each organization operates, and figure out how to move forward together.

Key Dates

Recommendation

This filing is an internal communication following a merger announcement, not a financial results report. While the tone is positive, the extensive list of risks associated with the transaction, including integration challenges, regulatory approvals, and potential stock value fluctuations, suggests a 'hold' stance until more definitive financial and operational details of the combined entity and the progress of the transaction become clearer. Investors should await the full proxy statement/prospectus and further updates before making a definitive buy or sell decision.

Keywords

UWM Holdings Corporation, Two Harbors Investment Corp., merger, acquisition, transaction, corporate communication, employee integration, mortgage, financial services, SEC filing, Form 425