UWM Holdings Corporation (UWMC) Securities Class Action

Core Allegations

The suit centers on UWM’s disclosures about its hedging strategy in connection with its attempt to acquire Two Harbors.

On December 17, 2025, mortgage lender UWM announced that it and mortgage servicing rights (“MSR”) company Two Harbors entered into a merger agreement pursuant to which UWM would acquire Two Harbors for about $1.3 billion in UWM stock. Two Harbors was free to receive proposals superior to UWM’s.

In connection with the proposed acquisition, UWM entered into significant hedging transactions against Two Harbors’ MSR portfolio whose value typically and rapidly changes based on interest rates and homeowner refinancing speeds.

The complaint alleges that UWM did not disclose that it over-hedged in connection with its attempt to take over Two Harbors. The danger to this is that if an acquisition falls through the massive hedge left behind can turn into a speculative gamble.

Over four months ago, on March 27, 2026, Two Harbors announced that it entered a definitive merger agreement with CrossCountry Mortgage in a cash transaction and that it terminated its previous deal with UWM and would pay UWM the termination fee.

Although UWM had disclosed certain information about having hedged the transaction before March 27, investors did not learn the truth of the company’s exposure until August 6, 2026. That day UWM reported three important things.

First, the company reported a massive $451 million net loss and roughly a $603 million hedging loss. Management revealed, apparently for the first time, that “we were over-hedged” and “obviously, the Two Harbors transaction went away.”

Second, UWM disclosed that its total equity sequentially plunged by about $615 million, or a whopping 38%.

On top of that and third, UWM told shareholders in essence that, as a result of the foregoing, it entered into a massively dilutive recapitalization plan.

The market swiftly reacted, sending the price of UWM shares sharply lower that day. Between December 17, 2025, the day of the Two Harbors acquisition announcement, and August 6, 2026, the price Of UWM shares has declined by about $3.65 or 75%.

FREQUENTLY ASKED QUESTIONS ABOUT THE CASE

What is the UWMC investigation about?

We are focused on UWM’s explanations for why it refrained from unwinding its hedges months ago and why management seemingly went virtually silent on the naked hedging risks until recently.

WHAT SHOULD I DO?

I worked at UWMC. What should I do?

If you were an employee of UWMC, you may have valuable information that could be relevant to the investigation. Hagens Berman is one of the nation’s top whistleblower law firms, and has successfully represented many individuals who come forward with information regarding corporate malfeasance. Under the new SEC Whistleblower program, whistleblowers who provide original information may receive rewards totaling up to 30 percent of any successful recovery made by the SEC. For more information, contact Reed Kathrein at 844-916-0895 or [email protected].

There are multiple law firms participating, do I need to contact all of them?

No, you do not need to contact all participating law firms. Generally, class-action investigations and lawsuits are consolidated into a single case to streamline the legal process, and attorneys from only a few law firms are selected to serve in a leadership role on the consolidated case. Hagens Berman has a proven track record of being appointed to leadership roles in complex, multidistrict litigation regarding investor fraud and other consumer rights issues, and your claim will be handled by attorneys who have helped secure approximately $325 billion in class-action settlements on behalf of individuals who have suffered due to corporate malfeasance and the wrongdoing of other powerful institutions.

AM I ELIGIBLE?

What is the threshold amount to be eligible? What are “substantial” losses?

The threshold amount and the definition of "substantial" losses may vary depending on a number of factors specific to the case, including the size of the company, market cap, shares outstanding and who holds them and the damages alleged by the fraud. In general, to be eligible to participate in a class-action lawsuit, you must be able to demonstrate that you suffered financial losses as a result of the alleged wrongdoing and that your losses meet the criteria set by the court or law firm. Fill out the form and submit your losses.

CAN I PARTICIPATE?

Am I affected? What do I need to do to participate?

If you were an investor in UWMC, you may be affected and eligible to participate in the case. To determine your eligibility and potential involvement, fill out the form and submit your losses.

Can any UWMC investor participate?

In most class-action investigations and cases, any investor who meets the eligibility criteria, including purchasing the shares during the relevant period, can participate, regardless of the size of their investment. Fill out the form to find out your rights.

I bought on a non-U.S. Exchange. Can I participate?

No. This investigation only covers shares bought on a U.S. exchange, i.e. NASDAQ or NYSE. Fill out the form to find out your rights.

Am I included if I still hold my shares, or do I need to sell to participate?

Participation is based on purchasing shares during the relevant period, rather than your current holdings. Accordingly, you do not need to sell to participate. Fill out the form to find out your rights.