10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number 001-39189

UWM HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			84-2124167
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
585 South Boulevard E.	Pontiac,	MI	48341
(Address of Principal Executive Offices)			(Zip Code)

(800) 981-8898

Registrant's telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	UWMC	New York Stock Exchange
Warrants, each warrant exercisable for one share of Class A Common Stock	UWMCWS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x   No  o 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	o	Smaller reporting company	☐
		Emerging growth company	☐

        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes   ☐     No  x

As of May 6, 2022, the registrant had 92,531,737 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding.

Table of Contents

Section Name	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	2
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Operations	3
Condensed Consolidated Statements of Changes in Equity	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	36
Item 4. Controls and Procedures	38
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 5. Other Information	39
Item 6. Exhibits	40
Signatures	41

PART I

Item 1. Financial Statements

UWM HOLDINGS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share amounts)

	March 31, 2022		December 31, 2021
Assets	(Unaudited)
Cash and cash equivalents	$	901,174	$	731,088
Mortgage loans at fair value	5,208,167		17,473,324
Derivative assets	241,932		67,356
Investment securities at fair value, pledged	138,417		152,263
Accounts receivable, net	617,608		415,691
Mortgage servicing rights (see Note 5)	3,514,102		3,314,952
Premises and equipment, net	151,206		151,687
Operating lease right-of-use asset, net (includes $103,513 and $104,595 with related parties)	103,670		104,828
Finance lease right-of-use asset (includes $28,416 and $28,619 with related parties)	53,857		57,024
Other assets	60,820		60,145
Total assets	$	10,990,953	$	22,528,358
Liabilities and equity
Warehouse lines of credit	$	4,076,829	$	15,954,938
Derivative liabilities	115,430		36,741
Borrowings against investment securities	118,786		118,786
Accounts payable, accrued expenses and other	1,207,145		1,087,411
Accrued distributions and dividends payable	159,460		9,171
Senior notes	1,981,106		1,980,112
Operating lease liability (includes $110,854 and $111,999 with related parties)	111,010		112,231
Finance lease liability (includes $29,015 and $29,087 with related parties)	54,945		57,967
Total liabilities	7,824,711		19,357,357
Equity
Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of March 31, 2022	—		—
Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized, 92,531,073 shares issued and outstanding as of March 31, 2022	9		9
Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of March 31, 2022	—		—
Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of March 31, 2022	—		—
Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized, 1,502,069,787 shares issued and outstanding as of March 31, 2022	150		150
Additional paid-in capital	542		437
Retained earnings	138,834		141,805
Non-controlling interest	3,026,707		3,028,600
Total equity	3,166,242		3,171,001
Total liabilities and equity	$	10,990,953	$	22,528,358

See accompanying Notes to the Condensed Consolidated Financial Statements.

2

UWM HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except shares and per share amounts)

(Unaudited)

	For the three months ended March 31,
	2022		2021
Revenue
Loan production income	$	383,871	$	1,074,665
Loan servicing income	198,565		123,789
Change in fair value of mortgage servicing rights (see Note 5)	171,963		(59,259)
Gain on sale of mortgage servicing rights	—		4,763
Interest income	67,395		45,912
Total revenue, net	821,794		1,189,870
Expenses
Salaries, commissions and benefits	160,609		213,061
Direct loan production costs	26,718		13,162
Marketing, travel, and entertainment	12,837		10,495
Depreciation and amortization	10,915		7,289
General and administrative	38,323		16,778
Servicing costs	47,184		20,508
Interest expense	60,374		52,990
Other expense/(income)	7,502		(17,304)
Total expenses	364,462		316,979
Earnings before income taxes	457,332		872,891
Provision for income taxes	4,045		12,886
Net income	453,287		860,005
Net income attributable to non-controlling interest	431,357		812,020
Net income attributable to UWM Holdings Corporation	$	21,930	$	47,985
Earnings per share of Class A common stock  (see Note 17):
Basic	$	0.24	$	0.47
Diluted	$	0.22	$	0.33
Weighted average shares outstanding:
Basic	92,214,594		103,104,205
Diluted	1,594,284,381		1,605,173,992

See accompanying Notes to the Condensed Consolidated Financial Statements.

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UWM HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except shares and per share amounts)

(Unaudited)

	Class A Common Stock Shares	Class A Common Stock Amount		Class D Common Stock Shares	Class D Common Stock Amount		Additional  Paid-in Capital		Retained Earnings		Non-controlling Interest		Total
Balance, January 1, 2021	—	$	—	—	$	—	$	24,839	$	2,349,441	$	—	$	2,374,280
Cumulative effect of change to fair value accounting for mortgage servicing rights	—	—		—	—		—		3,440		—		3,440
Net income prior to business combination transaction	—	—		—	—		—		183,756		—		183,756
Member distributions to SFS Corp. prior to business combination transaction	—	—		—	—		—		(1,100,000)		—		(1,100,000)
Net proceeds received from business combination transaction	—	—		—	—		—		879,122		—		879,122
Cumulative effect of reorganization post business combination transaction	103,104,205	10		1,502,069,787	150		(24,839)		(2,164,975)		2,189,654		—
Opening net liabilities of Gores Holdings IV, Inc. acquired	—	—		—	—		—		(75,381)		—		(75,381)
Dividend and distribution declared February 3, 2021 and payable April 6, 2021	—	—		—	—		—		(10,310)		(150,207)		(160,517)
Member distributions to SFS Corp. post business combination transaction	—	—		—	—		—		—		(2,913)		(2,913)
Net income subsequent to business combination transaction	—	—		—	—		—		47,985		628,264		676,249
Balance, March 31, 2021	103,104,205	$	10	1,502,069,787	$	150	$	—	$	113,078	$	2,664,798	$	2,778,036
Balance, January 1, 2022	91,612,305	$	9	1,502,069,787	$	150	$	437	$	141,805	$	3,028,600	$	3,171,001
Net income	—	—		—	—		—		21,930		431,357		453,287
Dividend declared on February 25, 2022 and payable on April 11, 2022	—	—		—	—		—		(9,253)		—		(9,253)
Member distributions to SFS Corp.	—	—		—	—		—		—		(450,621)		(450,621)
Stock-based compensation expense	918,768	—		—	—		105		—		1,723		1,828
Re-measurement of non-controlling interest due to change in parent ownership and other	—	—		—	—		—		(15,648)		15,648		—
Balance, March 31, 2022	92,531,073	$	9	1,502,069,787	$	150	$	542	$	138,834	$	3,026,707	$	3,166,242

See accompanying Notes to the Condensed Consolidated Financial Statements.

4

UWM HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	For the three months ended March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	453,287	$	860,005
Adjustments to reconcile net income to net cash provided by operating activities:
Reserve for representations and warranties	7,762		9,818
Capitalization of mortgage servicing rights	(645,437)		(599,389)
Change in fair value of mortgage servicing rights	(171,963)		59,259
Depreciation and amortization of premises & equipment, finance lease assets and debt issuance costs	11,909		7,981
Stock-based compensation expense	1,828		—
Decrease in fair value of investment securities	10,934		—
Decrease in fair value of warrants liability	(4,132)		(17,304)
(Increase) decrease in:
Mortgage loans at fair value	12,265,157		2,413,244
Derivative assets	(174,576)		(52,096)
Other assets	(173,090)		(309,033)
Increase (decrease) in:
Derivative liabilities	78,689		(10,758)
Other liabilities	91,395		275,290
Net cash provided by operating activities	11,751,763		2,637,017
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of premises and equipment	(6,102)		(9,815)
Net proceeds from sale of mortgage servicing rights	613,532		2,582
Proceeds from principal payments on investment securities	3,068		—
Net cash provided by (used in) investing activities	610,498		(7,233)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under warehouse lines of credit	(11,878,109)		(2,117,657)
Repayments of finance lease liabilities	(4,225)		(2,857)
Borrowings under equipment notes payable	—		453
Repayments under equipment notes payable	(226)		(1,557)
Borrowings under operating lines of credit	—		79,700
Proceeds from business combination transaction	—		895,134
Costs incurred related to business combination transaction	—		(11,260)
Dividends paid	(9,171)		—
Member distributions to SFS Corp.	(300,444)		(1,102,914)
Net cash used in financing activities	(12,192,175)		(2,260,958)
INCREASE IN CASH AND CASH EQUIVALENTS	170,086		368,826
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD	731,088		1,223,837
CASH AND CASH EQUIVALENTS, END OF THE PERIOD	$	901,174	$	1,592,663
SUPPLEMENTAL INFORMATION
Cash paid for interest	$	37,923	$	36,077

See accompanying Notes to the Condensed Consolidated Financial Statements.

5

UWM HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

UWM Holdings Corporation, through its consolidated subsidiaries (collectively, the "Company"), engages in the origination, sale and servicing of residential mortgage loans. The Company is organized in Delaware but based in Michigan, and originates and services loans throughout the U.S. The Company is approved as a Title II, non-supervised direct endorsement mortgagee with the U.S. Department of Housing and Urban Development (or “HUD”). In addition, the Company is an approved issuer with the Government National Mortgage Association (or “Ginnie Mae”), as well as an approved seller and servicer with the Federal National Mortgage Association (or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (or “Freddie Mac”).

The Company (f/k/a Gores Holdings IV, Inc.) was incorporated in Delaware on June 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 22, 2020, the Company entered into a Business Combination Agreement (the "Business Combination Agreement") by and among the Company, SFS Holding Corporation, a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC, a Michigan limited liability company (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company (“Holdings LLC” and, together with UWM, the “UWM Entities”). The business combination with the UWM Entities closed on January 21, 2021.

Prior to the closing of the business combination with the UWM Entities, SFS Corp. was the sole member of UWM, which had one unit authorized, issued and outstanding. On January 21, 2021, SFS Corp. contributed its equity interest in UWM to Holdings LLC and adopted the Amended and Restated Operating Agreement to admit Holdings LLC as UWM's sole member and its manager. Upon completion of the business combination transaction, (i) Holdings LLC issued approximately 6% of its units (Class A Common Units) to the Company, (ii) SFS Corp. retained approximately 94% of the units (Class B Common Units) in Holdings LLC and accordingly retained approximately 94% of the economic ownership interest of the combined company and (iii) Holdings LLC became a consolidated subsidiary of the Company, as the Company is the sole managing member of Holdings LLC. The economic interest in Holdings LLC owned by SFS Corp. is presented as a non-controlling interest in these condensed consolidated financial statements (see Note 11 - Non-Controlling Interests for further information).

Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company is organized in an “Up-C” structure in which UWM (the operating subsidiary) is held directly by Holdings LLC and the Company’s only material direct asset consists of Class A Common Units in Holdings LLC. The Company's current capital structure authorizes Class A common stock, Class B common stock, Class C common stock and Class D common stock. The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Immediately following the business combination transaction, there were 103,104,205 shares of Class A common stock outstanding, and 1,502,069,787 shares of non-economic Class D common stock outstanding (all of which were held by SFS Corp.), and no shares of Class B or Class C common stock outstanding. As of March 31, 2022, following the buyback of 11,498,330 shares offset by the issuance of 925,198 shares as equity compensation, there were 92,531,073 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding. Each Holdings LLC Class B Common Unit held by SFS Corp. may be exchanged, along with its stapled share of Class D common stock, for either, at the option of the Company, (a) cash or (b) one share of the Company’s Class B common stock (See Note 11 - Non-Controlling Interests). Each share of Class B Stock is convertible into one share of Class A Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. Pursuant to the Business Combination Agreement, SFS Corp. is entitled to receive an aggregate of up to 90,761,687 earn-out shares in the form of Class B Common Units in Holdings LLC and Class D common shares upon attainment of certain stock price targets prior to January 2026. There are four different triggering events that affect the number of earn-out shares that will be issued based upon the per share price of Class A common stock ranging from $13.00 to $19.00 per share. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the applicable guidance in U.S. GAAP. See Note 17 - Earnings Per Share for further information.

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Basis of Presentation and Consolidation

The business combination transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP as UWM was determined to be the accounting acquirer, primarily due to the fact that SFS Corp. continues to control the Company through its ownership of the Class D common stock. Under this method of accounting, while the Company was the legal acquirer, it was treated as the acquired company for financial reporting purposes. Accordingly, the business combination transaction was treated as the equivalent of UWM issuing stock for the net assets of the Company, accompanied by a recapitalization, with the net assets of the Company stated at historical cost, with no goodwill or other intangible assets recorded. The net proceeds received from Gores Holdings IV, Inc. in the business combination transaction approximated $895.1 million, and the Company incurred approximately $16.0 million in costs related to the transaction which were charged to stockholders' equity upon the closing of the transaction. As part of the business combination transaction, the Company assumed the liability related to the Public and Private Warrants (described below) of $45.6 million. The Company’s financial statement presentation included in these condensed consolidated financial statements include the condensed consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.

The condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair statement of our results of operations, financial position and cash flows for the periods presented. However, our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Loans Eligible for Repurchase from Ginnie Mae

When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due) and the call option results in a more than trivial benefit to the Company, the previously sold assets are required to be re-recognized on the condensed consolidated balance sheets, regardless of the Company's intent to exercise its option to repurchase. The recognition of previously sold loans does not impact the accounting for the previously recognized MSRs. At March 31, 2022 and December 31, 2021, the Company had recorded Ginnie Mae pool loans as part of "Mortgage loans at fair value" totaling $391.1 million and $563.4 million, respectively, with related purchase liabilities equal to the gross amount of the loan recorded in "Accounts payable, accrued expenses and other" on the condensed consolidated balance sheets. At March 31, 2022 and December 31, 2021, the fair values of the Ginnie Mae pool loans were $384.0 million and $555.1 million, reflecting fair value adjustments of $7.1 million and $8.3 million, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under applicable U.S. GAAP. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in the U.S. and various state and local jurisdictions. The tax laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, the Company must make assumptions and judgements about how to interpret and apply complex tax laws to numerous transactions and business events, as well as make judgements regarding the timing of when certain items may affect taxable income.

Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation

7

allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.

Our interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. We recognize the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We record interest and penalties related to uncertain tax positions as a component of the income tax provision. See Note 15 – Income Taxes for further information.

Tax Receivable Agreement

In connection with the Business Combination Agreement, the Company entered into a Tax Receivable Agreement with SFS Corp. that will obligate the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from exchanges of Holdings LLC Common Units; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the tax receivable agreement; (iii) certain increases in tax basis resulting from payments the Company makes under the tax receivable agreement; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of section 704(c) of the Internal Revenue Code of 1986. The Company will retain the benefit of the remaining 15% of these tax savings. The Company recognized a liability of approximately $1.9 million for estimated amounts due under the Tax Receivable Agreement in connection with the business combination transaction. Subsequently, the liability is accounted for as a loss contingency, with changes in the liability measured and recorded when estimated amounts due under the Tax Receivable Agreement are probable and can be reasonably estimated and reported as part of other (income) expense in the condensed consolidated statements of operations. During the three months ended March 31, 2022, the Company recorded an additional liability of $0.7 million, representing 85% of the estimated tax benefits to the Company resulting from additional sales of MSRs during the first quarter of 2022. As of March 31, 2022, the total liability recorded for the Tax Receivable Agreement was approximately $14.6 million.

Related Party Transactions

The Company enters into various transactions with related parties. See Note 14 – Related Party Transactions for further information.

Public and Private Warrants

As part of Gores Holdings IV, Inc.'s initial public offering ("IPO") in January 2020, Gores Holdings IV, Inc. issued to third party investors 42.5 million units, consisting of one share of Class A common stock of Gores Holdings IV, Inc. and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores Holdings IV, Inc. completed the private sale of 5.25 million warrants to Gores Holdings IV, Inc.'s sponsor at a purchase price of $2.00 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Upon the closing of the business combination transaction, the Company had 10,624,987 Public Warrants and 5,250,000 Private Warrants outstanding.

The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the business combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company evaluated the Public and Private Warrants under applicable U.S. GAAP and concluded that they do not meet the criteria to be classified in stockholders’ equity due to certain terms of the warrants. Since the Public and Private Warrants meet the definition of derivatives, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the business combination transaction and subsequently (recorded within "Accounts payable, accrued expenses and other"), with the change in their respective fair values recognized in the condensed consolidated statement of operations (recorded within "Other (income)/expense").

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Stock-Based Compensation

Effective upon the closing of the business combination transaction, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which was approved by stockholders on January 20, 2021. The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. The Company's Compensation Committee approved, effective April 2, 2021, the issuance of 3.2 million restricted stock units to the Company's team members. The restricted stock units had a grant date fair value of approximately $25.2 million. The restricted stock units vest over three years, 33% on each of February 1, 2022 and 2023 and 34% on February 1, 2024. In addition, the Compensation Committee approved the issuance of 1,000 RSUs to each of the Company's four non-employee directors which were fully vested upon issuance. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant and is included in "Salaries, commissions and benefits" on the condensed consolidated statements of operations. The Company made a policy election to recognize the effects of forfeitures as they occur.

Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which was subsequently amended by ASU No. 2021-1, Reference Rate Reform (Topic 848): Scope, which was issued in January 2021 and will remain effective through December 31, 2022. This guidance provides practical expedients to address existing guidance on contract modifications due to the expected market transition from the London Inter-bank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). The ASU was effective upon issuance on a prospective basis beginning January 1, 2020 and the Company may elect certain practical expedients as reference rate activities occur. The Company will evaluate its debt and other applicable contracts that are modified in the future to ensure they are eligible for modification relief and apply the practical expedients as needed. The Company does not anticipate this will have a material impact on its condensed consolidated financial statements and related disclosures.

NOTE 2 – MORTGAGE LOANS AT FAIR VALUE

The table below includes the estimated fair value and unpaid principal balance (“UPB”) of mortgage loans that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option has been elected for mortgage loans, as this accounting treatment best reflects the economic consequences of the Company’s mortgage origination and related hedging and risk management activities. The difference between the UPB and estimated fair value is made up of the premiums paid on mortgage loans, as well as the fair value adjustment as of the balance sheet date. The change in fair value adjustment is recorded in the “Loan production income” line item of the condensed consolidated statements of operations.

(In thousands)	March 31, 2022		December 31, 2021
Mortgage loans, unpaid principal balance	$	5,263,246	$	17,194,330
Premiums paid on mortgage loans	47,047		238,963
Fair value adjustment	(102,126)		40,031
Mortgage loans at fair value	$	5,208,167	$	17,473,324

NOTE 3 – DERIVATIVES

The Company enters into IRLCs to originate residential mortgage loans at specified interest rates and terms within a specified period of time with customers who have applied for a loan and may meet certain credit and underwriting criteria. To determine the fair value of the IRLCs, each contract is evaluated based upon its stage in the application, approval and origination process for its likelihood of consummating the transaction (or “pullthrough”). Pullthrough is estimated based on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. Generally, the further into the process the more likely that the IRLC will convert to a loan. The blended average pullthrough rate was 83% and 86%, as of March 31, 2022 and December 31, 2021, respectively. The Company primarily uses forward loan sale commitments ("FLSCs") to economically hedge the IRLCs.

The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands):

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	March 31, 2022							December 31, 2021
	Fair value							Fair value
	Derivative assets		Derivative liabilities		Notional Amount			Derivative assets		Derivative liabilities		Notional Amount
IRLCs	$	9,511	$	108,475	$	11,494,354	(a)	$	24,899	$	11,138	$	13,450,967	(a)
FLSCs	232,421		6,955		15,927,461			42,457		25,603		28,887,178
Total	$	241,932	$	115,430				$	67,356	$	36,741

(a)Adjusted for pullthrough rates of 83% and 86%, respectively.

NOTE 4 – ACCOUNTS RECEIVABLE, NET

The following summarizes accounts receivable, net (in thousands):

	March 31, 2022		December 31, 2021
Derivative settlements receivable	$	184,601	$	21,987
Servicing fees	169,433		136,981
Servicing advances	131,288		135,117
Investor receivables	49,796		44,192
Receivables from sale of servicing	44,810		13,503
Warehouse bank receivable	22,102		8,510
Origination receivables	19,057		56,569
Other receivables	111		127
Provision for current expected credit losses	(3,590)		(1,295)
Total Accounts Receivable, Net	$	617,608	$	415,691

The Company periodically evaluates the carrying value of accounts receivable balances with delinquent receivables being written-off based on specific credit evaluations and circumstances of the debtor.

NOTE 5 – MORTGAGE SERVICING RIGHTS

Mortgage servicing rights are recognized on the condensed consolidated balance sheets when loans are sold and the associated servicing rights are retained. The Company has elected the fair value option for all current classes of its MSRs. The Company determined its classes of MSRs based on how the Company manages risk. The Company's MSRs are measured at fair value, which is determined using a valuation model that calculates the present value of estimated future net servicing fee income. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various outside sources.

The unpaid principal balance of mortgage loans serviced approximated $303.4 billion and $319.8 billion at March 31, 2022 and December 31, 2021, respectively. Conforming conventional loans serviced by the Company have previously been sold to Fannie Mae and Freddie Mac on a non-recourse basis, whereby credit losses are generally the responsibility of Fannie Mae and Freddie Mac, and not the Company. Loans serviced for Ginnie Mae are insured by the FHA, guaranteed by the VA, or insured by other applicable government programs. While the above guarantees and insurance are the responsibility of those parties, the Company is still subject to potential losses related to its servicing of these loans. Those estimated losses are incorporated into the valuation of MSRs.

The following table summarizes changes in the MSR assets for the three months ended March 31, 2022 and 2021 (in thousands):

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	For the three months ended March 31,
	2022		2021
Fair value, beginning of period	$	3,314,952	$	1,760,304
Capitalization of mortgage servicing rights	645,437		599,389
MSR sales	(656,670)		—
Changes in fair value:
Due to changes in valuation inputs or assumptions	390,980		197,802
Due to collection/realization of cash flows/other	(180,597)		(257,061)
Fair value, end of period	$	3,514,102	$	2,300,434

The following is a summary of the components of change in fair value of servicing rights as reported in the condensed consolidated statements of operations (in thousands):

	For the three months ended March 31,
	2022		2021
Changes in fair value:
Due to changes in valuation model or assumptions	$	390,980	$	197,802
Due to collection/realization of cash flows/other	(180,597)		(257,061)
Reserves and transaction costs on sales of servicing rights	(38,420)		—
Changes in fair value of mortgage servicing rights	$	171,963	$	(59,259)

During the the first quarter of 2022, the Company sold MSRs on loans with an aggregate UPB of approximately $56.6 billion for proceeds of approximately $656.7 million. Additionally, on March 31, 2022, the Company entered into an agreement to sell MSRs with an aggregate UPB of approximately $16.1 billion for proceeds of approximately $215.1 million, and the initial proceeds were not received until April 1, 2022. Accordingly, these MSR assets remained on the balance sheet at March 31, 2022. In connection with the sales of these MSRs, the Company recorded $38.4 million for its estimated obligation for protection provisions granted to the buyer and transaction costs, which is reflected as part of the change in fair value of MSRs in the condensed consolidated statements of operations.

The following table summarizes the loan servicing income recognized during the three months ended March 31, 2022 and 2021, respectively (in thousands):

	For the three months ended March 31,
	2022		2021
Contractual servicing fees	$	195,950	$	122,306
Late, ancillary and other fees	2,615		1,483
Loan servicing income	$	198,565	$	123,789

The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at March 31, 2022 and December 31, 2021, respectively:

	March 31, 2022							December 31, 2021
	Range					Weighted Average		Range					Weighted Average
Discount rates	8.5	%	—	14.5	%	9.2	%	9.0	%	—	14.5	%	9.6	%
Annual prepayment speeds	8.3	%	—	32.3	%	9.7	%	8.3	%	—	45.4	%	10.5	%
Cost of servicing	$74		—	$145		$81		$74		—	$162		$81

The hypothetical effect of an adverse change in these key assumptions would result in a decrease in fair values as follows at March 31, 2022 and December 31, 2021, respectively, (in thousands):

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	March 31, 2022		December 31, 2021
Discount rate:
+ 10% adverse change – effect on value	$	(107,944)	$	(107,992)
+ 20% adverse change – effect on value	(208,454)		(208,567)
Prepayment speeds:
+ 10% adverse change – effect on value	$	(127,337)	$	(138,807)
+ 20% adverse change – effect on value	(245,820)		(267,964)
Cost of servicing:
+ 10% adverse change – effect on value	$	(34,885)	$	(37,370)
+ 20% adverse change – effect on value	(69,770)		(74,741)

These sensitivities are hypothetical and should be used with caution. As the table demonstrates, the Company’s methodology for estimating the fair value of MSRs is highly sensitive to changes in assumptions. For example, actual prepayment experience may differ and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption of the fair value of the MSRs is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may indicate higher prepayments; however, this may be partially offset by lower prepayments due to other factors such as a borrower’s diminished opportunity to refinance), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made as of a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time.

NOTE 6 – OTHER ASSETS

The following summarizes other assets (in thousands):

	March 31, 2022		December 31, 2021
Prepaid insurance	$	24,920	$	28,249
Prepaid IT service and maintenance	24,540		26,236
Other	11,360		5,660
Total other assets	$	60,820	$	60,145

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NOTE 7 – WAREHOUSE LINES OF CREDIT

The Company had the following warehouse lines of credit with financial institutions as of March 31, 2022 and December 31, 2021, respectively, (in thousands):

Warehouse Lines of Credit 1	Date of Initial Agreement With Warehouse Lender	Current Agreement Expiration Date	March 31, 2022		December 31, 2021
Master Repurchase Agreement ("MRA") Funding:
$150 Million	2/29/2012	5/24/2022	$	50,853	$	144,534
$200 Million	3/30/2018	9/5/2022	77,558		197,976
$400 Million	8/21/2012	10/20/2022	94,692		372,895
$300 Million	8/19/2016	11/9/2022	39,859		280,637
$250 Million	2/26/2016	12/22/2022	21,491		192,614
$1 Billion	7/10/2012	1/9/2023	131,988		963,495
$3.5 Billion2	12/31/2014	2/22/2023	916,427		3,349,395
$500 Million	3/7/2019	2/22/2023	108,875		1,230,017
$1 Billion	4/23/2021	4/23/2023	337,926		755,539
$2 Billion	10/30/2020	5/26/2023	232,987		1,163,447
$4 Billion	5/9/2019	7/28/2023	1,733,732		4,482,245
$700 Million	7/24/2020	8/30/2023	61,363		673,471
$1.5 Billion3	9/8/2020	9/18/2023	47,776		913,247
Early Funding:
$500 Million (ASAP + - see below)		No expiration	92,318		516,889
$1.5 Billion (EF - see below)		No expiration	128,984		718,537
			$	4,076,829	$	15,954,938
All interest rates are variable based on a spread to the one-month LIBOR rate.

1 An aggregate of $401.0 million of these line amounts is committed as of March 31, 2022.

2 Available line amount was reduced to $2.5 billion in April 2022.

3 Available line amount was reduced to $500 million in April 2022.

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, 2022, the amount outstanding through the ASAP+ program was approximately $92.3 million and $129.0 million was outstanding under the EF program.

In addition to the arrangements with Fannie Mae and Freddie Mac, we are also party to one early funding (or “gestation”) line with a financial institution. Through this arrangement, we enter into agreements to deliver certified pools consisting of mortgage loans securitized by Ginnie Mae, Fannie Mae, and/or Freddie Mac, as applicable, for the gestation line. As with the ASAP+ and EF programs, all mortgage loans under this gestation line must adhere to a set of eligibility criteria.

The gestation line has a transaction limit of $150.0 million, and it is an evergreen agreement with no stated termination or expiration date, but can be terminated by either party upon written notice. As of March 31, 2022, no amount was outstanding under this line.

As of March 31, 2022, the Company had pledged mortgage loans at fair value as collateral under the above warehouse lines of credit. The above agreements also contain covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income, as defined in the agreements. The Company was in compliance with all debt covenants as of March 31, 2022.

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NOTE 8 – SENIOR NOTES

The following is a summary of the senior unsecured notes issued by the Company (in thousands):

Facility Type	Maturity Date	Interest Rate		Outstanding Balance at March 31, 2022			Outstanding Balance at December 31, 2021
2025 Senior unsecured notes(1)	11/15/2025	5.50	%	$	800,000		$	800,000
2029 Senior unsecured notes(2)	04/15/2029	5.50	%	700,000			700,000
2027 Senior unsecured notes(3)	06/15/2027	5.75	%	500,000			500,000
Total Unsecured Senior Notes				$	2,000,000		$	2,000,000
Weighted average interest rate				5.56		%	5.56		%

(1) Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $7.9 million and $8.5 million as of March 31, 2022 and December 31, 2021, respectively.

(2) Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $6.2 million and $6.4 million as of March 31, 2022 and December 31, 2021, respectively.

(3) Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $4.8 million and $5.0 million as of March 31, 2022 and December 31, 2021, respectively.

On November 3, 2020, the Company's 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, beginning on May 15, 2021.

On or after November 15, 2022, the Company may, at its option, redeem the 2025 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: November 15, 2022 at 102.750%; November 15, 2023 at 101.375%; or November 15, 2024 until maturity at 100%, of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to November 15, 2022, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes originally issued at a redemption price of 105.500% of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2025 Senior Notes prior to November 15, 2022 at a price equal to 100% of the principal amount redeemed plus a “make-whole” premium, plus accrued and unpaid interest.

On April 7, 2021, the Company's consolidated subsidiary, UWM, issued $700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2029 Senior Notes is due semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021.

On or after April 15, 2024, the Company may, at its 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. Prior to April 15, 2024, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2029 Senior Notes originally issued at a redemption price of 105.500% of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2029 Senior Notes prior to April 15, 2024 at a price equal to 100% of the principal amount redeemed plus a “make-whole” premium, plus accrued and unpaid interest.

On November 22, 2021, the Company's consolidated subsidiary, UWM, issued $500.0 million in aggregate principal amount of senior unsecured notes due June 15, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes accrue interest at a rate

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of 5.750% per annum. Interest on the 2027 Senior Notes is due semi-annually on June 15 and December 15 of each year, beginning on June 15, 2022.

On or after June 15, 2024, the Company may, at its option, redeem the 2027 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: June 15, 2024 at 102.875%; June 15, 2025 at 101.438%; or June 15, 2026 until maturity at 100.000%, of the principal amount of the 2027 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to June 15, 2024, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes originally issued at a redemption price of 105.75% of the principal amount of the 2027 Senior Notes redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2027 Senior Notes prior to June 15, 2024 at a price equal to 100% of the principal amount redeemed plus a "make-whole" premium, plus accrued and unpaid interest.

The indentures governing the 2025, 2029 and 2027 Senior Notes contain operating covenants and restrictions, subject to a number of exceptions and qualifications. The Company was in compliance with the terms of the indentures as of March 31, 2022.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Representations and Warranties Reserve

Loans sold to investors which the Company believes met investor and agency underwriting guidelines at the time of sale may be subject to repurchase in the event of specific default by the borrower or subsequent discovery that underwriting or documentation standards were not explicitly satisfied. The Company may, upon mutual agreement, indemnify the investor against future losses on such loans or be subject to other guaranty requirements and subject to loss. The Company initially records its exposure under such guarantees at estimated fair value upon the sale of the related loan, within "Accounts payable, accrued expenses, and other" as well as within loan production income, and continues to evaluate its on-going exposures in subsequent periods. The reserve is estimated based on the Company’s assessment of its contingent and non-contingent obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant’s potential readiness to stand by to perform on such obligations. The Company repurchased $88.2 million and $41.6 million of loans during the three months ended March 31, 2022 and 2021, respectively, related to its representations and warranties obligations.

The activity of the representations and warranties reserve was as follows (in thousands):

	For the three months ended March 31,
	2022		2021
Balance, beginning of period	$	86,762	$	69,542
Reserve charged to operations	7,762		9,818
Losses realized, net	(10,472)		(10,063)
Balance, end of period	$	84,052	$	69,297

Commitments to Originate Loans

As of March 31, 2022, the Company had agreed to extend credit to potential borrowers for approximately $28.3 billion. These contracts represent off balance sheet credit risk where the Company may be required to extend credit to these borrowers based on the prevailing interest rates and prices at the time of execution.

NOTE 10 – VARIABLE INTEREST ENTITIES

Upon completion of the business combination transaction described in Note 1, the Company became the managing member of Holdings LLC with 100% of the management and voting power in Holdings LLC. In its capacity as managing member, the Company has the sole authority to make decisions on behalf of Holdings LLC and bind Holdings LLC to signed agreements. Further, Holdings LLC maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights.

Management concluded that the Company is Holdings LLC’s primary beneficiary. As the primary beneficiary, the Company consolidates the results and operations of Holdings LLC for financial reporting purposes under the variable interest entity (VIE) consolidation model.

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The Company's relationship with Holdings LLC results in no recourse to the general credit of the Company. Holdings LLC and its consolidated subsidiaries represents the Company's sole investment. The Company shares in the income and losses of Holdings LLC in direct proportion to the Company's ownership interest. Further, the Company has no contractual requirement to provide financial support to Holdings LLC.

The Company's financial position, performance and cash flows effectively represent those of Holdings LLC and its consolidated subsidiaries as of and for the three months ended March 31, 2022.

In 2021, the Company's consolidated subsidiary, UWM, began selling some of the mortgage loans that it originates through private label securitization transactions. In executing these transactions, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The securitization entities are funded through the issuance of beneficial interests in the securitized assets. The beneficial interests take the form of trust certificates, some of which are sold to investors and some of which may be retained by the Company due to regulatory requirements. Retained beneficial interests consist of a 5% vertical interest in the assets of the securitization trusts, in order to comply with the risk retention requirements applicable to certain of the Company's securitization transactions. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts, and these investments are presented as “Investment securities at fair value, pledged” in the condensed consolidated balance sheet as of March 31, 2022 and December 31, 2021. Changes in the fair value of these retained beneficial interests are reported as part of "other (income)/expense" in the condensed consolidated statements of operations for the three months ended March 31, 2022. The Company also retains the servicing rights on the securitized mortgage loans. The Company has accounted for these transactions as sales of financial assets.

The securitization trusts that purchase the mortgage loans from the Company and securitize those mortgage loans are VIEs, and the Company holds variable interests in certain of these entities. Because the Company does not have the obligation to absorb the VIEs’ losses or the right to receive benefits from the VIEs’ that could potentially be significant to the VIEs, the Company is not the primary beneficiary of these securitization trusts and is not required to consolidate these VIEs. The Company separately entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts, which have been accounted for as borrowings against investment securities. As of March 31, 2022, $135.7 million of the $138.4 million of investment securities at fair value have been pledged as collateral for these borrowings against investment securities. The outstanding principal balance of these borrowings was approximately $118.8 million with remaining maturities ranging from approximately four to eight months as of March 31, 2022, and interest rates based on twelve-month LIBOR plus a spread. Our maximum exposure to loss in these non-consolidated VIEs is limited to the retained beneficial interests in the securitization trusts.

NOTE 11 – NON-CONTROLLING INTERESTS

The non-controlling interest balance represents the economic interest in Holdings LLC held by SFS Corp. The following table summarizes the ownership of units in Holdings LLC as of March 31, 2022:

	Common Units	Ownership Percentage
UWM Holdings Corporation ownership of Class A Common Units	92,531,073	5.8	%
SFS Corp. ownership of Class B Common Units	1,502,069,787	94.2	%
Balance at end of period	1,594,600,860	100.0	%

The non-controlling interest holders have the right to exchange Class B Common Units, together with a corresponding number of shares of our Class D common stock or Class C common stock (together referred to as “Stapled Interests”), for, at the Company's option, (i) shares of the Company's Class B common stock or Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Company's Class A common stock). As such, future exchanges of Stapled Interests by non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital or retained earnings when Holdings LLC has positive or negative net assets, respectively. As of March 31, 2022, SFS Corp. has not exchanged any Stapled Interests.

During the three months ended March 31, 2022, the Company issued 918,768 shares of Class A common stock related to the vesting of RSUs under its stock-based compensation plan. The Company did not repurchase nor retire any shares of Class A common stock during the three months ended March 31, 2022, pursuant to the Board's authorization of the share repurchase program on May 9, 2021. This resulted in an equivalent increase in the number of Class A Common Units of Holdings LLC held by the Company, and a remeasurement of the non-controlling interest in Holdings LLC due to the change in relative ownership of Holdings LLC with no change in control. The impact of the re-measurement of the non-controlling interest is reflected in the condensed consolidated statement of changes in equity.

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NOTE 12 – REGULATORY NET WORTH REQUIREMENTS

Certain secondary market agencies and state regulators require UWM to maintain minimum net worth and capital requirements to remain in good standing with the agencies. Noncompliance with an agency’s requirements can result in such agency taking various remedial actions up to and including terminating UWM’s ability to sell loans to and service loans on behalf of the respective agency.

UWM is required to maintain a minimum net worth, minimum capital ratio and minimum liquidity requirements established by HUD, Ginnie Mae, Freddie Mac and Fannie Mae. As of March 31, 2022, the most restrictive of the these requirements require UWM to maintain a minimum net worth of $761.1 million, liquidity of $98.5 million and a minimum capital ratio of 6%. At March 31, 2022, UWM exceeded all of these requirements for all three of these entities.

NOTE 13 – FAIR VALUE MEASUREMENTS

Fair value is defined under U.S. GAAP as the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2 and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions.

Fair value measurements are classified in the following manner:

Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date.

Level 3—Valuation is based on the Company’s or others’ models using significant unobservable assumptions at the measurement date that a market participant would use.

In determining fair value measurements, the Company uses observable inputs whenever possible. The level of a fair value measurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, such prices are used in the measurements. If observable market data is not available at the measurement date, judgment is required to measure fair value.

The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of March 31, 2022 or December 31, 2021.

Mortgage loans at fair value: The Company has elected the fair value option for mortgage loans. Accordingly, the fair values of mortgage loans are based on valuation models that use the market price for similar loans sold in the secondary market. As these prices are derived from market observable inputs, they are categorized as Level 2.

IRLCs: The Company's interest rate lock commitments are derivative instruments that are recorded at fair

value based on valuation models that use the market price for similar loans sold in the secondary market. The interest rate lock

commitments are then subject to an estimated loan funding probability, or “pullthrough rate.” Given the significant and unobservable nature of the pullthrough rate assumption, IRLC fair value measurements are classified as Level 3.

MSRs: The fair value of MSRs is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various outside sources. These fair value measurements are classified as Level 3.

FLSCs: The Company enters into forward loan sales commitments to sell certain mortgage loans which are recorded at fair value based on valuation models. The Company’s expectation of the amount of its interest rate lock commitments that will ultimately close is a factor in determining the position. The valuation models utilize the fair value of related mortgage loans determined using observable market data and therefore the fair value measurements of these commitments are categorized as Level 2.

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Investment securities at fair value, pledged: The Company occasionally sells mortgage loans that it originates through private label securitization transactions. In executing these securitizations, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts. The fair value of these investment securities is primarily based on observable market data and therefore categorized as Level 2.

Public and Private Warrants: The fair value of Public Warrants is based on the price of trades of these securities in active markets and therefore categorized as Level 1. The fair value of the Private Warrants is based on observable market data and therefore categorized as Level 2.

Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands):

	March 31, 2022
Description	Level 1		Level 2		Level 3		Total
Assets:
Mortgage loans at fair value	$	—	$	5,208,167	$	—	$	5,208,167
IRLCs	—		—		9,511		9,511
FLSCs	—		232,421		—		232,421
Investment securities at fair value, pledged	—		138,417		—		138,417
Mortgage servicing rights	—		—		3,514,102		3,514,102
Total assets	$	—	$	5,579,005	$	3,523,613	$	9,102,618
Liabilities:
IRLCs	$	—	$	—	$	108,475	$	108,475
FLSCs	—		6,955		—		6,955
Public and Private Warrants	4,038		1,286		—		5,324
Total liabilities	$	4,038	$	8,241	$	108,475	$	120,754
	December 31, 2021
Description	Level 1		Level 2		Level 3		Total
Assets:
Mortgage loans at fair value	$	—	$	17,473,324	$	—	$	17,473,324
IRLCs	—		—		24,899		24,899
FLSCs	—		42,457		—		42,457
Investment securities at fair value, pledged	—		152,263		—		152,263
Mortgage servicing rights	—		—		3,314,952		3,314,952
Total assets	$	—	$	17,668,044	$	3,339,851	$	21,007,895
Liabilities:
IRLCs	$	—	$	—	$	11,138	$	11,138
FLSCs	—		25,603		—		25,603
Public and Private Warrants	6,286		3,170		—		9,456
Total liabilities	$	6,286	$	28,773	$	11,138	$	46,197

The following table presents quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs:

Unobservable Input - IRLCs	March 31, 2022		December 31, 2021
Pullthrough rate (weighted avg)	83	%	86	%

Refer to Note 5 - Mortgage Servicing Rights for further information on the unobservable inputs used in measuring the fair value of the Company’s MSRs and for the roll-forward of MSRs for the three months ended March 31, 2022.

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Level 3 Issuances and Transfers

The Company enters into IRLCs which are considered derivatives. If the contract converts to a loan, the implied value, which is solely based upon interest rate changes, is incorporated in the basis of the fair value of the loan. If the IRLC does not convert to a loan, the basis is reduced to zero as the contract has no continuing value. The Company does not track the basis of the individual IRLCs that convert to a loan, as that amount has no relevance to the presented condensed consolidated financial statements.

Other Financial Instruments

The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands):

	March 31, 2022				December 31, 2021
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
2025 Senior Notes, due 11/15/25	$	792,061	$	776,528	$	791,513	$	820,232
2029 Senior Notes, due 4/15/29	693,839		622,237		693,623		686,623
2027 Senior Notes, due 6/15/27	495,206		465,775		494,976		500,860
	$	1,981,106	$	1,864,540	$	1,980,112	$	2,007,715

The fair value of the 2025, 2029 and 2027 Senior Notes was estimated using Level 2 inputs, including observable trading information in inactive markets.

Due to their nature and respective terms (including the variable interest rates on warehouse and operating lines of credit and borrowings against investment securities), the carrying value of cash and cash equivalents, receivables, payables, equipment notes payable, borrowings against investment securities and warehouse and operating lines of credit approximate their fair value as of March 31, 2022 and December 31, 2021, respectively.

NOTE 14 – RELATED PARTY TRANSACTIONS

The Company has engaged in the following significant related party transactions in the three months ended March 31, 2022 and 2021:

•The Company’s corporate campus is located in buildings and on land that are owned by entities controlled by the Company’s founder and its CEO and leased by the Company from these entities. The Company also makes leasehold improvements to these properties for the benefit of the Company, for which the Company is responsible pursuant to the terms of the lease agreements;

•Legal services are provided to the Company by a law firm in which the Company’s founder is a partner;

•The Company leases aircraft owned by entities controlled by the Company’s CEO to facilitate travel of Company executives for business purposes;

•Home appraisal contracting and review services are provided by home appraisal management companies, one of which was partially owned by the Company’s CEO (prior to March 31, 2021) and an executive of the Company and a member of the Company's board of directors was also on the board of directors of this home appraisal management company prior to March 31, 2021, the second of which is owned by the CEO's brother who is also a member of the Company's board of directors. Each agreement with the home appraisal management companies is for an initial twelve-month term which automatically renews for successive twelve month periods unless sooner terminated by the Company upon prior notice. Additionally, each such agreement is on substantially similar terms and conditions, including with regard to pricing, as the Company's other agreements for such services.

•Employee lease agreements, pursuant to which the Company’s team members provide certain administrative services to entities controlled by the Company’s founder and its CEO in exchange for fees paid by these entities to the Company.

For the three months ended March 31, 2022, the Company made payments of approximately $5.5 million to various companies related through common ownership, comprised of approximately $5.2 million in rent and other occupancy related fees, $0.2 million in legal fees, and $0.1 million in direct origination costs and other general and administrative expenses for the three months ended March 31, 2022.

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For the three months ended March 31, 2021, the Company made payments of approximately $4.1 million to various companies related through common ownership, comprised of approximately $3.8 million in rent and other occupancy related fees, $0.2 million in legal fees, $0.1 million in direct origination costs and other general and administrative expenses for the three months ended March 31, 2021.

NOTE 15 – INCOME TAXES

The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure, under which the net income attributable to the non-controlling interest is not subject to tax.

Following the closing of the Business Combination Agreement, UWM is treated as single member LLC owned by Holdings LLC. As a single member LLC, all taxable income or loss generated by UWM will pass through and be included in the income or loss of Holdings LLC. As a partnership, Holdings LLC is not subject to U.S. federal or most state and local incomes taxes. Any taxable income or loss generated by Holdings LLC after the Company’s acquisition of its portion of Holdings LLC is passed through and included in the taxable income or loss of its members, including the Company, in accordance with the terms of the Holdings LLC Agreement. The Company is a C Corporation and is subject to U.S. federal, state and local income taxes with respect to its attributable share of any taxable income of Holdings LLC.

The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision and estimate of the Company’s annual effective tax rate are subject to variation due to several factors including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments.

For the three months ended March 31, 2022 and 2021, the Company’s effective tax rate was 0.88% and 1.48%, respectively. The variations between the Company’s effective tax rate and the U.S. statutory rate are primarily due to the portion (approximately 94%) of the Company’s earnings attributable to non-controlling interests, and the fact that the Company's interest in Holdings LLC was acquired as part of the business combination transaction on January 21, 2021. The effective tax rate calculation for the the three months ended March 31, 2021 includes income only from January 21, 2021 to March 31, 2021, which represents the period in which the Company had an ownership interest in Holdings LLC.

The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.

The Company recognizes uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination. As of March 31, 2022, the Company has not recognized any uncertain tax positions. The Company accrues interest and penalties related to uncertain tax positions as a component of the income tax provision. No interest or penalties were recognized in income tax expense for the three months ended March 31, 2022 or 2021. The Company may be subject to potential examination by U.S. federal or state jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal or state tax laws. Both 2019 and 2020 remain open under applicable statute of limitations with relevant taxing authorities.

NOTE 16 – STOCK-BASED COMPENSATION

Pursuant to the 2020 Plan, the Company reserved a total of 80,000,000 shares of common stock for issuance of stock-based compensation awards. There are currently only RSUs granted under the 2020 Plan, which were granted at the beginning of second quarter 2021 to all team members that were active employees as of January 21, 2021. In addition, the Company granted shares to non-employee directors that were fully vested upon grant.

The following is a summary of RSU activity for the three months ended March 31, 2022:

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	For the three months ended March 31, 2022
	Shares	Weighted Average Grant Date Fair Value
Unvested - beginning of period	2,812,320	$	7.75
Vested 1	(918,768)	7.75
Forfeited	(67,416)	7.75
Unvested - end of period	1,826,136

1 The RSUs vest in accordance with the following schedule: 33% vested on February 1, 2022, 33% vest on February 1, 2023 and the remaining 34% vest on February 1, 2024.

Stock-based compensation expense recognized for the three months ended March 31, 2022 was $1.8 million. As of March 31, 2022, there was $13.0 million of unrecognized compensation expense related to unvested awards which is expected to be recognized over a weighted average period of 1.9 years.

NOTE 17 – EARNINGS PER SHARE

As of March 31, 2022, the Company had two classes of economic shares authorized - Class A and Class B common stock. The Company applies the two-class method for calculating earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class B common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the board of directors. RSUs awarded as part of the Company’s stock compensation plan are included in weighted-average Class A shares outstanding in the calculation of basic earnings per share once the RSUs are vested and shares are issued.

Basic earnings per share of Class A common stock and Class B common stock is computed by dividing net income by the weighted-average number of shares of Class A common stock and Class B common stock outstanding during the period. Diluted earnings per share of Class A common stock and Class B common stock is computed by dividing net income by the weighted-average number of shares of Class A common stock or Class B common stock, respectively, outstanding adjusted to give effect to potentially dilutive securities. See Note 11, Non-Controlling Interests for a description of the Stapled Interests. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - for additional information related to the Company's capital structure.

Earnings per share for the three months ended March 31, 2021 is based on earnings for the period from January 21, 2021 to March 31, 2021, which represents the period in which the Company had outstanding Class A common stock. There was no Class B common stock outstanding as of March 31, 2022 or March 31, 2021.

The following table sets forth the calculation of basic and diluted earnings per share for the three-month periods ended March 31, 2022 and 2021 (in thousands, except shares and per share amounts):

	For the three months ended March 31,
	2022		2021
Net income	$	453,287	$	860,005
Net income attributable to non-controlling interests	431,357		812,020
Net income attributable to UWMC	21,930		47,985
Numerator:
Net income attributable to Class A common shareholders	$	21,930	$	47,985
Net income attributable to Class A common shareholders - diluted	$	350,011	$	524,151
Denominator:
Weighted average shares of Class A common stock outstanding - basic	92,214,594		103,104,205
Weighted average shares of Class A common stock outstanding - diluted	1,594,284,381		1,605,173,992
Earnings per share of Class A common stock outstanding - basic	$	0.24	$	0.47
Earnings per share of Class A common stock outstanding - diluted	$	0.22	$	0.33

For purposes of calculating diluted earnings per share, it was assumed that all Class D common stock was exchanged for Class B common stock and converted to Class A common stock under the if-converted method, and it was determined that

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the conversion is dilutive. Under the if-converted method, all of the Company's net income for the applicable periods is attributable to Class A common shareholders. The net income of the Company under the if-converted method is calculated using a blended statutory effective tax rate.

The Public and Private Warrants were not in the money and the triggering events for the issuance of earn-out shares were not met during either the three months ended March 31, 2022 or 2021. Therefore, these potentially dilutive securities were excluded from the computation of diluted earnings per share. Unvested RSUs have been considered in the calculations of diluted earnings per share for the three months ended March 31, 2022 and 2021 using the treasury stock method and the impact was immaterial.

NOTE 18 – SUBSEQUENT EVENTS

In the first quarter 2022, the Company's Board of Directors (the "Board") declared a dividend of $0.10 per share of Class A Common Stock for an aggregate of $9.3 million. Concurrently with this declaration, the Board, in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, approved a proportional distribution of $150.2 million from Holdings LLC to SFS Corp. with respect to the Class B Units of Holdings LLC. The dividend and the distribution were paid on April 12, 2022.

On March 31, 2022, the Company entered into an agreement to sell MSRs with an aggregate UPB of approximately $16.1 billion, for proceeds of approximately $215.1 million, the initial portion of which was received on April 1, 2022.

Subsequent to March 31, 2022, the Board declared a cash dividend of $0.10 per share on the outstanding shares of Class A common stock. The dividend is payable on July 11, 2022 to stockholders of record at the close of business on June 21, 2022. Additionally, the Board approved a proportional distribution to SFS Corp. of $150.2 million which is payable on July 11, 2022.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 March 1, 2022.

Business Overview

We are the second largest direct residential mortgage lender and the largest wholesale mortgage lender in the U.S., originating mortgage loans exclusively through the wholesale channel. With approximately 7,800 team members as of March 31, 2022 and 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. For the last seven years, including the year ended December 31, 2021, we have been the largest wholesale mortgage lender in the U.S. by closed loan volume, with approximately 31% market share of the wholesale channel for the year ended December 31, 2021 (based on data released by Inside Mortgage Finance).

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. During the second quarter of 2021, we began selling pools of originated mortgage loans through private label securitization transactions. The mortgage origination process generally begins with a borrower entering into an IRLC with us, that is arranged by an independent mortgage advisor, pursuant to which we have committed to enter into a mortgage at specified interest rates and terms within a specified period of time, with a borrower who has applied for a loan and met certain credit and underwriting criteria. As we have committed to providing a mortgage loan at a specific interest rate, we hedge that risk by selling forward-settling mortgage-backed securities and FLSCs in the TBA market. When the mortgage loan is closed, we fund the loan with approximately 2-3%, on average, of our own funds and the remainder with funds drawn under one of our warehouse facilities (except when we opt to "self-warehouse" in which case we use our cash to fund the entire loan). At that point, the mortgage loan is legally owned by our warehouse facility lender and is subject to our repurchase right (other than when we self-warehouse). When we have identified a pool of mortgage loans to sell to the agencies, non-governmental entities, or through our private label securitization transactions, we repurchase loans not already owned by us from our warehouse lender and sell the pool of mortgage loans into the secondary market, but in most instances retain the mortgage servicing rights, or MSRs, associated with those loans. We retain MSRs for a period of time depending on business and liquidity considerations. When we sell MSRs, we typically sell them in the bulk MSR secondary market.

Our unique model, focusing exclusively on the wholesale channel, results in what we believe to be complete alignment with our clients and superior customer service arising from our investments in people and technology that has driven demand for our services from our clients.

New Accounting Pronouncements Not Yet Effective

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.

Components of Revenue

We generate revenue from the following three components of the loan origination business: (i) loan production income, (ii) loan servicing income, and (iii) interest income.

Loan production income. Loan production income includes all components related to the origination and sale of mortgage loans, including:

•    primary gain, which represents the premium we may receive in excess of the loan principal amount adjusted for previous fair value adjustments, and certain fees charged by investors upon sale of loans into the

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secondary market. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings;

•    loan origination fees we charge to originate a loan, which generally represent flat, per-loan fee amounts;

•    provision for representation and warranty obligations, which represent the reserves established for our estimated liabilities associated with the potential repurchase or indemnity of purchasers of loans previously sold due to representation and warranty claims by investors. Included within these reserves are amounts for estimated liabilities for requirements to repay a portion of any premium received from investors on the sale of certain loans if such loans are repaid in their entirety within a specified time period after the sale of the loans;

•    the change in fair value of IRLCs, FLSCs and recorded loans on the balance sheet, due to changes in estimated fair value, driven primarily by interest rates but also influenced by other assumptions; and

•capitalization of MSRs, representing the estimated fair value of newly originated MSRs when loans are sold and the associated servicing rights are retained.

Compensation earned by our clients, Independent Mortgage Advisors, is included in the cost of the loans we originate, and therefore netted within loan production income.

Loan servicing income. Loan servicing income consists of the contractual fees earned for servicing the loans and includes ancillary revenue such as late fees and modification incentives. Loan servicing income is recorded upon collection of payments from borrowers.

Interest income. Interest income represents interest earned on mortgage loans at fair value.

Components of operating expenses

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 income or expense (primarily related to the decrease or increase, respectively, in the fair value of the liability for the Public and Private Warrants, the decrease or increase, respectively, in the Tax Receivable Agreement liability, and the increase or decrease, respectively, in the fair value of retained investment securities).

Three Months Ended March 31, 2022 and 2021 Summary

For the three months ended March 31, 2022, we originated $38.8 billion in residential mortgage loans, which was a decrease of $10.3 billion, or 21%, from the three months ended March 31, 2021. We generated $453.3 million of net income during the three months ended March 31, 2022, which was a decrease of $406.7 million, or 47.3%, compared to net income of $860.0 million for the three months ended March 31, 2021. Adjusted EBITDA for the three months ended March 31, 2022 was $128.4 million as compared to $711.4 million for the three months ended March 31, 2021 primarily due to the decline in net income and the increase in fair value of MSRs due to valuation inputs or assumptions. Refer to the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.

Non-GAAP Financial Measures

To provide investors with information in addition to our results as determined by U.S. GAAP, we disclose Adjusted EBITDA as a non-GAAP measure, which our management believes provides useful information on our performance to investors. This measure is not a measurement of our financial performance under U.S. GAAP and it may not be comparable to a similarly titled measure reported by other companies. Adjusted EBITDA has limitations as an analytical tool and it should not be considered in isolation or as an alternative to revenue, net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.

We define Adjusted EBITDA as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the change in the Tax Receivable Agreement liability, and the change in fair value of retained investment securities. We exclude the change in the Tax Receivable Agreement liability, the change in fair value of the Public and Private Warrants, the change in fair value of retained investment securities, and the change in fair value of MSRs due to valuation inputs or assumptions as these represent non-cash, non-realized adjustments to our earnings, which is not indicative of our performance

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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, operating lines of credit, borrowings against investment securities, equipment notes payable, and finance leases.

We use Adjusted EBITDA to evaluate our operating performance and it is one of the measures used by our management for planning and forecasting future periods. We believe the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by our management and may make it easier to compare our results with other companies that have different financing and capital structures.

The following table presents a reconciliation of net income, the most directly comparable U.S. GAAP financial measure, to Adjusted EBITDA:

	For the three months ended March 31,
($ in thousands)	2022		2021
Net income	$	453,287	$	860,005
Interest expense on non-funding debt	29,558		16,343
Provision for income taxes	4,045		12,886
Depreciation and amortization	10,915		7,289
Stock-based compensation expense	1,828		—
Change in fair value of MSRs due to valuation inputs or assumptions (1)	(390,980)		(197,802)
Deferred compensation, net(2)	12,252		30,000
Change in fair value of Public and Private Warrants (3)	(4,132)		(17,303)
Change in Tax Receivable Agreement liability (4)	700		—
Change in fair value of investment securities (5)	10,934		—
Adjusted EBITDA	$	128,407	$	711,418

(1)Reflects the change ((increase)/decrease) in fair value due to changes in valuation inputs or assumptions, including discount rates and prepayment speed assumptions, primarily due to changes in market interest rates. Refer to Note 5 - Mortgage Servicing Rights to the notes to the condensed consolidated financial statements.

(2)Reflects management incentive bonuses under our long-term incentive plan that are accrued when earned, net of cash payments.

(3)Reflects the change (increase/(decrease)) in the fair value of the Public and Private Warrants.

(4)Reflects the change (increase/(decrease)) in the Tax Receivable Agreement liability. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies to the condensed consolidated financial statements for additional information related to the Tax Receivable Agreement.

(5)Reflects the change (decrease/(increase)) in the fair value of the retained investment securities.

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Results of Operations for the Three Months Ended March 31, 2022 and 2021

	For the three months ended March 31,
($ in thousands)	2022		2021
Revenue
Loan production income	$	383,871	$	1,074,665
Loan servicing income	198,565		123,789
Change in fair value of mortgage servicing rights	171,963		(59,259)
Gain on sale of mortgage servicing rights	—		4,763
Interest income	67,395		45,912
Total revenue, net	821,794		1,189,870
Expenses
Salaries, commissions and benefits	160,609		213,061
Direct loan production costs	26,718		13,162
Marketing, travel, and entertainment	12,837		10,495
Depreciation and amortization	10,915		7,289
General and administrative	38,323		16,778
Servicing costs	47,184		20,508
Interest expense	60,374		52,990
Other expense/(income)	7,502		(17,304)
Total expenses	364,462		316,979
Earnings before income taxes	457,332		872,891
Provision for income taxes	4,045		12,886
Net income	453,287		860,005
Net income attributable to non-controlling interest	431,357		812,020
Net income attributable to UWM Holdings Corporation	$	21,930	$	47,985

Loan production income

The table below provides details of the characteristics of our loan production for each of the periods presented:

Loan Production Data:	For the three months ended March 31,
($ in thousands)	2022			2021
Loan origination volume by type
Conventional conforming	$	28,381,984		$	43,934,272
FHA/VA/USDA	7,681,946			5,141,258
Non-agency	2,748,399			18,710
Total loan origination volume	$	38,812,329		$	49,094,240
Portfolio metrics
Average loan amount	363			316
Weighted average loan-to-value ratio	75.07		%	69.78		%
Weighted average credit score	741			755
Weighted average note rate	3.45		%	2.74		%
Percentage of loans sold
To GSEs	94		%	100		%
To other counterparties	6		%	—		%
Servicing-retained	99		%	100		%
Servicing-released	1		%	—		%

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The components of loan production income for the periods presented were as follows:

	For the three months ended March 31,				Change $		Change %
($ in thousands)	2022		2021
Primary gain (loss)	$	(339,968)	$	372,685	$	(712,653)	(191.2)	%
Loan origination fees	86,164		112,409		(26,245)		(23.3)	%
Provision for representation and warranty obligations	(7,762)		(9,818)		2,056		(20.9)	%
Capitalization of MSRs	645,437		599,389		46,048		7.7	%
Loan production income	$	383,871	$	1,074,665	$	(690,794)	(64.3)	%

Loan production income was $383.9 million for the three months ended March 31, 2022, a decrease of $690.8 million, or 64.3%, as compared to $1.07 billion for the three months ended March 31, 2021. The decrease in loan production income was primarily driven by a decrease of 120 basis points in gain margin, from 219 basis points during the three months ended March 31, 2021 to 99 basis points for the same period in 2022, along with a decrease in loan production volume. The decrease in gain margin was due to a decline in the primary/secondary mortgage interest rate spread, driven by a rising interest rate environment during the period as well as increased marketplace competition. Loan production volume decreased $10.3 billion, or 21%, from $49.1 billion to $38.8 billion during the three months ended March 31, 2022, as compared to the same period in 2021. The decrease in loan production income was partially offset by an increase of $46.0 million in capitalization of MSRs for the three months ended March 31, 2022 as compared to the same period in prior year, due to higher MSR capitalization rates resulting from to the rising interest rate environment. Higher average loan amounts for loans produced during the first quarter of 2022, as compared to the first quarter of 2021, also partially offset the decrease in loan production income.

Loan servicing income

The table below summarizes loan servicing income for each of the periods presented:

	For the three months ended March 31,				Change $		Change %
($ in thousands)	2022		2021
Contractual servicing fees	$	195,950	$	122,306	$	73,644	60.2	%
Late, ancillary and other fees	2,615		1,483		1,132		76.3	%
Loan servicing income	$	198,565	$	123,789	$	74,776	60.4	%

	For the three months ended March 31,
($ in thousands)	2022		2021
Average UPB of loans serviced	$	317,489,207	$	204,258,913
Average number of loans serviced	994,226		660,305

Loan servicing income was $198.6 million for the three months ended March 31, 2022, an increase of $74.8 million, or 60.4%, as compared to $123.8 million for the three months ended March 31, 2021. The increase in loan servicing income during the three months ended March 31, 2022 was primarily driven by the growing servicing portfolio due to originations, partially offset by four bulk sales of MSRs during the first quarter of 2022 (approximate UPB of $56.6 billion).

For the periods presented below, our loan servicing portfolio consisted of the following:

($ in thousands)	March 31, 2022		December 31, 2021
UPB of loans serviced	303,425,697		319,807,457
Number of loans serviced	945,703		1,017,027
MSR portfolio delinquency count (60+ days) as % of total	0.75	%	0.81	%
Weighted average note rate	3.04	%	2.94	%
Weighted average service fee	0.2587	%	0.2624	%

Change in Fair Value of Mortgage Servicing Rights

The change in fair value of MSRs was a net increase of $172.0 million for the three months ended March 31, 2022 as compared with a net decrease of $59.3 million for the three months ended March 31, 2021. The change in fair value for the three months ended March 31, 2022 was primarily attributable to an increase of approximately $391.0 million due to changes in

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valuation inputs/assumptions, mainly as a result of higher interest rates, partially offset by a decline in fair value of approximately $180.6 million due to realization of cash flows and decay. The change in fair value for the three months ended March 31, 2021 was primarily due to the fair value of MSR assets increasing by approximately $197.8 million due to changes in valuation inputs/assumptions, mainly due to a decrease in prepayment speeds as a result of higher primary mortgage interest rates, which was offset by a decline in fair value of approximately $257.1 million due to realization of cash flows and decay.

Gain (loss) on sale of mortgage servicing rights

There was no gain (loss) on sale of MSRs for the three months ended March 31, 2022 compared to a gain on sale of MSRs of $4.8 million for the three months ended March 31, 2021, which represented partial realization of proceeds as well as revisions to related contingencies.

Interest income

Interest income was $67.4 million for the three months ended March 31, 2022, an increase of $21.5 million, or 47%, as compared to $45.9 million for the three months ended March 31, 2021. This increase was primarily driven by increases in interest rates and the average balances of mortgage loans at fair value.

Expenses

Expenses for the periods presented were as follows:

	For the three months ended March 31,				Change $		Change %
	2022		2021
Salaries, commissions and benefits	$	160,609	$	213,061	$	(52,452)	(24.6)	%
Direct loan production costs	26,718		13,162		13,556		103.0	%
Marketing, travel, and entertainment	12,837		10,495		2,342		22.3	%
Depreciation and amortization	10,915		7,289		3,626		49.7	%
General and administrative	38,323		16,778		21,545		128.4	%
Servicing costs	47,184		20,508		26,676		130.1	%
Interest expense	60,374		52,990		7,384		13.9	%
Other (income)/expense	7,502		(17,304)		24,806		(143.4)	%
Total expenses	$	364,462	$	316,979	$	47,483	15.0	%

Total expenses

Total expenses were $364.5 million for the three months ended March 31, 2022, an increase of $47.5 million, or 15.0%, as compared to $317.0 million for the three months ended March 31, 2021. The increase was primarily due to an increase in servicing costs of $26.7 million during the three months ended March 31, 2022 as compared to the same period in the prior year due to the increase in the size of the servicing portfolio and a decrease in gains from the repurchase, modification and re-delivery of Ginnie Mae loans eligible for repurchase. Other (income)/expense increased $24.8 million during the three months ended March 31, 2022 primarily due to a smaller decrease in the fair value of the liability for the Public and Private Warrants as compared to the same period in prior year, as well as a decline in the fair value of investment securities retained from the five private label securitization transactions executed during the second half of 2021. Additionally, general and administrative expenses increased $21.5 million during the three months ended March 31, 2022, primarily due to a reduction of a contingency reserve which was recorded in the three months ended March 31, 2021. Direct loan production costs increased during the three months ended March 31, 2022 due primarily to a change in presentation whereby certain loan origination fees are being presented on a gross basis (within loan production income and direct loan production costs) beginning in the fourth quarter of 2021. These increases in expenses were partially offset by a decrease in salaries, commissions and benefits of $52.5 million, or 24.6%, for the three months ended March 31, 2022 as compared to the same period in prior year, primarily attributable to decreases in incentive compensation accruals (bonuses and commissions), due to lower profitability and lower loan production, and a decrease in average headcount arising from normal attrition.

Income Taxes

We recorded a $4.0 million provision for income taxes during the three months ended March 31, 2022 compared to a provision for income taxes of $12.9 million for the three months ended March 31, 2021. The decrease year-over-year was primarily due to the decrease in pre-tax income.

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Net income

Net income was $453.3 million for the three months ended March 31, 2022, a decrease of $406.7 million or 47.3%, as compared to $860.0 million for the three months ended March 31, 2021. The decrease in net income was primarily the result of the decrease in total revenue, net of $368.1 million, and a net increase in total expenses (including income taxes) of $38.6 million, as further described above.

Net income attributable to the Company of $21.9 million for the three months ended March 31, 2022 reflects the net income of UWM attributable to the Company due to its approximate 6% ownership interest in Holdings LLC for this period. Net income attributable to the Company of $48.0 million for the three months ended March 31, 2021 reflects the net income of UWM attributable to the Company due to its approximate 6% ownership interest in Holdings LLC for the period from January 21, 2021 through March 31, 2021.

Liquidity and Capital Resources

Overview

Historically, our primary sources of liquidity have included:

•borrowings including under our warehouse facilities and other financing facilities;

•cash flow from operations and investing activities, including:

◦sale or securitization of loans into the secondary market;

◦loan origination fees;

◦servicing fee income;

◦interest income on mortgage loans; and

◦sale of MSRs.

Historically, our primary uses of funds have included:

•origination of loans;

•retention of MSRs from our loan sales;

•payment of interest expense;

•payment of operating expenses; and

•dividends to our Class A common stockholders and distributions to SFS Corp.

We are also subject to contingencies which may have a significant impact on the use of our cash.

To originate and aggregate loans for sale or securitization into the secondary market, we use our own working capital and borrow or obtain funding on a short-term basis primarily through uncommitted and committed warehouse facilities that we have established with large global banks, regional or specialized banks and certain agencies.

Loan Funding Facilities

    Warehouse facilities

Our warehouse facilities, which are our primary loan funding facilities used to fund the origination of our mortgage loans, are primarily in the form of master repurchase agreements. Loans financed under these facilities are generally financed, on average, at approximately 97% to 98% of the principal balance of the loan, which requires us to fund the remaining 2-3% of the unpaid principal balance from cash generated from our operations. Once closed, the underlying residential mortgage loan is pledged as collateral for the borrowing or advance that was made under these loan funding facilities. In most cases, the loans we originate will remain in one of our warehouse facilities for less than one month, until the loans are pooled and sold. During the time we hold the loans pending sale, we earn interest income from the borrower on the underlying mortgage loan note. This income is partially offset by the interest and fees we have to pay under the warehouse facilities. Interest rates under the warehouse facilities are typically based on one-month LIBOR plus a spread. In the first quarter of 2022, five of our warehouse

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facilities were amended to change the reference interest rate from LIBOR to variants of SOFR due to the pending discontinuation of LIBOR. We expect the remaining warehouse facilities to transition from LIBOR to a different reference interest rate at some point in 2022 due to the pending discontinuation of LIBOR.

When we sell or securitize a pool of loans, the proceeds we receive from the sale or securitization of the loans are used to pay back the amounts we owe on the warehouse facilities. The remaining funds received then become available to be re-advanced to originate additional loans. We are dependent on the cash generated from the sale or securitization of loans to fund future loans and repay borrowings under our warehouse facilities. Delays or failures to sell or securitize loans in the secondary market could have an adverse effect on our liquidity position.

From a cash flow perspective, the vast majority of cash received from mortgage originations occurs at the point the loans are sold or securitized into the secondary market. The vast majority of servicing fee income relates to the retained servicing fee on the loans, where cash is received monthly over the life of the loan and is a product of the borrowers’ current unpaid principal balance multiplied by the weighted average service fee. For a given mortgage loan, servicing revenue from the retained servicing fee declines over time as the principal balance of the loan is reduced.

The amount of financing advanced to us under our warehouse facilities, as determined by agreed upon advance rates, may be less than the stated advance rate depending, in part, on the fair value of the mortgage loans securing the financings and premium we pay the broker. Each of our warehouse facilities allows the bank extending the advances to evaluate regularly the market value of the underlying loans that are serving as collateral. If a bank determines that the value of the collateral has decreased, the bank can require us to provide additional collateral or reduce the amount outstanding with respect to the corresponding loan (e.g., initiate a margin call). Our inability to satisfy the request could result in the termination of the facility and, depending on the terms of our agreements, possibly result in a default being declared under our other warehouse facilities.

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 in market interest rates would be required for us to experience margin calls from a majority of our warehouse lenders. When considering the full fair value of the loans, the required decline is even more significant. Typically, we do not receive margin calls on a majority of our warehouse lines. Four of our warehouse lines advance based on the fair value of the loans, rather than principal balance. For those lines, we exchange collateral for modest changes in value. As of March 31, 2022, there were no outstanding exchanges of collateral.

The amount owed and outstanding on our warehouse facilities fluctuates based on our origination volume, the amount of time it takes us to sell the loans we originate, our cash on hand, and our ability to obtain additional financing. From time to time, we will increase or decrease the size of the lines to reflect anticipated increases or decreases in volume, strategies regarding the timing of sales of mortgages to the GSEs or secondary markets and costs associated with not utilizing the lines. We reserve the right to arrange for the early payment of outstanding loans and advances from time to time. As of March 31, 2022, the self-warehouse amount was $534.6 million. As we accumulate loans, a significant portion of our total warehouse facilities may be utilized to fund loans.

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The table below reflects the current line amounts of our principal warehouse facilities and the amounts advanced against those lines as of March 31, 2022:

 

Facility Type	Collateral	Line Amount as of March 31, 20221	Date of Initial Agreement With Warehouse Lender	Current Agreement Expiration Date	Total Advanced Against Line as of March 31, 2022 (in thousands)
MRA Funding:
Master Repurchase Agreement	Mortgage Loans	$150 Million	2/29/2012	5/24/2022	$	50,853
Master Repurchase Agreement	Mortgage Loans	$200 Million	3/30/2018	9/5/2022	77,558
Master Repurchase Agreement	Mortgage Loans	$400 Million	8/21/2012	10/20/2022	94,692
Master Repurchase Agreement	Mortgage Loans	$300 Million	8/19/2016	11/9/2022	39,859
Master Repurchase Agreement	Mortgage Loans	$250 Million	2/26/2016	12/22/2022	21,491
Master Repurchase Agreement	Mortgage Loans	$1 Billion	7/10/2012	1/9/2023	131,988
Master Repurchase Agreement	Mortgage Loans	$3.5 Billion2	12/31/2014	2/22/2023	916,427
Master Repurchase Agreement	Mortgage Loans	$500 Million	3/7/2019	2/22/2023	108,875
Master Repurchase Agreement	Mortgage Loans	$1 Billion	4/23/2021	4/23/2023	337,926
Master Repurchase Agreement	Mortgage Loans	$2 Billion	10/30/2020	5/26/2023	232,987
Master Repurchase Agreement	Mortgage Loans	$4 Billion	5/9/2019	7/28/2023	1,733,732
Master Repurchase Agreement	Mortgage Loans	$700 Million	7/24/2020	8/30/2023	61,363
Master Repurchase Agreement	Mortgage Loans	$1.5 Billion3	9/8/2020	9/18/2023	47,776
Early Funding:
Master Repurchase Agreement	Mortgage Loans	$600 Million (ASAP+ - see below)		No expiration	92,318
Master Repurchase Agreement	Mortgage Loans	$750 Million (EF - see below)		No expiration	128,984
					$	4,076,829

1 An aggregate of $401.0 million of these line amounts is committed as of March 31, 2022.

2 Available line amount was reduced to $2.5 billion in April 2022.

3 Available line amount was reduced to $500 million in April 2022.

Early Funding Programs

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, 2022, the amount outstanding through the ASAP+ program was approximately $92.3 million and $129.0 million was outstanding under the EF program.

In addition to the arrangements with Fannie Mae and Freddie Mac, we are also party to one early funding (or “gestation”) line with a financial institution. Through this arrangement, we enter into agreements to deliver certified pools consisting of mortgage loans securitized by Ginnie Mae, Fannie Mae, and/or Freddie Mac, as applicable, for the gestation line. As with the ASAP+ and EF programs, all mortgage loans under this gestation line must adhere to a set of eligibility criteria.

The gestation line has a transaction limit of $150.0 million, and it is an evergreen agreement with no stated termination or expiration date that can be terminated by either party upon written notice. As of March 31, 2022, no amount was outstanding under this line.

Covenants

Our warehouse facilities also generally require us to comply with certain operating and financial covenants and the availability of funds under these facilities is subject to, among other conditions, our continued compliance with these covenants. These financial covenants include, but are not limited to, maintaining (i) a certain minimum tangible net worth, (ii) minimum liquidity, (iii) a maximum ratio of total liabilities or total debt to tangible net worth, and (iv) pre-tax net income requirements. A

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breach of these covenants can result in an event of default under these facilities and as such would allow the lenders to pursue certain remedies. In addition, each of these facilities, as well as our unsecured lines of credit, includes cross default or cross acceleration provisions that could result in all facilities terminating if an event of default or acceleration of maturity occurs under any facility. We were in compliance with all covenants under these facilities as of March 31, 2022.

Other Financing Facilities

Senior Notes

On November 3, 2020, we 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, beginning on May 15, 2021. 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.

On or after November 15, 2022, we may, at our option, redeem the 2025 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: November 15, 2022 at 102.750%; November 15, 2023 at 101.375%; or November 15, 2024 until maturity at 100.000%, of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to November 15, 2022, we may, at our option, redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes originally issued at a redemption price of 105.500% of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, we may, at our option, redeem the 2025 Senior Notes prior to November 15, 2022 at a price equal to 100% of the principal amount redeemed plus a “make-whole” premium, plus accrued and unpaid interest.

On April 7, 2021 we issued $700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2029 Senior Notes is due semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021. We used a portion of the proceeds from the issuance of the 2029 Senior Notes to pay off and terminate the $400.0 million line of credit, effective April 20, 2021, and the remainder for general corporate purposes.

On or after 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 100.000%, of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to April 15, 2024, we may, at our option, redeem up to 40% of the aggregate principal amount of the 2029 Senior Notes originally issued at a redemption price of 105.500% of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, we may, at our option, redeem the 2029 Senior Notes prior to April 15, 2024 at a price equal to 100% of the principal amount redeemed plus a “make-whole” premium, plus accrued and unpaid interest.

On November 22, 2021, we issued $500.0 million in aggregate principal amount of senior unsecured notes due June 15, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes accrue interest at a rate of 5.750% per annum. Interest on the 2027 Senior Notes is due semi-annually on June 15 and December 15 of each year, beginning on June 15, 2022. We used the proceeds from the issuance of the 2027 Senior Notes for general corporate purposes.

On or after June 15, 2024, we may, at our option, redeem the 2027 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: June 15, 2024 at 102.875%; June 15, 2025 at 101.438%; or June 15, 2026 until maturity at 100.000%, of the principal amount of the 2027 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to June 15, 2024, we may, at our option, redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes originally issued at a redemption price of 105.75% of the principal amount of the 2027 Senior Notes redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, we may, at our option, redeem the 2027 Senior Notes prior to June 15, 2024 at a price equal to 100% of the principal amount redeemed plus a “make-whole” premium, plus accrued and unpaid interest.

The indentures governing the 2025 Senior Notes, the 2029 Senior Notes, and the 2027 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

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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, 2022.

Borrowings Against Investment Securities

In 2021, the Company's consolidated subsidiary, UWM, began selling some of the mortgage loans that it originates through private label securitization transactions. In executing these transactions, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The securitization entities are funded through the issuance of beneficial interests in the securitized assets. The beneficial interests take the form of trust certificates, some of which are sold to investors and some of which may be retained by the Company due to regulatory requirements. The Company entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts established to facilitate its private label securitization transactions which have been accounted for as borrowings against investment securities. As of March 31, 2022, we had $118.8 million outstanding under individual trades executed pursuant to a master repurchase agreement with a counterparty which is collateralized by the investment securities (beneficial interests in the trusts) that we retained due to regulatory requirements. The borrowings against investment securities have remaining terms ranging from four to eight months as of March 31, 2022, and interest rates based on twelve-month LIBOR plus a spread. We intend to renew these sale and repurchase agreements upon their maturity during the required holding period for the retained investment securities.

The counterparty under these sale and repurchase agreements conducts daily evaluations of the adequacy of the underlying collateral based on the fair value of the retained investment securities less specified haircuts. These investment securities are financed on average at approximately 80% of the outstanding principal balance, and exchanges of cash collateral are required if the fair value of the retained investment securities less the haircut is less than the principal balance plus accrued interest on the secured borrowings. As of March 31, 2022, there were no outstanding exchanges of collateral under these sale and repurchase agreements.

Finance Leases

As of March 31, 2022, our finance lease liabilities were $54.9 million, $29.0 million of which relates to leases with related parties. The Company’s financing lease agreements have remaining terms ranging from two to fifteen years.

Cash flow data for the three months ended March 31, 2022 and 2021

	For the three months ended March 31,
($ in thousands)	2022		2021
Net cash provided by operating activities	$	11,751,763	$	2,637,017
Net cash provided by (used in) investing activities	610,498		(7,233)
Net cash used in financing activities	(12,192,175)		(2,260,958)
Net increase in cash and cash equivalents	$	170,086	$	368,826
Cash and cash equivalents at the end of the period	901,174		1,592,663

Net cash provided by operating activities

Net cash provided by operating activities was $11.75 billion for the three months ended March 31, 2022 compared to net cash provided by operating activities of $2.64 billion for the same period in 2021. The increase in cash flows from operating activities was primarily driven by a larger decrease in mortgage loans at fair value for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, partially offset by a decrease in net income in for the three months ended March 31, 2022 compared to the three months ended March 31, 2021, adjusted for non-cash items. The early roll-out of increased conforming loan size limits and the aggregation of loans for private label securitization transactions materially increased mortgage loans at fair value as of December 31, 2021, which were sold in early January 2022, returning the mortgage loans at fair value balance to a more normalized level as of March 31, 2022.

Net cash provided by (used in) investing activities

Net cash provided by investing activities was $610.5 million for the three months ended March 31, 2022 compared to $7.2 million of net cash used by investing activities for the same period in 2021. The increase in cash flows provided by investing activities was primarily driven by an increase in proceeds from the sales of MSRs and an increase in proceeds from principal payments on retained investment securities.

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Net cash used in financing activities

Net cash used in financing activities was $12.19 billion for the three months ended March 31, 2022 compared to cash used in financing activities of $2.26 billion for the same period in 2021. The increase in cash flows used in financing activities in 2022 was primarily driven by a net decrease in borrowings under warehouse lines of credit. The decrease was due to the early roll-out of increased conforming loan size limits and the aggregation of loans for private label securitization transactions which materially increased the warehouse line of credit balances as of December 31, 2021, which were paid down in early January 2022 in connection with the sale of the mortgage loans, returning these balances to more normalized levels as of March 31, 2022. There was also an increase in self-warehousing as of March 31, 2022. Distributions to SFS Corp. and dividends paid to Class A common stockholders, net of the proceeds from the business combination transaction, also increased during the three months ended March 31, 2022. As of December 31, 2021, cumulative proportional distributions related to the third and fourth quarter 2021 Class A common stock dividends of approximately $300.4 million had yet to be declared by Holdings LLC to SFS Corp. In early January 2022, the Board declared and Holdings LLC paid these cumulative proportional distributions to SFS Corp. simultaneously with the payment of the fourth quarter 2021 Class A common stock dividend of approximately $9.3 million.

Contractual Obligations

Cash requirements from contractual and other obligations

As of March 31, 2022, our material cash requirements from known contractual and other obligations include interest and principal payments under our Senior Notes, principal payments under our borrowings against investment securities, and payments under our financing and operating lease agreements. There have been no material changes in the cash requirements from known contractual and other obligations since December 31, 2021.

During first quarter of 2022, the Company paid cash dividends of $9.3 million to its Class A common stockholders, representing $0.10 per share of Class A Common Stock relating to the dividend declared in the fourth quarter of 2021. Additionally, during the first quarter of 2022, the Board declared and Holdings LLC paid $300.4 million of proportional distributions to SFS Corp. relating to the third and fourth quarter 2021 Class A common stock dividends.

In addition, in the first quarter 2022, the Board declared a dividend of $0.10 per share of Class A Common Stock for an aggregate of $9.3 million. Concurrently with this declaration, the Board, in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, approved a proportional distribution of $150.2 million from Holdings LLC to SFS Corp. with respect to the Class B Units of Holdings LLC. The dividend and the distribution were paid on April 12, 2022.

The sources of funds needed to satisfy these cash requirements include cash flows from operations and investing activities, including cash flows from sales of MSRs, sale or securitization of loans into the secondary market, loan origination fees, servicing fee income, and interest income on mortgage loans.

Repurchase and indemnification obligations

Loans sold to investors which we believe met investor and agency underwriting guidelines at the time of sale may be subject to repurchase in the event of specific default by the borrower or subsequent discovery that underwriting or documentation standards were not explicitly satisfied. We establish a reserve which is estimated based on our assessment of its contingent and non-contingent obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant’s potential readiness to stand by to perform on such obligations. See Note 9 - Commitments and Contingencies in the notes to the condensed consolidated financial statements for further information.

Interest rate lock commitments, loan sale and forward commitments

In the normal course of business, we are party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit to borrowers at either fixed or floating interest rates. IRLCs are binding agreements to lend to a borrower at a specified interest rate within a specified period of time as long as there is no violation of conditions established in the contract. Forward commitments generally have fixed expiration dates or other termination clauses which may require payment of a fee. As many of the commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. In addition, we have contracts to sell mortgage loans into the

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secondary market at specified future dates (commitments to sell loans), and forward commitments to sell MBS at specified future dates and interest rates.

Following is a summary of the notional amounts of commitments as of dates indicated:

($ in thousands)	March 31, 2022		December 31, 2021
Interest rate lock commitments—fixed rate	$	11,418,553	$	13,402,401
Interest rate lock commitments—variable rate	75,801		48,566
Commitments to sell loans	1,650,226		3,130,203
Forward commitments to sell mortgage-backed securities	14,277,235		25,756,975

As of March 31, 2022, we had sold $1.7 billion of loans to a global insured depository institution and assigned the related trades to deliver the applicable loans into securities for end investors for settlement in April 2022.

Critical Accounting Estimates and Use of Significant Estimates

Preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We have identified certain accounting estimates as being critical because they require management's judgement to make difficult, subjective or complex judgements about matters that are uncertain. Actual results could differ and the use of other assumptions or estimates could result in material differences in our condensed consolidated financial statements. Our critical accounting policies and estimates relate to accounting for mortgage loans held at fair value and revenue recognition, mortgage servicing rights, derivative financial instruments and representations and warranties reserve. There were no significant changes to our policies, methodologies, or processes used in applying our critical accounting estimates from what was described in our 2021 Annual Report on Form 10-K.

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements in this report include statements relating to:

•the future financial performance of our business;

•changes in the market for our services;

•expansion plans and opportunities;

•our future growth, including our pace of loan originations;

•our current infrastructure, client-based business strategies, strategic initiatives and product pipeline;

•expectations regarding the impact and timing of discontinuation of LIBOR on our warehouse facilities;

•the impact of interest rate risk on our business;

•our ability to renew our sale and repurchase agreements;

•our accounting policies and recent amendments to the FASB rules regulations;

•macroeconomic conditions that may affect our business and the mortgage industry in general;

•political and geopolitical conditions that may affect our business and the mortgage industry in general;

•the impact of litigation on our financial position;

•other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements involve estimates and assumptions which may be affected by risks and uncertainties in our business, as well as other external factors, which could cause future results to materially differ from those expressed or implied in any forward-looking statement including the following risks:

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•our dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies that affect interest rates;

•the impact of inflation on housing pricing, demand for mortgages and the ability of borrowers to qualify for mortgages;

•our reliance on our warehouse facilities to fund mortgage loans and otherwise operate our business, leveraging of assets under these facilities and the risk of a decrease in the value of the collateral underlying certain of our facilities causing an unanticipated margin call;

•our ability to sell loans in the secondary market, including to government sponsored enterprises, and to securitize our loans into mortgage-backed securities through the GSEs and Ginnie Mae;

•our dependence on the GSEs and the risk of changes to these entities and their roles, including, as a result of GSE reform, termination of conservatorship or efforts to increase the capital levels of the GSEs;

•changes in the GSEs’, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees;

•our dependence on licensed residential mortgage officers or entities, including brokers that arrange for funding of mortgage loans, or banks, credit unions or other entities that use their own funds or warehouse facilities to fund mortgage loans, but in any case do not underwrite or otherwise make the credit decision with regard to such mortgage loans to originate mortgage loans;

•our inability to continue to grow, or to effectively manage the growth of, our loan origination volume;

•our ability to continue to attract and retain our Independent Mortgage Advisor relationships;

•the occurrence of a data breach or other failure of our cybersecurity;

•loss of key management;

•reliance on third-party software and services;

•reliance on third-party sub-servicers to service our mortgage loans or our mortgage servicing rights;

•intense competition in the mortgage industry;

•our ability to implement technological innovation;

•our exposure to risk relating to the transition from LIBOR and the volatility of LIBOR or any replacement reference rate, which can result in higher than market interest rates;

•our ability to continue to comply with the complex state and federal laws regulations or practices applicable to mortgage loan origination and servicing in general, including maintaining the appropriate state licenses, managing the costs and operational risk associated with material changes to such laws;

•errors or the ineffectiveness of internal and external models or data we rely on to manage risk and make business decisions;

•risk of counterparty terminating servicing rights and contracts;

•the risk that we may become subject to legal actions that if decided adversely, could be detrimental to our business; and

•those risks described in Item 1A - Risk Factors in our 2021 10-K Report, as well as those described from time to time in our other filings with the SEC.

All forward-looking statements speak only as of the date of this report and should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are subject to a variety of risks which can affect our operations and profitability. We broadly define these areas of risk as interest rate, credit and counterparty risk.

Interest rate risk

We are subject to interest rate risk which may impact its origination volume and associated revenue, MSR valuations, IRLCs and mortgage loans at fair value valuations, and the net interest margin derived from our funding facilities. The fair

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value of MSRs is driven primarily by interest rates, which impact expected prepayments. In periods of rising interest rates, the fair value of the MSRs generally increases as expected prepayments decrease, consequently extending the estimated life of the MSRs resulting in expected increases in cash flows. In a declining interest rate environment, the fair value of MSRs generally decreases as expected prepayments increase consequently truncating the estimated life of the MSRs resulting in expected decreases in cash flows. Because origination volumes tend to increase in declining interest rate environments and decrease in increasing rate environments, we believe that servicing provides a natural hedge to our origination business. We do not specifically hedge MSRs but manage the economic risk through partially offsetting impact of servicing and mortgaging originations.

Our IRLCs and mortgage loans at fair value are exposed to interest rate volatility. During the origination, pooling, and delivery process, this pipeline value rises and falls with changes in interest rates. Because substantially all of our production is deliverable to Fannie Mae, Freddie Mac, and Ginnie Mae, we predominately utilize forward agency or Ginnie Mae To Be Announced ("TBA") securities as our primary hedge instrument. The TBA market is a secondary market where FLSCs or TBAs are sold by lenders seeking to hedge the risk that market interest rates may change and lock in a price for the mortgages they are in the process of originating.

Interest rate risk also occurs in periods where changes in short-term interest rates result in mortgage loans being originated with terms that provide a smaller interest rate spread above the financing terms of our warehouse facilities, which can negatively impact our net interest income. This is primarily mitigated through expedited sale of our loans.

We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on fair values based on hypothetical changes (increases and decreases) in interest rates. Our total market risk is influenced by a wide variety of factors including market volatility and the liquidity of the markets. There are certain limitations inherent in the sensitivity analysis presented, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled. We used March 31, 2022 market rates on our instruments to perform the sensitivity analysis. These sensitivities are hypothetical and presented for illustrative purposes only. Changes in fair value based on variations in assumptions generally cannot be extrapolated to our performance because the relationship of the change in fair value may not be linear nor does it factor ongoing operations. The following table summarizes the estimated change in the fair value of our mortgage loans at fair value, MSRs, IRLCs and FLSCs as of March 31, 2022 given hypothetical instantaneous parallel shifts in the yield curve. Actual results could differ materially.

	March 31, 2022
($ in thousands)	Down 25 bps		Up 25 bps
Increase (decrease) in assets
Mortgage loans at fair value	$	51,829	$	(53,179)
MSRs	(68,567)		63,742
IRLCs	111,146		(119,702)
Total change in assets	$	94,408	$	(109,139)
Increase (decrease) in liabilities
FLSCs	$	(165,685)	$	170,976
Total change in liabilities	$	(165,685)	$	170,976

Credit risk

We are subject to credit risk, which is the risk of default that results from a borrower’s inability or unwillingness to make contractually required mortgage payments. While our loans are sold into the secondary market without recourse, we do have repurchase and indemnification obligations to investors for breaches under our loan sale agreements. For loans that were repurchased or not sold in the secondary market, we are subject to credit risk to the extent a borrower defaults and the proceeds upon ultimate foreclosure and liquidation of the property are insufficient to cover the amount of the mortgage loan plus expenses incurred. We believe that this risk is mitigated through the implementation of stringent underwriting standards, strong fraud detection tools and technology designed to comply with applicable laws and our standards. In addition, we believe that this risk is mitigated through the quality of our loan portfolio. For the three months ended March 31, 2022, our originated loans had a weighted average loan to value ratio of 75.07%, and a weighted average FICO score of 741. For the three months ended March 31, 2021, our originated loans had a weighted average loan to value ratio of 69.78%, and a weighted average FICO score of 755.

Counterparty risk

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We are subject to risk that arises from our financing facilities and interest rate risk hedging activities. These activities generally involve an exchange of obligations with unaffiliated banks or companies, referred to in such transactions as “counterparties.” If a counterparty were to default, we could potentially be exposed to financial loss if such counterparty were unable to meet its obligations to us. We manage this risk by selecting only counterparties that we believe to be financially strong, spreading the risk among many such counterparties, limiting singular credit exposures on the amount of unsecured credit extended to any single counterparty, and entering into master netting agreements with the counterparties as appropriate.

In accordance with the best practices outlines by The Treasury Market Practices Group, we execute Securities Industry and Financial Markets Association trading agreements with all material trading partners. Each such agreement provides for an exchange of margin money should either party’s exposure exceed a predetermined contractual limit. Such margin requirements limit our overall counterparty exposure. The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. We incurred no losses due to nonperformance by any of our counterparties during the three months ended March 31, 2022 or March 31, 2021.

Also, in the case of our financing facilities, we are subject to risk if the counterparty chooses not to renew a borrowing agreement and we are unable to obtain financing to originate mortgage loans. With our financing facilities, we seek to mitigate this risk by ensuring that we have sufficient borrowing capacity with a variety of well-established counterparties to meet our funding needs as well as fostering long-term relationships.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

We operate in a heavily regulated industry that is highly sensitive to consumer protection, and we are subject to numerous federal, state and local laws. We are routinely involved in consumer complaints, regulatory actions and legal proceedings in the ordinary course of our business. We are also routinely involved in state regulatory audits and examinations, and occasionally involved in other governmental proceedings arising in connection with our respective business. The resolution of these matters, including the matters specifically described below, is not currently expected to have a material adverse effect on our financial position, financial performance or cash flows.

On December 11, 2020, a complaint was filed against UWM (f/k/a United Shore Financial Services, LLC) in the U.S. District Court for the Eastern District of Michigan by three independent mortgage brokers. The plaintiffs in this matter seek class certification and monetary damages for alleged unpaid origination fees arising from a change in UWM’s commission policy. Following the Court’s opinion granting in part and denying in part UWM’s motion to dismiss, UWM filed its answer to the complaint on April 11, 2022. UWM denies the claims and intends to vigorously defend the matter.

On April 23, 2021, a complaint was filed in the U.S. District Court for the Middle District of Florida against the Company and Mat Ishbia, individually by The Okavage Group, LLC ("Okavage") on behalf of itself and all other mortgage

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brokers who are, or have been clients of UWM and either Fairway Independent Mortgage or Rocket Pro TPO. After the Company and Mat Ishbia filed a motion to dismiss the complaint, Okavage filed a motion for leave to amend its complaint on August 2, 2021, and on August 3, 2021, the Court granted Okavage's motion and ordered the clerk to file Plaintiff’s First Amended Class Action Complaint with its corresponding attachments. In its amended complaint, Okavage dropped the Company as a defendant and added UWM as a defendant. Okavage purports to represent the same set of mortgage brokers as in its original complaint and alleges that UWM’s new policy to no longer enter into new transactions with independent mortgage brokers who also sold mortgage loans to these two market participants amounted to anticompetitive conduct under federal and Florida antitrust laws. Okavage seeks class certification, treble damages, attorneys’ fees and injunctive relief. Our renewed motion to dismiss this action was filed on September 7, 2021, and is currently pending before the Court.

On July 27, 2021, a complaint was filed against UWM in the U.S. District Court for the Eastern District of Michigan by a former employee of UWM. The complaint alleges that the former employee and similarly situated employees were required to work beyond a forty-hour work week and were not paid overtime in violation of the Fair Labor Standards Act. The former employee is seeking class certification and monetary damages for unpaid overtime wages, interest, liquidated damages, attorneys’ fees and costs. On October 1, 2021, the Court granted the parties' joint request to stay all proceedings in the case pending settlement discussions.

On February 3, 2022, UWM filed a complaint against America’s Moneyline, Inc. (“AML”), a former client, in the U.S. District Court for the Eastern District of Michigan. The complaint alleges that AML breached the parties’ wholesale broker agreement by submitting mortgage loans and mortgage loan applications to certain select retail lenders. On February 25, 2022, AML filed its answer to the complaint and included certain counterclaims, including fraud and misrepresentation, against UWM. Our motion to dismiss the counterclaims is currently pending.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Share Repurchase Program

On May 9, 2021, the Company's Board of Directors authorized a share repurchase program of up to $300.0 million in aggregate value of the Company’s Class A common stock effective May 11, 2021. The share repurchase program authorizes the Company to repurchase shares of the Company’s Class A common stock from time to time, in the open market or through privately negotiated transactions, at management's discretion based on market and business conditions, applicable legal requirements and other factors. Shares purchased will be retired. The new plan will expire on May 11, 2023 unless otherwise modified or terminated by the Company's Board of Directors at any time in the Company's sole discretion.

There were no repurchases of the Company’s shares of its outstanding Class A common stock during the three months ended March 31, 2022. As of March 31, 2022, the remaining amount authorized under the share repurchase program was $218.4 million.

Item 5. Other Information

Item 1.01 Entry into a Material Definitive Agreement

On March 1, 2022, we entered into a Third Amendment of our Lease Agreement, dated January 1, 2021, with Pontiac Center East, LLC (as amended, the “Lease Agreement), an entity indirectly owned by our CEO Mat Ishbia, to increase the property subject to the lease (the “Additional Property”) and provide for the monthly rent associated with the Additional Property. The Additional Property is adjacent to our current corporate campus. The transaction was approved by our Audit Committee. All other terms of the Lease Agreement remained the same.

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Item 6. Exhibits and Financial Statement Schedules

Exhibit Number	Description
4.6	Description of Capital Stock
10.14.2	Third Amendment to Lease Agreement by and between Pontiac Center East, LLC and United Wholesale Mortgage, LLC
31.1	Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)
31.2	Certification of CFO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)
32.1	Certification by the CEO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification by the CFO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.0 INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104.0	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UWM HOLDINGS CORPORATION
Date: May 10, 2022	By:	/s/ Timothy Forrester
		Timothy Forrester
		Executive Vice President, Chief Financial Officer

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EX-4.6

Exhibit 4.6

DESCRIPTION OF CAPITAL STOCK

The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities. The full text of our Amended and Restated Certificate of Incorporation (the “Charter”) and Amended and Restated Bylaws (the “Amended and Restated Bylaws”) are included as exhibits to our Annual Report on Form 10-K. You are encouraged to read the applicable provisions of Delaware law, our Charter and Amended and Restated Bylaws in their entirety for a complete description of the rights and preferences of our securities.

Authorized and Outstanding Stock

Our authorized capital stock consists of:

• 4,000,000,000 shares of Class A common stock, par value $0.0001 per share;

• 1,700,000,000 shares of Class B common stock, par value $0.0001 per share;

• 1,700,000,000 shares of Class C common stock, par value $0.0001 per share;

• 1,700,000,000 shares of Class D common stock, par value $0.0001 per share; and

• 100,000,000 shares of Preferred Stock, par value $0.0001 per share.

Collectively we refer to our Class A common stock, our Class B common stock, our Class C common stock and our Class D common stock as our Common Stock.

As of April 14, 2022, there were 92,531,073 shares of Class A common stock issued and outstanding, 1,502,069,787 shares of Class D common stock outstanding, no shares of Class B common stock, no shares of Class C common stock and no shares of Preferred Stock outstanding. We are authorized, without stockholder approval except as required by the listing rules of the NYSE, to issue additional shares of our capital stock.

Voting Rights

Our Charter provides that, subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of our outstanding shares of Common Stock will vote together as a single class on all matters with respect to which our stockholders are entitled to vote under applicable law, our Charter or the Amended and Restated Bylaws or upon which a vote of stockholders generally entitled to vote is otherwise called for by us, except that, except as may otherwise be required by applicable law, each holder of Common Stock will not be entitled to vote on any amendment to our Charter that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either voting separately as a single class or together as a class with the holders of any other outstanding series of Preferred Stock, to vote thereon pursuant to our Charter or the DGCL.

Our Charter provides that at each annual or special meeting of stockholders (or action by consent in lieu of a meeting),

• each holder of record of Class A common stock and Class C common stock on the relevant record date will be entitled to cast one vote for each share held; and

• each holder of record of Class B common stock and Class D common stock on the relevant record date will be entitled to cast ten votes for each share held.

Our Charter provides that, in no event shall a holder of Common Stock, together with one or more other “includable corporations” (as defined in the Code) of such holder or entities disregarded as separate from such holder for U.S federal income tax purposes, be entitled to vote in excess of 79% of the voting power of the holders of the outstanding shares then voting together as a single class on such matter.

Our Charter provides for a classified board of directors (the “Board”) that is divided into three classes with staggered three-year terms. Except for any directors elected by the holders of any of our outstanding series of Preferred Stock then outstanding as provided for or fixed pursuant to the provisions of our Charter, and with respect to newly created directorships resulting from an increase in the authorized number of directors or any vacancies on our Board resulting from death, disqualification, removal or other cause, each director will be elected by a plurality of the votes cast at any meeting of stockholders at which directors are to be elected by the stockholders generally entitled to vote and a quorum is present. Our Charter does not provide for cumulative voting for the election of directors.

Conversion/Exchange

Our Charter provides that each share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A common stock. Additionally, our Second Amended and Restated Limited Liability Company Agreement provides that each Class B common unit of our subsidiary, UWM Holdings, LLC (“UWM LLC”), along with our stapled Class D common stock may be exchanged for either, at our option, (a) cash or (b) one share of our Class B common stock.

Our Charter further provides that each share of Class B common stock will automatically convert into one share of Class A common stock, and each share of Class D common stock will automatically convert into one share of Class C common stock, upon the transfer of such share, except for transfers to (i) a direct or indirect holder of equity of SFS Holding Corp. (an “SFS Equityholder”), (ii) the spouse, parents, grandparents, lineal descendants or siblings of an SFS Equityholder, the parents, grandparents, lineal descendants or siblings of such holder’s spouse, or lineal descendants of such holder’s siblings or such holder’s spouse’s siblings (each, a “Family Member”), (iii) a Family Member of any SFS Equityholder, (iv) a trust, family-partnership or estate-planning vehicle, so long as one or more of such holder, a Family Member of such holder, an SFS Equityholder or a Family Member of an SFS Equityholder is/are the sole economic beneficiaries of such trust, family-partnership or estate-planning vehicle, (v) a partnership, corporation or other entity controlled by, or a majority of which is beneficially owned by, such holder or any one or more person described in the foregoing clauses “(i)” through “(iv),” (vi) a charitable trust or organization that is exempted from taxation under Section 501(c)(3) of the Code and controlled by such holder or any one or more of the persons described in the foregoing clauses “(i)” through “(iv)”, (vii) an individual mandated under a qualified domestic relations order to which such holder is subject, or (viii) a legal or personal representative of such holder, any Family Member of such holder, an SFS Equityholder or a Family Member of an SFS Equityholder in the event of death or disability of such holder that is an individual.

Dividends

Our Charter provides that, subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of Class A common stock and holders of Class B common stock are entitled to receive dividends when, as and if declared by our Board out of legally available funds. Under our Charter, dividends may not be declared or paid in respect of Class A common stock unless they are declared or paid in the same amount and same type of cash or property (or combination thereof) in respect of Class B common stock, and vice versa, unless such dividend is approved by holders of a majority of the shares of Class A common stock then outstanding and a majority of the shares of Class B common stock then outstanding, each voting as separately as a single class.

Our Charter provides that the holders of Class C common stock and the holders of Class D common stock will not have any right to receive dividends (including cash, stock or property).

In connection with the declaration of a dividend on our shares of Class A common stock and share of Class B common stock (if any are outstanding), the Board, in its capacity as the Manager of UWM LLC, is required pursuant to the terms of the UWM LLC Second Amended and Restated Operating Agreement, to determine whether to (a) make distributions from UWM LLC to only UWM Holdings Corporation (“UWMC” or the “Company”), as the owner of the Class A Units of UWM LLC with the proportional amount due to SFS Holding Corp. as the owner of the Class B Units of UWM LLC, being distributed upon the sooner to occur of (i) the Board making a determination to do so or (ii) the date on which Class B Units of UWM LLC are converted into shares of Class B common stock of UWMC or (b) make proportional and simultaneous distributions from UWM LLC to both UWMC, as the owner of the Class A Units of UWM LLC and to SFS Holding Corp. as the owner of the Class B Units of UWM LLC.

No Preemptive Rights

Our Charter does not provide the holders of Class A common stock, Class B common stock, Class C common stock and Class D common stock with preemptive rights.

Merger or Consolidation

Our Charter provides that, in the event of a merger or consolidation of our Company with or into another entity, the holders of shares of Class A common stock and Class B common stock will be converted into the right to receive the same consideration per share, provided that if the shares of Class A common stock and Class B common stock are converted into the right to receive shares or other securities, the holders of shares of Class A common stock and Class B common stock will be deemed to have received the same consideration per share if the voting power of the shares or other securities received per share of Class B common stock is ten times the voting power of the shares or other securities received per share of Class A common stock.

Our Charter provides that, in the event of a merger or consolidation of our Company with or into another entity, the holders of shares of Class C common stock and Class D common stock will be converted into the right to receive the same consideration per share, provided that the shares of Class C common stock and Class D common stock may be converted into the right to receive the same shares or securities per share, provided, further, that the holders of shares of Class C common stock and Class D common stock will be deemed to have received the same consideration per share if the voting power of the shares or other securities received per share of Class D common stock is ten times the voting power of the shares or other securities received per share of Class C common stock.

Liquidation, Dissolution or Winding Up

Our Charter provides that upon the liquidation, dissolution or winding up of our Company (either voluntary or involuntary), the holders of Class A common stock and holders of Class B common stock will be entitled to share ratably in the assets and funds of our Company that are available for distribution to our stockholders. The holders of Class C common stock and the holders of Class D common stock will not have any right to receive a distribution upon a liquidation, dissolution or winding up of our Company.

Preferred Stock

Our Charter provides that shares of preferred stock may be issued from time to time in one or more series. Our Board is authorized to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board is able, without stockholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects. The ability of our Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We

have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Our Charter provides that, subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of Class A common stock and holders of Class B common stock are entitled to receive dividends when, as and if declared by our Board out of legally available funds. Under our Charter, dividends may not be declared or paid in respect of Class A common stock unless they are declared or paid in the same amount and same type of cash or property (or combination thereof) in respect of Class B common stock, and vice versa, unless such dividend is approved by holders of a majority of the shares of Class A common stock then outstanding and a majority of the shares of Class B common stock then outstanding, each voting as separately as a single class.

Warrants

Public Warrants

Each of our whole Public Warrants entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion of our initial business combination (each individually, a “Public Warrant” and collectively, the “Public Warrants”). Our initial business combination was completed on January 20, 2021; consequently the Public Warrants became exercisable on February 20, 2021.

Pursuant to the Warrant Agreement dated January 23, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Public Warrant Agreement”), a warrant holder may exercise its Public Warrants only for a whole number of shares of Class A common stock. This means that only a whole Public Warrant may be exercised at any given time by a warrant holder. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of our initial business combination on January 21, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We are not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such Public Warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

Pursuant to the Public Warrant Agreement, we filed a registration statement with the Securities and Exchange Commission (the “SEC”) covering the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. That registration statement became effective on February 5, 2021. We will use our best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Public Warrant Agreement. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Public Warrants to do so a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our best efforts to register the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants for Cash. Once the Public Warrants became exercisable, we may call the Public Warrants for redemption:

• in whole and not in part;

• at a price of $0.01 per Public Warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holder.

If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.

Redemption of Warrants for Class A common stock. Commencing ninety days after the Public Warrants became exercisable (or May 21, 2021), we may redeem the outstanding Public Warrants:

• in whole and not in part;

• at a price equal to a number of shares of Class A common stock to be determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock except as otherwise described below;

• upon a minimum of 30 days’ prior written notice of redemption; and

• if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders.

The numbers in the table below represent the “redemption prices,” or the number of shares of Class A common stock that a warrant holder will receive upon redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding redemption date, determined based on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the Public Warrants, each as set forth in the table below.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a Public Warrant is adjusted as set forth below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Public Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Public Warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Public Warrant.

Redemption Date (period to expiration of Warrants)	Fair Market Value of Class A common stock
	$10.00		$11.00		$12.00		$13.00		$14.00		$15.00		$16.00		$17.00		$18.00
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.365
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.365
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.365
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.365
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.365
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.364
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.364
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.364
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.364
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.364
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.364
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.364
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.364
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.363
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.363
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.363
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.362
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.362
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

The “fair market value” of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants.

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each Public Warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. For example, if the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the Public Warrants is $11.00 per share, and at such time there are 57 months until the expiration of the Public Warrants, we may choose to, pursuant to this redemption feature, redeem the Public Warrants at a “redemption price” of 0.277 shares of Class A common stock for each whole Public Warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the Public Warrants is $13.50 per share, and at such time there are 38 months until the expiration of the Public Warrants, we may choose to, pursuant to this redemption feature, redeem the Public Warrants at a “redemption price” of 0.298 Class A common stock for each whole Public Warrant. Finally, as reflected in the table above, we can redeem the Public Warrants for no consideration in the event that the Public Warrants are “out of the money” (i.e., the trading price of our Class A common stock is below the exercise price of the Public Warrants) and about to expire.

Any Public Warrants held by our officers or directors will be subject to this redemption feature, except that such officers and directors shall only receive “fair market value” for such Public Warrants so redeemed (“fair market value” for such Public Warrants held by our officers or directors being defined as the last reported sale price of the Public Warrants on such redemption date).

This redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption of Public Warrants for cash (other than the Private Placement Warrants (as defined below)) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding Public Warrants to be redeemed when the shares of Class A common stock are trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the exercise price of the Public Warrants. We have established this redemption feature to provide the Public Warrants with an additional liquidity feature, which provides us with the flexibility to redeem the Public Warrants for shares of Class A common stock, instead of cash, for “fair value” without the Public Warrants having to reach the $18.00 per share threshold set forth above. Holders of the Public Warrants will, in effect, receive a number of shares representing fair value for their Public Warrants based on an option pricing model with a fixed volatility input as of September 6, 2018. This redemption right provides us not only with an additional mechanism by which to redeem all of the outstanding Public Warrants, in this case, for Class A common stock, and therefore have certainty as to (i) our capital structure as the Public Warrants would no longer be outstanding and would have been exercised or redeemed and (ii) to the amount of cash provided by the exercise of the Public Warrants and available to us, and also provides a ceiling to the theoretical value of the Public Warrants as it locks in the “redemption prices” we would pay to warrant holders if we chose to redeem Public Warrants in this manner. We will effectively be required to pay fair value to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the Public Warrants for Class A common stock if we determine it is in our best interest to do so. As such, we could redeem the Public Warrants in this manner when we believe it is in our best interest to update our capital structure to remove the Public Warrants and pay fair value to the warrant holders. In particular, it would allow us to quickly redeem the Public Warrants for Class A common stock, without having to negotiate a redemption price with the warrant holders, which in some situations, may allow us to more quickly and easily close an initial business combination. In addition, the warrant holders will have the ability to exercise the Public Warrants prior to redemption if they should choose to do so.

As stated above, we can redeem the Public Warrants when the shares of Class A common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with fair value (in the form of Class A common stock). If we choose to redeem the Public Warrants when the Class A common stock are trading at a price below the exercise price of the Public Warrants, this could result in the warrant holders receiving fewer Class A common stock than they would have received if they had chosen to wait to exercise their Public Warrants for Class A common stock if and when such Class A common stock were trading at a price higher than the exercise price of $11.50.

No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder.

Redemption procedures and cashless exercise. If we call the Public Warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its Public Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Public Warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of Public Warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our Public Warrants. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their Public Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (i) the product of the number of shares of Class A common stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (ii) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the Public Warrants after our initial business combination. If we call our Public Warrants for redemption and our management does not take advantage of this option, Gores Sponsor IV, LLC and its permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their Public Warrants on a cashless basis, as described in more detail below.

A holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Public Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments. If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each Public Warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (ii) one minus the quotient of (a) the price per share of Class A common stock paid in such rights offering divided by (b) the fair market value. For these purposes (1) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (2) fair market value means the volume weighted average price of Class A common stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the Public Warrants are convertible), other than (i) as described above; (ii) certain ordinary cash dividends; or (iii) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.

If the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each Public Warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.

Whenever the number of shares of Class A common stock purchasable upon the exercise of the Public Warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the Public Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the Public Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Public Warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Public Warrants would have received if such holder had exercised their Public Warrants immediately prior to such event. However, if such holders were entitled to exercise a right of of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each Public Warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s current certificate of incorporation or as a result of the repurchase of shares of Class A common stock by the company if a proposed initial business combination is presented to the stockholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Class A common stock, the holder of a Public Warrant will be entitled to receive the

highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the Public Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the Public Warrant Agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Public Warrant properly exercises the Public Warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the Public Warrant Agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the Public Warrant Agreement) of the Public Warrant.

The Public Warrants have been issued in registered form under the Public Warrant Agreement. The Public Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants.

Exercise

The Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Public Warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their Public Warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the Public Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Warrants may be exercised only for a whole number of shares of Class A common stock. No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder.

Private Placement Warrants

Gores Sponsor IV, LLC purchased 5,250,000 warrants at a price of $2.00 per warrant for an aggregate purchase price of $10,500,000 in a private placement that occurred on the IPO closing date (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) were not be transferable, assignable or salable until 30 days after the completion of our initial business combination (or February 21, 2021) and they may be physical (cash) or net share (cashless) settled and will not be redeemable by us so long as they are held by Gores Sponsor IV, LLC or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than Gores Sponsor IV, LLC or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants.

If holders of the Private Placement Warrants elect to exercise their Private Placement Warrants on a cashless basis, they would pay the exercise price by surrendering his, her or its Private Placement Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Private Placement Warrants, multiplied by the difference between the exercise price of the Private Placement Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

Transfer Agent and Warrant Agent

The Transfer Agent for our Common Stock and warrant agent for our Warrants is American Stock Transfer & Trust Company, LLC.

Certain Anti-Takeover Provisions of Delaware Law, Our Charter and the Amended and Restated Bylaws

Some provisions of the DGCL, our Charter and the Amended and Restated Bylaws contain or will contain provisions that could make the following transactions more difficult: (i) an acquisition of us by means of a tender offer; (ii) an acquisition of us by means of a proxy contest or otherwise; or (iii) the removal of incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that provide for payment of a premium over the market price for our shares.

These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of our business to first negotiate with our Board. We believe that the benefits of the increased protection of our business’ potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our business outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We are subject to the provisions of Section 203 regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the time that the person became an interested stockholder unless:

• prior to such time, the Board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• at or subsequent to such time, the Business Combination is approved by our Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of the holders of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction or series of transactions together resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our Board does not approve in advance. We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of Common Stock held by our stockholders.

Charter and Amended and Restated Bylaws

In addition, our Charter and Amended and Restated Bylaws provide for certain other provisions that may have an anti-takeover effect:

• Capital Structure.Our Charter provides a capital structure where holders of Class B common stock and holders of Class D common stock will have ten votes per share (as compared with holders of Class A common stock and holders of Class C common stock, who will each have one vote per share); provided, however, that, in no event shall a holder of Common Stock, together with one or more other “includable corporations” (as defined in the Code) of such holder or entities disregarded as separate from such holder for U.S federal income tax purposes, be entitled to vote in excess of 79% of the voting power of the holders of the outstanding shares then voting together as a single class on such matter. As a result of this capital structure, holders of our Class D common stock (SFS and the SFS Equityholders) have a greater ability to control the outcome of matters requiring stockholder approval even when the holders of Class B common stock and Class D common stock own significantly less than a majority of the shares of the outstanding Common Stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our business or our assets. Directors, executive officers, and employees, and their respective affiliates, may have the ability to exercise significant influence over such matters.

• No Cumulative Voting.The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our Charter will not provide for cumulative voting.

• Classified Board. Our Charter and the Amended and Restated Bylaws provide that our Board (other than those directors, if any, elected by the holders of any outstanding series of Preferred Stock) is divided into three classes of directors. The existence of a classified Board of directors could discourage a third-party from making a tender offer or otherwise attempting to obtain control of our business as the classification of our Board makes it more time consuming for stockholders to replace a majority of the directors.

• Directors Removed Only for Cause. Our Charter provides that, from and after the first date following the date on which the voting power of all of the then outstanding shares of Class B common stock and Class D common stock, voting together as a single class, represents less than fifty percent (50%) of the voting power of all of the then outstanding shares of the Company generally entitled to vote, voting together as a single class (the “Voting Rights Threshold Date”), any director elected by the stockholders generally entitled to vote may only be removed for cause.

• Board of Director Vacancies. Our Charter provides that, with respect to directors elected by the stockholders generally entitled to vote, from and after the Voting Rights Threshold Date, (i) newly created directorships resulting from an increase in the authorized number of directors or any vacancies on our Board resulting from death, resignation, disqualification, removal or other cause will be filled solely and exclusively by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, and (ii) any director so elected will hold office until the expiration of the term of office of the director whom he or she has replaced and until his or her successor is elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal, which prevents stockholders from being able to fill vacancies on our Board.

• Action by Written Consent. Our Charter provides that, from and after the Voting Rights Threshold Date, stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by consent in lieu of a meeting.

• Special Meeting of Stockholders. Our Charter provides that special meetings of stockholders may only be called by (i) our Board or (ii) our Chief Executive Officer, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.

• Supermajority Requirements for Certain Amendments of our Charter and Amendments of the Amended and Restated Bylaws. The DGCL generally provides that the affirmative vote of the holders of a majority of the total voting power of the shares entitled to vote is required to amend a corporation’s certificate of incorporation, unless the corporation’s certificate of incorporation requires a greater percentage. Our Charter and the Amended and Restated Bylaws provide that, from and after the Voting Rights Threshold Date, the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of our then outstanding shares generally entitled to vote will be required to amend, alter, change or repeal the Amended and Restated Bylaws and certain provisions of our Charter, including those related to our management and actions by written consent. Such requirement for a super-majority vote to approve certain amendments to our Charter and amendments to the Amended and Restated Bylaws could enable a minority of our stockholders to exercise veto power over such amendments.

• Issuance of Common Stock and Undesignated Preferred Stock. Our Board will have the authority, without further action by the stockholders, to issue (i) authorized but unissued shares of Common Stock and (ii) up to 100,000,000 shares of undesignated Preferred Stock, in the case of a series of Preferred Stock, with rights and preferences, including voting rights, designated from time to time by our Board. The existence of authorized but unissued shares of Common Stock and Preferred Stock will enable our Board to render more difficult or to discourage an attempt to obtain control of our business by means of a merger, tender offer, proxy contest, or other means.

• Notice Requirements for Stockholder Proposals and Director Nominations. The Amended and Restated Bylaws will provide advance notice procedures for stockholders seeking to bring business before the annual meeting of stockholders or to nominate candidates for election as directors at the annual meeting of stockholders. The Amended and Restated Bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might make it more difficult for stockholders to bring matters before the annual meeting.

• Exclusive Forum. Our Charter provides that, unless we consent in writing to the selection of an alternative forum, (i) any derivative action brought on behalf of UWM Holdings Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of ours to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Charter or the Amended and Restated Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware, in each case, will be required to be filed in either (x) the Sixth Judicial Circuit, Oakland County, Michigan (or, if the Sixth Judicial Circuit, Oakland County, Michigan lacks jurisdiction over any such action or proceeding, then another state court of the State of Michigan, or if no state court of the State of Michigan has jurisdiction over any such action or proceeding, then the United Stated District Court for the Eastern District of Michigan) or (y) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware lacks jurisdiction then the United States District Court for the District of Delaware). If a stockholder nevertheless seeks to bring a claim (the nature of which is covered by the exclusive forum provisions of our Charter) in a venue other than those designated in such provisions, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our Charter. This may require significant additional costs associated with challenging venue in such other jurisdictions and there can be no assurance that the exclusive forum provisions of our Charter will be enforced by a court in those other jurisdictions.

Limitation on Liability and Indemnification of Directors and Officers

The Second Amended and Restated Certificate of Incorporation limits our directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

• for any transaction from which the director derives an improper personal benefit;

• for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• for any unlawful payment of dividends or redemption of shares; or

• for any breach of a director’s duty of loyalty to the corporation or its stockholders.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and our Amended and Restated Bylaws provide that we will, in certain situations, indemnify our directors and officers and may indemnify other team members and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe these provisions in the Second Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

EX-10.14.2

Exhibit 10.14.2

THIRD AMENDMENT TO LEASE AGREEMENT

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made and entered into as of the 1st day of March, 2022 (the “Effective Date”), by and between PONTIAC CENTER EAST LLC, a Michigan limited liability company (“Landlord”) and UNITED WHOLESALE MORTGAGE, LLC, a Michigan limited liability company (“Tenant”).

WITNESSETH:

WHEREAS, Landlord and Tenant entered into a Lease Agreement on January 1, 2021, as amended from time to time (the “Lease”) pursuant to which Tenant leased from Landlord the Demised Premises (as defined in the Lease); and

WHEREAS, Landlord and Tenant entered into an Amendment to Lease Agreement on August 12, 2021 (the “Prior Amendment”) pursuant to which Tenant leased from Landlord the Additional Property (as defined in the Prior Amendment) (the Demised Premises and the Additional Property shall be collectively referred to as the “Property”); and

WHEREAS, Landlord and Tenant desire to further amend the Lease to expand the Property to include certain additional real property more particularly described on Exhibit A attached hereto and made a part hereof (the “Third Amendment Property”), for a term coterminous with the Property, all in accordance with the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the above and the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, Landlord and Tenant agree to amend the Lease on the Effective Date as follows:

1.Third Amendment Property. Effective as of March 1, 2022 (the “Delivery Date”), Landlord has delivered possession of the Third Amendment Property to Tenant and Tenant has accepted possession of the Third Amendment Property in its as-is, where is condition. Effective from and after such Delivery Date, the Third Amendment Property shall constitute part of the Property for all purposes of the Lease.

2.Basic Rental for the Third Amendment Property. Commencing on the Delivery Date, in addition to the Basic Rental payable with respect to the Property, Tenant shall pay Basic Rental for the Third Amendment Property as follows:

Rental Period	Annual Rent	Base Rent Per Month
Years 1-5	$30,000.00	$2,500.00
Years 6-10	$31,200.00	$2,600.00
Years 11-15	$32,400.00	$2,700.00

4829-8683-4930.v1

3.Miscellaneous.

(a)    Applicable Law. This Third Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Michigan.

(b)    Effect of Amendment. Except as expressly amended by this Third Amendment, all terms and conditions of the Lease shall remain in full force and effect, which each of the parties hereto hereby acknowledge, agree and confirm. This Third Amendment shall inure to and be binding upon the parties and their respective successors and assigns.

(c)    Counterparts. This Third Amendment may be executed in two (2) or more counterparts, which, together or collectively, shall be deemed one and the same amendment, and facsimile, PDF or other electronic copies of signatures shall be treated as originals for all purposes.

(d)    Capitalized Terms; Recitals and Exhibits. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Lease or the Prior Amendment, respectively. The recitals and exhibit attached hereto are incorporated into and made a part of this Third Amendment and the Lease.

[Remainder of page intentionally left blank; signatures appear on the following page]

4829-8683-4930.v1

IN WITNESS WHEREOF, Landlord and Tenant have each caused this Third Amendment to be executed as of the date(s) set forth below.

LANDLORD:     PONTIAC CENTER EAST LLC, a Michigan limited liability company By: Pontiac Center East Manager LLC, a          Michigan limited liability company,          its Manger By:    /s/ Mathew Ishbia Name: Matthew Ishbia Title:    Manager Dated: March 7, 2022 TENANT: UNITED WHOLESALE MORTGAGE, LLC, a Michigan limited liability company By:    /s/ Timothy Forrester Name: Timothy Forrester Title: EVP, Chief Financial Officer Dated: March 4, 2022

4829-8683-4930.v1

EXHIBIT A

4829-8683-4930.v1

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a‑14(a) AND 15d‑14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mathew Ishbia, certify that:

1.I have reviewed this Quarterly Report on Form 10‑Q of UWM Holdings Corporation (the “Registrant”)

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Registrant and have

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Date: May 10, 2022	By:	/s/ Mathew Ishbia
		Mathew Ishbia
		President, Chief Executive Officer and Chairman
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a‑14(a) AND 15d‑14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy Forrester, certify that:

1.I have reviewed this Quarterly Report on Form 10‑Q of UWM Holdings Corporation (the “Registrant”)

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Registrant and have

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Date: May 10, 2022	By:	/s/ Timothy Forrester
		Timothy Forrester
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mathew Ishbia, President, Chief Executive Officer and Chairman of UWM Holdings Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

Date: May 10, 2022	By:	/s/ Mathew Ishbia
		Mathew Ishbia
		President, Chief Executive Officer and Chairman
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy Forrester, Executive Vice President and Chief Financial Officer of UWM Holdings Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

Date: May 10, 2022	By:	/s/ Timothy Forrester
		Timothy Forrester
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)

XML

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 06, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-39189
Entity Registrant Name	UWM HOLDINGS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-2124167
Entity Address, Address Line One	585 South Boulevard E.
Entity Address, City or Town	Pontiac,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48341
City Area Code	(800)
Local Phone Number	981-8898
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Fiscal Period Focus	Q1
Amendment Flag	false
Document Fiscal Year Focus	2022
Entity Central Index Key	0001783398
Current Fiscal Year End Date	--12-31
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	UWMC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		92,531,737
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Class A Common Stock
Trading Symbol	UWMCWS
Security Exchange Name	NYSE
Common Class D
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,502,069,787

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 901,174	$ 731,088
Mortgage loans at fair value	5,208,167	17,473,324
Derivative assets	241,932	67,356
Investment securities at fair value, pledged	138,417	152,263
Accounts receivable, net	617,608	415,691
Mortgage servicing rights (see Note 5)	3,514,102	3,314,952
Premises and equipment, net	151,206	151,687
Operating lease right-of-use asset, net (includes $103,513 and $104,595 with related parties)	103,670	104,828
Finance lease right-of-use asset (includes $28,416 and $28,619 with related parties)	53,857	57,024
Other assets	60,820	60,145
Total assets	10,990,953	22,528,358
Liabilities and equity
Warehouse lines of credit	4,076,829	15,954,938
Derivative liabilities	115,430	36,741
Borrowings against investment securities	118,786	118,786
Accounts payable, accrued expenses and other	1,207,145	1,087,411
Accrued distributions and dividends payable	159,460	9,171
Senior notes	1,981,106	1,980,112
Operating lease liability (includes $110,854 and $111,999 with related parties)	111,010	112,231
Finance lease liability (includes $29,015 and $29,087 with related parties)	54,945	57,967
Total liabilities	7,824,711	19,357,357
Equity
Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of March 31, 2022	0	0
Additional paid-in capital	542	437
Retained earnings	138,834	141,805
Non-controlling interest	3,026,707	3,028,600
Total equity	3,166,242	3,171,001
Total liabilities and equity	10,990,953	22,528,358
Common Class A
Equity
Common stock, $0.0001 par value	9	9
Common Class B
Equity
Common stock, $0.0001 par value	0	0
Common Class C
Equity
Common stock, $0.0001 par value	0	0
Common Class D
Equity
Common stock, $0.0001 par value	$ 150	$ 150

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Related party operating lease right-of-use asset	$ 103,513	$ 104,595
Related party finance lease right-of-use asset	28,416	28,619
Related party operating lease liabilities	110,854	111,999
Related party finance lease liability	$ 29,015	$ 29,087
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	4,000,000,000	4,000,000,000
Common stock, shares, issued	92,531,073	92,531,073
Common stock, shares, outstanding	92,531,073	92,531,073
Common Class B
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,700,000,000	1,700,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Common Class C
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,700,000,000	1,700,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Common Class D
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,700,000,000	1,700,000,000
Common stock, shares, issued	1,502,069,787	1,502,069,787
Common stock, shares, outstanding	1,502,069,787	1,502,069,787

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue
Loan production income	$ 383,871	$ 1,074,665
Loan servicing income	198,565	123,789
Change in fair value of mortgage servicing rights (see Note 5)	171,963	(59,259)
Gain on sale of mortgage servicing rights	0	4,763
Interest income	67,395	45,912
Total revenue, net	821,794	1,189,870
Expenses
Salaries, commissions and benefits	160,609	213,061
Direct loan production costs	26,718	13,162
Marketing, travel, and entertainment	12,837	10,495
Depreciation and amortization	10,915	7,289
General and administrative	38,323	16,778
Servicing costs	47,184	20,508
Interest expense	60,374	52,990
Other expense/(income)	7,502	(17,304)
Total expenses	364,462	316,979
Earnings before income taxes	457,332	872,891
Provision for income taxes	4,045	12,886
Net income	453,287	860,005
Net income attributable to non-controlling interests	431,357	812,020
Net income attributable to UWM Holdings Corporation	$ 21,930	$ 47,985
Earnings per share of Class A common stock (see Note 17):
Basic (in usd per share)	$ 0.24	$ 0.47
Diluted (in usd per share)	$ 0.22	$ 0.33
Weighted average shares outstanding:
Basic (in shares)	92,214,594	103,104,205
Diluted (in shares)	1,594,284,381	1,605,173,992

XML

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Total	Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other	Cumulative Effect, Period of Adoption, Adjustment	Common Class A	Common Class D	Common Stock Common Class A	Common Stock Common Class D	Additional  Paid-in Capital	Retained Earnings	Retained Earnings Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Non-controlling Interest	Non-controlling Interest Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other
Balance at beginning of period at Dec. 31, 2020	$ 2,374,280		$ 3,440					$ 24,839	$ 2,349,441		$ 3,440
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	860,005
Balance at end of period (in shares) at Mar. 31, 2021						103,104,205	1,502,069,787
Balance at end of period at Mar. 31, 2021	2,778,036					$ 10	$ 150	0	113,078			$ 2,664,798
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	676,249								47,985			628,264
Balance at beginning of period (in shares) at Jan. 21, 2021				103,104,205	1,502,069,787	103,104,205	1,502,069,787
Balance at beginning of period at Jan. 21, 2021	0					$ 10	$ 150	(24,839)	(2,164,975)			2,189,654
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Opening net liabilities of Gores Holdings IV, Inc. acquired	(75,381)								(75,381)
Dividend and distribution	(160,517)								(10,310)			(150,207)
Member distributions to SFS Corp.	(2,913)											(2,913)
Balance at end of period (in shares) at Mar. 31, 2021						103,104,205	1,502,069,787
Balance at end of period at Mar. 31, 2021	2,778,036					$ 10	$ 150	0	113,078			2,664,798
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	453,287								21,930			431,357
Member distributions	(450,621)											(450,621)
Balance at beginning of period (in shares) at Dec. 31, 2021				92,531,073	1,502,069,787	91,612,305	1,502,069,787
Balance at beginning of period at Dec. 31, 2021	3,171,001	$ 0				$ 9	$ 150	437	141,805	$ (15,648)		3,028,600	$ 15,648
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividend and distribution	$ (9,253)								(9,253)
Stock-based compensation expense (in shares)	925,198			918,768		918,768
Stock-based compensation expense	$ 1,828							105				1,723
Balance at end of period (in shares) at Mar. 31, 2022				92,531,073	1,502,069,787	92,531,073	1,502,069,787
Balance at end of period at Mar. 31, 2022	$ 3,166,242					$ 9	$ 150	$ 542	$ 138,834			$ 3,026,707

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 453,287	$ 860,005
Adjustments to reconcile net income to net cash provided by operating activities:
Reserve for representations and warranties	7,762	9,818
Capitalization of mortgage servicing rights	(645,437)	(599,389)
Change in fair value of mortgage servicing rights	(171,963)	59,259
Depreciation and amortization of premises & equipment, finance lease assets and debt issuance costs	11,909	7,981
Stock-based compensation expense	1,828	0
Decrease in fair value of investment securities	10,934	0
Decrease in fair value of warrants liability	(4,132)	(17,304)
(Increase) decrease in:
Mortgage loans at fair value	12,265,157	2,413,244
Derivative assets	(174,576)	(52,096)
Other assets	(173,090)	(309,033)
Increase (decrease) in:
Derivative liabilities	78,689	(10,758)
Other liabilities	91,395	275,290
Net cash provided by operating activities	11,751,763	2,637,017
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of premises and equipment	(6,102)	(9,815)
Net proceeds from sale of mortgage servicing rights	613,532	2,582
Proceeds from principal payments on investment securities	3,068	0
Net cash provided by (used in) investing activities	610,498	(7,233)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under warehouse lines of credit	(11,878,109)	(2,117,657)
Repayments of finance lease liabilities	(4,225)	(2,857)
Borrowings under equipment notes payable	0	453
Repayments under equipment notes payable	(226)	(1,557)
Borrowings under operating lines of credit	0	79,700
Proceeds from business combination transaction	0	895,134
Costs incurred related to business combination transaction	0	(11,260)
Dividends paid	(9,171)	0
Member distributions to SFS Corp.	(300,444)	(1,102,914)
Net cash used in financing activities	(12,192,175)	(2,260,958)
INCREASE IN CASH AND CASH EQUIVALENTS	170,086	368,826
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD	731,088	1,223,837
CASH AND CASH EQUIVALENTS, END OF THE PERIOD	901,174	1,592,663
SUPPLEMENTAL INFORMATION
Cash paid for interest	$ 37,923	$ 36,077

XML

Organization, Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Basis of Presentation and Summary of Significant Accounting Policies

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

UWM Holdings Corporation, through its consolidated subsidiaries (collectively, the "Company"), engages in the origination, sale and servicing of residential mortgage loans. The Company is organized in Delaware but based in Michigan, and originates and services loans throughout the U.S. The Company is approved as a Title II, non-supervised direct endorsement mortgagee with the U.S. Department of Housing and Urban Development (or “HUD”). In addition, the Company is an approved issuer with the Government National Mortgage Association (or “Ginnie Mae”), as well as an approved seller and servicer with the Federal National Mortgage Association (or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (or “Freddie Mac”).

The Company (f/k/a Gores Holdings IV, Inc.) was incorporated in Delaware on June 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 22, 2020, the Company entered into a Business Combination Agreement (the "Business Combination Agreement") by and among the Company, SFS Holding Corporation, a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC, a Michigan limited liability company (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company (“Holdings LLC” and, together with UWM, the “UWM Entities”). The business combination with the UWM Entities closed on January 21, 2021.

Prior to the closing of the business combination with the UWM Entities, SFS Corp. was the sole member of UWM, which had one unit authorized, issued and outstanding. On January 21, 2021, SFS Corp. contributed its equity interest in UWM to Holdings LLC and adopted the Amended and Restated Operating Agreement to admit Holdings LLC as UWM's sole member and its manager. Upon completion of the business combination transaction, (i) Holdings LLC issued approximately 6% of its units (Class A Common Units) to the Company, (ii) SFS Corp. retained approximately 94% of the units (Class B Common Units) in Holdings LLC and accordingly retained approximately 94% of the economic ownership interest of the combined company and (iii) Holdings LLC became a consolidated subsidiary of the Company, as the Company is the sole managing member of Holdings LLC. The economic interest in Holdings LLC owned by SFS Corp. is presented as a non-controlling interest in these condensed consolidated financial statements (see Note 11 - Non-Controlling Interests for further information).

Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company is organized in an “Up-C” structure in which UWM (the operating subsidiary) is held directly by Holdings LLC and the Company’s only material direct asset consists of Class A Common Units in Holdings LLC. The Company's current capital structure authorizes Class A common stock, Class B common stock, Class C common stock and Class D common stock. The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Immediately following the business combination transaction, there were 103,104,205 shares of Class A common stock outstanding, and 1,502,069,787 shares of non-economic Class D common stock outstanding (all of which were held by SFS Corp.), and no shares of Class B or Class C common stock outstanding. As of March 31, 2022, following the buyback of 11,498,330 shares offset by the issuance of 925,198 shares as equity compensation, there were 92,531,073 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding. Each Holdings LLC Class B Common Unit held by SFS Corp. may be exchanged, along with its stapled share of Class D common stock, for either, at the option of the Company, (a) cash or (b) one share of the Company’s Class B common stock (See Note 11 - Non-Controlling Interests). Each share of Class B Stock is convertible into one share of Class A Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. Pursuant to the Business Combination Agreement, SFS Corp. is entitled to receive an aggregate of up to 90,761,687 earn-out shares in the form of Class B Common Units in Holdings LLC and Class D common shares upon attainment of certain stock price targets prior to January 2026. There are four different triggering events that affect the number of earn-out shares that will be issued based upon the per share price of Class A common stock ranging from $13.00 to $19.00 per share. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the applicable guidance in U.S. GAAP. See Note 17 - Earnings Per Share for further information.

Basis of Presentation and Consolidation

The business combination transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP as UWM was determined to be the accounting acquirer, primarily due to the fact that SFS Corp. continues to control the Company through its ownership of the Class D common stock. Under this method of accounting, while the Company was the legal acquirer, it was treated as the acquired company for financial reporting purposes. Accordingly, the business combination transaction was treated as the equivalent of UWM issuing stock for the net assets of the Company, accompanied by a recapitalization, with the net assets of the Company stated at historical cost, with no goodwill or other intangible assets recorded. The net proceeds received from Gores Holdings IV, Inc. in the business combination transaction approximated $895.1 million, and the Company incurred approximately $16.0 million in costs related to the transaction which were charged to stockholders' equity upon the closing of the transaction. As part of the business combination transaction, the Company assumed the liability related to the Public and Private Warrants (described below) of $45.6 million. The Company’s financial statement presentation included in these condensed consolidated financial statements include the condensed consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.

The condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair statement of our results of operations, financial position and cash flows for the periods presented. However, our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Loans Eligible for Repurchase from Ginnie Mae

When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due) and the call option results in a more than trivial benefit to the Company, the previously sold assets are required to be re-recognized on the condensed consolidated balance sheets, regardless of the Company's intent to exercise its option to repurchase. The recognition of previously sold loans does not impact the accounting for the previously recognized MSRs. At March 31, 2022 and December 31, 2021, the Company had recorded Ginnie Mae pool loans as part of "Mortgage loans at fair value" totaling $391.1 million and $563.4 million, respectively, with related purchase liabilities equal to the gross amount of the loan recorded in "Accounts payable, accrued expenses and other" on the condensed consolidated balance sheets. At March 31, 2022 and December 31, 2021, the fair values of the Ginnie Mae pool loans were $384.0 million and $555.1 million, reflecting fair value adjustments of $7.1 million and $8.3 million, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under applicable U.S. GAAP. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in the U.S. and various state and local jurisdictions. The tax laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, the Company must make assumptions and judgements about how to interpret and apply complex tax laws to numerous transactions and business events, as well as make judgements regarding the timing of when certain items may affect taxable income.

Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation

allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.

Our interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. We recognize the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We record interest and penalties related to uncertain tax positions as a component of the income tax provision. See Note 15 – Income Taxes for further information.

Tax Receivable Agreement

In connection with the Business Combination Agreement, the Company entered into a Tax Receivable Agreement with SFS Corp. that will obligate the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from exchanges of Holdings LLC Common Units; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the tax receivable agreement; (iii) certain increases in tax basis resulting from payments the Company makes under the tax receivable agreement; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of section 704(c) of the Internal Revenue Code of 1986. The Company will retain the benefit of the remaining 15% of these tax savings. The Company recognized a liability of approximately $1.9 million for estimated amounts due under the Tax Receivable Agreement in connection with the business combination transaction. Subsequently, the liability is accounted for as a loss contingency, with changes in the liability measured and recorded when estimated amounts due under the Tax Receivable Agreement are probable and can be reasonably estimated and reported as part of other (income) expense in the condensed consolidated statements of operations. During the three months ended March 31, 2022, the Company recorded an additional liability of $0.7 million, representing 85% of the estimated tax benefits to the Company resulting from additional sales of MSRs during the first quarter of 2022. As of March 31, 2022, the total liability recorded for the Tax Receivable Agreement was approximately $14.6 million.

Related Party Transactions

The Company enters into various transactions with related parties. See Note 14 – Related Party Transactions for further information.

Public and Private Warrants

As part of Gores Holdings IV, Inc.'s initial public offering ("IPO") in January 2020, Gores Holdings IV, Inc. issued to third party investors 42.5 million units, consisting of one share of Class A common stock of Gores Holdings IV, Inc. and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores Holdings IV, Inc. completed the private sale of 5.25 million warrants to Gores Holdings IV, Inc.'s sponsor at a purchase price of $2.00 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Upon the closing of the business combination transaction, the Company had 10,624,987 Public Warrants and 5,250,000 Private Warrants outstanding.

The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the business combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company evaluated the Public and Private Warrants under applicable U.S. GAAP and concluded that they do not meet the criteria to be classified in stockholders’ equity due to certain terms of the warrants. Since the Public and Private Warrants meet the definition of derivatives, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the business combination transaction and subsequently (recorded within "Accounts payable, accrued expenses and other"), with the change in their respective fair values recognized in the condensed consolidated statement of operations (recorded within "Other (income)/expense").

Stock-Based Compensation

Effective upon the closing of the business combination transaction, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which was approved by stockholders on January 20, 2021. The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. The Company's Compensation Committee approved, effective April 2, 2021, the issuance of 3.2 million restricted stock units to the Company's team members. The restricted stock units had a grant date fair value of approximately $25.2 million. The restricted stock units vest over three years, 33% on each of February 1, 2022 and 2023 and 34% on February 1, 2024. In addition, the Compensation Committee approved the issuance of 1,000 RSUs to each of the Company's four non-employee directors which were fully vested upon issuance. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant and is included in "Salaries, commissions and benefits" on the condensed consolidated statements of operations. The Company made a policy election to recognize the effects of forfeitures as they occur.

Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which was subsequently amended by ASU No. 2021-1, Reference Rate Reform (Topic 848): Scope, which was issued in January 2021 and will remain effective through December 31, 2022. This guidance provides practical expedients to address existing guidance on contract modifications due to the expected market transition from the London Inter-bank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). The ASU was effective upon issuance on a prospective basis beginning January 1, 2020 and the Company may elect certain practical expedients as reference rate activities occur. The Company will evaluate its debt and other applicable contracts that are modified in the future to ensure they are eligible for modification relief and apply the practical expedients as needed. The Company does not anticipate this will have a material impact on its condensed consolidated financial statements and related disclosures.

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Mortgage Loans at Fair Value

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Mortgage Loans at Fair Value

MORTGAGE LOANS AT FAIR VALUE

The table below includes the estimated fair value and unpaid principal balance (“UPB”) of mortgage loans that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option has been elected for mortgage loans, as this accounting treatment best reflects the economic consequences of the Company’s mortgage origination and related hedging and risk management activities. The difference between the UPB and estimated fair value is made up of the premiums paid on mortgage loans, as well as the fair value adjustment as of the balance sheet date. The change in fair value adjustment is recorded in the “Loan production income” line item of the condensed consolidated statements of operations.

(In thousands)	March 31, 2022		December 31, 2021
Mortgage loans, unpaid principal balance	$	5,263,246	$	17,194,330
Premiums paid on mortgage loans	47,047		238,963
Fair value adjustment	(102,126)		40,031
Mortgage loans at fair value	$	5,208,167	$	17,473,324

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Derivatives

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

DERIVATIVES

The Company enters into IRLCs to originate residential mortgage loans at specified interest rates and terms within a specified period of time with customers who have applied for a loan and may meet certain credit and underwriting criteria. To determine the fair value of the IRLCs, each contract is evaluated based upon its stage in the application, approval and origination process for its likelihood of consummating the transaction (or “pullthrough”). Pullthrough is estimated based on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. Generally, the further into the process the more likely that the IRLC will convert to a loan. The blended average pullthrough rate was 83% and 86%, as of March 31, 2022 and December 31, 2021, respectively. The Company primarily uses forward loan sale commitments ("FLSCs") to economically hedge the IRLCs.

The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands):

	March 31, 2022							December 31, 2021
	Fair value							Fair value
	Derivative assets		Derivative liabilities		Notional Amount			Derivative assets		Derivative liabilities		Notional Amount
IRLCs	$	9,511	$	108,475	$	11,494,354	(a)	$	24,899	$	11,138	$	13,450,967	(a)
FLSCs	232,421		6,955		15,927,461			42,457		25,603		28,887,178
Total	$	241,932	$	115,430				$	67,356	$	36,741

(a)Adjusted for pullthrough rates of 83% and 86%, respectively.

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Accounts Receivable, Net

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Accounts Receivable, Net

ACCOUNTS RECEIVABLE, NET

The following summarizes accounts receivable, net (in thousands):

	March 31, 2022		December 31, 2021
Derivative settlements receivable	$	184,601	$	21,987
Servicing fees	169,433		136,981
Servicing advances	131,288		135,117
Investor receivables	49,796		44,192
Receivables from sale of servicing	44,810		13,503
Warehouse bank receivable	22,102		8,510
Origination receivables	19,057		56,569
Other receivables	111		127
Provision for current expected credit losses	(3,590)		(1,295)
Total Accounts Receivable, Net	$	617,608	$	415,691

The Company periodically evaluates the carrying value of accounts receivable balances with delinquent receivables being written-off based on specific credit evaluations and circumstances of the debtor.

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Mortgage Servicing Rights

3 Months Ended

Mar. 31, 2022

Transfers and Servicing [Abstract]

Mortgage Servicing Rights

MORTGAGE SERVICING RIGHTS

Mortgage servicing rights are recognized on the condensed consolidated balance sheets when loans are sold and the associated servicing rights are retained. The Company has elected the fair value option for all current classes of its MSRs. The Company determined its classes of MSRs based on how the Company manages risk. The Company's MSRs are measured at fair value, which is determined using a valuation model that calculates the present value of estimated future net servicing fee income. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various outside sources.

The unpaid principal balance of mortgage loans serviced approximated $303.4 billion and $319.8 billion at March 31, 2022 and December 31, 2021, respectively. Conforming conventional loans serviced by the Company have previously been sold to Fannie Mae and Freddie Mac on a non-recourse basis, whereby credit losses are generally the responsibility of Fannie Mae and Freddie Mac, and not the Company. Loans serviced for Ginnie Mae are insured by the FHA, guaranteed by the VA, or insured by other applicable government programs. While the above guarantees and insurance are the responsibility of those parties, the Company is still subject to potential losses related to its servicing of these loans. Those estimated losses are incorporated into the valuation of MSRs.

The following table summarizes changes in the MSR assets for the three months ended March 31, 2022 and 2021 (in thousands):

	For the three months ended March 31,
	2022		2021
Fair value, beginning of period	$	3,314,952	$	1,760,304
Capitalization of mortgage servicing rights	645,437		599,389
MSR sales	(656,670)		—
Changes in fair value:
Due to changes in valuation inputs or assumptions	390,980		197,802
Due to collection/realization of cash flows/other	(180,597)		(257,061)
Fair value, end of period	$	3,514,102	$	2,300,434

The following is a summary of the components of change in fair value of servicing rights as reported in the condensed consolidated statements of operations (in thousands):

	For the three months ended March 31,
	2022		2021
Changes in fair value:
Due to changes in valuation model or assumptions	$	390,980	$	197,802
Due to collection/realization of cash flows/other	(180,597)		(257,061)
Reserves and transaction costs on sales of servicing rights	(38,420)		—
Changes in fair value of mortgage servicing rights	$	171,963	$	(59,259)

During the the first quarter of 2022, the Company sold MSRs on loans with an aggregate UPB of approximately $56.6 billion for proceeds of approximately $656.7 million. Additionally, on March 31, 2022, the Company entered into an agreement to sell MSRs with an aggregate UPB of approximately $16.1 billion for proceeds of approximately $215.1 million, and the initial proceeds were not received until April 1, 2022. Accordingly, these MSR assets remained on the balance sheet at March 31, 2022. In connection with the sales of these MSRs, the Company recorded $38.4 million for its estimated obligation for protection provisions granted to the buyer and transaction costs, which is reflected as part of the change in fair value of MSRs in the condensed consolidated statements of operations.

The following table summarizes the loan servicing income recognized during the three months ended March 31, 2022 and 2021, respectively (in thousands):

	For the three months ended March 31,
	2022		2021
Contractual servicing fees	$	195,950	$	122,306
Late, ancillary and other fees	2,615		1,483
Loan servicing income	$	198,565	$	123,789

The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at March 31, 2022 and December 31, 2021, respectively:

	March 31, 2022							December 31, 2021
	Range					Weighted Average		Range					Weighted Average
Discount rates	8.5	%	—	14.5	%	9.2	%	9.0	%	—	14.5	%	9.6	%
Annual prepayment speeds	8.3	%	—	32.3	%	9.7	%	8.3	%	—	45.4	%	10.5	%
Cost of servicing	$74		—	$145		$81		$74		—	$162		$81

The hypothetical effect of an adverse change in these key assumptions would result in a decrease in fair values as follows at March 31, 2022 and December 31, 2021, respectively, (in thousands):

	March 31, 2022		December 31, 2021
Discount rate:
+ 10% adverse change – effect on value	$	(107,944)	$	(107,992)
+ 20% adverse change – effect on value	(208,454)		(208,567)
Prepayment speeds:
+ 10% adverse change – effect on value	$	(127,337)	$	(138,807)
+ 20% adverse change – effect on value	(245,820)		(267,964)
Cost of servicing:
+ 10% adverse change – effect on value	$	(34,885)	$	(37,370)
+ 20% adverse change – effect on value	(69,770)		(74,741)

These sensitivities are hypothetical and should be used with caution. As the table demonstrates, the Company’s methodology for estimating the fair value of MSRs is highly sensitive to changes in assumptions. For example, actual prepayment experience may differ and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption of the fair value of the MSRs is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may indicate higher prepayments; however, this may be partially offset by lower prepayments due to other factors such as a borrower’s diminished opportunity to refinance), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made as of a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time.

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Other Assets

3 Months Ended

Mar. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

OTHER ASSETS

The following summarizes other assets (in thousands):

	March 31, 2022		December 31, 2021
Prepaid insurance	$	24,920	$	28,249
Prepaid IT service and maintenance	24,540		26,236
Other	11,360		5,660
Total other assets	$	60,820	$	60,145

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Warehouse Lines of Credit

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Warehouse Lines of Credit

WAREHOUSE LINES OF CREDIT

The Company had the following warehouse lines of credit with financial institutions as of March 31, 2022 and December 31, 2021, respectively, (in thousands):

Warehouse Lines of Credit 1	Date of Initial Agreement With Warehouse Lender	Current Agreement Expiration Date	March 31, 2022		December 31, 2021
Master Repurchase Agreement ("MRA") Funding:
$150 Million	2/29/2012	5/24/2022	$	50,853	$	144,534
$200 Million	3/30/2018	9/5/2022	77,558		197,976
$400 Million	8/21/2012	10/20/2022	94,692		372,895
$300 Million	8/19/2016	11/9/2022	39,859		280,637
$250 Million	2/26/2016	12/22/2022	21,491		192,614
$1 Billion	7/10/2012	1/9/2023	131,988		963,495
$3.5 Billion2	12/31/2014	2/22/2023	916,427		3,349,395
$500 Million	3/7/2019	2/22/2023	108,875		1,230,017
$1 Billion	4/23/2021	4/23/2023	337,926		755,539
$2 Billion	10/30/2020	5/26/2023	232,987		1,163,447
$4 Billion	5/9/2019	7/28/2023	1,733,732		4,482,245
$700 Million	7/24/2020	8/30/2023	61,363		673,471
$1.5 Billion3	9/8/2020	9/18/2023	47,776		913,247
Early Funding:
$500 Million (ASAP + - see below)		No expiration	92,318		516,889
$1.5 Billion (EF - see below)		No expiration	128,984		718,537
			$	4,076,829	$	15,954,938
All interest rates are variable based on a spread to the one-month LIBOR rate.

1 An aggregate of $401.0 million of these line amounts is committed as of March 31, 2022.

2 Available line amount was reduced to $2.5 billion in April 2022.

3 Available line amount was reduced to $500 million in April 2022.

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, 2022, the amount outstanding through the ASAP+ program was approximately $92.3 million and $129.0 million was outstanding under the EF program.

In addition to the arrangements with Fannie Mae and Freddie Mac, we are also party to one early funding (or “gestation”) line with a financial institution. Through this arrangement, we enter into agreements to deliver certified pools consisting of mortgage loans securitized by Ginnie Mae, Fannie Mae, and/or Freddie Mac, as applicable, for the gestation line. As with the ASAP+ and EF programs, all mortgage loans under this gestation line must adhere to a set of eligibility criteria.

The gestation line has a transaction limit of $150.0 million, and it is an evergreen agreement with no stated termination or expiration date, but can be terminated by either party upon written notice. As of March 31, 2022, no amount was outstanding under this line.

As of March 31, 2022, the Company had pledged mortgage loans at fair value as collateral under the above warehouse lines of credit. The above agreements also contain covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income, as defined in the agreements. The Company was in compliance with all debt covenants as of March 31, 2022.

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Senior Notes

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Senior Notes

SENIOR NOTES

The following is a summary of the senior unsecured notes issued by the Company (in thousands):

Facility Type	Maturity Date	Interest Rate		Outstanding Balance at March 31, 2022			Outstanding Balance at December 31, 2021
2025 Senior unsecured notes(1)	11/15/2025	5.50	%	$	800,000		$	800,000
2029 Senior unsecured notes(2)	04/15/2029	5.50	%	700,000			700,000
2027 Senior unsecured notes(3)	06/15/2027	5.75	%	500,000			500,000
Total Unsecured Senior Notes				$	2,000,000		$	2,000,000
Weighted average interest rate				5.56		%	5.56		%

(1) Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $7.9 million and $8.5 million as of March 31, 2022 and December 31, 2021, respectively.

(2) Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $6.2 million and $6.4 million as of March 31, 2022 and December 31, 2021, respectively.

(3) Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $4.8 million and $5.0 million as of March 31, 2022 and December 31, 2021, respectively.

On November 3, 2020, the Company's 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, beginning on May 15, 2021.

On or after November 15, 2022, the Company may, at its option, redeem the 2025 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: November 15, 2022 at 102.750%; November 15, 2023 at 101.375%; or November 15, 2024 until maturity at 100%, of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to November 15, 2022, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes originally issued at a redemption price of 105.500% of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2025 Senior Notes prior to November 15, 2022 at a price equal to 100% of the principal amount redeemed plus a “make-whole” premium, plus accrued and unpaid interest.

On April 7, 2021, the Company's consolidated subsidiary, UWM, issued $700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2029 Senior Notes is due semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021.

On or after April 15, 2024, the Company may, at its 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. Prior to April 15, 2024, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2029 Senior Notes originally issued at a redemption price of 105.500% of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2029 Senior Notes prior to April 15, 2024 at a price equal to 100% of the principal amount redeemed plus a “make-whole” premium, plus accrued and unpaid interest.

On November 22, 2021, the Company's consolidated subsidiary, UWM, issued $500.0 million in aggregate principal amount of senior unsecured notes due June 15, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes accrue interest at a rate

of 5.750% per annum. Interest on the 2027 Senior Notes is due semi-annually on June 15 and December 15 of each year, beginning on June 15, 2022.

On or after June 15, 2024, the Company may, at its option, redeem the 2027 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: June 15, 2024 at 102.875%; June 15, 2025 at 101.438%; or June 15, 2026 until maturity at 100.000%, of the principal amount of the 2027 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to June 15, 2024, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes originally issued at a redemption price of 105.75% of the principal amount of the 2027 Senior Notes redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2027 Senior Notes prior to June 15, 2024 at a price equal to 100% of the principal amount redeemed plus a "make-whole" premium, plus accrued and unpaid interest.

The indentures governing the 2025, 2029 and 2027 Senior Notes contain operating covenants and restrictions, subject to a number of exceptions and qualifications. The Company was in compliance with the terms of the indentures as of March 31, 2022.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Representations and Warranties Reserve

Loans sold to investors which the Company believes met investor and agency underwriting guidelines at the time of sale may be subject to repurchase in the event of specific default by the borrower or subsequent discovery that underwriting or documentation standards were not explicitly satisfied. The Company may, upon mutual agreement, indemnify the investor against future losses on such loans or be subject to other guaranty requirements and subject to loss. The Company initially records its exposure under such guarantees at estimated fair value upon the sale of the related loan, within "Accounts payable, accrued expenses, and other" as well as within loan production income, and continues to evaluate its on-going exposures in subsequent periods. The reserve is estimated based on the Company’s assessment of its contingent and non-contingent obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant’s potential readiness to stand by to perform on such obligations. The Company repurchased $88.2 million and $41.6 million of loans during the three months ended March 31, 2022 and 2021, respectively, related to its representations and warranties obligations.

The activity of the representations and warranties reserve was as follows (in thousands):

	For the three months ended March 31,
	2022		2021
Balance, beginning of period	$	86,762	$	69,542
Reserve charged to operations	7,762		9,818
Losses realized, net	(10,472)		(10,063)
Balance, end of period	$	84,052	$	69,297

Commitments to Originate Loans

As of March 31, 2022, the Company had agreed to extend credit to potential borrowers for approximately $28.3 billion. These contracts represent off balance sheet credit risk where the Company may be required to extend credit to these borrowers based on the prevailing interest rates and prices at the time of execution.

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Variable Interest Entities

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

VARIABLE INTEREST ENTITIES

Upon completion of the business combination transaction described in Note 1, the Company became the managing member of Holdings LLC with 100% of the management and voting power in Holdings LLC. In its capacity as managing member, the Company has the sole authority to make decisions on behalf of Holdings LLC and bind Holdings LLC to signed agreements. Further, Holdings LLC maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights.

Management concluded that the Company is Holdings LLC’s primary beneficiary. As the primary beneficiary, the Company consolidates the results and operations of Holdings LLC for financial reporting purposes under the variable interest entity (VIE) consolidation model.

The Company's relationship with Holdings LLC results in no recourse to the general credit of the Company. Holdings LLC and its consolidated subsidiaries represents the Company's sole investment. The Company shares in the income and losses of Holdings LLC in direct proportion to the Company's ownership interest. Further, the Company has no contractual requirement to provide financial support to Holdings LLC.

The Company's financial position, performance and cash flows effectively represent those of Holdings LLC and its consolidated subsidiaries as of and for the three months ended March 31, 2022.

In 2021, the Company's consolidated subsidiary, UWM, began selling some of the mortgage loans that it originates through private label securitization transactions. In executing these transactions, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The securitization entities are funded through the issuance of beneficial interests in the securitized assets. The beneficial interests take the form of trust certificates, some of which are sold to investors and some of which may be retained by the Company due to regulatory requirements. Retained beneficial interests consist of a 5% vertical interest in the assets of the securitization trusts, in order to comply with the risk retention requirements applicable to certain of the Company's securitization transactions. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts, and these investments are presented as “Investment securities at fair value, pledged” in the condensed consolidated balance sheet as of March 31, 2022 and December 31, 2021. Changes in the fair value of these retained beneficial interests are reported as part of "other (income)/expense" in the condensed consolidated statements of operations for the three months ended March 31, 2022. The Company also retains the servicing rights on the securitized mortgage loans. The Company has accounted for these transactions as sales of financial assets.

The securitization trusts that purchase the mortgage loans from the Company and securitize those mortgage loans are VIEs, and the Company holds variable interests in certain of these entities. Because the Company does not have the obligation to absorb the VIEs’ losses or the right to receive benefits from the VIEs’ that could potentially be significant to the VIEs, the Company is not the primary beneficiary of these securitization trusts and is not required to consolidate these VIEs. The Company separately entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts, which have been accounted for as borrowings against investment securities. As of March 31, 2022, $135.7 million of the $138.4 million of investment securities at fair value have been pledged as collateral for these borrowings against investment securities. The outstanding principal balance of these borrowings was approximately $118.8 million with remaining maturities ranging from approximately four to eight months as of March 31, 2022, and interest rates based on twelve-month LIBOR plus a spread. Our maximum exposure to loss in these non-consolidated VIEs is limited to the retained beneficial interests in the securitization trusts.

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Non-controlling Interests

3 Months Ended

Mar. 31, 2022

Noncontrolling Interest [Abstract]

Non-controlling Interests

NON-CONTROLLING INTERESTS

The non-controlling interest balance represents the economic interest in Holdings LLC held by SFS Corp. The following table summarizes the ownership of units in Holdings LLC as of March 31, 2022:

	Common Units	Ownership Percentage
UWM Holdings Corporation ownership of Class A Common Units	92,531,073	5.8	%
SFS Corp. ownership of Class B Common Units	1,502,069,787	94.2	%
Balance at end of period	1,594,600,860	100.0	%

The non-controlling interest holders have the right to exchange Class B Common Units, together with a corresponding number of shares of our Class D common stock or Class C common stock (together referred to as “Stapled Interests”), for, at the Company's option, (i) shares of the Company's Class B common stock or Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Company's Class A common stock). As such, future exchanges of Stapled Interests by non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital or retained earnings when Holdings LLC has positive or negative net assets, respectively. As of March 31, 2022, SFS Corp. has not exchanged any Stapled Interests.

During the three months ended March 31, 2022, the Company issued 918,768 shares of Class A common stock related to the vesting of RSUs under its stock-based compensation plan. The Company did not repurchase nor retire any shares of Class A common stock during the three months ended March 31, 2022, pursuant to the Board's authorization of the share repurchase program on May 9, 2021. This resulted in an equivalent increase in the number of Class A Common Units of Holdings LLC held by the Company, and a remeasurement of the non-controlling interest in Holdings LLC due to the change in relative ownership of Holdings LLC with no change in control. The impact of the re-measurement of the non-controlling interest is reflected in the condensed consolidated statement of changes in equity.

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Regulatory Net Worth Requirements	3 Months Ended
	Mar. 31, 2022
Mortgage Banking [Abstract]
Regulatory Net Worth Requirements	REGULATORY NET WORTH REQUIREMENTSCertain secondary market agencies and state regulators require UWM to maintain minimum net worth and capital requirements to remain in good standing with the agencies. Noncompliance with an agency’s requirements can result in such agency taking various remedial actions up to and including terminating UWM’s ability to sell loans to and service loans on behalf of the respective agency. UWM is required to maintain a minimum net worth, minimum capital ratio and minimum liquidity requirements established by HUD, Ginnie Mae, Freddie Mac and Fannie Mae. As of March 31, 2022, the most restrictive of the these requirements require UWM to maintain a minimum net worth of $761.1 million, liquidity of $98.5 million and a minimum capital ratio of 6%. At March 31, 2022, UWM exceeded all of these requirements for all three of these entities.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Fair value is defined under U.S. GAAP as the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2 and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions.

Fair value measurements are classified in the following manner:

Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date.

Level 3—Valuation is based on the Company’s or others’ models using significant unobservable assumptions at the measurement date that a market participant would use.

In determining fair value measurements, the Company uses observable inputs whenever possible. The level of a fair value measurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, such prices are used in the measurements. If observable market data is not available at the measurement date, judgment is required to measure fair value.

The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of March 31, 2022 or December 31, 2021.

Mortgage loans at fair value: The Company has elected the fair value option for mortgage loans. Accordingly, the fair values of mortgage loans are based on valuation models that use the market price for similar loans sold in the secondary market. As these prices are derived from market observable inputs, they are categorized as Level 2.

IRLCs: The Company's interest rate lock commitments are derivative instruments that are recorded at fair

value based on valuation models that use the market price for similar loans sold in the secondary market. The interest rate lock

commitments are then subject to an estimated loan funding probability, or “pullthrough rate.” Given the significant and unobservable nature of the pullthrough rate assumption, IRLC fair value measurements are classified as Level 3.

MSRs: The fair value of MSRs is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various outside sources. These fair value measurements are classified as Level 3.

FLSCs: The Company enters into forward loan sales commitments to sell certain mortgage loans which are recorded at fair value based on valuation models. The Company’s expectation of the amount of its interest rate lock commitments that will ultimately close is a factor in determining the position. The valuation models utilize the fair value of related mortgage loans determined using observable market data and therefore the fair value measurements of these commitments are categorized as Level 2.

Investment securities at fair value, pledged: The Company occasionally sells mortgage loans that it originates through private label securitization transactions. In executing these securitizations, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts. The fair value of these investment securities is primarily based on observable market data and therefore categorized as Level 2.

Public and Private Warrants: The fair value of Public Warrants is based on the price of trades of these securities in active markets and therefore categorized as Level 1. The fair value of the Private Warrants is based on observable market data and therefore categorized as Level 2.

Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands):

	March 31, 2022
Description	Level 1		Level 2		Level 3		Total
Assets:
Mortgage loans at fair value	$	—	$	5,208,167	$	—	$	5,208,167
IRLCs	—		—		9,511		9,511
FLSCs	—		232,421		—		232,421
Investment securities at fair value, pledged	—		138,417		—		138,417
Mortgage servicing rights	—		—		3,514,102		3,514,102
Total assets	$	—	$	5,579,005	$	3,523,613	$	9,102,618
Liabilities:
IRLCs	$	—	$	—	$	108,475	$	108,475
FLSCs	—		6,955		—		6,955
Public and Private Warrants	4,038		1,286		—		5,324
Total liabilities	$	4,038	$	8,241	$	108,475	$	120,754
	December 31, 2021
Description	Level 1		Level 2		Level 3		Total
Assets:
Mortgage loans at fair value	$	—	$	17,473,324	$	—	$	17,473,324
IRLCs	—		—		24,899		24,899
FLSCs	—		42,457		—		42,457
Investment securities at fair value, pledged	—		152,263		—		152,263
Mortgage servicing rights	—		—		3,314,952		3,314,952
Total assets	$	—	$	17,668,044	$	3,339,851	$	21,007,895
Liabilities:
IRLCs	$	—	$	—	$	11,138	$	11,138
FLSCs	—		25,603		—		25,603
Public and Private Warrants	6,286		3,170		—		9,456
Total liabilities	$	6,286	$	28,773	$	11,138	$	46,197

The following table presents quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs:

Unobservable Input - IRLCs	March 31, 2022		December 31, 2021
Pullthrough rate (weighted avg)	83	%	86	%

Refer to Note 5 - Mortgage Servicing Rights for further information on the unobservable inputs used in measuring the fair value of the Company’s MSRs and for the roll-forward of MSRs for the three months ended March 31, 2022.

Level 3 Issuances and Transfers

The Company enters into IRLCs which are considered derivatives. If the contract converts to a loan, the implied value, which is solely based upon interest rate changes, is incorporated in the basis of the fair value of the loan. If the IRLC does not convert to a loan, the basis is reduced to zero as the contract has no continuing value. The Company does not track the basis of the individual IRLCs that convert to a loan, as that amount has no relevance to the presented condensed consolidated financial statements.

Other Financial Instruments

The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands):

	March 31, 2022				December 31, 2021
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
2025 Senior Notes, due 11/15/25	$	792,061	$	776,528	$	791,513	$	820,232
2029 Senior Notes, due 4/15/29	693,839		622,237		693,623		686,623
2027 Senior Notes, due 6/15/27	495,206		465,775		494,976		500,860
	$	1,981,106	$	1,864,540	$	1,980,112	$	2,007,715

The fair value of the 2025, 2029 and 2027 Senior Notes was estimated using Level 2 inputs, including observable trading information in inactive markets.

Due to their nature and respective terms (including the variable interest rates on warehouse and operating lines of credit and borrowings against investment securities), the carrying value of cash and cash equivalents, receivables, payables, equipment notes payable, borrowings against investment securities and warehouse and operating lines of credit approximate their fair value as of March 31, 2022 and December 31, 2021, respectively.

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Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

Related Party Transactions

RELATED PARTY TRANSACTIONS

The Company has engaged in the following significant related party transactions in the three months ended March 31, 2022 and 2021:

•The Company’s corporate campus is located in buildings and on land that are owned by entities controlled by the Company’s founder and its CEO and leased by the Company from these entities. The Company also makes leasehold improvements to these properties for the benefit of the Company, for which the Company is responsible pursuant to the terms of the lease agreements;

•Legal services are provided to the Company by a law firm in which the Company’s founder is a partner;

•The Company leases aircraft owned by entities controlled by the Company’s CEO to facilitate travel of Company executives for business purposes;

•Home appraisal contracting and review services are provided by home appraisal management companies, one of which was partially owned by the Company’s CEO (prior to March 31, 2021) and an executive of the Company and a member of the Company's board of directors was also on the board of directors of this home appraisal management company prior to March 31, 2021, the second of which is owned by the CEO's brother who is also a member of the Company's board of directors. Each agreement with the home appraisal management companies is for an initial twelve-month term which automatically renews for successive twelve month periods unless sooner terminated by the Company upon prior notice. Additionally, each such agreement is on substantially similar terms and conditions, including with regard to pricing, as the Company's other agreements for such services.

•Employee lease agreements, pursuant to which the Company’s team members provide certain administrative services to entities controlled by the Company’s founder and its CEO in exchange for fees paid by these entities to the Company.

For the three months ended March 31, 2022, the Company made payments of approximately $5.5 million to various companies related through common ownership, comprised of approximately $5.2 million in rent and other occupancy related fees, $0.2 million in legal fees, and $0.1 million in direct origination costs and other general and administrative expenses for the three months ended March 31, 2022.

For the three months ended March 31, 2021, the Company made payments of approximately $4.1 million to various companies related through common ownership, comprised of approximately $3.8 million in rent and other occupancy related fees, $0.2 million in legal fees, $0.1 million in direct origination costs and other general and administrative expenses for the three months ended March 31, 2021.

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Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure, under which the net income attributable to the non-controlling interest is not subject to tax.

Following the closing of the Business Combination Agreement, UWM is treated as single member LLC owned by Holdings LLC. As a single member LLC, all taxable income or loss generated by UWM will pass through and be included in the income or loss of Holdings LLC. As a partnership, Holdings LLC is not subject to U.S. federal or most state and local incomes taxes. Any taxable income or loss generated by Holdings LLC after the Company’s acquisition of its portion of Holdings LLC is passed through and included in the taxable income or loss of its members, including the Company, in accordance with the terms of the Holdings LLC Agreement. The Company is a C Corporation and is subject to U.S. federal, state and local income taxes with respect to its attributable share of any taxable income of Holdings LLC.

The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision and estimate of the Company’s annual effective tax rate are subject to variation due to several factors including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments.

For the three months ended March 31, 2022 and 2021, the Company’s effective tax rate was 0.88% and 1.48%, respectively. The variations between the Company’s effective tax rate and the U.S. statutory rate are primarily due to the portion (approximately 94%) of the Company’s earnings attributable to non-controlling interests, and the fact that the Company's interest in Holdings LLC was acquired as part of the business combination transaction on January 21, 2021. The effective tax rate calculation for the the three months ended March 31, 2021 includes income only from January 21, 2021 to March 31, 2021, which represents the period in which the Company had an ownership interest in Holdings LLC.

The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.

The Company recognizes uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination. As of March 31, 2022, the Company has not recognized any uncertain tax positions. The Company accrues interest and penalties related to uncertain tax positions as a component of the income tax provision. No interest or penalties were recognized in income tax expense for the three months ended March 31, 2022 or 2021. The Company may be subject to potential examination by U.S. federal or state jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal or state tax laws. Both 2019 and 2020 remain open under applicable statute of limitations with relevant taxing authorities.

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

STOCK-BASED COMPENSATION

Pursuant to the 2020 Plan, the Company reserved a total of 80,000,000 shares of common stock for issuance of stock-based compensation awards. There are currently only RSUs granted under the 2020 Plan, which were granted at the beginning of second quarter 2021 to all team members that were active employees as of January 21, 2021. In addition, the Company granted shares to non-employee directors that were fully vested upon grant.

The following is a summary of RSU activity for the three months ended March 31, 2022:

	For the three months ended March 31, 2022
	Shares	Weighted Average Grant Date Fair Value
Unvested - beginning of period	2,812,320	$	7.75
Vested 1	(918,768)	7.75
Forfeited	(67,416)	7.75
Unvested - end of period	1,826,136

1 The RSUs vest in accordance with the following schedule: 33% vested on February 1, 2022, 33% vest on February 1, 2023 and the remaining 34% vest on February 1, 2024.

Stock-based compensation expense recognized for the three months ended March 31, 2022 was $1.8 million. As of March 31, 2022, there was $13.0 million of unrecognized compensation expense related to unvested awards which is expected to be recognized over a weighted average period of 1.9 years.

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Earnings Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHARE

As of March 31, 2022, the Company had two classes of economic shares authorized - Class A and Class B common stock. The Company applies the two-class method for calculating earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class B common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the board of directors. RSUs awarded as part of the Company’s stock compensation plan are included in weighted-average Class A shares outstanding in the calculation of basic earnings per share once the RSUs are vested and shares are issued.

Basic earnings per share of Class A common stock and Class B common stock is computed by dividing net income by the weighted-average number of shares of Class A common stock and Class B common stock outstanding during the period. Diluted earnings per share of Class A common stock and Class B common stock is computed by dividing net income by the weighted-average number of shares of Class A common stock or Class B common stock, respectively, outstanding adjusted to give effect to potentially dilutive securities. See Note 11, Non-Controlling Interests for a description of the Stapled Interests. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - for additional information related to the Company's capital structure.

Earnings per share for the three months ended March 31, 2021 is based on earnings for the period from January 21, 2021 to March 31, 2021, which represents the period in which the Company had outstanding Class A common stock. There was no Class B common stock outstanding as of March 31, 2022 or March 31, 2021.

The following table sets forth the calculation of basic and diluted earnings per share for the three-month periods ended March 31, 2022 and 2021 (in thousands, except shares and per share amounts):

	For the three months ended March 31,
	2022		2021
Net income	$	453,287	$	860,005
Net income attributable to non-controlling interests	431,357		812,020
Net income attributable to UWMC	21,930		47,985
Numerator:
Net income attributable to Class A common shareholders	$	21,930	$	47,985
Net income attributable to Class A common shareholders - diluted	$	350,011	$	524,151
Denominator:
Weighted average shares of Class A common stock outstanding - basic	92,214,594		103,104,205
Weighted average shares of Class A common stock outstanding - diluted	1,594,284,381		1,605,173,992
Earnings per share of Class A common stock outstanding - basic	$	0.24	$	0.47
Earnings per share of Class A common stock outstanding - diluted	$	0.22	$	0.33

For purposes of calculating diluted earnings per share, it was assumed that all Class D common stock was exchanged for Class B common stock and converted to Class A common stock under the if-converted method, and it was determined that

the conversion is dilutive. Under the if-converted method, all of the Company's net income for the applicable periods is attributable to Class A common shareholders. The net income of the Company under the if-converted method is calculated using a blended statutory effective tax rate.

The Public and Private Warrants were not in the money and the triggering events for the issuance of earn-out shares were not met during either the three months ended March 31, 2022 or 2021. Therefore, these potentially dilutive securities were excluded from the computation of diluted earnings per share. Unvested RSUs have been considered in the calculations of diluted earnings per share for the three months ended March 31, 2022 and 2021 using the treasury stock method and the impact was immaterial.

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Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

In the first quarter 2022, the Company's Board of Directors (the "Board") declared a dividend of $0.10 per share of Class A Common Stock for an aggregate of $9.3 million. Concurrently with this declaration, the Board, in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, approved a proportional distribution of $150.2 million from Holdings LLC to SFS Corp. with respect to the Class B Units of Holdings LLC. The dividend and the distribution were paid on April 12, 2022.

On March 31, 2022, the Company entered into an agreement to sell MSRs with an aggregate UPB of approximately $16.1 billion, for proceeds of approximately $215.1 million, the initial portion of which was received on April 1, 2022.

Subsequent to March 31, 2022, the Board declared a cash dividend of $0.10 per share on the outstanding shares of Class A common stock. The dividend is payable on July 11, 2022 to stockholders of record at the close of business on June 21, 2022. Additionally, the Board approved a proportional distribution to SFS Corp. of $150.2 million which is payable on July 11, 2022.

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Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

UWM Holdings Corporation, through its consolidated subsidiaries (collectively, the "Company"), engages in the origination, sale and servicing of residential mortgage loans. The Company is organized in Delaware but based in Michigan, and originates and services loans throughout the U.S. The Company is approved as a Title II, non-supervised direct endorsement mortgagee with the U.S. Department of Housing and Urban Development (or “HUD”). In addition, the Company is an approved issuer with the Government National Mortgage Association (or “Ginnie Mae”), as well as an approved seller and servicer with the Federal National Mortgage Association (or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (or “Freddie Mac”).

The Company (f/k/a Gores Holdings IV, Inc.) was incorporated in Delaware on June 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 22, 2020, the Company entered into a Business Combination Agreement (the "Business Combination Agreement") by and among the Company, SFS Holding Corporation, a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC, a Michigan limited liability company (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company (“Holdings LLC” and, together with UWM, the “UWM Entities”). The business combination with the UWM Entities closed on January 21, 2021.

Prior to the closing of the business combination with the UWM Entities, SFS Corp. was the sole member of UWM, which had one unit authorized, issued and outstanding. On January 21, 2021, SFS Corp. contributed its equity interest in UWM to Holdings LLC and adopted the Amended and Restated Operating Agreement to admit Holdings LLC as UWM's sole member and its manager. Upon completion of the business combination transaction, (i) Holdings LLC issued approximately 6% of its units (Class A Common Units) to the Company, (ii) SFS Corp. retained approximately 94% of the units (Class B Common Units) in Holdings LLC and accordingly retained approximately 94% of the economic ownership interest of the combined company and (iii) Holdings LLC became a consolidated subsidiary of the Company, as the Company is the sole managing member of Holdings LLC. The economic interest in Holdings LLC owned by SFS Corp. is presented as a non-controlling interest in these condensed consolidated financial statements (see Note 11 - Non-Controlling Interests for further information).

Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company is organized in an “Up-C” structure in which UWM (the operating subsidiary) is held directly by Holdings LLC and the Company’s only material direct asset consists of Class A Common Units in Holdings LLC. The Company's current capital structure authorizes Class A common stock, Class B common stock, Class C common stock and Class D common stock. The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Immediately following the business combination transaction, there were 103,104,205 shares of Class A common stock outstanding, and 1,502,069,787 shares of non-economic Class D common stock outstanding (all of which were held by SFS Corp.), and no shares of Class B or Class C common stock outstanding. As of March 31, 2022, following the buyback of 11,498,330 shares offset by the issuance of 925,198 shares as equity compensation, there were 92,531,073 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding. Each Holdings LLC Class B Common Unit held by SFS Corp. may be exchanged, along with its stapled share of Class D common stock, for either, at the option of the Company, (a) cash or (b) one share of the Company’s Class B common stock (See Note 11 - Non-Controlling Interests). Each share of Class B Stock is convertible into one share of Class A Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. Pursuant to the Business Combination Agreement, SFS Corp. is entitled to receive an aggregate of up to 90,761,687 earn-out shares in the form of Class B Common Units in Holdings LLC and Class D common shares upon attainment of certain stock price targets prior to January 2026. There are four different triggering events that affect the number of earn-out shares that will be issued based upon the per share price of Class A common stock ranging from $13.00 to $19.00 per share. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the applicable guidance in U.S. GAAP. See Note 17 - Earnings Per Share for further information.

Basis of Presentation

Basis of Presentation and Consolidation

The business combination transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP as UWM was determined to be the accounting acquirer, primarily due to the fact that SFS Corp. continues to control the Company through its ownership of the Class D common stock. Under this method of accounting, while the Company was the legal acquirer, it was treated as the acquired company for financial reporting purposes. Accordingly, the business combination transaction was treated as the equivalent of UWM issuing stock for the net assets of the Company, accompanied by a recapitalization, with the net assets of the Company stated at historical cost, with no goodwill or other intangible assets recorded. The net proceeds received from Gores Holdings IV, Inc. in the business combination transaction approximated $895.1 million, and the Company incurred approximately $16.0 million in costs related to the transaction which were charged to stockholders' equity upon the closing of the transaction. As part of the business combination transaction, the Company assumed the liability related to the Public and Private Warrants (described below) of $45.6 million. The Company’s financial statement presentation included in these condensed consolidated financial statements include the condensed consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.

The condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair statement of our results of operations, financial position and cash flows for the periods presented. However, our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Consolidation

Basis of Presentation and Consolidation

The business combination transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP as UWM was determined to be the accounting acquirer, primarily due to the fact that SFS Corp. continues to control the Company through its ownership of the Class D common stock. Under this method of accounting, while the Company was the legal acquirer, it was treated as the acquired company for financial reporting purposes. Accordingly, the business combination transaction was treated as the equivalent of UWM issuing stock for the net assets of the Company, accompanied by a recapitalization, with the net assets of the Company stated at historical cost, with no goodwill or other intangible assets recorded. The net proceeds received from Gores Holdings IV, Inc. in the business combination transaction approximated $895.1 million, and the Company incurred approximately $16.0 million in costs related to the transaction which were charged to stockholders' equity upon the closing of the transaction. As part of the business combination transaction, the Company assumed the liability related to the Public and Private Warrants (described below) of $45.6 million. The Company’s financial statement presentation included in these condensed consolidated financial statements include the condensed consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.

The condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair statement of our results of operations, financial position and cash flows for the periods presented. However, our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Use of Estimates

Use of EstimatesThe preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Loans Eligible for Repurchase from Ginnie Mae

Loans Eligible for Repurchase from Ginnie MaeWhen the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due) and the call option results in a more than trivial benefit to the Company, the previously sold assets are required to be re-recognized on the condensed consolidated balance sheets, regardless of the Company's intent to exercise its option to repurchase. The recognition of previously sold loans does not impact the accounting for the previously recognized MSRs.

Income Taxes and Tax Receivable Agreement

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under applicable U.S. GAAP. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in the U.S. and various state and local jurisdictions. The tax laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, the Company must make assumptions and judgements about how to interpret and apply complex tax laws to numerous transactions and business events, as well as make judgements regarding the timing of when certain items may affect taxable income.

Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation

allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.

Our interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. We recognize the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We record interest and penalties related to uncertain tax positions as a component of the income tax provision. See Note 15 – Income Taxes for further information.

Tax Receivable Agreement

In connection with the Business Combination Agreement, the Company entered into a Tax Receivable Agreement with SFS Corp. that will obligate the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from exchanges of Holdings LLC Common Units; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the tax receivable agreement; (iii) certain increases in tax basis resulting from payments the Company makes under the tax receivable agreement; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of section 704(c) of the Internal Revenue Code of 1986. The Company will retain the benefit of the remaining 15% of these tax savings. The Company recognized a liability of approximately $1.9 million for estimated amounts due under the Tax Receivable Agreement in connection with the business combination transaction. Subsequently, the liability is accounted for as a loss contingency, with changes in the liability measured and recorded when estimated amounts due under the Tax Receivable Agreement are probable and can be reasonably estimated and reported as part of other (income) expense in the condensed consolidated statements of operations. During the three months ended March 31, 2022, the Company recorded an additional liability of $0.7 million, representing 85% of the estimated tax benefits to the Company resulting from additional sales of MSRs during the first quarter of 2022.

Related Party Transactions

Related Party Transactions

The Company enters into various transactions with related parties. See Note 14 – Related Party Transactions for further information.

Public and Private Warrants

Public and Private Warrants

As part of Gores Holdings IV, Inc.'s initial public offering ("IPO") in January 2020, Gores Holdings IV, Inc. issued to third party investors 42.5 million units, consisting of one share of Class A common stock of Gores Holdings IV, Inc. and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores Holdings IV, Inc. completed the private sale of 5.25 million warrants to Gores Holdings IV, Inc.'s sponsor at a purchase price of $2.00 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Upon the closing of the business combination transaction, the Company had 10,624,987 Public Warrants and 5,250,000 Private Warrants outstanding.

The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the business combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company evaluated the Public and Private Warrants under applicable U.S. GAAP and concluded that they do not meet the criteria to be classified in stockholders’ equity due to certain terms of the warrants. Since the Public and Private Warrants meet the definition of derivatives, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the business combination transaction and subsequently (recorded within "Accounts payable, accrued expenses and other"), with the change in their respective fair values recognized in the condensed consolidated statement of operations (recorded within "Other (income)/expense").

Stock-Based Compensation

Stock-Based CompensationEffective upon the closing of the business combination transaction, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which was approved by stockholders on January 20, 2021. The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. The Company's Compensation Committee approved, effective April 2, 2021, the issuance of 3.2 million restricted stock units to the Company's team members. The restricted stock units had a grant date fair value of approximately $25.2 million. The restricted stock units vest over three years, 33% on each of February 1, 2022 and 2023 and 34% on February 1, 2024. In addition, the Compensation Committee approved the issuance of 1,000 RSUs to each of the Company's four non-employee directors which were fully vested upon issuance. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant and is included in "Salaries, commissions and benefits" on the condensed consolidated statements of operations. The Company made a policy election to recognize the effects of forfeitures as they occur.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting PronouncementsIn March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which was subsequently amended by ASU No. 2021-1, Reference Rate Reform (Topic 848): Scope, which was issued in January 2021 and will remain effective through December 31, 2022. This guidance provides practical expedients to address existing guidance on contract modifications due to the expected market transition from the London Inter-bank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). The ASU was effective upon issuance on a prospective basis beginning January 1, 2020 and the Company may elect certain practical expedients as reference rate activities occur. The Company will evaluate its debt and other applicable contracts that are modified in the future to ensure they are eligible for modification relief and apply the practical expedients as needed. The Company does not anticipate this will have a material impact on its condensed consolidated financial statements and related disclosures.

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Mortgage Loans at Fair Value (Tables)

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Summary of Reconciliation of Changes in Mortgage Loans at Fair Value

The table below includes the estimated fair value and unpaid principal balance (“UPB”) of mortgage loans that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option has been elected for mortgage loans, as this accounting treatment best reflects the economic consequences of the Company’s mortgage origination and related hedging and risk management activities. The difference between the UPB and estimated fair value is made up of the premiums paid on mortgage loans, as well as the fair value adjustment as of the balance sheet date. The change in fair value adjustment is recorded in the “Loan production income” line item of the condensed consolidated statements of operations.

(In thousands)	March 31, 2022		December 31, 2021
Mortgage loans, unpaid principal balance	$	5,263,246	$	17,194,330
Premiums paid on mortgage loans	47,047		238,963
Fair value adjustment	(102,126)		40,031
Mortgage loans at fair value	$	5,208,167	$	17,473,324

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Derivatives (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands):

	March 31, 2022							December 31, 2021
	Fair value							Fair value
	Derivative assets		Derivative liabilities		Notional Amount			Derivative assets		Derivative liabilities		Notional Amount
IRLCs	$	9,511	$	108,475	$	11,494,354	(a)	$	24,899	$	11,138	$	13,450,967	(a)
FLSCs	232,421		6,955		15,927,461			42,457		25,603		28,887,178
Total	$	241,932	$	115,430				$	67,356	$	36,741

(a)Adjusted for pullthrough rates of 83% and 86%, respectively.

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Accounts Receivable, Net (Tables)

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Schedule of Accounts Receivable

The following summarizes accounts receivable, net (in thousands):

	March 31, 2022		December 31, 2021
Derivative settlements receivable	$	184,601	$	21,987
Servicing fees	169,433		136,981
Servicing advances	131,288		135,117
Investor receivables	49,796		44,192
Receivables from sale of servicing	44,810		13,503
Warehouse bank receivable	22,102		8,510
Origination receivables	19,057		56,569
Other receivables	111		127
Provision for current expected credit losses	(3,590)		(1,295)
Total Accounts Receivable, Net	$	617,608	$	415,691

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Mortgage Servicing Rights (Tables)

3 Months Ended

Mar. 31, 2022

Transfers and Servicing [Abstract]

Summary of Mortgage Servicing Rights

The following table summarizes changes in the MSR assets for the three months ended March 31, 2022 and 2021 (in thousands):

	For the three months ended March 31,
	2022		2021
Fair value, beginning of period	$	3,314,952	$	1,760,304
Capitalization of mortgage servicing rights	645,437		599,389
MSR sales	(656,670)		—
Changes in fair value:
Due to changes in valuation inputs or assumptions	390,980		197,802
Due to collection/realization of cash flows/other	(180,597)		(257,061)
Fair value, end of period	$	3,514,102	$	2,300,434

The following is a summary of the components of change in fair value of servicing rights as reported in the condensed consolidated statements of operations (in thousands):

	For the three months ended March 31,
	2022		2021
Changes in fair value:
Due to changes in valuation model or assumptions	$	390,980	$	197,802
Due to collection/realization of cash flows/other	(180,597)		(257,061)
Reserves and transaction costs on sales of servicing rights	(38,420)		—
Changes in fair value of mortgage servicing rights	$	171,963	$	(59,259)

Summary of Loan Servicing Income

The following table summarizes the loan servicing income recognized during the three months ended March 31, 2022 and 2021, respectively (in thousands):

	For the three months ended March 31,
	2022		2021
Contractual servicing fees	$	195,950	$	122,306
Late, ancillary and other fees	2,615		1,483
Loan servicing income	$	198,565	$	123,789

Summary of Key Assumptions Used in Determining the Fair Value

The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at March 31, 2022 and December 31, 2021, respectively:

	March 31, 2022							December 31, 2021
	Range					Weighted Average		Range					Weighted Average
Discount rates	8.5	%	—	14.5	%	9.2	%	9.0	%	—	14.5	%	9.6	%
Annual prepayment speeds	8.3	%	—	32.3	%	9.7	%	8.3	%	—	45.4	%	10.5	%
Cost of servicing	$74		—	$145		$81		$74		—	$162		$81

Schedule of Analysis of Change in Fair Value

The hypothetical effect of an adverse change in these key assumptions would result in a decrease in fair values as follows at March 31, 2022 and December 31, 2021, respectively, (in thousands):

	March 31, 2022		December 31, 2021
Discount rate:
+ 10% adverse change – effect on value	$	(107,944)	$	(107,992)
+ 20% adverse change – effect on value	(208,454)		(208,567)
Prepayment speeds:
+ 10% adverse change – effect on value	$	(127,337)	$	(138,807)
+ 20% adverse change – effect on value	(245,820)		(267,964)
Cost of servicing:
+ 10% adverse change – effect on value	$	(34,885)	$	(37,370)
+ 20% adverse change – effect on value	(69,770)		(74,741)

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Other Assets (Tables)

3 Months Ended

Mar. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Summary of Other Assets

The following summarizes other assets (in thousands):

	March 31, 2022		December 31, 2021
Prepaid insurance	$	24,920	$	28,249
Prepaid IT service and maintenance	24,540		26,236
Other	11,360		5,660
Total other assets	$	60,820	$	60,145

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Warehouse Lines of Credit (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Lines of Credit

The Company had the following warehouse lines of credit with financial institutions as of March 31, 2022 and December 31, 2021, respectively, (in thousands):

Warehouse Lines of Credit 1	Date of Initial Agreement With Warehouse Lender	Current Agreement Expiration Date	March 31, 2022		December 31, 2021
Master Repurchase Agreement ("MRA") Funding:
$150 Million	2/29/2012	5/24/2022	$	50,853	$	144,534
$200 Million	3/30/2018	9/5/2022	77,558		197,976
$400 Million	8/21/2012	10/20/2022	94,692		372,895
$300 Million	8/19/2016	11/9/2022	39,859		280,637
$250 Million	2/26/2016	12/22/2022	21,491		192,614
$1 Billion	7/10/2012	1/9/2023	131,988		963,495
$3.5 Billion2	12/31/2014	2/22/2023	916,427		3,349,395
$500 Million	3/7/2019	2/22/2023	108,875		1,230,017
$1 Billion	4/23/2021	4/23/2023	337,926		755,539
$2 Billion	10/30/2020	5/26/2023	232,987		1,163,447
$4 Billion	5/9/2019	7/28/2023	1,733,732		4,482,245
$700 Million	7/24/2020	8/30/2023	61,363		673,471
$1.5 Billion3	9/8/2020	9/18/2023	47,776		913,247
Early Funding:
$500 Million (ASAP + - see below)		No expiration	92,318		516,889
$1.5 Billion (EF - see below)		No expiration	128,984		718,537
			$	4,076,829	$	15,954,938
All interest rates are variable based on a spread to the one-month LIBOR rate.

1 An aggregate of $401.0 million of these line amounts is committed as of March 31, 2022.

2 Available line amount was reduced to $2.5 billion in April 2022.

3 Available line amount was reduced to $500 million in April 2022.

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Senior Notes (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Summary of Senior Unsecured Notes

The following is a summary of the senior unsecured notes issued by the Company (in thousands):

Facility Type	Maturity Date	Interest Rate		Outstanding Balance at March 31, 2022			Outstanding Balance at December 31, 2021
2025 Senior unsecured notes(1)	11/15/2025	5.50	%	$	800,000		$	800,000
2029 Senior unsecured notes(2)	04/15/2029	5.50	%	700,000			700,000
2027 Senior unsecured notes(3)	06/15/2027	5.75	%	500,000			500,000
Total Unsecured Senior Notes				$	2,000,000		$	2,000,000
Weighted average interest rate				5.56		%	5.56		%

(1) Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $7.9 million and $8.5 million as of March 31, 2022 and December 31, 2021, respectively.

(2) Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $6.2 million and $6.4 million as of March 31, 2022 and December 31, 2021, respectively.

(3) Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the condensed consolidated balance sheets by $4.8 million and $5.0 million as of March 31, 2022 and December 31, 2021, respectively.

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Commitment and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Activity of Representation and Warranties Reserve

The activity of the representations and warranties reserve was as follows (in thousands):

	For the three months ended March 31,
	2022		2021
Balance, beginning of period	$	86,762	$	69,542
Reserve charged to operations	7,762		9,818
Losses realized, net	(10,472)		(10,063)
Balance, end of period	$	84,052	$	69,297

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Non-controlling Interests (Tables)

3 Months Ended

Mar. 31, 2022

Noncontrolling Interest [Abstract]

Summary of Ownership of Units

The following table summarizes the ownership of units in Holdings LLC as of March 31, 2022:

	Common Units	Ownership Percentage
UWM Holdings Corporation ownership of Class A Common Units	92,531,073	5.8	%
SFS Corp. ownership of Class B Common Units	1,502,069,787	94.2	%
Balance at end of period	1,594,600,860	100.0	%

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands):

	March 31, 2022
Description	Level 1		Level 2		Level 3		Total
Assets:
Mortgage loans at fair value	$	—	$	5,208,167	$	—	$	5,208,167
IRLCs	—		—		9,511		9,511
FLSCs	—		232,421		—		232,421
Investment securities at fair value, pledged	—		138,417		—		138,417
Mortgage servicing rights	—		—		3,514,102		3,514,102
Total assets	$	—	$	5,579,005	$	3,523,613	$	9,102,618
Liabilities:
IRLCs	$	—	$	—	$	108,475	$	108,475
FLSCs	—		6,955		—		6,955
Public and Private Warrants	4,038		1,286		—		5,324
Total liabilities	$	4,038	$	8,241	$	108,475	$	120,754
	December 31, 2021
Description	Level 1		Level 2		Level 3		Total
Assets:
Mortgage loans at fair value	$	—	$	17,473,324	$	—	$	17,473,324
IRLCs	—		—		24,899		24,899
FLSCs	—		42,457		—		42,457
Investment securities at fair value, pledged	—		152,263		—		152,263
Mortgage servicing rights	—		—		3,314,952		3,314,952
Total assets	$	—	$	17,668,044	$	3,339,851	$	21,007,895
Liabilities:
IRLCs	$	—	$	—	$	11,138	$	11,138
FLSCs	—		25,603		—		25,603
Public and Private Warrants	6,286		3,170		—		9,456
Total liabilities	$	6,286	$	28,773	$	11,138	$	46,197

Quantitative Information on Recurring Level 3 Fair Value Financial Instruments

The following table presents quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs:

Unobservable Input - IRLCs	March 31, 2022		December 31, 2021
Pullthrough rate (weighted avg)	83	%	86	%

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands):

	March 31, 2022				December 31, 2021
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
2025 Senior Notes, due 11/15/25	$	792,061	$	776,528	$	791,513	$	820,232
2029 Senior Notes, due 4/15/29	693,839		622,237		693,623		686,623
2027 Senior Notes, due 6/15/27	495,206		465,775		494,976		500,860
	$	1,981,106	$	1,864,540	$	1,980,112	$	2,007,715

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Summary of RSU Activity

The following is a summary of RSU activity for the three months ended March 31, 2022:

	For the three months ended March 31, 2022
	Shares	Weighted Average Grant Date Fair Value
Unvested - beginning of period	2,812,320	$	7.75
Vested 1	(918,768)	7.75
Forfeited	(67,416)	7.75
Unvested - end of period	1,826,136

1 The RSUs vest in accordance with the following schedule: 33% vested on February 1, 2022, 33% vest on February 1, 2023 and the remaining 34% vest on February 1, 2024.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Calculation of Basic and Diluted Earnings per Share

The following table sets forth the calculation of basic and diluted earnings per share for the three-month periods ended March 31, 2022 and 2021 (in thousands, except shares and per share amounts):

	For the three months ended March 31,
	2022		2021
Net income	$	453,287	$	860,005
Net income attributable to non-controlling interests	431,357		812,020
Net income attributable to UWMC	21,930		47,985
Numerator:
Net income attributable to Class A common shareholders	$	21,930	$	47,985
Net income attributable to Class A common shareholders - diluted	$	350,011	$	524,151
Denominator:
Weighted average shares of Class A common stock outstanding - basic	92,214,594		103,104,205
Weighted average shares of Class A common stock outstanding - diluted	1,594,284,381		1,605,173,992
Earnings per share of Class A common stock outstanding - basic	$	0.24	$	0.47
Earnings per share of Class A common stock outstanding - diluted	$	0.22	$	0.33

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Organization, Basis of Presentation and Summary of Significant Accounting Policies - Organization (Details)		3 Months Ended
	Jan. 21, 2021 $ / shares shares	Mar. 31, 2022 vote shares	Dec. 31, 2021 shares	Mar. 31, 2021 shares	Jan. 20, 2021 shares
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of shares repurchased (in shares)		11,498,330
Stock-based compensation expense (in shares)		925,198
Common Class A
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of votes | vote		1
Common stock outstanding (in shares)	103,104,205	92,531,073	92,531,073
Stock-based compensation expense (in shares)		918,768
Conversion ratio		1
Common Class A | Minimum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price (in usd per share) | $ / shares	$ 13.00
Common Class A | Maximum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price (in usd per share) | $ / shares	$ 19.00
Common Class C
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of votes | vote		1
Common stock outstanding (in shares)	0	0	0
Common Class B
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of votes | vote		10
Common stock outstanding (in shares)	0	0	0	0
Exchange ratio		1
Common Class D
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of votes | vote		10
Common stock outstanding (in shares)	1,502,069,787	1,502,069,787	1,502,069,787
UWM Holdings Corporation
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Ownership percent	94.00%
SFS Corp
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Ownership percent	6.00%
UWM
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of units authorized					1
Number of units issued					1
Number of units outstanding					1
SFS Corp | UWM Holdings Corporation | Class B and Class D
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of earn-out shares to be issued	90,761,687

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Organization, Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Consolidation (Details) $ in Millions	Jan. 21, 2021 USD ($)
Gores Holdings IV, Inc.
Business Combination, Separately Recognized Transactions [Line Items]
Liability assumed on warrants	$ 45.6
Gore Holdings IV, Inc.
Business Combination, Separately Recognized Transactions [Line Items]
Proceeds from business combination	895.1
Costs related to business combination	$ 16.0

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Organization, Basis of Presentation and Summary of Significant Accounting Policies - Loans Eligible for Repurchase (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Loans and Leases Receivable Disclosure [Line Items]
Mortgage loans at fair value	$ 5,208,167	$ 17,473,324
Gnnie Mae
Loans and Leases Receivable Disclosure [Line Items]
Mortgage loans at fair value	391,100	563,400
Loans, fair value	384,000	555,100
Loans, fair value adjustment	$ (7,100)	$ 8,300

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Organization, Basis of Presentation and Summary of Significant Accounting Policies - Tax Receivable Agreement (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Jan. 21, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Tax receivable agreement liability	$ 14,600	$ 1,900
Additional liability	$ 700

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Organization, Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details)	1 Months Ended
	Jan. 31, 2020 $ / shares $ / warrant $ / unit shares	Mar. 31, 2022 shares	Dec. 31, 2021 shares	Jan. 21, 2021 shares
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding (in shares)				10,624,987
Private Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding (in shares)				5,250,000
Common Class A
Class of Warrant or Right [Line Items]
Number of common shares issued		92,531,073	92,531,073
Gores Holdings IV, Inc. | Public Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in usd per share) | $ / shares	$ 11.50
Gores Holdings IV, Inc. | Private Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in usd per share) | $ / shares	$ 11.50
Number of warrants outstanding (in shares)	5,250,000
Purchase price of warrants (in usd per warrant) | $ / warrant	2.00
Gores Holdings IV, Inc. | Common Class A | Public Warrants
Class of Warrant or Right [Line Items]
Number of shares called by each warrant	1
Gores Holdings IV, Inc. | IPO
Class of Warrant or Right [Line Items]
Number of units issued during period (in shares)	42,500,000
Number of warrants issued (in shares)	0.25
Unit price (in usd per unit) | $ / unit	10.00
Gores Holdings IV, Inc. | IPO | Common Class A
Class of Warrant or Right [Line Items]
Number of common shares issued	1

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Organization, Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - RSU shares in Thousands, $ in Millions		3 Months Ended
	Apr. 02, 2021 USD ($) debt_instrument shares	Mar. 31, 2022
Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		33.00%
Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		33.00%
Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		34.00%
the 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued	3,200
Grant date fair value | $	$ 25.2
Award vesting period	3 years
the 2020 Plan | Non-employee Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued	1
Number of grantees | debt_instrument	4
the 2020 Plan | Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage	33.00%
the 2020 Plan | Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage	33.00%
the 2020 Plan | Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage	34.00%

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Mortgage Loans at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Mortgage loans, unpaid principal balance	$ 5,263,246	$ 17,194,330
Premiums paid on mortgage loans	47,047	238,963
Fair value adjustment	(102,126)	40,031
Mortgage loans at fair value	$ 5,208,167	$ 17,473,324

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Derivatives - Additional Information (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative blended weighted average pullthrough rate	83.00%	86.00%	86.00%

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Derivatives - Schedule of Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Derivative [Line Items]
Fair value, Derivative assets	$ 241,932		$ 67,356
Fair value, Derivative liabilities	$ 115,430		$ 36,741
Derivative blended weighted average pullthrough rate	83.00%	86.00%	86.00%
IRLCs
Derivative [Line Items]
Fair value, Derivative assets	$ 9,511		$ 24,899
Fair value, Derivative liabilities	108,475		11,138
Notional Amount	11,494,354		13,450,967
FLSCs
Derivative [Line Items]
Fair value, Derivative assets	232,421		42,457
Fair value, Derivative liabilities	6,955		25,603
Notional Amount	$ 15,927,461		$ 28,887,178

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Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Derivative settlements receivable	$ 184,601	$ 21,987
Servicing fees	169,433	136,981
Servicing advances	131,288	135,117
Investor receivables	49,796	44,192
Receivables from sale of servicing	44,810	13,503
Warehouse bank receivable	22,102	8,510
Origination receivables	19,057	56,569
Other receivables	111	127
Provision for current expected credit losses	(3,590)	(1,295)
Total Accounts Receivable, Net	$ 617,608	$ 415,691

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Mortgage Servicing Rights - Summary of Mortgage Servicing Rights Activity (Details) - MSR - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning of period	$ 3,314,952	$ 1,760,304
Capitalization of mortgage servicing rights	645,437	599,389
MSR sales	(656,670)	0
Changes in fair value: Due to changes in valuation model inputs or assumptions	390,980	197,802
Changes in fair value: Due to collection/realization of cash flows/other	(180,597)	(257,061)
Fair value, end of period	3,514,102	2,300,434
Changes in fair value:
Due to changes in valuation model or assumptions	390,980	197,802
Due to collection/realization of cash flows/other	(180,597)	(257,061)
Reserves and transaction costs on sales of servicing rights	(38,420)	0
Changes in fair value of mortgage servicing rights	$ 171,963	$ (59,259)

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Mortgage Servicing Rights - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Apr. 01, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Mortgage Servicing Rights [Line Items]
Aggregate unpaid principal balance		$ 3,514,102		$ 3,314,952
Net proceeds from sale of mortgage servicing rights		613,532	$ 2,582
MSR
Mortgage Servicing Rights [Line Items]
Aggregate unpaid principal balance		303,400,000		$ 319,800,000
MSRs sold		56,600,000
Net proceeds from sale of mortgage servicing rights		656,700
Reserves and transaction costs on sales of servicing rights		$ 38,420	$ 0
MSR | Subsequent Event
Mortgage Servicing Rights [Line Items]
MSRs sold	$ 16,100,000
Net proceeds from sale of mortgage servicing rights	$ 215,100

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Mortgage Servicing Rights - Summary of Loan Servicing Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Transfers and Servicing [Abstract]
Contractual servicing fees	$ 195,950	$ 122,306
Late, ancillary and other fees	2,615	1,483
Loan servicing income	$ 198,565	$ 123,789

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Mortgage Servicing Rights - Summary of Key Unobservable Inputs Used in Determining the Fair Value (Details) - MSR - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Minimum
Servicing Assets at Fair Value [Line Items]
Discount rates (as a percent)	8.50%	9.00%
Annual prepayment speeds (as a percent)	8.30%	8.30%
Cost of servicing	$ 74	$ 74
Maximum
Servicing Assets at Fair Value [Line Items]
Discount rates (as a percent)	14.50%	14.50%
Annual prepayment speeds (as a percent)	32.30%	45.40%
Cost of servicing	$ 145	$ 162
Weighted Average
Servicing Assets at Fair Value [Line Items]
Discount rates (as a percent)	9.20%	9.60%
Annual prepayment speeds (as a percent)	9.70%	10.50%
Cost of servicing	$ 81	$ 81

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Mortgage Servicing Rights - Schedule of Analysis of Change in Fair Value (Details) - MSR - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of Adverse Change in Assumption [Line Items]
+ 10% adverse change – effect on value, discount rate	$ (107,944)	$ (107,992)
+ 20% adverse change – effect on value, discount rate	(208,454)	(208,567)
+ 10% adverse change – effect on value, prepayment speeds	(127,337)	(138,807)
+ 20% adverse change – effect on value, prepayment speeds	(245,820)	(267,964)
+ 10% adverse change – effect on value, cost of servicing	(34,885)	(37,370)
+ 20% adverse change – effect on value, cost of servicing	$ (69,770)	$ (74,741)

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Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 24,920	$ 28,249
Prepaid IT service and maintenance	24,540	26,236
Other	11,360	5,660
Total other assets	$ 60,820	$ 60,145

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Warehouse Lines of Credit - Summary of Line of Credit (Details) - Warehouse Line of Credit - USD ($)	Apr. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Outstanding amount		$ 4,076,829,000	$ 15,954,938,000
Current aggregate committed amount		401,000,000
Line of Credit Due May 24, 2022
Line of Credit Facility [Line Items]
Maximum borrowing capacity		150,000,000
Outstanding amount		50,853,000	144,534,000
Line of Credit Due September 5, 2022
Line of Credit Facility [Line Items]
Maximum borrowing capacity		200,000,000
Outstanding amount		77,558,000	197,976,000
Line of Credit Due October 20, 2022
Line of Credit Facility [Line Items]
Maximum borrowing capacity		400,000,000
Outstanding amount		94,692,000	372,895,000
Line of Credit Due November 9, 2022
Line of Credit Facility [Line Items]
Maximum borrowing capacity		300,000,000
Outstanding amount		39,859,000	280,637,000
Line of Credit Due December 22, 2022
Line of Credit Facility [Line Items]
Maximum borrowing capacity		250,000,000
Outstanding amount		21,491,000	192,614,000
Line of Credit Due January 9, 2023
Line of Credit Facility [Line Items]
Maximum borrowing capacity		1,000,000,000
Outstanding amount		131,988,000	963,495,000
Line of Credit Due February 22, 2023
Line of Credit Facility [Line Items]
Maximum borrowing capacity		3,500,000,000
Outstanding amount		916,427,000	3,349,395,000
Line of Credit Due February 22, 2023 | Subsequent Event
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 2,500,000,000
Line of Credit Due February 22, 2023
Line of Credit Facility [Line Items]
Maximum borrowing capacity		500,000,000
Outstanding amount		108,875,000	1,230,017,000
Line of Credit Due April 23, 2023
Line of Credit Facility [Line Items]
Maximum borrowing capacity		1,000,000,000
Outstanding amount		337,926,000	755,539,000
Line of Credit Due May 26, 2023
Line of Credit Facility [Line Items]
Maximum borrowing capacity		2,000,000,000
Outstanding amount		232,987,000	1,163,447,000
Line of Credit Due July 28, 2023
Line of Credit Facility [Line Items]
Maximum borrowing capacity		4,000,000,000
Outstanding amount		1,733,732,000	4,482,245,000
Line Of Credit Due August 30, 2023
Line of Credit Facility [Line Items]
Maximum borrowing capacity		700,000,000
Outstanding amount		61,363,000	673,471,000
Line of Credit Due September 18, 2023
Line of Credit Facility [Line Items]
Maximum borrowing capacity		1,500,000,000
Outstanding amount		47,776,000	913,247,000
Line of Credit Due September 18, 2023 | Subsequent Event
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 500,000,000
Line of Credit, ASAP program
Line of Credit Facility [Line Items]
Maximum borrowing capacity		500,000,000
Outstanding amount		92,318,000	516,889,000
Line of Credit, EF
Line of Credit Facility [Line Items]
Maximum borrowing capacity		1,500,000,000
Outstanding amount		$ 128,984,000	$ 718,537,000

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Warehouse Lines of Credit - Additional Information (Details) - Warehouse Line of Credit - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Outstanding amount	$ 4,076,829,000	$ 15,954,938,000
Line of Credit, ASAP program
Line of Credit Facility [Line Items]
Outstanding amount	92,318,000	$ 516,889,000
Maximum borrowing capacity	500,000,000
Line of Credit, EF program
Line of Credit Facility [Line Items]
Outstanding amount	129,000,000
Line of Credit, Gestation line
Line of Credit Facility [Line Items]
Outstanding amount	0
Maximum borrowing capacity	$ 150,000,000.0

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Senior Notes - Summary of Senior Unsecured Notes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Nov. 22, 2021	Nov. 03, 2020
Debt Instrument [Line Items]
Outstanding Balance	$ 2,000,000	$ 2,000,000
Weighted average interest rate	5.56%	5.56%
Senior Notes | 2025 Senior Notes, due 11/15/25
Debt Instrument [Line Items]
Interest Rate	5.50%			5.50%
Outstanding Balance	$ 800,000	$ 800,000
Unamortized debt issuance costs and discounts	$ 7,900	8,500
Senior Notes | 2029 Senior Notes, due 4/15/29
Debt Instrument [Line Items]
Interest Rate	5.50%			5.50%
Outstanding Balance	$ 700,000	700,000
Unamortized debt issuance costs and discounts	$ 6,200	6,400
Senior Notes | 2027 Senior Notes, due 6/15/27
Debt Instrument [Line Items]
Interest Rate	5.75%		5.75%
Outstanding Balance	$ 500,000	500,000
Unamortized debt issuance costs and discounts	$ 4,800	$ 5,000

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Senior Notes - Additional Information (Details) - Senior Notes - USD ($)	24 Months Ended	31 Months Ended	36 Months Ended			60 Months Ended
	Nov. 14, 2022	Jun. 14, 2024	Jun. 15, 2027	Nov. 15, 2025	Apr. 14, 2024	Apr. 15, 2029	Mar. 31, 2022	Nov. 22, 2021	Apr. 07, 2021	Nov. 03, 2020
2025 Senior Notes, due 11/15/25
Debt Instrument [Line Items]
Face amount										$ 800,000,000.0
Interest rate							5.50%			5.50%
2025 Senior Notes, due 11/15/25 | Forecast
Debt Instrument [Line Items]
Debt redemption price percentage	105.50%			100.00%
2025 Senior Notes, due 11/15/25 | Forecast | Maximum
Debt Instrument [Line Items]
Debt redemption price percentage	40.00%
2025 Senior Notes, due 11/15/25 | Forecast | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt redemption price percentage				102.75%
2025 Senior Notes, due 11/15/25 | Forecast | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt redemption price percentage				101.375%
2025 Senior Notes, due 11/15/25 | Forecast | Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Debt redemption price percentage	100.00%
2029 Senior Notes, due 4/15/29
Debt Instrument [Line Items]
Face amount									$ 700,000,000
Interest rate							5.50%			5.50%
2029 Senior Notes, due 4/15/29 | Forecast
Debt Instrument [Line Items]
Debt redemption price percentage					105.50%	100.00%
2029 Senior Notes, due 4/15/29 | Forecast | Maximum
Debt Instrument [Line Items]
Debt redemption price percentage					40.00%
2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt redemption price percentage						102.75%
2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt redemption price percentage						101.375%
2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Debt redemption price percentage					100.00%
2027 Senior Notes, due 6/15/27
Debt Instrument [Line Items]
Face amount								$ 500,000,000
Interest rate							5.75%	5.75%
2027 Senior Notes, due 6/15/27 | Forecast
Debt Instrument [Line Items]
Debt redemption price percentage		105.75%	100.00%
2027 Senior Notes, due 6/15/27 | Forecast | Maximum
Debt Instrument [Line Items]
Debt redemption price percentage		40.00%
2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt redemption price percentage			102.875%
2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt redemption price percentage			101.438%
2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Debt redemption price percentage		100.00%

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Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Loans repurchased	$ 88.2	$ 41.6
Commitments to extend credit to potential borrowers	$ 28,300.0

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Commitments and Contingencies - Activity of Representation and Warranties Reserve (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Representation And Warranty Reserve [Roll Forward]
Balance, beginning of period	$ 84,052	$ 69,297	$ 86,762	$ 69,542
Reserve charged to operations	7,762	9,818
Losses realized, net	(10,472)	(10,063)
Balance, end of period	$ 84,052	$ 69,297

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Variable Interest Entities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Percentage of beneficial interests in securitized assets	5.00%
Fair value of investment securities pledged	$ 135,700
Investment securities at fair value, pledged	138,417	$ 152,263
Borrowings against investment securities	$ 118,786	$ 118,786
Minimum | Secured Debt
Variable Interest Entity [Line Items]
Maturity period	4 months
Maximum | Secured Debt
Variable Interest Entity [Line Items]
Maturity period	8 months
Holdings, LLC
Variable Interest Entity [Line Items]
Ownership percentage	100.00%

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Non-controlling Interests (Details)	3 Months Ended
	Mar. 31, 2022 shares
Noncontrolling Interest [Line Items]
Number of shares issued in stock-based compensation plan	925,198
Common Class A
Noncontrolling Interest [Line Items]
Number of shares issued in stock-based compensation plan	918,768
Number of shares repurchased and retired	0
Holdings, LLC
Noncontrolling Interest [Line Items]
Common Units	1,594,600,860
Ownership Percentage	100.00%
Holdings, LLC | Common Class A
Noncontrolling Interest [Line Items]
Common Units	92,531,073
Ownership Percentage by Noncontrolling Owners	5.80%
Holdings, LLC | Common Class B | SFS Corp
Noncontrolling Interest [Line Items]
Common Units	1,502,069,787
Ownership Percentage by Parent	94.20%

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Regulatory Net Worth Requirements (Details) - Ginnie Mae, Freddie Mac and Fannie Mae $ in Millions	Mar. 31, 2022 USD ($)
Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items]
Minimum net worth requirement	$ 761.1
Liquidity requirement	$ 98.5
Minimum capital ratio	6.00%

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Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage loans at fair value	$ 5,208,167	$ 17,473,324
Investment securities at fair value, pledged	138,417	152,263
Total assets	9,102,618	21,007,895
Public and Private Warrants	5,324	9,456
Total liabilities	120,754	46,197
IRLCs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	9,511	24,899
Derivative liability	108,475	11,138
FLSCs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	232,421	42,457
Derivative liability	6,955	25,603
Mortgage servicing rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage servicing rights	3,514,102	3,314,952	$ 2,300,434	$ 1,760,304
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage loans at fair value	0	0
Investment securities at fair value, pledged	0	0
Total assets	0	0
Public and Private Warrants	4,038	6,286
Total liabilities	4,038	6,286
Level 1 | IRLCs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liability	0	0
Level 1 | FLSCs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liability	0	0
Level 1 | Mortgage servicing rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage servicing rights	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage loans at fair value	5,208,167	17,473,324
Investment securities at fair value, pledged	138,417	152,263
Total assets	5,579,005	17,668,044
Public and Private Warrants	1,286	3,170
Total liabilities	8,241	28,773
Level 2 | IRLCs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liability	0	0
Level 2 | FLSCs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	232,421	42,457
Derivative liability	6,955	25,603
Level 2 | Mortgage servicing rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage servicing rights	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage loans at fair value	0	0
Investment securities at fair value, pledged	0	0
Total assets	3,523,613	3,339,851
Public and Private Warrants	0	0
Total liabilities	108,475	11,138
Level 3 | IRLCs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	9,511	24,899
Derivative liability	108,475	11,138
Level 3 | FLSCs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liability	0	0
Level 3 | Mortgage servicing rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage servicing rights	$ 3,514,102	$ 3,314,952

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Fair Value Measurements - Quantitative Information (Details)	Mar. 31, 2022	Dec. 31, 2021
IRLCs | Pull-through rate | Weighted Average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative, measurement input	0.83	0.86

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Fair Value Measurements - Other Financial Instruments (Details) - Senior Notes - Level 2 - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Carrying Amount
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, fair value	$ 1,981,106	$ 1,980,112
Estimated Fair Value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, fair value	1,864,540	2,007,715
2025 Senior Notes, due 11/15/25 | Carrying Amount
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, fair value	792,061	791,513
2025 Senior Notes, due 11/15/25 | Estimated Fair Value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, fair value	776,528	820,232
2029 Senior Notes, due 4/15/29 | Carrying Amount
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, fair value	693,839	693,623
2029 Senior Notes, due 4/15/29 | Estimated Fair Value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, fair value	622,237	686,623
2027 Senior Notes, due 6/15/27 | Carrying Amount
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, fair value	495,206	494,976
2027 Senior Notes, due 6/15/27 | Estimated Fair Value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, fair value	$ 465,775	$ 500,860

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Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Related Party Transaction [Line Items]
Other general and administrative expenses	$ 38,323	$ 16,778
Management
Related Party Transaction [Line Items]
Contract, initial term		12 months
Contract, renewal period		12 months
Affiliated Entity
Related Party Transaction [Line Items]
Expenses of various companies related through common ownership	5,500	$ 4,100
Rent expense	5,200	3,800
Legal fees	200	200
Direct origination costs		$ 100
Other general and administrative expenses	$ 100

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Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	0.88%	1.48%
Effective tax rate attributable to non-controlling interests	94.00%	94.00%
Unrecognized tax benefits	$ 0
Unrecognized tax benefits, interest on income tax expense	0	$ 0
Unrecognized tax benefits, penalties on income tax expense	$ 0	$ 0

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Stock-Based Compensation - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1.8
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation related to unvested awards	$ 13.0
Unvested awards, period for recognition	1 year 10 months 24 days
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance | shares	80,000,000

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Stock-Based Compensation - Summary of RSU Activity (Details) - RSU	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Shares
Unvested - beginning of period (in shares) | shares	2,812,320
Vested (in shares) | shares	(918,768)
Forfeited (in shares) | shares	(67,416)
Unvested - end of period (in shares) | shares	1,826,136
Weighted Average Grant Date Fair Value
Unvested - beginning of period (in usd per share) | $ / shares	$ 7.75
Vested (in usd per share) | $ / shares	7.75
Forfeited (in usd per share) | $ / shares	7.75
Unvested - end of period (in usd per share) | $ / shares
Tranche One
Weighted Average Grant Date Fair Value
Award vesting percentage	33.00%
Tranche Two
Weighted Average Grant Date Fair Value
Award vesting percentage	33.00%
Tranche Three
Weighted Average Grant Date Fair Value
Award vesting percentage	34.00%

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Earnings Per Share - Additional Information (Details) - shares	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Jan. 21, 2021
Common Class B
Class of Stock [Line Items]
Common stock outstanding (in shares)	0	0	0	0

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Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Jan. 20, 2021	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net income	$ 183,756	$ 676,249	$ 453,287	$ 860,005
Net income attributable to non-controlling interests			431,357	812,020
Net income attributable to UWM Holdings Corporation			21,930	47,985
Net income attributable to Class A common shareholders			21,930	47,985
Net income attributable to Class A common shareholders - diluted			$ 350,011	$ 524,151
Weighted average shares of Class A common stock outstanding - basic (in shares)			92,214,594	103,104,205
Weighted average shares of Class A common stock outstanding - diluted (in shares)			1,594,284,381	1,605,173,992
Earnings per share of Class A common stock outstanding - basic (in usd per share)			$ 0.24	$ 0.47
Earnings per share of Class A common stock outstanding - diluted (in usd per share)			$ 0.22	$ 0.33

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Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended
	May 09, 2022	Apr. 12, 2022	Apr. 01, 2022	Mar. 31, 2022	Mar. 31, 2021
Subsequent Event [Line Items]
Net proceeds from sale of mortgage servicing rights				$ 613,532	$ 2,582
MSR
Subsequent Event [Line Items]
MSRs sold				56,600,000
Net proceeds from sale of mortgage servicing rights				$ 656,700
Common Class A
Subsequent Event [Line Items]
Dividends declared (in usd per share)				$ 0.10
Subsequent Event
Subsequent Event [Line Items]
Dividends paid	$ 150,200
Subsequent Event | MSR
Subsequent Event [Line Items]
MSRs sold			$ 16,100,000
Net proceeds from sale of mortgage servicing rights			$ 215,100
Subsequent Event | Common Class A
Subsequent Event [Line Items]
Dividends declared (in usd per share)	$ 0.10
Dividends paid		$ 9,300
Subsequent Event | Common Class B
Subsequent Event [Line Items]
Dividends paid		$ 150,200

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Label	Element	Value
Partners' Capital Account, Distributions	us-gaap_PartnersCapitalAccountDistributions	$ 1,100,000,000
Partners' Capital Account, Acquisitions	us-gaap_PartnersCapitalAccountAcquisitions	879,122,000
Retained Earnings [Member]
Partners' Capital Account, Distributions	us-gaap_PartnersCapitalAccountDistributions	1,100,000,000
Partners' Capital Account, Acquisitions	us-gaap_PartnersCapitalAccountAcquisitions	879,122,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	$ 183,756,000