Insider Trading January 26, 2026

Mat Ishbia and SFS Holding Complete $11.1M Sale of UWM Class A Shares

Three-block sale under a 10b5-1 plan, while UWM posts mixed Q3 2025 results and unveils a $1.3B all-stock deal for Two Harbors

By Derek Hwang UWMC TWO
Mat Ishbia and SFS Holding Complete $11.1M Sale of UWM Class A Shares
UWMC TWO

UWM Holdings Corp insiders, including CEO Mat Ishbia and SFS Holding Corp - a 10% stakeholder - sold a combined 1,898,622 Class A shares across three transactions between January 22 and January 26, 2026, generating roughly $11.1 million. The disposals occurred under an existing 10b5-1 plan. Post-transaction ownership and UWM's recent financial and strategic updates, including a Q3 2025 earnings beat on revenue but a large EPS shortfall, and a proposed $1.3 billion acquisition of Two Harbors Investment Corp, are also reported.

Key Points

  • Mat Ishbia and SFS Holding sold a combined 1,898,622 Class A shares between January 22 and January 26, 2026, realizing about $11.1 million.
  • Sales were executed under a 10b5-1 trading plan adopted by SFS Corp on March 17, 2025; SFS now holds 3,421,013 shares and Ishbia directly holds 279,989 shares.
  • UWM reported Q3 2025 revenue of $843.25 million (23.87% above expectations) but an EPS of $0.01, an 86.65% negative surprise to the forecast; the company also announced a $1.3 billion all-stock acquisition of Two Harbors with a 2.3328 exchange ratio.

Overview of the insider sales

Mat Ishbia, chief executive of UWM Holdings Corp (NYSE: UWMC), together with SFS Holding Corp - identified as a ten-percent owner - disposed of a total of 1,898,622 shares of Class A Common Stock over three separate transactions executed from January 22 to January 26, 2026. The combined proceeds from those sales were approximately $11.1 million. The per-share transaction prices across the three days ranged from $5.75 to $5.87.


Details of each trade

The sales were evenly split across three tranches of 632,874 shares each:

  • January 22, 2026 - 632,874 shares sold at a weighted average price of $5.87 per share; reported individual prices spanned $5.77 to $5.96.
  • January 23, 2026 - 632,874 shares sold at a weighted average price of $5.85 per share; reported individual prices spanned $5.70 to $5.95.
  • January 26, 2026 - 632,874 shares sold at a weighted average price of $5.75 per share; reported individual prices spanned $5.67 to $5.82.

Trading plan and ownership after the transactions

The transactions were carried out under a pre-arranged 10b5-1 trading plan that SFS Corp adopted on March 17, 2025. Following these sales, SFS Holding Corp, which is indirectly controlled by Mat Ishbia, holds 3,421,013 shares. Mat Ishbia's direct ownership is recorded as 279,989 shares.


Restricted stock units and upcoming vesting

The filing also shows that Ishbia directly holds 180,737 Restricted Stock Units. Those RSUs are scheduled to vest on March 1, 2026, at which point they will convert to Class A Common Stock on a one-for-one basis.


Recent financial performance

UWM Holdings reported mixed results for the third quarter of 2025. The company posted revenue of $843.25 million, outperforming expectations by 23.87%. However, reported earnings per share were $0.01, trailing the consensus forecast of $0.0749 and representing an 86.65% negative surprise relative to that projection.


Strategic transaction announced

UWM also disclosed a proposed acquisition of Two Harbors Investment Corp in an all-stock transaction valued at $1.3 billion. Under the terms, Two Harbors shareholders would receive 2.3328 shares of UWMC Class A Common Stock for each share of TWO they hold. That exchange ratio reflects a 21% premium based on UWMC’s recent closing price, according to the announcement.


Analyst coverage

Jefferies initiated coverage of UWM Holdings with a Hold rating and a $5.00 price target. The firm’s target corresponds to its earnings per share expectations for UWM in 2027, as noted in the coverage initiation.


Context and closing

The filings document insider liquidity taken under a standing plan while the company pursues strategic growth through an all-stock acquisition and manages a quarter with divergent top-line and bottom-line outcomes. The combination of insider share sales, impending RSU vesting, a significant acquisition announcement, and fresh analyst coverage presents a cluster of developments for investors tracking UWM Holdings.

Risks

  • Insider selling - The disposal of nearly 1.9 million shares by insiders could raise questions among investors about near-term insider liquidity decisions; this may affect market perception of the stock - relevant to equity investors and market sentiment.
  • Earnings shortfall - The substantial negative EPS surprise for Q3 2025 introduces uncertainty around profitability trends and analyst expectations - relevant to investors and equity analysts covering financial performance.
  • Deal execution - The proposed $1.3 billion all-stock acquisition of Two Harbors carries execution and integration risks inherent in material strategic transactions - relevant to investors in both UWM and Two Harbors, and to capital markets evaluating the exchange ratio.

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