{"filing":{"accession_number":"0001783398-26-000114","cik":"0001783398","ticker":"UWMC","company_name":"UWM Holdings Corp","form":"8-K","filing_date":"2026-08-06","report_date":"2026-08-05","primary_document":"xbrl-20260805.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1783398/000178339826000114/xbrl-20260805.htm"},"events":[{"id":25970,"run_id":23584,"accession_number":"0001783398-26-000114","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"UWM entered into a securities purchase agreement on August 5, 2026, issuing 1.65 billion warrants (Class A and Class B) plus 1.5 million Series A-1 and 150,000 Series A-2 preferred shares for $1.65 billion in gross proceeds from Oaktree Capital Management and the Ishbia family. The transaction includes a rights offering to distribute up to 200 million shares of Class A Common Stock for at least $400 million in aggregate proceeds, fully backstopped by the Ishbia Purchaser.","company_name":"UWM Holdings Corp","ticker":"UWMC","filing_date":"2026-08-06","form":"8-K","submitted_at":null,"items":[{"id":26923,"accession_number":"0001783398-26-000114","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"UWM entered into a securities purchase agreement on August 5, 2026, issuing 1.65 billion shares of warrants (Class A and Class B Warrants to purchase 165 million shares each) plus preferred stock (1.5 million Series A-1 and 150,000 Series A-2 shares) for $1.65 billion in gross proceeds. While the transaction includes preferred stock with significant governance rights and dividend terms, the core financing mechanism involves substantial warrant issuance—a dilutive equity instrument—to raise capital from Oaktree Capital Management and the Ishbia family. The warrant component and the capital-raising nature of the transaction align with dilutive_issuance classification, though the preferred stock governance features and the strategic partnership aspect create some ambiguity about whether this is better classified as ma_activity or a hybrid event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26925,"accession_number":"0001783398-26-000114","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private placement of Series A Preferred Stock, Warrants, and Class A Common Stock issuable upon warrant exercise, offered under Section 4(a)(2) and Regulation D Rule 506. The press release (EX-99.1) announces a \"$2.05 billion equity capital investment by Oaktree Capital Management and SFS Group Capital, LLC,\" representing a material dilutive equity issuance to raise capital. This is a classic private placement transaction requiring Item 3.02 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26927,"accession_number":"0001783398-26-000114","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The Item 5.03 discloses the filing of Certificates of Designation for Series A-1 and Series A-2 Preferred Stock (1.5M and 150K shares respectively) in connection with a financing closing. The supplemental press release reveals this is a $2.05 billion equity capital investment by Oaktree Capital Management and SFS Group Capital (Ishbia family vehicle). While Item 5.03 technically covers charter amendments, the substance here is a material dilutive equity issuance that would materially affect existing shareholders' ownership and voting power, warranting classification as dilutive_issuance rather than a routine governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26928,"accession_number":"0001783398-26-000114","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Item 8.01 disclosure describes a Rights Offering to distribute transferable subscription rights to purchase up to 200 million shares of Class A Common Stock for aggregate proceeds of at least $400 million. This is a material equity issuance that will dilute existing shareholders. The offering is fully backstopped by the Ishbia Purchaser and will be registered under the Securities Act. While the Item 1.01 reference suggests a broader financing context, the Item 8.01 section focuses specifically on the mechanics and terms of the dilutive equity offering itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":25971,"run_id":23584,"accession_number":"0001783398-26-000114","anchor_item_number":"2.02","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.98,"summary":"UWM released Q2 2026 financial results (ended June 30, 2026) disclosing total revenue of $888.0 million, net loss of $451.9 million, adjusted EBITDA of $185.9 million, and loan origination volume of $39.7 billion, along with announcement of a dividend suspension.","company_name":"UWM Holdings Corp","ticker":"UWMC","filing_date":"2026-08-06","form":"8-K","submitted_at":null,"items":[{"id":26924,"accession_number":"0001783398-26-000114","item_number":"2.02","item_title":"Results of Operations and Financial Condition.","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.98,"reasoning":"This is a clear earnings release for Q2 2026 ended June 30, 2026, filed under Item 2.02 (Results of Operations and Financial Condition). The press release discloses key financial metrics including total revenue of $888.0 million, a net loss of $451.9 million, adjusted EBITDA of $185.9 million, and loan origination volume of $39.7 billion. The filing also announces a material $2.05 billion equity investment by Oaktree Capital Management and the Ishbia family, and a dividend suspension. These results would materially affect a reasonable investor's assessment of the company's financial performance and capital position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":25972,"run_id":23584,"accession_number":"0001783398-26-000114","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Nicholas Basso was appointed as a director effective August 5, 2026, and to the Compensation Committee, pursuant to Oaktree Capital Management's contractual right to nominate directors under the Series A-1 Certificate of Designation and Investor Rights Agreement following the closing of the $2.05 billion equity financing.","company_name":"UWM Holdings Corp","ticker":"UWMC","filing_date":"2026-08-06","form":"8-K","submitted_at":null,"items":[{"id":26926,"accession_number":"0001783398-26-000114","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Nicholas Basso was appointed as a director effective August 5, 2026, following the closing of a $2.05 billion equity financing by Oaktree Capital Management. The appointment was designated by the Oaktree Purchasers pursuant to their contractual right to nominate directors under the Series A-1 Certificate of Designation and Investor Rights Agreement. Basso was also appointed to the Compensation Committee. This is a material executive appointment tied to a significant capital transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":26923,"accession_number":"0001783398-26-000114","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"UWM entered into a securities purchase agreement on August 5, 2026, issuing 1.65 billion shares of warrants (Class A and Class B Warrants to purchase 165 million shares each) plus preferred stock (1.5 million Series A-1 and 150,000 Series A-2 shares) for $1.65 billion in gross proceeds. While the transaction includes preferred stock with significant governance rights and dividend terms, the core financing mechanism involves substantial warrant issuance—a dilutive equity instrument—to raise capital from Oaktree Capital Management and the Ishbia family. The warrant component and the capital-raising nature of the transaction align with dilutive_issuance classification, though the preferred stock governance features and the strategic partnership aspect create some ambiguity about whether this is better classified as ma_activity or a hybrid event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"UWM Holdings Corp","ticker":"UWMC","filing_date":"2026-08-06"},{"id":26924,"accession_number":"0001783398-26-000114","item_number":"2.02","item_title":"Results of Operations and Financial Condition.","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.98,"reasoning":"This is a clear earnings release for Q2 2026 ended June 30, 2026, filed under Item 2.02 (Results of Operations and Financial Condition). The press release discloses key financial metrics including total revenue of $888.0 million, a net loss of $451.9 million, adjusted EBITDA of $185.9 million, and loan origination volume of $39.7 billion. The filing also announces a material $2.05 billion equity investment by Oaktree Capital Management and the Ishbia family, and a dividend suspension. These results would materially affect a reasonable investor's assessment of the company's financial performance and capital position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"UWM Holdings Corp","ticker":"UWMC","filing_date":"2026-08-06"},{"id":26925,"accession_number":"0001783398-26-000114","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private placement of Series A Preferred Stock, Warrants, and Class A Common Stock issuable upon warrant exercise, offered under Section 4(a)(2) and Regulation D Rule 506. The press release (EX-99.1) announces a \"$2.05 billion equity capital investment by Oaktree Capital Management and SFS Group Capital, LLC,\" representing a material dilutive equity issuance to raise capital. This is a classic private placement transaction requiring Item 3.02 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"UWM Holdings Corp","ticker":"UWMC","filing_date":"2026-08-06"},{"id":26926,"accession_number":"0001783398-26-000114","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Nicholas Basso was appointed as a director effective August 5, 2026, following the closing of a $2.05 billion equity financing by Oaktree Capital Management. The appointment was designated by the Oaktree Purchasers pursuant to their contractual right to nominate directors under the Series A-1 Certificate of Designation and Investor Rights Agreement. Basso was also appointed to the Compensation Committee. This is a material executive appointment tied to a significant capital transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"UWM Holdings Corp","ticker":"UWMC","filing_date":"2026-08-06"},{"id":26927,"accession_number":"0001783398-26-000114","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The Item 5.03 discloses the filing of Certificates of Designation for Series A-1 and Series A-2 Preferred Stock (1.5M and 150K shares respectively) in connection with a financing closing. The supplemental press release reveals this is a $2.05 billion equity capital investment by Oaktree Capital Management and SFS Group Capital (Ishbia family vehicle). While Item 5.03 technically covers charter amendments, the substance here is a material dilutive equity issuance that would materially affect existing shareholders' ownership and voting power, warranting classification as dilutive_issuance rather than a routine governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"UWM Holdings Corp","ticker":"UWMC","filing_date":"2026-08-06"},{"id":26928,"accession_number":"0001783398-26-000114","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Item 8.01 disclosure describes a Rights Offering to distribute transferable subscription rights to purchase up to 200 million shares of Class A Common Stock for aggregate proceeds of at least $400 million. This is a material equity issuance that will dilute existing shareholders. The offering is fully backstopped by the Ishbia Purchaser and will be registered under the Securities Act. While the Item 1.01 reference suggests a broader financing context, the Item 8.01 section focuses specifically on the mechanics and terms of the dilutive equity offering itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:51:19.069192+00:00","company_name":"UWM Holdings Corp","ticker":"UWMC","filing_date":"2026-08-06"}]}