Mat Ishbia (NYSE: UWMC) details 79.4% stake and voting cap
Rhea-AI Filing Summary
UWM Holdings Corporation’s controlling holders, Mat Ishbia and SFS Holding Corp., filed Amendment No. 15 to their Schedule 13D to update ownership and recent activity under a previously adopted 10b5-1 trading plan.
SFS Holding Corp. directly holds 1,265,482,620 shares of Class D Stock, which are convertible or exchangeable, along with Class B Units in Holdings LLC, into an equal number of Class A Common shares. Based on 330,887,769 Class A shares outstanding, the reporting persons beneficially own 1,265,482,620 shares of Class A Stock, or 79.4% of that class.
Due to a Voting Limitation in UWM’s Certificate of Incorporation, no holder may vote more than 79% of the total voting power. As a result, although the reporting persons would otherwise control 99.9% of the voting power through 100% ownership of Class D Stock with ten votes per share, their voting power is capped at 79%.
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Insights
Amendment confirms Ishbia’s maintained supermajority stake and capped voting control.
The amendment shows SFS Holding Corp. holding 1,265,482,620 Class D shares, convertible into Class A Stock, giving the reporting group beneficial ownership of 1,265,482,620 Class A shares, or 79.4% of the Class A outstanding.
The filing also reiterates that, despite this economic and voting concentration, a charter Voting Limitation restricts any holder’s voting power to 79%. Without this limit, the reporting persons would command 99.9% voting power. The amendment primarily updates ownership and activity under a 10b5-1 plan, without describing a structural change.