UWM Holdings Corp 8-K

What Happened

• UWM Holdings Corporation (UWMC) announced on December 17, 2025 (filed 8-K Dec 19, 2025) that it entered into an Agreement and Plan of Merger to merge Two Harbors Investment Corp. into a UWMC subsidiary. At the closing (the “Effective Time”), each outstanding share of Two Harbors common stock will convert into the right to receive 2.3328 newly issued UWMC Class A common shares (the Exchange Ratio), plus cash in lieu of fractional shares.
• The boards of both companies unanimously approved the Merger Agreement, and Two Harbors’ board will recommend stockholder approval.

Key Details

• Merger Agreement date: December 17, 2025; 8-K filed December 19, 2025.
• Exchange Ratio: 2.3328 UWMC Class A shares per share of Two Harbors common stock; cash paid for fractional shares.
• Preferred stock conversion: each outstanding share of Two Harbors Series A, B and C preferred will convert into one corresponding series of UWMC preferred stock.
• Closing conditions include Two Harbors stockholder approval, effectiveness of a UWMC registration statement, NYSE approval to list the UWMC shares issued in the Merger, HSR/regulatory clearances, tax opinions that the transaction qualifies as a Section 368(a) reorganization and that Two Harbors has met REIT requirements, and absence of a continuing material adverse effect.
• Termination provisions: either party may terminate in specified circumstances; if Two Harbors changes its board recommendation or accepts a superior proposal, a $25.35 million termination fee applies. The outside date is 12 months (can extend to 15 months in certain regulatory-delay circumstances).
• Equity awards: outstanding Two Harbors RSUs/PSUs and restricted stock will be converted or settled for the Common Merger Consideration (with specified treatment for performance-based awards); UWMC will add one board seat and appoint a Two Harbors designee after closing.

Why It Matters

• This is a significant strategic transaction: Two Harbors’ common and preferred holders will become holders of UWMC equity, which could materially change the combined company’s shareholder base and capital structure.
• The exchange ratio and preferred-stock conversions set the direct economic terms for Two Harbors equity holders; the $25.35 million termination fee and customary closing conditions indicate the deal has standard protections and regulatory hurdles.
• Investors should watch for the Two Harbors stockholder vote, regulatory clearances (including HSR), UWMC’s registration statement effectiveness and NYSE listing approval — any delays or failures on those items could prevent the Merger from closing.