UWM Holdings Corp
For the period ended Mar 31, 2026. Filed May 11, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 11, 2026
UWMC$1.52-6.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001783398-25-000050
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001783398-26-000051
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 220 previous paragraphs and 197 current paragraphs.
117 unchanged; 69 reworded; 8 added; 19 removed; 15 previous and 3 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
(6)Reflects expenses related to the proposed acquisition of Two Harbors Investment Corp. (“Two Harbors”), net of the fee associated with the termination of the merger agreement with Two Harbors received in the first quarter of 2026.
Current report
Net cash (used in) provided by operating activities
Current report
Net cash provided by (used in) financing activities
Current report
•the benefits and risks associated with an Exchange Transaction;
Current report
•our hedging and risk mitigation strategies, including the natural hedges provided by our originations;
Current report
•the timing and impact of our transition to servicing in-house;
Current report
•the potential impact of technological developments on our operations;
Current report
•loss of key management;
Removed paragraphs (19)
Previous report
The total of primary loss and capitalization of MSRs increased approximately $86.0 million for the nine months ended September 30, 2025 as compared to the same period in 2024. This increase was primarily due to an increase in loan production volume of $13.1 billion, or 13.0%, from $100.8 billion to $113.8 billion during the nine months ended September 30, 2025, as compared to the same period in 2024.
Previous report
Loan origination fees increased by approximately $72.7 million for the nine months ended September 30, 2025 as compared to the same period in 2024, due to the same reasons as mentioned in the three months analysis above. The provision for representations and warranties obligations decreased by $14.4 million for the nine months ended September 30, 2025 as compared to the same period in 2024, due to the same reasons as mentioned in the three months analysis above.
Previous report
The increase in production volume was primarily due to the same reasons mentioned in the three months analysis above.
Previous report
Servicing costs increased $18.3 million for the nine months ended September 30, 2025, as compared to the same period in 2024 primarily as a result of shortfall interest and certain costs associated with the transition to in-house servicing.
Previous report
Net interest income (interest income less interest expense on funding facilities) was $51.8 million for the three months ended September 30, 2025, an increase of $16.1 million, or 45.0%, as compared to $35.7 million for the three months ended September 30, 2024, as a result of lower interest expense on funding facilities, partially offset by a decrease in interest income. The decrease in interest expense on funding facilities was primarily due to lower interest rates and higher credits from warehouse lenders on custodial and other deposits. The decrease in interest income was primarily due to lower average note rates on mortgage loans at fair value.
Previous report
Interest expense on non-funding debt was $152.7 million for the nine months ended September 30, 2025, an increase from $103.7 million for the nine months ended September 30, 2024, primarily due to the same reasons mentioned in the three months analysis above.
Previous report
The decrease in fair value for the three months ended September 30, 2024 of approximately $446.1 million was primarily attributable to a decrease in fair value of approximately $263.9 million due to changes in valuation inputs and assumptions, a decrease of approximately $161.4 million due to realization of cash flows, decay, and other (including loans paid in full) and approximately $20.8 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows.
Previous report
The change in fair value of MSRs for the nine months ended September 30, 2025 was a decrease of $807.8 million, as compared with a decrease of $604.1 million for the nine months ended September 30, 2024. The decrease in fair value of MSRs for the nine months ended September 30, 2025 was primarily attributable to a decrease in fair value of approximately $406.5 million due to changes in valuation inputs and assumptions (primarily due to changes in relevant market interest rates), a decline in fair value of approximately $335.3 million due to realization of cash flows, decay, and other (including loans paid in full) and approximately $66.0 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows.
Previous report
The gain on other interest rate derivatives of $27.8 million and $236.7 million for the three and nine months ended September 30, 2025, respectively, was due to a gain on other interest rate derivative instruments that we entered into during the second and third quarters of 2025 in order to manage overall interest rate risk.
Previous report
Other costs were $384.6 million for the three months ended September 30, 2025, an increase of $56.5 million, or 17.2%, as compared to $328.0 million for the three months ended September 30, 2024. This increase was primarily due to an increase in salaries, commissions and benefits of $41.3 million, or 22.8%, primarily due to increases in team member count and production volume. General and administrative expenses increased $8.6 million primarily due to an increase in computer services, software licensing, and support, driven in part by an increase in costs related to AI initiatives. Direct loan production costs increased $5.8 million, primarily due to costs associated with our free credit report program as well as increased loan production volume, partially offset by lower costs associated with down payment assistance programs.
Previous report
We recorded a $1.7 million provision for income taxes during the nine months ended September 30, 2025, compared to a $4.9 million provision for income taxes for the nine months ended September 30, 2024. The decrease in income tax provision for the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to a decrease in pre-tax income attributable to the Company, partially offset by the effects of our increased ownership percentage in Holdings LLC as a result of Exchange Transactions.
Previous report
Net income was $79.5 million for the nine months ended September 30, 2025, a decrease of $209.2 million or 72.5%, as compared to net income of $288.8 million for the nine months ended September 30, 2024. The decrease in net income was primarily the result of an increase other losses, net of other gains, a $221.1 million net change, and an increase in total expenses (including income taxes) of $249.9 million, partially offset by an increase in total revenue of $261.8 million.
Previous report
Net income attributable to the Company of $8.0 million for the nine months ended September 30, 2025 includes the net income of UWM attributable to the Company due to its approximate 15% ownership interest in Holdings LLC. Net income attributable to the Company of $5.5 million for the nine months ended September 30, 2024 includes the net income of UWM attributable to the Company due to its approximate 7% ownership interest in Holdings LLC.
Previous report
On November 3, 2020, our consolidated subsidiary, UWM, issued $800.0 million in aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Senior Notes”). The 2025 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2025 Senior Notes is due semi-annually on May 15 and November 15 of each year. We used approximately $500.0 million of the net proceeds from the offering of 2025 Senior Notes for general corporate purposes to fund future growth and distributed the remainder to SFS Corp. for tax distributions. We intend to repay the 2025 Senior Notes at maturity.
Previous report
•the benefits of an Exchange Transaction;
Previous report
•potential disputes with sub-servicers and the purchasers of our loans, MSRs and excess servicing;
Previous report
•loss ofkey management;
Previous report
decisions;
Previous report
business; and
Reworded paragraphs (69)
Previous wording
The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, our condensed consolidated financial statements and the related notes and other information included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”). This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Cautionary Note Regarding Forward-Looking Statements,” in this report and in Part I. Item 1A. “Risk Factors” included in our Form 10-K filed with the SEC on February 26, 2025. Unless otherwise indicated or the context otherwise requires, when used in this Form 10-Q, the term “UWM” means United Wholesale Mortgage, LLC and “the Company,” “we,” “our” and “us” refer to UWM Holdings Corporation and our subsidiaries.
Current wording
The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, our condensed consolidated financial statements and the related notes and other information included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”). This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Cautionary Note Regarding Forward-Looking Statements,” in this report and in Part I. Item 1A. “Risk Factors” included in our Form 10-K filed with the SEC on February 25, 2026. Unless otherwise indicated or the context otherwise requires, when used in this Form 10-Q, the term “UWM” means United Wholesale Mortgage, LLC and “we,” “our” and “us” refer to UWM Holdings Corporation and our subsidiaries.
Previous wording
We are the largest overall residential mortgage lender in the U.S., by closed loan volume, despite originating mortgage loans exclusively through the wholesale channel. For the last ten years, including the year ended December 31, 2024, we have also been the largest wholesale mortgage lender in the U.S. by closed loan volume. With a culture of continuous innovation of technology and enhanced client experience, we lead our market by building upon our proprietary and exclusively licensed technology platforms, superior service and focused partnership with the Independent Mortgage Broker community. We originate primarily conforming and government loans across all 50 states and the District of Columbia.
Current wording
We are the largest overall residential mortgage lender in the U.S., by closed loan volume, despite originating mortgage loans exclusively through the wholesale channel. For the last eleven years, including the year ended December 31, 2025, we have also been the largest wholesale mortgage lender in the U.S. by closed loan volume. With a culture of continuous innovation of technology and enhanced client experience, we lead our market by building upon our proprietary and exclusively licensed technology platforms, superior service and focused partnership with the Independent Mortgage Broker community. We originate primarily conforming and government loans across all 50 states and the District of Columbia.
Previous wording
Our mortgage origination business derives revenue from originating, processing and underwriting primarily GSE conforming mortgage loans, along with FHA, USDA and VA mortgage loans, which are subsequently pooled and sold in the secondary market. For the three and nine months ended September 30, 2025, 93% and 90%, respectively, of the loans we originated were sold to Fannie Mae or Freddie Mac, or were transferred to Ginnie Mae pools in the secondary market, while the remainder primarily include non-agency jumbo loans that are underwritten to the same “Qualified Mortgage" underwriting standards and have a similar risk profile but are sold to third party investors primarily due to loan size, construction loans, and non-qualified mortgage products, including home equity lines of credit (which in many instances are second liens).
Current wording
Our mortgage origination business derives revenue from originating, processing and underwriting primarily GSE conforming mortgage loans, along with FHA, USDA and VA mortgage loans, which are subsequently pooled and sold in the secondary market. For the three months ended March 31, 2026, approximately 94% of the loans we originated were sold to Fannie Mae or Freddie Mac, or were transferred to Ginnie Mae pools in the secondary market, while the remainder primarily include non-agency jumbo loans that are underwritten to the same “Qualified Mortgage" underwriting standards and have a similar risk profile but are sold to third party investors primarily due to loan size, construction loans, and non-qualified mortgage products, including home equity lines of credit (which in many instances are second liens).
Previous wording
See Note 1 – Organization, Basis of Presentation and Summary of Significant Accounting Policies to the condensed consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on the Company's condensed consolidated financial statements.
Current wording
See Note 1 – Organization, Basis of Presentation and Summary of Significant Accounting Policies to the condensed consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on our condensed consolidated financial statements.
Previous wording
Our operating expenses include salaries, commissions and benefits, direct loan production costs, marketing, travel and entertainment, depreciation and amortization, servicing costs, general and administrative (including professional services, occupancy and equipment), interest expense, and other expense (income) (primarily related to the increase or decrease, respectively, in the fair value of the liability for the Public and Private Warrants, the increase or decrease, respectively, in the Tax Receivable Agreement liability, and the decrease or increase, respectively, in the fair value of retained investment securities).
Current wording
Our operating expenses include salaries, commissions and benefits, direct loan production costs, marketing, travel and entertainment, depreciation and amortization, servicing costs, general and administrative (including professional services, occupancy and equipment), interest expense, and other expense (income) (primarily related to the increase or decrease, respectively, in the fair value of the liability for the Public and Private Warrants (all unexercised Public and Private Warrants expired on January 21, 2026), the increase or decrease, respectively, in the Tax Receivable Agreement liability (other than from Exchange Transactions), and the decrease or increase, respectively, in the fair value of retained investment securities).
Previous wording
Three and Nine Months Ended September 30, 2025 and 2024 Summary
Current wording
Three Months Ended March 31, 2026 and 2025 Summary
Previous wording
For the three months ended September 30, 2025, we originated $41.7 billion in loans, which was an increase of $2.2 billion, or 5.6%, from the $39.5 billion of originations during the three months ended September 30, 2024. We reported net income of $12.1 million for the three months ended September 30, 2025, which was a decrease of $19.9 million, compared to net income of $31.9 million for the three months ended September 30, 2024. Adjusted EBITDA for the three months ended September 30, 2025 was $211.1 million as compared to $107.2 million for the three months ended September 30, 2024. Refer to the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.
Current wording
For the three months ended March 31, 2026, we originated $44.9 billion in loans, which was an increase of $12.6 billion, or 38.9%, from the $32.4 billion of originations during the three months ended March 31, 2025. We reported net income of $170.4 million for the three months ended March 31, 2026, which was an increase of $417.4 million, compared to net loss of $247.0 million for the three months ended March 31, 2025. Adjusted EBITDA for the three months ended March 31, 2026 was $160.9 million as compared to $57.8 million for the three months ended March 31, 2025. Refer to the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.
Previous wording
We define Adjusted EBITDA as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, adjusted to exclude stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, and the change in fair value of retained investment securities as we believe these adjustments are not indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. Non-funding debt includes the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases.
Current wording
We define Adjusted EBITDA as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, adjusted to exclude stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, the change in fair value of retained investment securities, and acquisition-related expenses (net of recoveries) as we believe these adjustments are not indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. Non-funding debt includes the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases.
Previous wording
The following table presents a reconciliation of net income, the most directly comparable U.S. GAAP financial measure, to Adjusted EBITDA:
Current wording
The following table presents a reconciliation of net income (loss), the most directly comparable U.S. GAAP financial measure, to Adjusted EBITDA:
Previous wording
(3)Reflects the change (increase/(decrease)) in the fair value of the Public and Private Warrants, which expire in January 2026.
Current wording
(3)Reflects the change (increase/(decrease)) in the fair value of the Public and Private Warrants. All unexercised warrants expired in January 2026.
Previous wording
(4)Reflects the non-cash (income) expense impact of the change in the Tax Receivable Agreement liability. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policiesto the condensed consolidated financial statements for additional information related to the Tax Receivable Agreement.
Current wording
(4)Reflects the non-cash (income) expense impact of the change in the Tax Receivable Agreement liability. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policiesto the condensed consolidated financial state ments for additional information related to the Tax Receivable Agreement. See Note 15 – Income Taxes for further information.
Previous wording
Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
Current wording
Results of Operations for the Three Months Ended March 31, 2026 and 2025
Previous wording
MSRs are an element of the total fair value of originated mortgage loans recognized as part of primary gain (loss) upon loan origination, and are separately recognized at estimated fair value within the "capitalization of MSRs" component of loan production income when loans are sold with servicing retained. These components of total loan production income are primarily impacted by market pricing competition, loan production volume, the estimated fair value of MSRs, and the effectiveness of our pipeline hedging strategies, which can be impacted by fluctuations in market interest rates between the lock date and the date a loan is sold into the secondary market.
Current wording
MSRs are an element of the total fair value of originated mortgage loans recognized as part of primary gain (loss) upon loan origination, and are separately recognized at estimated fair value within the "capitalization of MSRs" component of loan production income when loans are sold with servicing retained. These components of total loan production income are primarily impacted by market pricing competition, loan production volume, the estimated fair value of originated MSRs, and the effectiveness of our pipeline hedging strategies, which can be impacted by fluctuations in market interest rates between the lock date and the date a loan is sold into the secondary market.
Previous wording
The total of primary loss and capitalization of MSRs increased approximately $48.1 million for the three months ended September 30, 2025 as compared to the same period in 2024. This increase was primarily due to an increase in loan production volume of $2.2 billion, or 5.6%, from $39.5 billion to $41.7 billion during the three months ended September 30, 2025, as compared to the same period in 2024.
Current wording
The total of primary loss and capitalization of MSRs increased approximately $197.6 million for the three months ended March 31, 2026 as compared to the same period in 2025. This increase was primarily due to an increase in loan production volume of $12.6 billion, or 38.9%, from $32.4 billion to $44.9 billion during the three months ended March 31, 2026, as compared to the same period in 2025, as well as improved pricing.
Previous wording
Loan origination fees increased by approximately $17.8 million for the three months ended September 30, 2025 as compared to the same period in 2024, due to increases in loan production volume and increases in per loan origination and other fees. The provision for representations and warranties obligations decreased by $10.7 million for the three months ended September 30, 2025 as compared to the same period in 2024, primarily due to improved loss experience.
Current wording
Loan origination fees increased by approximately $47.5 million for the three months ended March 31, 2026 as compared to the same period in 2025, due to increases in loan production volume and increases in per loan origination and other fees, including from increased adoption of our TRAC+ and PA+ services. TRAC+ provides an efficient alternative to utilizing a traditional lender title policy and title company, and PA+ is a service that offers an additional level of loan processing support for our clients when needed. The provision for representations and warranties obligations decreased by $4.8 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to a decrease in expected loss rates, partially offset by an increase in loan sales.
Previous wording
The increase in production volume was primarily due to higher refinance volume during the three months ended September 30, 2025 compared to the same period in 2024.
Current wording
The increase in production volumewas primarily due to higher refinance volume during the three months ended March 31, 2026 compared to the same period in 2025 primarily as a result of the generally lower market interest rate environment for originations, as well as investments we have made in technology and AI to increase our refinance market share.
Previous wording
The table below summarizes loan servicing income and servicing costs for each of the periods presented (servicing costs include amounts paid to sub-servicers and other direct costs of servicing, but exclude the costs of team members that oversee the Company's servicing operations):
Current wording
The table below summarizes loan servicing income and servicing costs for each of the periods presented (servicing costs include amounts paid to sub-servicers and other direct costs of servicing, but exclude the costs of team members that oversee our servicing operations):
Previous wording
Loan servicing income was $169.0 million for the three months ended September 30, 2025, an increase of $34.3 million, or 25.4%, as compared to $134.8 million for the three months ended September 30, 2024. The increase in loan servicing income during the three months ended September 30, 2025 was primarily driven by an increase in the average portfolio weighted average servicing fee as a result of increased retained servicing fees on new production due to better execution, as well as an increase in the average UPB of loans serviced.
Current wording
Loan servicing income was $213.4 million for the three months ended March 31, 2026, an increase of $22.9 million, or 12.0%, as compared to $190.5 million for the three months ended March 31, 2025. The increase in loan servicing income during the three months ended March 31, 2026 was primarily due to an increase in the average portfolio weighted average servicing fee as a result of increased retained servicing fees on new production due to better execution and an increase in the average servicing portfolio UPB.
Previous wording
Servicing costs increased $8.9 million for the three months ended September 30, 2025, as compared to the same period in 2024 primarily as a result of an increase in the average servicing portfolio and shortfall interest.
Current wording
Servicing costs increased $12.6 million for the three months ended March 31, 2026, as compared to the same period in 2025 primarily as a result of higher shortfall interest, due to increased refinance volume in the first quarter of 2026.
Previous wording
For the periods presented below, interest income and the components of and total interest expense were as follows:
Current wording
For the periods presented below, interest income and the components of total interest expense were as follows:
Previous wording
Net interest income (interest income less interest expense on funding facilities) was $148.9 million for the nine months ended September 30, 2025, an increase of $25.0 million, or 20.2%, as compared to $123.9 million for the nine months ended September 30, 2024, as a result of an increase in interest income partially offset by a decrease interest expense on funding facilities. The increase in interest income was primarily due to higher average balances of mortgage loans at fair value due to increased loan production volume, partially offset by lower average note rates on mortgage loans at fair value. The decrease in interest expense on funding facilities was primarily due to lower interest rates and higher credits from warehouse lenders on custodial and other deposits, partially offset by higher average warehouse balances due to increased loan production.
Current wording
Net interest income (interest income less interest expense on funding facilities) was $63.4 million for the three months ended March 31, 2026, an increase of $15.7 million, or 32.8%, as compared to $47.8 million for the three months ended March 31, 2025, as a result of an increase in interest income and a slight decrease in interest expense on funding facilities. The increase in interest income was primarily due to higher average balances of mortgage loans at fair value due to increased loan production volume, partially offset by lower average note rates on mortgage loans at fair value. The decrease in interest expense on funding facilities was primarily due to lower short-term interest rates, partially offset by higher average warehouse balances due to increased loan production.
Previous wording
Interest expense on non-funding debt was $51.8 million for the three months ended September 30, 2025, an increase from $31.5 million for the three months ended September 30, 2024, primarily due to interest expense on the $800.0 million of 2030 Senior Notes issued in December of 2024 and interest expense on the $1.0 billion of 2031 Senior Notes issued in September of 2025. Additionally, we had higher interest expense on the secured lines of credit as a result of higher average balances on the MSR facilities, partially offset by lower interest rates.
Current wording
Interest expense on non-funding debt was $70.7 million for the three months ended March 31, 2026, an increase from $50.1 million for the three months ended March 31, 2025, primarily due to interest expense on the $1.0 billion of 2031 Senior Notes issued in September of 2025, proceeds from which were used to repay the $800.0 million 2025 Senior Notes upon maturity in November 2025. Additionally, we had higher average borrowings under the MSR facilities in the first quarter of 2026, partially offset by lower interest rates on these facilities, due to declines in short-term interest rates.
Previous wording
The change in fair value of MSRs for the three months ended September 30, 2025 was a decrease of $307.8 million, as compared with a decrease of $446.1 million for the three months ended September 30, 2024. The decrease in fair value of MSRs for the three months ended September 30, 2025 was primarily attributable to a decrease in fair value of approximately $158.8 million due to changes in valuation inputs and assumptions (primarily due to changes in relevant market interest rates and related valuation assumptions), a decline in fair value of approximately $115.7 million due to the realization of cash flows, decay, and other (including loans paid in full) and approximately $33.3 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows.
Current wording
The change in fair value of MSRs for the three months ended March 31, 2026 was a decrease of $10.3 million, as compared with a decrease of $388.6 million for the three months ended March 31, 2025. The decrease in fair value of MSRs for the three months ended March 31, 2026 was primarily attributable to a decline in fair value of approximately $226.5 million due to realization of cash flows, decay, and other (including loans paid in full, which have increased as a result of higher refinance activity as well as higher retained servicing fees) and approximately $31.7 million of net reserves and transaction costs for bulk MSR sales, partially offset by an increase in fair value of approximately $247.9 million due to changes in valuation inputs and assumptions, net, (primarily due to changes in relevant market interest rates).
Previous wording
The decrease in fair value for the nine months ended September 30, 2024 of approximately $604.1 million was primarily attributable to a decline of approximately $377.9 million due to realization of cash flows, decay, and other (including loans paid in full), a decrease in fair value of approximately $161.1 million resulting from changes in valuation inputs and assumptions, primarily due to changes in relevant market interest rates and approximately $65.2 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows.
Current wording
The decrease in fair value for the three months ended March 31, 2025 of approximately $388.6 million was primarily attributable to a decrease in fair value of approximately $250.8 million resulting from changes in valuation inputs and assumptions, primarily due to changes in relevant market interest rates, a decline of approximately $123.1 million due to realization of cash flows, decay, and other (including loans paid in full) and approximately $14.7 million of net reserves and transaction costs for bulk MSR sales and sales of excess servicing cash flows.
Previous wording
The gain on other interest rate derivatives of $226.9 million and $254.1 million for the three and nine months ended September 30, 2024, respectively, was due to the gain on other interest rate derivative instruments that we entered into during the second quarter of 2024 in order to manage overall interest rate risk.
Current wording
The loss on other interest rate derivatives of $138.2 million for the three months ended March 31, 2026 was due to a loss on other interest rate derivative instruments that we entered into during the first quarter of 2026, driven by changes in relevant market interest rates.
Previous wording
Other costs were $1.1 billion for the nine months ended September 30, 2025, an increase of $197.2 million, or 22.4%, as compared to $880.3 million for the nine months ended September 30, 2024. This increase was primarily due to an increase in salaries, commissions and benefits of $131.0 million, or 26.4%, primarily due to increases in team member count and production volume, along with an increase in stock-based compensation expense. General and administrative expenses increased $40.9 million primarily due to an increase in computer services, software licensing, and support, driven in part by an increase in costs related to AI initiatives, partially offset by a decrease in legal expenses. Direct loan production costs increased $18.4 million, primarily due to costs associated with our free credit report program and higher production volume, partially offset by lower costs associated with down payment assistance programs. Marketing, travel and entertainment expenses increased $6.0 million, primarily due to increases in broker promotions and sponsorship fees.
Current wording
Other costs were $391.6 million for the three months ended March 31, 2026, an increase of $56.8 million, or 17.0%, as compared to $334.8 million for the three months ended March 31, 2025. This increase was primarily due to an increase in salaries, commissions and benefits of $31.8 million, or 16.5%, primarily driven by an increase in loan production volume and certain incentive-based compensation, as well as a shift in team member mix supporting our continued investments in AI and other technologies. These increases were partially offset by a reduction in average overall team member count. Direct loan production costs increased $17.4 million, primarily due to costs associated with our free credit report program andhigher loan production volume, partially offset by lower costs associated with down payment assistance programs. Marketing, travel and entertainment expenses increased $8.7 million, primarily due to increases in costs associated with broker training and development programs, and sponsorship fees. General and administrative expenses decreased $9.1 million primarily due to the receipt of a termination fee related to the terminated merger agreement with Two Harbors, as well as a decrease in provision for uncollectible receivables, partially offset by an increase in computer services, software licensing, and support.
Previous wording
We recorded a $0.6 million provision for income taxes during the three months ended September 30, 2025, compared to a $0.3 million provision for income taxes for the three months ended September 30, 2024. The increase in income tax provision for the three months ended September 30, 2025, as compared to the same period in 2024, was primarily due to the effects of our increased ownership percentage in Holdings LLC as a result of Exchange Transactions.
Current wording
We recorded a $7.1 million provision for income taxes during the three months ended March 31, 2026, compared to a $13.8 million benefit for income taxes for the three months ended March 31, 2025. The increase in income tax provision for the three months ended March 31, 2026, as compared to the same period in 2025, was primarily due to an increase in pre-tax income of Holdings LLC, combined with the effects of UWMC's increased ownership in Holdings LLC as a result of Exchange Transactions.
Previous wording
Net income was $12.1 million for the three months ended September 30, 2025, a decrease of $19.9 million or 62.2%, as compared to net income of $31.9 million for the three months ended September 30, 2024. The decrease in net income was primarily the result of an increase in other losses, net of other gains, of $60.8 million and an increase in total expenses (including income taxes) of $56.7 million, partially offset by an increase in total revenue of $97.7 million.
Current wording
Net income was $170.4 million for the three months ended March 31, 2026, an increase of $417.4 million or 169.0%, as compared to net loss of $247.0 million for the three months ended March 31, 2025. The increase in net income was primarily the result of an increase in total revenue of $288.1 million and a decrease of $240.1 million in other losses, net, partially offset by an increase in total expenses (including income taxes) of $110.7 million
Previous wording
Net loss attributable to the Company of $1.3 million for the three months ended September 30, 2025 includes the net income of UWM attributable to the Company due to its approximate 15% ownership interest in Holdings LLC. Net loss attributable to the Company of $6.3 million for the three months ended September 30, 2024, includes the net income of UWM attributable to the Company due to its approximate 7% ownership interest in Holdings LLC.
Current wording
Net income attributable to UWMC of $25.3 million for the three months ended March 31, 2026 includes the net income of Holdings LLC attributable to us due to our approximate 20% ownership interest in Holdings LLC. Net loss attributable to us of $13.7 million for the three months ended March 31, 2025 includes the net loss of Holdings LLC attributable to us due to its approximate 13% ownership interest in Holdings LLC.
Previous wording
We currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to maintain our current operations and fund our loan originations capital commitments for the next twelve months. We also believe that we have adequate available liquidity, including the net proceeds from the issuance of the 2031 Senior Notes in September 2025, to satisfy the upcoming maturity of the 2025 Senior Notes.
Current wording
We currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to maintain our current operations and fund our loan originations capital commitments for the next twelve months.
Previous wording
Warehouse lenders generally conduct daily evaluations of the adequacy of the underlying collateral for the warehouse loans based on the fair value of the mortgage loans. As the loans are generally financed at 97% to 98% of principal balance and our loans are typically outstanding on warehouse lines for short periods (e.g., less than one month), significant increases inmarket interest rates would be required for us to experience margin calls or requirements to reduce the amount outstanding with respect to the corresponding loan from a majority of our warehouse lenders. Four of our warehouse lines advance based on the fair value of the loans, rather than the principal balance. For those lines, we exchange collateral for modest changes in value. As of September 30, 2025, there were no outstanding exchanges of collateral.
Current wording
Warehouse lenders generally conduct daily evaluations of the adequacy of the underlying collateral for the warehouse loans based on the fair value of the mortgage loans. As the loans are generally financed at 97% to 98% of principal balance and our loans are typically outstanding on warehouse lines for short periods (e.g., less than one month), significant increases inmarket interest rates would be required for us to experience margin calls or requirements to reduce the amount outstanding with respect to the corresponding loan from a majority of our warehouse lenders. Four of our warehouse lines advance based on the fair value of the loans, rather than the principal balance. For those lines, we exchange collateral for modest changes in value. As of March 31, 2026, there was $1.9 million of outstanding exchanges of collateral.
Previous wording
2 Interest rates under these funding facilities are based on SOFR plus a spread, which ranged from 1.15% to 1.90% for substantially all of our loan production volume as of September 30, 2025.
Current wording
2 Interest rates under these funding facilities are based on SOFR plus a spread, which ranged from 1.00% to 1.75% for substantially all of our loan production volume as of March 31, 2026.
Previous wording
We are an approved lender for loan early funding facilities with Fannie Mae through its As Soon As Pooled Plus (“ASAP+”) program and Freddie Mac through its Early Funding (“EF”) program. As an approved lender for these early funding programs, we enter into an agreement to deliver closed and funded one-to-four family residential mortgage loans, each secured by related mortgages and deeds of trust, and receive funding in exchange for such mortgage loans in some cases before the lender has grouped them into pools to be securitized by Fannie Mae or Freddie Mac. All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of September 30, 2025, $25.9 million amount was outstanding under the ASAP+ program and $90.0 million was outstanding through the EF program.
Current wording
We are an approved lender for loan early funding facilities with Fannie Mae through its As Soon As Pooled Plus (“ASAP+”) program and Freddie Mac through its Early Funding (“EF”) program. As an approved lender for these early funding programs, we enter into an agreement to deliver closed and funded one-to-four family residential mortgage loans, each secured by related mortgages and deeds of trust, and receive funding in exchange for such mortgage loans in some cases before the lender has grouped them into pools to be securitized by Fannie Mae or Freddie Mac. All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of March 31, 2026, $46.8 million amount was outstanding under the ASAP+ program and $118.7 million was outstanding through the EF program.
Previous wording
Beginning on April 15, 2024, we may, at our option, redeem the 2029 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: April 15, 2024 at 102.750%; April 15, 2025 at 101.375%; or April 15, 2026 until maturity at 100%, of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
Current wording
Beginning on April 15, 2024, we may, at our option, redeem the 2029 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: April 15, 2024 at 102.750%; April
Previous wording
On December 10, 2024, our consolidated subsidiary, Holdings LLC, issued $800.0 million in aggregate principal amount of senior unsecured notes due February 1, 2030, which are guaranteed by UWM (the "2030 Senior Notes"). The 2030 Senior Notes accrue interest at a rate of 6.625% per annum. Interest on the 2030 Senior Notes is due semi-annually on February 1 and August 1 of each year, commencing August 1, 2025. We used the net proceeds from the issuance of the 2030 Senior Notes to pay down outstanding amounts on our MSR facilities and for general corporate purposes.
Current wording
On December 10, 2024, the our consolidated subsidiary, Holdings LLC, issued $800.0 million in aggregate principal amount of senior unsecured notes due February 1, 2030, which are guaranteed by its wholly-owned subsidiary, UWM (the "2030 Senior Notes"). The 2030 Senior Notes accrue interest at a rate of 6.625% per annum. Interest on the 2030 Senior Notes is due semi-annually on February 1 and August 1 of each year, commencing August 1, 2025. We used the net proceeds from the issuance of the 2030 Senior Notes to pay down outstanding amounts on our MSR facilities and for general corporate purposes.
Previous wording
On September 9, 2025, the Company's consolidated subsidiary, Holdings LLC, issued $1.0 billion in aggregate principal amount of senior unsecured notes due March 15, 2031, which are guaranteed by UWM (the "2031 Senior Notes"). The 2031 Senior Notes accrue interest at a rate of 6.250% per annum. Interest on the 2031 Senior Notes is due semi-annually on March 15 and September 15 of each year, commencing on March 15, 2026. We plan to use the net proceeds from the issuance of the 2031 Senior Notes (i) to repay the 2025 Senior Notes at maturity, (ii) pay down outstanding amounts on our MSR facilities, and (iii) the remainder, if any, for working capital.
Current wording
On September 9, 2025, our consolidated subsidiary, Holdings LLC, issued $1.0 billion in aggregate principal amount of senior unsecured notes due March 15, 2031, which are guaranteed by its wholly-owned subsidiary, UWM (the "2031 Senior Notes"). The 2031 Senior Notes accrue interest at a rate of 6.250% per annum. Interest on the 2031 Senior Notes is due semi-annually on March 15 and September 15 of each year, commencing on March 15, 2026. We used the net proceeds from the issuance of the 2031 Senior Notes (i) to repay the 2025 Senior Notes at maturity, (ii) temporarily pay down outstanding amounts on our MSR facilities, and (iii) for working capital.
Previous wording
On or after March 15, 2028, the Company may, at its option, redeem the 2031 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: March 15, 2028 at 103.125%; March 15, 2029 at 101.563%; or March 15, 2030 until maturity at 100%, of the principal amount of the 2031 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to March 15, 2028, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2031 Senior Notes originally issued at a redemption price of 106.250% of the principal amount of the 2031 Senior Notes redeemed on the redemption date plus accrued and unpaid interest, with net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem some or all of the 2031 Senior Notes prior to March 15, 2028 at a price equal to 100% of the principal amount redeemed plus a "make-whole" premium, plus accrued and unpaid interest.
Current wording
On or after March 15, 2028, we may, at our option, redeem the 2031 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: March 15, 2028 at 103.125%; March 15, 2029 at 101.563%; or March 15, 2030 until maturity at 100%, of the principal amount of the 2031 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to March 15, 2028, we may, at our option, redeem up to 40% of the aggregate principal amount of the 2031 Senior Notes originally issued at a redemption price of 106.250% of the principal amount of the 2031 Senior Notes redeemed on the redemption date plus accrued and unpaid interest, with net proceeds of certain equity offerings. In addition, we may, at our option, redeem some or all of the 2031 Senior Notes prior to March 15, 2028 at a price equal to 100% of the principal amount redeemed plus a "make-whole" premium, plus accrued and unpaid interest.
Previous wording
The indentures governing the 2025 Senior Notes, the 2027 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, and the 2031 Senior Notes contain certain operating covenants and restrictions, subject to a number of exceptions and qualifications, including restrictions on our ability to (1) incur additional non-funding indebtedness unless either (y) the Fixed Charge Coverage Ratio (as defined in the applicable indenture) is no less than 3.0 to 1.0 or (z) the Debt-to-Equity Ratio (as defined in the applicable indenture) does not exceed 2.0 to 1.0, (2) merge, consolidate or sell assets, (3) make restricted payments, including distributions, (4) enter into transactions with affiliates, (5) enter into sale and leaseback transactions and (6) incur liens securing indebtedness. We were in compliance with the terms of these indentures as of September 30, 2025.
Current wording
The indentures governing the outstanding Senior Notes contain certain operating covenants and restrictions, subject to a number of exceptions and qualifications, including restrictions on our ability to (1) incur additional non-funding indebtedness unless either (y) the Fixed Charge Coverage Ratio (as defined in the applicable indenture) is no less than 3.0 to 1.0 or (z) the Debt-to-Equity Ratio (as defined in the applicable indenture) does not exceed 2.0 to 1.0, (2) merge, consolidate or sell assets, (3) make restricted payments, including distributions, (4) enter into transactions with affiliates, (5) enter into sale and leaseback transactions and (6) incur liens securing indebtedness. We were in compliance with the terms of these indentures as of March 31, 2026.
Previous wording
In 2022, the Company's consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A. ("Citibank"), providing UWM with up to $1.5 billion of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the “Conventional MSR Facility”). The Conventional MSR Facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitizations by Fannie Mae or Freddie Mac that meet certain criteria. Available borrowings, as well as mandatory curtailments, under the Conventional MSR Facility are based on the fair market value of the collateral, and borrowings under the Conventional MSR Facility bear interest based on one-month term SOFR plus an applicable margin.
Current wording
In 2022, our consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A. ("Citibank"), providing UWM with up to $1.5 billion of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the “Conventional MSR Facility”). The Conventional MSR Facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitizations by Fannie Mae or Freddie Mac that meet certain criteria. Available borrowings, as well as mandatory curtailments, under the Conventional MSR Facility are based on the fair market value of the collateral, and borrowings under the Conventional MSR Facility bear interest based on one-month term SOFR plus an applicable margin.
Previous wording
On June 27, 2024, UWM and Citibank amended both the Loan and Security Agreement and the warehouse facility agreement between the parties. These amendments increased the combined total uncommitted borrowing capacity of the Conventional MSR Facility and the warehouse facility to$2.0 billion and extended the maturity dates to June 26, 2026. As of September 30, 2025, no amounts were outstanding under the Conventional MSR Facility.
Current wording
On June 27, 2024, UWM and Citibank amended both the Loan and Security Agreement and the warehouse facility agreement between the parties. These amendments increased the combined total uncommitted borrowing capacity of the Conventional MSR Facility and the warehouse facility to$2.0 billion and extended the maturity dates to June 26, 2026. As of March 31, 2026, $1.4 billion was outstanding under the Conventional MSR Facility.
Showing the first 40 of 69 pairs. Open the source sections for the rest.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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15, 2025 at 101.375%; or April 15, 2026 until maturity at 100%, of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
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•the delays or failures to sell or securitize loans in the secondary market and its impact on our financial performance;
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For the nine months ended September 30, 2025, we originated $113.8 billion in loans, which was an increase of $13.1 billion, or 13.0%, from the $100.8 billion of originations during the nine months ended September 30, 2024. We reported net income of $79.5 million for the nine months ended September 30, 2025, which was a decrease of $209.2 million, compared to net income of $288.8 million for the nine months ended September 30, 2024. Adjusted EBITDA for the nine months ended September 30, 2025 was $464.6 million as compared to $341.8 million for the nine months ended September 30, 2024. Refer to the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.
Previous report — wording carried elsewhere
Loan servicing income was $538.3 million for the nine months ended September 30, 2025, an increase of $75.0 million, or 16.2%, as compared to $463.4 million for the nine months ended September 30, 2024. The increase in loan servicing income during the nine months ended September 30, 2025 was primarily due to an increase in the average portfolio weighted average servicing fee as a result of increased retained servicing fees on new production due to better execution, partially offset by a slight decline in the average servicing portfolio UPB.
Previous report — wording carried elsewhere
restrict SFS Corp. from pursuing certain remedies until all outstanding amounts due under any of the senior notes has been paid upon the occurrence of any event of default under any of the indentures governing the senior notes.
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Net cash used in operating activities
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Net cash provided by financing activities
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monetary policies that affect interest rates and inflation;
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underlying certain of our facilities causing an unanticipated margin call;
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•our ability to sell loans in the secondary market, including to government sponsored enterprises, and to securitize our
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reform, termination of conservatorship or efforts to increase the capital levels of the GSEs;
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mortgage loans, or banks, credit unions or other entities that use their own funds or warehouse facilities to fund
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mortgage loans, but in any case do not underwrite or otherwise make the credit decision with regard to such mortgage
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loans to originate mortgage loans, as well as changes in banking regulations and capital requirements which may impact the availability of warehouse financing or otherwise affect liquidity in the residential mortgage industry;
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•our ability to continue to comply with the complex state and federal laws regulations or practices applicable to
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mortgage loan origination and servicing in general, including maintaining the appropriate state licenses, managing the
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from time to time in our other filings with the SEC.