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SCHEDULE 13D/A 0001842002 XXXXXXXX LIVE 5 Class A Common Stock, par value $0.0001 per share 03/14/2025 false 0001783398 91823B109 UWM Holdings Corporation 585 South Boulevard E Pontiac MI 48341 Mat Ishbia 800-981-8898 585 South Boulevard E Pontiac MI 48341 SFS Holding Corp. 800-981-8898 585 South Boulevard E Pontiac MI 48341 0001841794 N Mat Ishbia OO N X1 279989.00 1410811529.00 279989.00 1410811529.00 1411091518.00 N 88.3 IN With respect to the shares disclosed in items 7, 8, 10 and 11 above, please see Item 5. 0001842002 N SFS Holding Corp. OO N DE 0.00 1410811529.00 0.00 1410811529.00 1410811529.00 N 88.3 CO With respect to the shares disclosed in items 8, 10 and 11 above, please see Item 5. Class A Common Stock, par value $0.0001 per share UWM Holdings Corporation 585 South Boulevard E Pontiac MI 48341 This Amendment No 5 (the "Amendment") to Schedule 13D is being jointly filed by Mat Ishbia and SFS Holding Corp. ("SFS Corp." and together with Mat Ishbia, collectively referred to as the "Reporting Persons") and relates to the Class A Common Stock, par value $0.0001 per share (the "Class A Stock"), of UWM Holdings Corporation, a Delaware corporation (the "Issuer") and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons on February 1, 2021, as amended by Amendment No 1 filed on September 4, 2024, as amended by Amendment No 2 filed on September 18, 2024, as amended by Amendment No 3 filed on October 3, 2024 and as amended by Amendment No 4 filed on October 15, 2024 (the "Schedule 13D"). The principal executive offices of the Issuer are located at 585 South Boulevard E, Pontiac, Michigan 48341. Unless specifically amended hereby, the disclosure set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended by the addition of the following: Pursuant to the Registration Rights Agreement previously filed, the Issuer currently has in place a registration statement on Form S-3 registering for resale by SFS up to 150,000,000 shares of Class A Stock, of which 58,741,742 are currently available (the "Registration Statement"), issuable upon exchange of an equal number of Paired Interests (consisting of one share of Class D Stock of the Issuer and one Class B Unit in UWM Holdings, LLC ("Holdings LLC"), collectively a "Paired Interest") held by SFS Corp. On March 14, 2025, SFS Corp. exchanged an aggregate of 29,520,569 Paired Interests for an equal number of Class A Stock and sold such shares of Class A Stock pursuant to the Registration Statement in a privately negotiated transaction for membership interests in a privately held limited liability company. From time to time, based on market conditions, SFS Corp. intends to sell the remaining portion of those shares of Class A Stock covered by the Registration Statement. Paragraph (a) of Item of the Schedule 13D is hereby amended and restated in their entirety as follows: As of the date hereof, SFS Corp. directly holds an aggregate of 1,410,983,049 shares of Class D Stock which are convertible or exchangeable, along with the Class B Units in Holdings LLC, into shares of Class A Stock. Each share of Class D Stock is entitled to ten votes and each share of Class A Stock is entitled to one vote. SFS Corp. owns all of the outstanding shares of Class D Stock. Mat Ishbia by virtue of being the trust advisor of the Trust with the right to direct the voting and disposition of the securities of the Issuer held by SFS Corp., is deemed to beneficially own the 1,410,983,049 shares of Class A Stock beneficially owned directly by SFS Corp. that are issuable upon conversion or exchange of the Class D Stock. The Reporting Persons each share the power to vote or dispose of the Class A Stock and Class D Stock he or it beneficially owns. The 1,410,983,049 shares of Class A Stock beneficially owned by the Reporting Persons represent 88.3% of the outstanding shares of Class A Stock based upon 157,975,819 shares of Class A Stock outstanding as of the date hereof. However, due to the voting limitation contained in the Issuer's Certificate of Incorporation which provides that, in no event shall a holder of common stock of the Issuer be entitled to vote in excess of 79% of the voting power of the holders of the outstanding shares of all capital stock of the Issuer then voting together as a single class on such matter (the "Voting Limitation"), the Reporting Persons hold 79% of the voting power of the capital stock of the Issuer through the ownership of 100% of the Class D Stock, which has ten votes per share. Without the Voting Limitation, the Reporting Persons would hold 99.9% of the voting power of the capital stock of the Issuer. In addition, Mat Ishbia, individually, beneficially owns 279,989 shares of Class A Stock that were received pursuant to the Issuer's 2020 Omnibus Incentive Plan. Paragraph (b) of Item of the Schedule 13D is hereby amended and restated in their entirety as follows: As of the date hereof, SFS Corp. directly holds an aggregate of 1,410,983,049 shares of Class D Stock which are convertible or exchangeable, along with the Class B Units in Holdings LLC, into shares of Class A Stock. Each share of Class D Stock is entitled to ten votes and each share of Class A Stock is entitled to one vote. SFS Corp. owns all of the outstanding shares of Class D Stock. Mat Ishbia by virtue of being the trust advisor of the Trust with the right to direct the voting and disposition of the securities of the Issuer held by SFS Corp., is deemed to beneficially own the 1,410,983,049 shares of Class A Stock beneficially owned directly by SFS Corp. that are issuable upon conversion or exchange of the Class D Stock. The Reporting Persons each share the power to vote or dispose of the Class A Stock and Class D Stock he or it beneficially owns. The 1,410,983,049 shares of Class A Stock beneficially owned by the Reporting Persons represent 88.3% of the outstanding shares of Class A Stock based upon 157,975,819 shares of Class A Stock outstanding as of the date hereof. However, due to the voting limitation contained in the Issuer's Certificate of Incorporation which provides that, in no event shall a holder of common stock of the Issuer be entitled to vote in excess of 79% of the voting power of the holders of the outstanding shares of all capital stock of the Issuer then voting together as a single class on such matter (the "Voting Limitation"), the Reporting Persons hold 79% of the voting power of the capital stock of the Issuer through the ownership of 100% of the Class D Stock, which has ten votes per share. Without the Voting Limitation, the Reporting Persons would hold 99.9% of the voting power of the capital stock of the Issuer. In addition, Mat Ishbia, individually, beneficially owns 279,989 shares of Class A Stock that were received pursuant to the Issuer's 2020 Omnibus Incentive Plan. The third paragraph of Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: Pledge Arrangements SFS has entered into two separate Collateral Assignment and Pledge of LLC Interests and Collateral agreements with JPMorgan Chase Bank, N.A. (the "Collateral Agreements") with respect to an aggregate of 648,792,940 Paired Interests which are pledged as collateral for loans issued to SFS or trusts that are shareholders of SFS Corp (the "Pledged Interests"). The Pledged Interests, which are convertible into Class A Stock only upon an event of default, secure five loans with principal amounts of $610 million, $605 million, $435 million, $225 million and $460 million which mature 2028, 2029, 2028, 2029 and 2030, respectively. The Collateral Agreements provide that SFS will continue to exercise all voting rights and receive all dividends with respect to the Paired Interests unless an event of default has occurred and is continuing. However, in no event, will the bank be entitled to exercise voting or dispositive rights over the Pledged Interests that would result in the bank holding beneficial ownership greater than 9.9% of the Class A Stock of the Issuer. The Collateral Agreements are subject to customary events of default and remedies. Mat Ishbia /s/ Mat Ishbia Mat Ishbia 03/19/2025 SFS Holding Corp. /s/ Mat Ishbia Mat Ishbia, Chief Executive Officer 03/19/2025