UWM Holdings Corp (Form: 8-K, Received: 12/17/2025 16:40:54)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 17, 2025

UWM Holdings Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39189

84-2124167

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification Number)



585 South Boulevard E.
Pontiac,	Michigan	48341
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 at an exercise price of $11.50

UWMCWS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 7.01 Regulation FD Disclosure

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference. The press release and investor presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are hereby furnished with this Current Report on Form 8-K.

Item 8.01 Other Events.

On December 17, 2025, UWM Holdings Corporation (“UWMC”) and Two Harbors Investment Corp. (“Two Harbors”) announced that they have entered into a definitive merger agreement for UWMC to acquire all of the outstanding shares of Two Harbors common stock in an all-stock transaction (the “Acquisition”). In connection with the proposed Acquisition, UWMC will acquire TWO in an all-stock transaction for $1.3 billion in equity value. Two Harbors common stockholders will exchange each share of Two Harbors common stock for 2.3328 shares of newly issued UWMC Class A common stock and cash payable in lieu of fractional shares. In addition, Two Harbors preferred stockholders will exchange each share of Two Harbors 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock for one share of newly issued UWMC Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, respectively, with the same terms. The transaction will materially increase UWMC’s public float to approximately 513 million shares, or $2.6 billion based on the price of UWMC common stock on December 16, 2025, representing a 93% increase from UWMC’s current float. Upon completion of the transaction, UWMC stockholders will own approximately 87% of the equity on a pro forma fully diluted basis, while TWO stockholders will own approximately 13%. The Board of UWMC is expected to expand to eleven directors through the addition of one additional director designated by TWO. The transaction has been unanimously approved by the Boards of Directors of both UWMC and TWO. The transaction is expected to close in the second quarter of 2026, subject to approval of TWO’s stockholders and the satisfaction of other closing conditions, including customary regulatory approvals.

Item 9.01 Financial Statements and Exhibits.

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

By:						/s/ Rami Hasani
Name:						Rami Hasani
Title:						Executive Vice President, Chief Financial Officer

Date: December 17, 2025

UWMC Announces Strategic Acquisition of TWO

Transaction will extend UWM’s leading industry positioning by expanding its servicing portfolio and capabilities, creating an even more profitable and resilient business

PONTIAC AND NEW YORK, December 17, 2025 – UWM Holdings Corporation (“UWMC”) (NYSE: UWMC), the publicly traded indirect parent of United Wholesale Mortgage (“UWM”), the #1 overall mortgage lender in America, and Two Harbors Investment Corp. (“TWO”)(NYSE: TWO), an MSR-focused REIT and one of the largest servicers of conventional mortgages in the country through its wholly-owned subsidiary RoundPoint Mortgage Servicing LLC (“RoundPoint”), today announced that they have entered into a definitive merger agreement pursuant to which UWM will acquire TWO in an all-stock transaction for $1.3 billion in equity value, based on a fixed exchange ratio of 2.3328x.

This is a forward-looking strategic move that strengthens UWM’s long-term vision and is expected to unlock substantial opportunities for increased profitability and cash flow, a stronger balance sheet, streamlined operations and elevated client success. The transaction represents a powerful alignment of two highly-complementary organizations — positioning the combined company for accelerated growth and enhanced outcomes for UWM, brokers, consumers and stockholders.

This transaction is expected to provide UWM with (i) expanded servicing expertise and scale as it continues to expeditiously bring servicing in-house, (ii) a high-quality $176 billion UPB MSR portfolio, nearly doubling its existing MSR portfolio to approximately $400 billion, which will create significant recurring revenues, and (iii) the opportunity for approximately $150 million of cost and revenue synergies on an annual basis to help drive meaningful earnings accretion. UWM’s strong pro forma cash flow coupled with a strengthened balance sheet is expected to allow UWM to continue investing in growth while also rewarding stockholders at both companies with continued dividends. The combined company will also be able to leverage TWO’s proven capital markets expertise and UWM’s scale to create further efficiencies around financing, hedging and secondary markets.

“This transaction is a true win for both stockholders and our mortgage broker partners, which is why it makes so much sense,” said Mat Ishbia, Chairman, President and CEO of UWM. “The timing of doubling our servicing book as we bring servicing in-house is the perfect alignment, allowing us to deliver meaningful upside to stockholders and leverage increased cash flow to invest deeper into the broker network.”

The companies’ shared values around culture and complementary strengths make the alignment both natural and strategic. TWO’s specialized expertise in mortgage servicing will enhance UWM’s ability to expedite the growth of its servicing portfolio, deliver long-term value for stockholders and provide more opportunities to UWM’s mortgage broker network through leads, driving more consumers to work with a mortgage broker.

“Scale has become more important than ever in the mortgage industry. We are very excited to partner with the largest mortgage lender in the country, bringing our expertise in MSR investing and servicing through the RoundPoint platform,” said Bill Greenberg, TWO’s President and Chief Executive Officer.

The transaction underscores the shared commitment of both companies to drive innovation, modernize financial services, and empower mortgage brokers and their consumers with smarter, more efficient mortgage solutions.

Anticipated Benefits to UWM and TWO from the Transaction

•Combined company will service over $400 billion in MSR, ranking number 8 among servicers nationwide.

•UWM’s industry-leading originations business together with TWO’s servicing expertise positions the combined company as a world class complete mortgage company.

•Expect further efficiencies around financing, hedging and secondary markets from TWO’s proven capital markets expertise and UWM’s scale.

•Opportunity for meaningful cost and revenue synergies.

•The transaction will materially increase UWM’s public float to approximately 513 million shares, or $2.6 billion based on the price of UWMC common stock on December 16, 2025, representing a 93% increase from UWMC’s current float.

Terms of the Transaction

Under the terms of the agreement, TWO stockholders will receive a fixed exchange ratio of 2.3328 shares of UWMC Class A Common Stock for each share of TWO common stock. This represents an $11.94 per share value based on UWMC’s closing price as of December 16, 2025, and a premium of 21% the volume weighted average price (VWAP) of TWO’s common stock for the 30 days ending December 16, 2025. Upon completion of the transaction, UWM shareholders will own approximately 87% of the combined company on a pro forma fully diluted basis, while TWO shareholders will own approximately 13%. The all-stock transaction is intended to be tax-free to TWO’s stockholders. The Board of the combined company is expected to expand to eleven directors through the addition of one additional director designated by TWO.

The transaction has been unanimously approved by the Boards of Directors of both UWMC and TWO. The transaction is expected to close in the second quarter of 2026, subject to approval of TWO’s stockholders and the satisfaction of other closing conditions, including customary regulatory approvals.

BofA Securities and Greenhill, a Mizuho affiliate, are acting as financial advisors to UWMC. Greenberg Traurig, P.A. is acting as legal counsel to UWMC. Houlihan Lokey is acting as financial advisor and Jones Day is acting as legal counsel to TWO.

Additional Resources

UWMC has posted presentation materials regarding the transaction to its website under the investor relations section.

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holding Corporation (“UWMC”) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 10 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Two Harbors Investment Corp., or TWO, a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities, and other financial assets. TWO is headquartered in St. Louis Park, MN.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking statements,” including: (i) the proposed transaction between UWMC and TWO; (ii) future financial and operating results; (iii) the benefits and synergies of the proposed transaction; (iv) future opportunities for the combined company; (v) the issuance of Class A Common Stock and preferred stock of UWMC contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) entered into by UWMC and TWO on December 17, 2025; (vi) the benefits to TWO’s stockholders, (vii) the expected filing by UWMC with the Securities and Exchange Commission (“SEC”) of a registration statement on Form S-4 (the “Registration Statement”), a prospectus of UWMC to be included therein (the “Prospectus”) and a proxy statement of TWO to be included therein (the “Proxy Statement”); (viii) future dividends and the ability to continue rewarding stockholders at both companies with continued dividends; (ix) the ability to accelerate growth and the timing of such growth; (x) the expected timing of the closing of the proposed transaction;(xi) the ability of the parties to complete the proposed transaction considering the various closing conditions and (xii) any other statements about future expectations. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements in this press release, other than statements of historical fact, are forward-looking statements that may be identified by the use of words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. The absence of these words does not mean that the statements are not forward-looking. Pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s and UWM’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO and UWM believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, the companies can give no assurance that their expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These risks and uncertainties include, among other things: (i) the risk that the proposed transaction may not be completed in a timely basis or at all, which may adversely affect UWMC’s and TWO’s businesses and the price of their respective securities; (ii) the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction, including stockholder approval by TWO’s stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed transaction; (iii) the effect of the announcement, pendency or completion of the proposed transaction on each of UWMC’s or TWO’s ability to attract, motivate, retain and hire key personnel and maintain relationships with others whom UWMC or TWO does business, or on UWMC’s or TWO’s operating results and business generally; (iv) that the proposed transaction may divert management’s attention from each of UWMC’s and TWO’s ongoing business operations; (v) the risk of any legal proceedings related to the proposed transaction or otherwise, including the risk of stockholder litigation in connection with the proposed transaction, or the impact of the proposed transaction thereupon, including resulting expense or delay; (vi) that UWMC or TWO may be adversely affected by other economic, business and/or competitive factors; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require payment of a termination fee; (viii) the risk that restrictions during the pendency of the proposed transaction may impact UWMC’s or TWO’s ability to pursue certain business opportunities or strategic transactions; (ix) the anticipated tax treatment of the proposed transaction may not be obtained;(x) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; (xi) the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected; (xii) the impact of legislative, regulatory, economic, competitive and technological changes; (xiii) risks relating to the value of UWMC’s securities to be issued in the proposed transaction; (xiv) the risk that integration of the UWMC and TWO businesses post-closing may not occur as anticipated or the combined company may not be able to achieve the anticipated synergies expected from the proposed transaction, and the costs associated with such integration; and (xv) the effect of the

announcement, pendency or completion of the proposed transaction on the market price of the common stock of each of UWMC and TWO.

These risks, as well as other risks related to the proposed transaction, will be more fully described in the Registration Statement that will be filed by UWMC with the SEC in connection with the proposed transaction. While the list of factors presented here and the list of factors to be presented in the Registration Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Additional factors that may affect future results are contained in each company’s filings with the SEC, including each company’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available at the SEC’s website http://www.sec.gov. The information set forth herein speaks only as of the date hereof, and any intention or obligation to update any forward-looking statements as a result of developments occurring after the date hereof is hereby disclaimed by each company.

Important Information for Investors and Stockholders

In connection with the proposed transaction, UWMC will file with the SEC the Registration Statement on Form S-4, containing the Proxy Statement of TWO Harbors and the Prospectus of UWMC. After the Registration Statement has been declared effective by the SEC, the Proxy Statement and Prospectus will be delivered to stockholders of TWO. UWMC and TWO may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Registration Statement, the Proxy Statement, the Prospectus, or any other document that UWMC or TWO may file with the SEC. INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT, THE PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and TWO will be able to obtain copies of the Registration Statement, the Proxy Statement and the Prospectus when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and TWO, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com. Copies of the documents filed with the SEC by TWO will be available free of charge under the SEC Filings heading of the Investors section of TWO’s website at https://www.twoinv.com/investors.

Participants in the Solicitation

UWMC and TWO and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from TWO’s stockholders in respect of the proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2024, and UWMC’s proxy statement, dated April 25, 2025, for its 2025 annual meeting of stockholders (the “UWMC 2025 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2025 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2025 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2025 Proxy and are available at the SEC’s website at www.sec.gov. Information regarding TWO’s directors and executive officers is available in TWO’s Annual Report on Form 10-K for the year ended December 31, 2024, and TWO’s proxy statement, dated April 2, 2025, for its 2025 annual meeting of stockholders (the “TWO 2025 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Summary Compensation Table”, “Stock Ownership” and “Proposal 2: Advisory Vote Relating to Executive Compensation” in the TWO 2025 Proxy. Any changes in the holdings of TWO’s securities by TWO’s directors or executive officers from the amounts described in the TWO 2025 Proxy have been reflected in Statements of Change in Ownership on Form 4

filed with the SEC subsequent to the filing date of the TWO 2025 Proxy and are available at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be included in the Registration Statement containing the Proxy Statement and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This press release is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

NICOLE ROBERTS, Senior PR Strategist

585 South Blvd E. Pontiac, Michigan 48341

MARGARET KARR, Head of Investor Relations, TWO

Margaret.Karr@twoinv.com

UNITED WHOLESALE MORTGAGE December 17, 2025 TWO HARBORS INVESTMENT CORP To Acqu i re

This presentation contains certain forward-looking statements and information, which reflect management’s current beliefs and expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements include statements identified by such terms as “expect”, “anticipate”, “believe”, “ability”, “potential”, “outlook”, “may”, “should”, “target” or similar terms and variations thereof, statements regarding United Wholesale Mortgage’s (“UWM’s”) financial and operational performance as well as its expectations and beliefs regarding (1) the proposed transaction between UWMC and Two Harbors Investment Corp. (“TWO” or “Two Harbors”) , (2) the benefits and synergies of the transaction, (3) future opportunities for the combined company, (4) future financial and operating results as a result of the transaction, (5) the benefits to servicing as a result of the transaction, (6) the ability to accelerate growth and the timing of such growth, (7) the ability of the parties to complete the proposed transaction considering the various closing conditions, (8) UWM’s competitive advantages including the advantages of brokers and the wholesale channel as a result of the transaction, (9) the benefits to TWO’s stockholders, (10) the impact to the market price of UWM’s common stock as a result of the transaction, (11) UWM’s ability to create significant recurring revenues, (12) UWM’s ability to accelerate the transition of servicing in-house, and (13) the integration of TWO into UWM. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) the risk that the proposed transaction may not be completed in a timely basis or at all, which may adversely affect UWM’s business and the price of its securities; (ii) the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction, including stockholder approval by TWO’s stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed transaction; (iii) that the proposed transaction may divert management’s attention from each of UWMC’s and Two Harbors’ ongoing business operations; (iv) the risk of any legal proceedings related to the proposed transaction or otherwise, including the risk of stockholder litigation in connection with the proposed transaction, or the impact of the proposed transaction thereupon, including resulting expense or delay; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require payment of a termination fee; (vii) the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected; (viii) UWM’s transition of servicing to in-house may not occur on a timely basis; (ix) the risk that integration of the UWMC and Two Harbors businesses post-closing may not occur as anticipated or the combined company may not be able to achieve the anticipated synergies expected from the transaction, and the costs associated with such integration; (x) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xi) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission including those under “Risk Factors” therein. UWM further wishes to caution readers that certain important factors may have affected and could in the future affect UWM’s results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of UWM. The information provided in this presentation is provided as of the date hereof, and UWM undertakes no obligation to update such information or forward-looking statements to reflect events or circumstances after the date of this presentation. This presentation includes certain non-GAAP financial measures, including non-funding debt. We define “Non-funding debt” as the total of senior notes, lines of credit, borrowings against investment securities, equipment note payable, and finance leases. Management believes that these non-GAAP metrics provide useful information to investors. This measure is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP and may not be comparable to a similarly titled measure reported by other companies. A reconciliation of net income, the most directly comparable U.S. GAAP financial measure is set forth in the appendix to this presentation and in UWM Holdings Corporation’s Quarterly Report on Form 10-Q for the quarter ended Sep 30, 2025. DISCLAIMER 2

Important Information for Investors and Stockholders In connection with the proposed transaction, UWMC will file with the SEC the Registration Statement on Form S-4, containing the Proxy Statement of TWO Harbors and the Prospectus of UWMC. After the Registration Statement has been declared effective by the SEC, the Proxy Statement and Prospectus will be delivered to stockholders of TWO. UWMC and TWO may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Registration Statement, the Proxy Statement, the Prospectus, or any other document that UWMC or TWO may file with the SEC. INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT, THE PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and TWO will be able to obtain copies of the Registration Statement, the Proxy Statement and the Prospectus when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and TWO, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com. Copies of the documents filed with the SEC by TWO will be available free of charge under the SEC Filings heading of the Investors section of TWO’s website at https://www.twoinv.com/investors. Participants in the Solicitation UWMC and TWO and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from TWO’s stockholders in respect of the proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2024, and UWMC’s proxy statement, dated April 25, 2025, for its 2025 annual meeting of stockholders (the “UWMC 2025 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2025 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2025 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2025 Proxy and are available at the SEC’s website at www.sec.gov. Information regarding TWO’s directors and executive officers is available in TWO’s Annual Report on Form 10-K for the year ended December 31, 2024, and TWO’s proxy statement, dated April 2, 2025, for its 2025 annual meeting of stockholders (the “TWO 2025 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Summary Compensation Table”, “Stock Ownership” and “Proposal 2: Advisory Vote Relating to Executive Compensation” in the TWO 2025 Proxy. Any changes in the holdings of TWO’s securities by TWO’s directors or executive officers from the amounts described in the TWO 2025 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the TWO 2025 Proxy and are available at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be included in the Registration Statement containing the Proxy Statement and other relevant materials to be filed with the SEC when they become available. No Offer or Solicitation This presentation is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. DISCLAIMER 3

4 UWM + TWO A HIGHLY COMPELLING AND STRATEGIC TRANSACTION Largest Mortgage Originator with Leading Market Position #1 Originator and #8 Servicer1 Balanced Model that Performs Well in Various Environments Combination of leading Origination and Servicing franchises creates an even more balanced and resilient model $392bn+ owned servicing UPB, creating $1bn+ of recurring servicing revenues2 Flexible Cost Structure and Industry-Leading Efficiency Potentially accelerates transition of servicing in-house, driving further reduction in servicing costs3 Competitive Advantages Created Through Technology, Service and Partnership Model Industry-leading servicing technology and operations, providing better borrower experience and value to brokers4 Positioned to Take Leadership in Refinance and Drive Next Leg of Growth Incremental servicing UPB provides enhanced leads and opportunities for broker partners5 A seamless integration creating an even more resilient company Strong Values and Unique Culture Drive Long-Term Sustainability 6 Source: TWO public filings; UWM Management. UWM Today Pro Forma UWM

TWO HARBORS OVERVIEW Servicing Portfolio Highlights (Q3’25) 720,038 Loans Serviced 25bps Servicing Fee Rate 759 Original FICO 3.58% Wtd. Avg. Loan Rate $176bn Owned UPB (100% GSE) $635mm Recurring Net Servicing Income (LTM Q3’25) Source: TWO public filings. 1. Includes 135,706 loans subserviced on behalf of third parties. $182mm LTM 9/30/25 Cash Distributions to Common Shareholders $1,122mm Tangible Book Value $6.5bn Agency RMBS Portfolio • $5.7bn 30-Year Fixed Rate • 6.2% Gross Wtd. Avg Coupon • Carried at fair value Headquarters: St. Louis Park, MN Founded: 2009 Employees: 493 (Nov 2025) Securities Portfolio Highlights (Q3’25) RoundPoint Overview Vertically integrated servicing platform acquired by TWO in October 2023 High Quality Platform Significant Scale Low Cost to Service Technology Drives Efficiencies and Scalability  AI in the contact center deploying speech recognition and transcription  AI-driven agent assistance and knowledge bases  Planned expansion of AI to include automated customer interactions and AI agents  Highly efficient operating model driving competitive cost per loan  Proven operational capabilities with strong compliance and risk management  Licensed to service loans in all 50 states and originate loans in 49 states, D.C. and U.S. Virgin Islands  Excess capacity to immediately onboard 100,000+ additional loans TWO Loans Serviced by RoundPoint - 408k 834k 856k August 2022 (RoundPoint Announcement) Q2 2023 Q2 2024 (Transfer Completed) Q3 2025 (1) 5

Overall mortgage lender in the U.S. since 2022 #1 Wholesale mortgage lender in the U.S. since 2015 #1 #1 42.5% 3Q25 Purchase Production $25.2B Net Promoter Score 3Q25 +88.7 3Q25 Adjusted EBITDA Servicing UPB as of September 30, 2025 $216B 3Q25 Loan Production Purchase mortgage lender in the U.S. since 2022 Wholesale market share2 6 TRANSACTION SUMMARY Overall lender market share1 8.4% $211.1M$41.7B Structure  100% stock consideration  TWO shareholders will receive a fixed number of shares of UWM Class A common stock for each share of TWO common stock  Fixed exchange ratio of 2.3328x implies a price of $11.94 per TWO share  247.559mm UWMC Class A Shares Issued Transaction Value  ~$1.268bn equity value, equivalent to 1.13x TWO’s fully diluted tangible common book value of $10.57(1) per share  Offer price of $11.94 per share represents a 21% premium to TWO’s 30-day VWAP as of 12/16/2025 Financial  Earnings per share accretive  Estimated annual pre-tax annual synergies of approximately $150mm  Assumes the conversion of $622mm(2)(3) TWO Preferred Stock into equivalent newly established UWM Preferred Stock(2)(3)  Assumes $115mm of TWO senior notes will roll  TWO convertible notes are expected to be fully retired using available cash prior to closing Management and Board  UWM’s senior management team will remain the senior management of the combined company  Upon closing, the board of the combined company will consist of 11 members, 10 of whom will be from the board of UWM and 1 of whom will be from the board of TWO Timing and Approvals  Anticipated to close in Q2 2026  TWO stockholder approval  Customary regulatory approvals Pro Forma Ownership  UWMC Shareholders: 87%  SFS Corp.: ~71%  TWO Shareholders: ~13% 1. Based on 9/30/25 shareholders’ equity of $1,771.7mm less preferred stock liquidation preference of $621.8mm and $28.1mm of goodwill divided by 106.118mm diluted TWO shares outstanding as of 11/30/2025, inclusive of 0.865mm RSUs and 1.093mm PSUs outstanding, provided by TWO management. 2. Reflects liquidation preference of TWO’s Series A, Series B, and Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock; to maintain rights, preferences, privileges, and voting powers substantially the same upon conversion. 3. Based on Agreement and Plan of Merger, dated December 17, 2025.

7 TRANSACTION HIGHLIGHTS FOR UWM SHAREHOLDERS  TWO’s $176bn UPB owned servicing portfolio, with 720k+ customers expands UWM’s connectivity to borrowers  Provides additional opportunities for UWM’s broker partners Expands UWM Ecosystem  Accretive to earnings and book value  Opportunity for meaningful expense and revenue synergies  De-levering transaction will be accretive to key credit metrics Financially Attractive $1bn+ in pro forma recurring servicing revenues creates even more resilient financial profile in various marketsIncreases Recurring Revenue  Accelerates UWM’s transition of servicing in-house  TWO has among the lowest cost to service in the industry  Opportunities to leverage TWO’s financing, hedging and secondary markets strategies Adds Best-in-Class Servicing Platform and additional capital markets expertise Creates top 8 servicer in addition to UWM’s current position as #1 overall, #1 wholesale and #1 purchase lenderExtends UWM’s Leading Industry Positioning Increases UWMC’s float to ~$2.6bn – approximately double UWMC’s standalone float(1)Increases Float  Prudently sized deal limits complexity and execution risk while adding meaningful scale  Size of combined servicing portfolio will be within UWM’s optimal range of 1-2x annual originations capacity, which allows for opportunistic hedging and selling Attractive Size 1. Based on 265.901mm UWMC Class A shares outstanding as of 12/9/25.

8 Enhanced Scale and Liquidity • ~$10bn pro forma UWMC market cap, ~9x TWO standalone market cap • $2.6bn pro forma UWMC float(1) — more than double TWO standalone UWMC Offers an Attractive Dividend • 7.8% current dividend yield • UWM has issued a quarterly dividend of approximately $160mm ($0.10 per share) every quarter since becoming a publicly traded company in 2021 • Acquisition results in significant increase in equity • TWO’s high-quality servicing portfolio and servicing operation will create incremental earnings and cash flow s UWM’s Origination Capabilities Complement TWO’s Servicing Capabilities • UWM’s #1 origination capabilities complement TWO’s servicing platform and servicing portfolio • UWM’s industry-leading technology and network of broker partners creates opportunity to provide maximum protection to TWO's servicing portfolio • Origination and servicing balance creates more resilient business model across rate and macro environment • ~21% premium to TWO’s 30-day VWAP as of 12/16/2025 and 13% premium to TWO’s 9/30/25 Fully Diluted Tangible Book Value Per Share • Upside in UWM’s stock through execution of standalone growth plan, as well as synergies from this transaction Meaningful Premium with Potential Upside 1. Based on 265.901mm UWMC Class A shares outstanding as of 12/9/25. TRANSACTION HIGHLIGHTS FOR TWO SHAREHOLDERS

9 UWM’S ORIGINATION ENGINE BALANCED BY RIGHT-SIZED SERVICING PORTFOLIO #1 Overall Lender($ in billions) Right-Sized MSR Portfolio #14 #13 #8 Rank $176bn $216bn $392bn Servicing UPB(1) $114bn Volume 9M’25 + (2) Extends Leading Market Position High Quality Servicing Portfolio Creates Significant Recurring Revenues #1 Rank $392bn Pro Forma Owned Servicing UPB ~30bps Wtd. Average Servicing Fee Rate $1bn+ Recurring Servicing Revenue 1,319k # of Loans Serviced (2) 599k 720k(3) Source: Inside Mortgage Finance, UWM Management. 1. Source: Inside Mortgage Finance. Represents top MSR owners. 2. Source: UWMC Q3’25 Form 10Q; and TWO Q3’25 Form 10Q. 3. Does not include Subserviced portfolio. Combined servicing portfolio will be within UWM’s optimal range of 1-2x annual originations capacity

~16% ~27%Float as % of Mkt Cap: UWMC UWMC PF 10 FINANCIALLY COMPELLING x Accretive to Key Credit MetricsShareholder Enhancing Earnings Per Share Accretive Tangible Book Value Per Share Accretive Enhances Trading Liquidity ~$2.6bn ~$1.4bn Source: UWMC and TWO public filings. Note: UWMC’s float based on 265.901mm UWMC Class A shares outstanding as of 12/9/25. 1. Illustratively assumes monetization of TWO’s $6.5bn securities portfolio including derivatives and repayment of $6.4bn of related financing; redemption of $115mm TWO senior notes outstanding; repayment of $261mm TWO’s convertible senior notes; and redemption of $622mm preferred shares with excess cash. 2. Excludes loans eligible for repurchase from Ginnie Mae in line with Moody’s methodology. 3. Reflects 50% debt / 50% equity treatment for TWO’s preferred shares, consistent with Fitch’s methodology. Pro Forma UWM UWM(1) 9/30/2025 9/30/2025 Total Tangible Equity excl. Preferred Stock (mm) $1,587 $2,649 TCE / Tangible Man. Assets(2) 9.8% 14.1% Total Debt / Total Tangible Equity(3) 8.6x 5.6x Total Non-Funding Debt / Total Tangible Equity(3) 2.4x 1.9x

10 OVERVIEW OF POTENTIAL SYNERGIES Approximately $150mm in Annual Potent ia l Synergies Recapture Uplift • Utilize UWM’s industry leading origination capabilities to support UWM’s servicing portfolio Servicing • Leverage TWO’s excess capacity and efficient servicing platform Operating Expenses • Streamline support functions and public company expenses • Eliminate duplicative technology and vendors • Further optimize expenses leveraging UWM’s scale Revenue Cost Savings Financing • Take advantage of UWM’s lower cost of funding

UWM WELL POSTIONED FOR ANY MARKET INVESTED FOR FUTURE GROWTH Grew market share as rates rose STICKY PARTNER BASE Efficient process keeps broker partners sticky to UWM BROKER CHANNEL Embedded in local communities and growing PURCHASE FOCUSED Durability of purchase originations in varying rate environments 12 SERVICING PLATFORM Provides brokers increased connectivity to borrowers

13 APPENDIX

13 PRO FORMA CAPITALIZATION UWMC TWO Pro Forma 9/30/25 9/30/25 9/30/25 Secured Debt: Warehouse Funding Facilities $9,784 $8 $9,792 Repurchase Agreements on Investment Securities -- 6,363 -- Funding Debt $9,784 $6,372 $9,792 Secured lines of credit $-- $945 $544 Borrowings Against Investment Securities 87 -- 87 Other Repurchase Agreements (MSRs & Loans HFS) -- 742 742 Finance Lease 23 -- 23 Senior Unsecured Notes 3,781 372 3,776 Non-Funding Debt $3,891 $2,059 $5,173 Total Debt $13,675 $8,431 $14,965 Cash 871 771 500 Net Debt 12,804 7,660 14,465 Tangible Common Equity 1,587 1,122 2,649 Tangible Managed Assets(1) 16,273 10,839 18,797 Credit Statistics Tangible Common Equity / Tangible Managed Assets(2) 9.8% 10.4% 14.1% Total Debt / Tangible Common Equity(3) 8.6x 6.1x 5.6x Non-Funding Debt / Tangible Common Equity(3) 2.4x 1.4x 1.9x Source: UWMC and TWO public filings. Credit statistics based on 9/30/25. Note: Illustratively assumes monetization of TWO’s $6.5bn securities portfolio including derivatives and repayment of $6.4bn of related financing; redemption of $115mm TWO senior notes outstanding; repayment of $261mm TWO’s convertible senior notes; and redemption of $622mm preferred shares with excess cash. 1. Total managed assets defined as total assets minus goodwill minus loans eligible for repurchase from Ginnie Mae. 2. Excludes loans eligible for repurchase from Ginnie Mae in line with Moody’s methodology. 3. Reflects 50% debt / 50% equity treatment for TWO’s preferred shares, consistent with Fitch’s methodology.



Exhibit No.						Description

99.1						Joint Press Release, dated December 17, 2025.

99.2						Investor Presentation, dated December 17, 2025.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)