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2026-06-12 19:19 1mo ago
2026-05-27 08:50 2mo ago
Champion Homes: Successfully Withstanding Weak Housing Market (Rating Upgrade)
SKY Skyline
FMP Stock News
Original source text
Champion Homes reported stable earnings to finish off FY2026. The result is in stark contrast to general housing market conditions. Manufactured housing's better affordability is a clear edge for SKY. The acquisition of 11 sales centers from Homes Direct continues the company's strategy of increasing vertical integration. The strategy seems solid.
2026-06-12 19:19 1mo ago
2026-05-27 20:55 2mo ago
Champion Homes Inc (SKY) Shares Surge 3.2% -- What GF Score of 77 Tells Investors
SKY Skyline
FMP Stock News
Original source text
On May 27, 2026, Champion Homes Inc (SKY) shares rose 3.2% today to $74.12, amid a 52-week trading range of $59.44 to $99.17. This price increase comes as the s
2026-06-12 19:19 1mo ago
2026-06-01 18:58 1mo ago
What to Know About This Fund's $5 Million Exit From Champion Homes
SKY Skyline
FMP Stock News
Original source text
Champion Homes manufactures factory-built housing for homebuyers and institutional clients across North America.
2026-06-12 19:19 1mo ago
2026-06-02 18:00 1mo ago
Champion Homes Announces Senior Leadership Appointments Across Customer Experience, Sales and Manufacturing
SKY Skyline
FMP Stock News
Original source text
TROY, Mich.--(BUSINESS WIRE)--Champion Homes, Inc. (NYSE: SKY) (“Champion Homes”) today announced several leadership appointments in connection with the retirement of Joseph Kimmell, Executive Vice President, Operations, effective June 26, 2026. Mr. Kimmell will remain available on a consulting basis through the end of August to help ensure a smooth transition. The following appointments reflect the Company’s planned approach to succession and leadership alignment as Champion continues to evolve its operating model across 9,300 team members and 129 retail and manufacturing locations:

Wade Lyall has been appointed Chief Sales Officer John Kastanek has been appointed Chief Customer Experience Officer Andrew Houser has been appointed Senior Vice President, Manufacturing “We are excited to announce these leadership appointments, which reflect the depth of talent across Champion and are the result of a thorough succession planning process,” said Tim Larson, President and CEO of Champion Homes. “Wade, John and Andrew bring valuable experience and a deep understanding of our business. By aligning leadership across customer experience, sales and manufacturing, we are strengthening our ability to serve customers, support our partners and execute across the business. With this team in place, we believe Champion is well positioned for its next phase of growth.”

Mr. Larson concluded, “We are grateful for Joe’s many contributions to Champion over nearly three decades. He has played an important leadership role across the Company and our manufacturing organization, including developing a strong team, and we appreciate his long-standing commitment to Champion and support in helping ensure a smooth transition.”

About Wade Lyall

With more than 25 years of industry leadership, Mr. Lyall has a deep understanding of the Company’s operations, having originally joined Champion as a Sales Manager. He previously served as General Manager at two plants in Georgia from 2002 to 2005, Regional Vice President of Sales and Marketing from 2005 to 2012, Regional Vice President of the South Region beginning in 2012 and Vice President of Sales and Business Development beginning in 2015. Mr. Lyall received a B.S. in Business Administration from East Carolina University.

About John Kastanek

Mr. Kastanek has more than 25 years of leadership experience spanning product management, engineering and customer operations across manufacturing, consumer products and connected technology. In his current role as Vice President of Marketing and Customer Operations at Champion Homes, he leads enterprise marketing, digital engagement, customer operations, go‑to‑market strategy and sales enablement. His responsibilities include customer insights and feedback systems that inform product, engineering, manufacturing and operational decisions across the organization. Prior to joining Champion, Mr. Kastanek spent 17 years at Polaris Industries in senior roles across service engineering, product management, global service operations and connected strategy. Mr. Kastanek received a B. S. in Engineering from the University of Minnesota and an MBA from UMN Carlson School of Management.

About Andrew Houser

Mr. Houser has spent more than 25 years of leadership experience across manufacturing and retail operations. In his current role as President of Retail Operations for Champion Homes, he oversees retail operations and the manufacturing facilities that make up Regional Builders Group. Mr. Houser joined Champion as part of the Company’s Regional Homes acquisition, which closed in October 2023, and has brought valuable insights to the broader Champion organization, including through key initiatives in the Texas region. Mr. Houser received his M.A. in Organizational Management from Dallas Baptist University.

About Champion Homes, Inc.

Champion Homes, Inc. (NYSE: SKY) is a leading producer of factory-built housing in North America and employs more than 9,300 people. With more than 70 years of homebuilding experience and 46 manufacturing facilities throughout the United States and western Canada, Champion Homes is well positioned with an innovative portfolio of manufactured and modular homes, ADUs, park-models and modular buildings for the single-family, multi-family, and hospitality sectors.

In addition to its core home building business, Champion Homes provides construction services to install and set-up factory-built homes, operates a factory-direct retail business with 84 retail locations across the United States, and operates Star Fleet Trucking, providing transportation services to the manufactured housing and other industries from several dispatch locations across the United States.

Manufactured and Modular Homes
www.championhomes.com
www.skylinehomes.com
www.genesishomes.com

Park Model RVs
www.championparkmodelscabins.com

Star Fleet Trucking
www.starfleettrucking.com

More News From Champion Homes, Inc.
2026-06-12 19:19 1mo ago
2026-06-10 20:36 1mo ago
Champion Homes Inc (SKY) Stock Down 3.2% -- Now Undervalued? GF Score: 88/100
SKY Skyline
FMP Stock News
Original source text
On June 10, 2026, Champion Homes Inc (SKY) shares fell 3.2% today, closing at $75.13. The stock has fluctuated within a 52-week range of $59.44 to $99.17, refle
2026-06-12 19:19 1mo ago
2026-04-16 10:46 3mo ago
Why Flowserve (FLS) is a Top Growth Stock for the Long-Term
FLS Flowserve
FMP Stock News
Original source text
The Zacks Style Scores offers investors a way to easily find top-rated stocks based on their investing style. Here's why you should take advantage.
2026-06-12 19:19 1mo ago
2026-04-20 09:35 3mo ago
Flowserve (FLS) Moves 7.7% Higher: Will This Strength Last?
FLS Flowserve
FMP Stock News
Original source text
Flowserve Corporation (FLS - Free Report) shares ended the last trading session 7.7% higher at $83.82. The jump came on an impressive volume with a higher-than-average number of shares changing hands in the session. This compares to the stock's 5.3% gain over the past four weeks.

Flowserve’s rally is largely driven by optimism over its strong momentum in the Flowserve Pump Division segment, backed by strong demand for products and services in North America, the Middle East and Africa. Also, the acquisition of Greenray Turbine Solutions, which expanded its aftermarket capabilities for industrial gas turbines and strengthened its rotating equipment portfolio, also bodes well.

This company that makes pumps, valves and other parts for the oil and gas industries is expected to post quarterly earnings of $0.83 per share in its upcoming report, which represents a year-over-year change of +15.3%. Revenues are expected to be $1.19 billion, up 4.1% from the year-ago quarter.

While earnings and revenue growth expectations are important in evaluating the potential strength in a stock, empirical research shows a strong correlation between trends in earnings estimate revisions and near-term stock price movements.

For Flowserve, the consensus EPS estimate for the quarter has been revised 2.1% higher over the last 30 days to the current level. And a positive trend in earnings estimate revision usually translates into price appreciation. So, make sure to keep an eye on FLS going forward to see if this recent jump can turn into more strength down the road.

The stock currently carries a Zacks Rank #3 (Hold). You can see the complete list of today's Zacks Rank #1 (Strong Buy) stocks here >>>>

Flowserve belongs to the Zacks Manufacturing - General Industrial industry. Another stock from the same industry, DNOW (DNOW - Free Report) , closed the last trading session 0.5% higher at $11.95. Over the past month, DNOW has returned 0.8%.

For DNOW, the consensus EPS estimate for the upcoming report has changed -10% over the past month to $0.05. This represents a change of -77.3% from what the company reported a year ago. DNOW currently has a Zacks Rank of #4 (Sell).
2026-06-12 19:19 1mo ago
2026-04-22 11:02 3mo ago
Flowserve (FLS) Earnings Expected to Grow: What to Know Ahead of Next Week's Release
FLS Flowserve
FMP Stock News
Original source text
The market expects Flowserve (FLS - Free Report) to deliver a year-over-year increase in earnings on higher revenues when it reports results for the quarter ended March 2026. This widely-known consensus outlook is important in assessing the company's earnings picture, but a powerful factor that might influence its near-term stock price is how the actual results compare to these estimates.

The stock might move higher if these key numbers top expectations in the upcoming earnings report, which is expected to be released on April 29. On the other hand, if they miss, the stock may move lower.

While the sustainability of the immediate price change and future earnings expectations will mostly depend on management's discussion of business conditions on the earnings call, it's worth handicapping the probability of a positive EPS surprise.

Zacks Consensus EstimateThis company that makes pumps, valves and other parts for the oil and gas industries is expected to post quarterly earnings of $0.82 per share in its upcoming report, which represents a year-over-year change of +13.9%.

Revenues are expected to be $1.19 billion, up 3.8% from the year-ago quarter.

Estimate Revisions TrendThe consensus EPS estimate for the quarter has been revised 0.26% higher over the last 30 days to the current level. This is essentially a reflection of how the covering analysts have collectively reassessed their initial estimates over this period.

Investors should keep in mind that an aggregate change may not always reflect the direction of estimate revisions by each of the covering analysts.

Price, Consensus and EPS Surprise

Earnings WhisperEstimate revisions ahead of a company's earnings release offer clues to the business conditions for the period whose results are coming out. Our proprietary surprise prediction model -- the Zacks Earnings ESP (Expected Surprise Prediction) -- has this insight at its core.

The Zacks Earnings ESP compares the Most Accurate Estimate to the Zacks Consensus Estimate for the quarter; the Most Accurate Estimate is a more recent version of the Zacks Consensus EPS estimate. The idea here is that analysts revising their estimates right before an earnings release have the latest information, which could potentially be more accurate than what they and others contributing to the consensus had predicted earlier.

Thus, a positive or negative Earnings ESP reading theoretically indicates the likely deviation of the actual earnings from the consensus estimate. However, the model's predictive power is significant for positive ESP readings only.

A positive Earnings ESP is a strong predictor of an earnings beat, particularly when combined with a Zacks Rank #1 (Strong Buy), 2 (Buy) or 3 (Hold). Our research shows that stocks with this combination produce a positive surprise nearly 70% of the time, and a solid Zacks Rank actually increases the predictive power of Earnings ESP.

Please note that a negative Earnings ESP reading is not indicative of an earnings miss. Our research shows that it is difficult to predict an earnings beat with any degree of confidence for stocks with negative Earnings ESP readings and/or Zacks Rank of 4 (Sell) or 5 (Strong Sell).

How Have the Numbers Shaped Up for Flowserve?For Flowserve, the Most Accurate Estimate is the same as the Zacks Consensus Estimate, suggesting that there are no recent analyst views which differ from what have been considered to derive the consensus estimate. This has resulted in an Earnings ESP of 0%.

On the other hand, the stock currently carries a Zacks Rank of #3.

So, this combination makes it difficult to conclusively predict that Flowserve will beat the consensus EPS estimate.

Does Earnings Surprise History Hold Any Clue?While calculating estimates for a company's future earnings, analysts often consider to what extent it has been able to match past consensus estimates. So, it's worth taking a look at the surprise history for gauging its influence on the upcoming number.

For the last reported quarter, it was expected that Flowserve would post earnings of $0.94 per share when it actually produced earnings of $1.11, delivering a surprise of +18.09%.

Over the last four quarters, the company has beaten consensus EPS estimates four times.

Bottom LineAn earnings beat or miss may not be the sole basis for a stock moving higher or lower. Many stocks end up losing ground despite an earnings beat due to other factors that disappoint investors. Similarly, unforeseen catalysts help a number of stocks gain despite an earnings miss.

That said, betting on stocks that are expected to beat earnings expectations does increase the odds of success. This is why it's worth checking a company's Earnings ESP and Zacks Rank ahead of its quarterly release. Make sure to utilize our Earnings ESP Filter to uncover the best stocks to buy or sell before they've reported.

Flowserve doesn't appear a compelling earnings-beat candidate. However, investors should pay attention to other factors too for betting on this stock or staying away from it ahead of its earnings release.

Expected Results of an Industry PlayerAmong the stocks in the Zacks Manufacturing - General Industrial industry, Watsco (WSO - Free Report) , is soon expected to post earnings of $1.73 per share for the quarter ended March 2026. This estimate indicates a year-over-year change of -10.4%. This quarter's revenue is expected to be $1.5 billion, down 1.8% from the year-ago quarter.

The consensus EPS estimate for Watsco has been revised 1% lower over the last 30 days to the current level. However, a higher Most Accurate Estimate has resulted in an Earnings ESP of +1.62%.

This Earnings ESP, combined with its Zacks Rank #4 (Sell), makes it difficult to conclusively predict that Watsco will beat the consensus EPS estimate. The company could not beat consensus EPS estimates in any of the last four quarters.

Stay on top of upcoming earnings announcements with the Zacks Earnings Calendar.
2026-06-12 19:19 1mo ago
2026-04-23 04:04 3mo ago
Flowserve Corporation $FLS Shares Sold by Cwm LLC
FLS Flowserve
FMP Stock News
Original source text
Cwm LLC lessened its holdings in shares of Flowserve Corporation (NYSE: FLS) by 27.2% in the undefined quarter, according to the company in its most recent Form 13F filing with the Securities and Exchange Commission (SEC). The fund owned 53,033 shares of the industrial products company's stock after selling 19,776 shares during the
2026-06-12 19:19 1mo ago
2026-04-27 16:05 3mo ago
Flowserve to Participate in Upcoming Investor Conferences
FLS Flowserve
FMP Stock News
Original source text
-

DALLAS--(BUSINESS WIRE)--Flowserve Corporation (NYSE: FLS) (“Flowserve” or the “Company”) announced today its participation in the following upcoming investor conferences:

On Tuesday, May 5, Flowserve’s Investor Relations team will participate in investor meetings at the Oppenheimer Industrial Growth Conference. On Tuesday, May 12, Amy Schwetz, Senior Vice President and Chief Financial Officer, will participate in investor meetings as well as a fireside chat at the BofA Securities Industrials, Transportation & Airlines Key Leaders Conference that will begin at 11:05 am ET. Shareholders and other interested parties can access the live webcast on Flowserve’s Investors page. A replay of the webcast will be available after the event. About Flowserve

Flowserve Corporation is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 50 countries, the Company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the Company’s website at www.flowserve.com.

More News From Flowserve Corporation

Back to Newsroom
2026-06-12 19:19 1mo ago
2026-04-28 05:54 3mo ago
Flowserve: The Unconventional Energy Play That Pays Off
FLS Flowserve
FMP Stock News
Original source text
Flowserve's stock has more than doubled over the past 5-year period, thus outperforming the S&P 500. The current fiscal year is gearing up to be yet another strong period for the company, with margins anticipated to reach a new record high. Bolt-on acquisitions would continue to play a key role for growth as Flowserve's management remains disciplined.
2026-06-12 19:19 1mo ago
2026-04-29 16:05 3mo ago
Flowserve Corporation Reports First Quarter 2026 Results
FLS Flowserve
FMP Stock News
Original source text
-

Flowserve Business System Delivers Strong Execution; Reaffirms Full-Year EPS Guidance

DALLAS--(BUSINESS WIRE)--Flowserve Corporation (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, reported its financial results for the first quarter ended March 31, 2026.

Highlights:

First quarter bookings of $1.15 billion, including: Over $110 million of nuclear bookings $680 million of aftermarket bookings First quarter operating margin of 11.2% decreased 30 basis points and adjusted1 operating margin2 of 15.1% expanded 230 basis points compared to the prior year period First quarter reported EPS of $0.64 and adjusted EPS3 of $0.85 Reported and adjusted EPS include a $0.19 benefit from recoverable IEEPA tariffs, offset by a ($0.06) impact from a taxing authority matter in Latin America and a ($0.06) headwind related to ongoing conflict in the Middle East Reaffirmed full-year 2026 adjusted EPS guidance3 of $4.00 to $4.20 Supported Middle East customers with their critical infrastructure needs while prioritizing employee safety Management Commentary:

“Our consistent execution of the Flowserve Business System resulted in strong margin and earnings expansion in the first quarter,” said Scott Rowe, Flowserve’s President and Chief Executive Officer. “I am proud of our global team’s continued demonstration of discipline and resilience in a highly dynamic environment. As we navigate the effects of the Middle East conflict, our priority remains employee safety while supporting our customers to ensure mission-critical flow control assets continue to operate. “

Rowe continued, “Looking ahead to the balance of 2026, I am confident that our focus on operational excellence and consistent execution will enable us to successfully manage through the evolving environment and capitalize on near-term opportunities. The underlying fundamentals of our business and end markets are robust, and we continue to maintain a favorable outlook supported by global megatrends and confidence in our proven growth strategy. Together, these factors position us well to drive value creation for our shareholders while progressing toward our 2030 sales, earnings, and operating margin expansion targets.”

Key Figures (unaudited):

(dollars in millions, except per share)

Q1 2026

Q1 2025

Change

Original Equipment Bookings

$467.9

$537.8

(13.0%)

Aftermarket Bookings

$680.3

$688.6

(1.2%)

Total Bookings

$1,148.2

$1,226.4

(6.4%)

Organic Sales4

(10.5%)

Acquisition/Divestiture Impact

20 bps

Foreign Exchange Impact

360 bps

Reported Sales

$1,068.3

$1,144.5

(6.7%)

Operating Margin

11.2%

11.5%

(30 bps)

Adjusted Operating Margin

15.1%

12.8%

230 bps

Earnings Per Share (EPS)

$0.64

$0.56

14.3%

Adjusted Earnings Per Share (EPS)

$0.85

$0.72

18.1%

Cash From Operations

($43.1)

($49.9)

$6.8

Backlog

$2,945.9

$2,902.9

1.5%

2026 Guidance3:

The Company updated 2026 guidance:

Prior

Current

Organic Sales Growth

+1% to +3%

(1%) to +2%

Impact From Acquisition/Divestiture

Approx. +300 bps

Approx. +300 bps

Impact From Foreign Exchange Translation

Approx. +100 bps

Approx. +100 bps

Total Sales Growth

+5% to +7%

+3% to +6%

Adjusted EPS

$4.00 to $4.20

$4.00 to $4.20

Net Interest Expense

Approx. $80 million

Approx. $85 million

Adjusted Tax Rate

21% to 22%

21% to 22%

Capital Expenditures

$90 million to $100 million

$90 million to $100 million

Full-year 2026 guidance assumes the acquisition of Trillium Flow Technologies’ Valves Division closes mid-year 2026 and, including incremental interest expense related to financing the acquisition, the acquisition will be roughly neutral to 2026 adjusted EPS. The guidance also assumes tariff rates in place as of April 2026.

Webcast and Conference Call Instructions:

Flowserve will host its conference call to discuss first quarter results on Thursday, April 30, 2026, at 10:00 a.m. Eastern Time. The call can be accessed by shareholders and other interested parties on Flowserve’s Investors page.

Footnotes

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended March 31,

(Amounts in thousands, except per share data)

2026

2025

Sales

$

1,068,269

$

1,144,543

Cost of sales

(688,428

)

(775,209

)

Gross profit

379,841

369,334

Selling, general and administrative expense

(263,400

)

(243,177

)

Net earnings from affiliates

2,991

5,732

Operating income

119,432

131,889

Interest expense

(20,431

)

(19,175

)

Interest income

1,500

1,745

Other income (expense), net

6,999

(17,259

)

Earnings before income taxes

107,500

97,200

Provision for income taxes

(21,131

)

(17,743

)

Net earnings, including noncontrolling interests

86,369

79,457

Less: Net earnings attributable to noncontrolling interests

(4,688

)

(5,552

)

Net earnings attributable to Flowserve Corporation

$

81,681

$

73,905

Net earnings per share attributable to Flowserve Corporation common shareholders:

Basic

$

0.64

$

0.56

Diluted

0.64

0.56

Weighted average shares – basic

127,493

131,566

Weighted average shares – diluted

128,620

132,670

Consolidated Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (Unaudited)

(Amounts in thousands, except per share data)

  Three Months Ended March 31, 2026

Gross Profit

Selling, General & Administrative Expense

Operating Income

Other Income (Expense), Net

Provision For (Benefit From) Income Taxes

Net Earnings (Loss)

Effective Tax Rate

Diluted EPS

Reported

$

379,841

$

263,400

$

119,432

$

6,999

$

21,131

$

81,681

19.7

%

0.64

Reported as a percent of sales

35.6

%

24.7

%

11.2

%

0.7

%

2.0

%

7.6

%

Realignment charges (a)

16,502

(12,465

)

28,967

-

4,443

24,524

15.3

%

0.19

Acquisition and divestiture related (b)(c)

-

(8,588

)

8,588

-

2,150

6,438

25.0

%

0.05

Purchase accounting step-up and intangible asset amortization (d)

1,013

(2,245

)

3,258

-

523

2,735

16.1

%

0.02

Discrete items (e)(f)(g)

31

(674

)

705

1,500

519

1,686

23.5

%

0.01

Below-the-line foreign exchange impacts (h)

-

-

-

(9,038

)

(1,601

)

(7,437

)

17.7

%

(0.06

)

Adjusted

$

397,387

$

239,428

$

160,950

$

(539

)

$

27,165

$

109,627

19.2

%

0.85

Adjusted as a percent of sales

37.2

%

22.4

%

15.1

%

-0.1

%

2.5

%

10.3

%

  Note: Amounts may not calculate due to rounding

(a) Charges represent realignment costs incurred as a result of realignment programs, net of a $5,300 gain associated with a sale-leaseback transaction related to a FCD facility closure.

(b) Charge represents $7,791 of acquisition and integration related costs associated with the Greenray and Trillium Valves acquisitions.

(c) Charge represents $797 of costs associated with other strategic acquisition and divestiture activities.

(d) Charge represents amortization of acquisition related intangible assets associated with the MOGAS and Greenray acquisitions.

(e) Charge represents $277 of non-cash share-based compensation expense associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan.

(f) Charge includes $1,500 for a non-cash pension settlement accounting loss incurred in conjunction with the freeze of our US Qualified pension plan.

(g) Charge represents $428 of transaction costs related to the divestiture of our asbestos-related assets and liabilities.

(h) Below-the-line foreign exchange impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency.

    Three Months Ended March 31, 2025

Gross Profit

Selling, General & Administrative Expense

Operating Income

Other Income (Expense), Net

Provision For (Benefit From) Income Taxes

Net Earnings (Loss)

Effective Tax Rate

Diluted EPS

Reported

$

369,334

$

243,177

$

131,889

$

(17,259

)

$

17,743

$

73,905

18.3

%

0.56

Reported as a percent of sales

32.3

%

21.2

%

11.5

%

-1.5

%

1.6

%

6.5

%

Realignment charges (a)

10,015

1,304

8,711

-

1,871

6,840

21.5

%

0.05

Acquisition related (b)

-

(1,281

)

1,281

-

301

980

23.5

%

0.01

Purchase accounting step-up and intangible asset amortization (c)

3,475

(1,300

)

4,775

-

1,361

3,414

28.5

%

0.03

Discrete items (d)(e)

33

(383

)

416

1,500

451

1,465

23.5

%

0.01

Below-the-line foreign exchange impacts (f)

-

-

-

11,373

2,445

8,928

21.5

%

0.07

Adjusted

$

382,857

$

241,517

$

147,072

$

(4,386

)

$

24,172

$

95,532

19.3

%

0.72

Adjusted as a percent of sales

33.5

%

21.1

%

12.8

%

-0.4

%

2.1

%

8.3

%

  Note: Amounts may not calculate due to rounding

(a) Charges represent realignment costs incurred as a result of realignment programs of which $1,500 is non-cash.

(b) Charge represents acquisition and integration related costs associated with the MOGAS acquisition.

(c) Charge represents amortization of step-up in value of acquired inventories and acquisition related intangible assets associated with the MOGAS acquisition.

(d) Charge represents $416 of non-cash share-based compensation expense associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan.

(e) Charge includes $1,500 for a non-cash pension settlement accounting loss incurred in conjunction with the freeze of our US Qualified pension plan.

(f) Below-the-line foreign exchange impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency.

SEGMENT INFORMATION

(Unaudited)

FLOWSERVE PUMPS DIVISION

Three Months Ended March 31,

(Amounts in millions, except percentages)

2026

2025

Bookings

$

773.9

$

852.9

Sales

744.5

783.1

Gross profit

269.9

268.5

Gross profit margin

36.3

%

34.3

%

SG&A

147.2

137.7

Segment operating income

125.8

136.5

Segment operating income as a percentage of sales

16.9

%

17.4

%

FLOW CONTROL DIVISION

Three Months Ended March 31,

(Amounts in millions, except percentages)

2026

2025

Bookings

$

374.2

$

376.0

Sales

327.6

364.1

Gross profit

108.9

100.2

Gross profit margin

33.3

%

27.5

%

SG&A

67.2

68.7

Segment operating income

41.7

31.5

Segment operating income as a percentage of sales

12.7

%

8.6

%

Segment Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (Unaudited)

(Amounts in thousands)

Flowserve Pumps Division

Three Months Ended March 31, 2026

Gross Profit

Selling, General & Administrative Expense

Operating Income

Three Months Ended March 31, 2025

Gross Profit

Selling, General & Administrative Expense

Operating Income

Reported

$

269,927

$

147,168

$

125,751

Reported

$

268,462

$

137,680

$

136,515

Reported as a percent of sales

36.3

%

19.8

%

16.9

%

Reported as a percent of sales

34.3

%

17.6

%

17.4

%

Realignment charges (a)

10,088

(4,141

)

14,229

Realignment charges (a)

2,979

998

1,981

Discrete items (b)

24

(48

)

72

Discrete items (b)

28

(125

)

153

Acquisition related (c)

-

(39

)

39

Adjusted

$

271,469

$

138,553

$

138,649

Purchase accounting step-up and intangible asset amortization (d)

1,013

(945

)

1,958

Adjusted as a percent of sales

34.7

%

17.7

%

17.7

%

Adjusted

$

281,052

$

141,995

$

142,049

Adjusted as a percent of sales

37.7

%

19.1

%

19.1

%

Flow Control Division

Three Months Ended March 31, 2026

Gross Profit

Selling, General & Administrative Expense

Operating Income

Three Months Ended March 31, 2025

Gross Profit

Selling, General & Administrative Expense

Operating Income

Reported

$

108,947

$

67,231

$

41,716

Reported

$

100,187

$

68,705

$

31,482

Reported as a percent of sales

33.3

%

20.5

%

12.7

%

Reported as a percent of sales

27.5

%

18.9

%

8.6

%

Realignment charges (a)

6,414

5,021

1,393

Realignment charges (a)

7,102

121

6,981

Discrete items (b)

5

(55

)

60

Acquisition related (c)

-

(1,281

)

1,281

Acquisition related (c)

-

(7,738

)

7,738

Purchase accounting step-up and intangible asset amortization (d)

3,475

(1,300

)

4,775

Purchase accounting step-up and intangible asset amortization (d)

-

(1,300

)

1,300

Discrete items (b)

4

(64

)

68

Adjusted

$

115,366

$

63,159

$

52,207

Adjusted

$

110,768

$

66,181

$

44,587

Adjusted as a percent of sales

35.2

%

19.3

%

15.9

%

Adjusted as a percent of sales

30.4

%

18.2

%

12.2

%

Note: Amounts may not calculate due to rounding

Note: Amounts may not calculate due to rounding

(a) Charges represent realignment costs incurred as a result of realignment programs, net of a $5,300 gain associated with a sale-leaseback transaction related to a FCD facility closure.

(a) Charges represent realignment costs incurred as a result of realignment programs of which $1,500 is non-cash.

(b) Charge represents non-cash share-based compensation expense associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan.

(b) Charge represents share-based compensation expense associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan.

(c) Charge represents acquisition and integration related costs associated with the Greenray and Trillium Valves acquisitions within FPD and FCD, respectively.

(c) Charge represents acquisition and integration-related costs associated with the MOGAS acquisition.

(d) Charge represents amortization of acquisition related intangible assets associated with the Greenray and MOGAS acquisitions within FPD and FCD, respectively.

(d) Charge represents amortization of step-up in value of acquired inventories and acquisition related intangible assets associated with the MOGAS acquisition.

  Segment Results

(Unaudited)

  Flowserve Pumps Division

  (dollars in millions)

Q1 2026

Q1 2025

Change

Organic Bookings

(13.6%)

Acquisition / Divestiture Impact

0.3%

FX Impact (a)

4.0%

Total Bookings (b)

$774

$853

(9.3%)

Organic Sales

(9.5%)

Acquisition / Divestiture Impact

0.3%

FX Impact (a)

4.3%

Reported Sales (b)

$745

$783

(4.9%)

Gross Margin

36.3%

34.3%

200 bps

Adjusted Gross Margin (c)

37.7%

34.7%

300 bps

Operating Margin

16.9%

17.4%

(50 bps)

Adjusted Operating Margin (d)

19.1%

17.7%

140 bps

Backlog (b)

$2,076

$2,019

2.8%

Flowserve Control Division

(dollars in millions)

Q1 2026

Q1 2025

Change

Organic Bookings

(2.9%)

Acquisition / Divestiture Impact

0.0%

FX Impact (a)

2.4%

Total Bookings (b)

$374

$376

(0.5%)

Organic Sales

(12.1%)

Acquisition / Divestiture Impact

0.0%

FX Impact (a)

2.1%

Reported Sales (b)

$328

$364

(10.0%)

Gross Margin

33.3%

27.5%

580 bps

Adjusted Gross Margin (c)

35.2%

30.4%

480 bps

Operating Margin

12.7%

8.6%

410 bps

Adjusted Operating Margin (d)

15.9%

12.2%

370 bps

Backlog (b)

$876

$889

(1.5%)

  (a) Foreign exchange (FX) impact reflects a year-over-year change in foreign currency translation.

(b) Bookings, sales, and backlog do not include interdivision eliminations.

(c) Adjusted gross margin is a non‑GAAP financial measure. Adjusted gross margin is calculated by dividing adjusted gross profit by sales. Adjusted gross profit is derived by excluding realignment charges and other specific discrete items. See the Segment Reconciliation of Non‑GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (unaudited).

(d) Adjusted operating margin excludes realignment charges and other specific discrete items.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

March 31,

December 31,

(Amounts in thousands, except par value)

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$

792,354

$

760,183

Accounts receivable, net of allowance for expected credit losses of $84,394 and $83,094, respectively

958,985

1,029,095

Contract assets, net of allowance for expected credit losses of $6,331 and $6,028, respectively

357,487

322,472

Inventories

809,583

789,898

Prepaid expenses and other

136,204

141,237

Total current assets

3,054,613

3,042,885

Property, plant and equipment, net of accumulated depreciation of $1,219,307 and $1,224,912, respectively

559,223

566,751

Operating lease right-of-use assets, net

165,222

166,031

Goodwill

1,381,437

1,391,988

Deferred taxes

156,422

156,250

Other intangible assets, net

194,442

198,475

Other assets, net of allowance of expected credit losses of $66,091 and $66,047, respectively

221,801

185,820

Total assets

$

5,733,160

$

5,708,200

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

520,392

$

554,243

Accrued liabilities

499,611

587,475

Contract liabilities

269,165

274,669

Debt due within one year

52,972

49,868

Operating lease liabilities

35,466

35,630

Total current liabilities

1,377,606

1,501,885

Long-term debt due after one year

1,662,000

1,525,210

Operating lease liabilities

139,887

149,565

Retirement obligations and other liabilities

273,415

277,216

Shareholders’ equity:

Preferred shares, $1.00 par value

-

-

Shares authorized – 1,000, no shares issued

Common shares, $1.25 par value

220,991

220,991

Shares authorized – 305,000

Shares issued – 176,793 and 176,793, respectively

Capital in excess of par value

486,518

508,890

Retained earnings

4,315,243

4,261,977

Treasury shares, at cost – 49,215 and 49,763 shares, respectively

(2,218,764

)

(2,231,685

)

Deferred compensation obligation

6,676

6,629

Accumulated other comprehensive loss

(598,359

)

(575,405

)

Total Flowserve Corporation shareholders' equity

2,212,305

2,191,397

Noncontrolling interests

67,947

62,927

Total equity

2,280,252

2,254,324

Total liabilities and equity

$

5,733,160

$

5,708,200

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended March 31,

(Amounts in thousands)

2026

2025

Cash flows – Operating activities:

Net earnings, including noncontrolling interests

$

86,369

$

79,457

Adjustments to reconcile net earnings to net cash (used) provided by operating activities:

Depreciation

20,329

18,831

Amortization of intangible and other assets

3,731

5,571

Stock-based compensation

10,716

8,656

Foreign currency, asset write downs and other non-cash adjustments

(14,525

)

(7,350

)

Change in assets and liabilities:

Accounts receivable, net

63,517

(50,679

)

Inventories

(24,604

)

8,804

Contract assets, net

(38,454

)

(9,447

)

Prepaid expenses and other assets, net

(8,940

)

6,669

Accounts payable

(32,385

)

(16,861

)

Contract liabilities

(3,722

)

(3,648

)

Accrued liabilities

(110,074

)

(89,467

)

Retirement obligations and other liabilities

5,027

(5,448

)

Net deferred taxes

(65

)

4,978

Net cash flows (used) by operating activities

(43,080

)

(49,934

)

Cash flows – Investing activities:

Capital expenditures

(16,899

)

(11,738

)

Proceeds from disposal of assets

9,719

462

Net cash flows (used) by investing activities

(7,180

)

(11,276

)

Cash flows – Financing activities:

Payments on term loan

(9,375

)

(9,375

)

Proceeds under revolving credit facility

150,000

-

Proceeds under other financing arrangements

391

150

Payments under other financing arrangements

(2,610

)

(101

)

Repurchases of common shares

-

(21,088

)

Payments related to tax withholding for stock-based compensation

(22,635

)

(11,063

)

Payments of dividends

(26,722

)

(27,617

)

Contingent consideration payment related to acquired business

-

(15,000

)

Other

(529

)

(138

)

Net cash flows (used) provided by financing activities

88,520

(84,232

)

Effect of exchange rate changes on cash and cash equivalents

(6,089

)

10,805

Net change in cash and cash equivalents

32,171

(134,637

)

Cash and cash equivalents at beginning of period

760,183

675,441

Cash and cash equivalents at end of period

$

792,354

$

540,804

About Flowserve:

Flowserve Corporation is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 50 countries, the Company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the Company’s website at www.flowserve.com.

Safe Harbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "forecasts," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: economic, political and other risks associated with our international operations, including military actions, trade embargoes, blockades or other closures of major trade lanes, epidemics or pandemics and changes to tariffs or trade agreements that could affect customer markets, particularly North African, Latin American, Asian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; global supply chain disruptions and the current inflationary environment could adversely affect the efficiency of our manufacturing and increase the cost of providing our products to customers; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from any restructuring and realignment initiatives, our business could be adversely affected; the substantial dependence of our sales on the success of the energy, chemical, power generation and general industries; the adverse impact of volatile raw materials prices on our products and operating margins; the impact of public health emergencies, such as outbreaks of epidemics, pandemics, and contagious diseases, on our business and operations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; potential adverse effects resulting from the implementation of new tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Argentina; potential adverse consequences resulting from litigation to which we are a party; expectations regarding acquisitions and the integration of acquired businesses; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; if we are not able to maintain our competitive position by successfully developing and introducing new products and integrate new technologies, including artificial intelligence and machine learning; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the United States, as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.

All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company's performance. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

More News From Flowserve Corporation

Back to Newsroom
2026-06-12 19:19 1mo ago
2026-04-29 18:47 3mo ago
Flowserve (FLS) Tops Q1 Earnings Estimates
FLS Flowserve
FMP Stock News
Original source text
Flowserve (FLS - Free Report) came out with quarterly earnings of $0.85 per share, beating the Zacks Consensus Estimate of $0.82 per share. This compares to earnings of $0.72 per share a year ago. These figures are adjusted for non-recurring items.

This quarterly report represents an earnings surprise of +3.66%. A quarter ago, it was expected that this company that makes pumps, valves and other parts for the oil and gas industries would post earnings of $0.94 per share when it actually produced earnings of $1.11, delivering a surprise of +18.09%.

Over the last four quarters, the company has surpassed consensus EPS estimates four times.

Flowserve, which belongs to the Zacks Manufacturing - General Industrial industry, posted revenues of $1.07 billion for the quarter ended March 2026, missing the Zacks Consensus Estimate by 10.08%. This compares to year-ago revenues of $1.14 billion. The company has not been able to beat consensus revenue estimates over the last four quarters.

The sustainability of the stock's immediate price movement based on the recently-released numbers and future earnings expectations will mostly depend on management's commentary on the earnings call.

Flowserve shares have added about 22.6% since the beginning of the year versus the S&P 500's gain of 4.3%.

What's Next for Flowserve?While Flowserve has outperformed the market so far this year, the question that comes to investors' minds is: what's next for the stock?

There are no easy answers to this key question, but one reliable measure that can help investors address this is the company's earnings outlook. Not only does this include current consensus earnings expectations for the coming quarter(s), but also how these expectations have changed lately.

Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions. Investors can track such revisions by themselves or rely on a tried-and-tested rating tool like the Zacks Rank, which has an impressive track record of harnessing the power of earnings estimate revisions.

Ahead of this earnings release, the estimate revisions trend for Flowserve was mixed. While the magnitude and direction of estimate revisions could change following the company's just-released earnings report, the current status translates into a Zacks Rank #3 (Hold) for the stock. So, the shares are expected to perform in line with the market in the near future. You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.

It will be interesting to see how estimates for the coming quarters and the current fiscal year change in the days ahead. The current consensus EPS estimate is $0.96 on $1.23 billion in revenues for the coming quarter and $4.09 on $5.01 billion in revenues for the current fiscal year.

Investors should be mindful of the fact that the outlook for the industry can have a material impact on the performance of the stock as well. In terms of the Zacks Industry Rank, Manufacturing - General Industrial is currently in the bottom 37% of the 250 plus Zacks industries. Our research shows that the top 50% of the Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1.

Mueller Water Products (MWA - Free Report) , another stock in the same industry, has yet to report results for the quarter ended March 2026. The results are expected to be released on May 5.

This maker of fire hydrants, pipes and water valves is expected to post quarterly earnings of $0.38 per share in its upcoming report, which represents a year-over-year change of +11.8%. The consensus EPS estimate for the quarter has remained unchanged over the last 30 days.

Mueller Water Products' revenues are expected to be $378.15 million, up 3.8% from the year-ago quarter.
2026-06-12 19:19 1mo ago
2026-04-29 22:00 3mo ago
Here's What Key Metrics Tell Us About Flowserve (FLS) Q1 Earnings
FLS Flowserve
FMP Stock News
Original source text
Flowserve (FLS - Free Report) reported $1.07 billion in revenue for the quarter ended March 2026, representing a year-over-year decline of 6.7%. EPS of $0.85 for the same period compares to $0.72 a year ago.

The reported revenue represents a surprise of -10.08% over the Zacks Consensus Estimate of $1.19 billion. With the consensus EPS estimate being $0.82, the EPS surprise was +3.66%.

While investors scrutinize revenue and earnings changes year-over-year and how they compare with Wall Street expectations to determine their next move, some key metrics always offer a more accurate picture of a company's financial health.

As these metrics influence top- and bottom-line performance, comparing them to the year-ago numbers and what analysts estimated helps investors project a stock's price performance more accurately.

Here is how Flowserve performed in the just reported quarter in terms of the metrics most widely monitored and projected by Wall Street analysts:

Sales- Flow Control Division (FCD): $327.6 million compared to the $375.7 million average estimate based on three analysts. The reported number represents a change of -10% year over year.Sales- Flowserve Pump Division (FPD): $744.5 million versus the three-analyst average estimate of $815.14 million. The reported number represents a year-over-year change of -4.9%.Adjusted Operating Income- Flowserve Pump Division (FPD): $142.05 million versus the three-analyst average estimate of $150.39 million.Adjusted Operating Income- Flow Control Division (FCD): $52.21 million versus the three-analyst average estimate of $50.17 million.View all Key Company Metrics for Flowserve here>>>

Shares of Flowserve have returned +15.7% over the past month versus the Zacks S&P 500 composite's +12.2% change. The stock currently has a Zacks Rank #3 (Hold), indicating that it could perform in line with the broader market in the near term.
2026-06-12 19:19 1mo ago
2026-04-30 14:40 3mo ago
Flowserve's Q1 Earnings Surpass Estimates, Revenues Decrease Y/Y
FLS Flowserve
FMP Stock News
Original source text
FLS posts Q1 earnings beat but revenues and bookings decline and 2026 outlook is lowered, signaling mixed performance across segments and softer growth.
2026-06-12 19:19 1mo ago
2026-04-30 16:01 3mo ago
Flowserve Corporation (FLS) Q1 2026 Earnings Call Transcript
FLS Flowserve
FMP Stock News
Original source text
Flowserve Corporation (FLS) Q1 2026 Earnings Call Transcript
2026-06-12 19:19 1mo ago
2026-05-05 18:07 2mo ago
Flowserve Prices Senior Notes Offering
FLS Flowserve
FMP Stock News
Original source text
DALLAS--(BUSINESS WIRE)--Flowserve Corporation (NYSE: FLS) ("Flowserve" or the "Company"), a leading provider of flow control products and services for the global infrastructure markets, today announced the pricing of a public offering of $500 million of its 5.700% senior notes due 2036. The offering is expected to close on May 12, 2026, subject to customary conditions. The notes will be general senior unsecured obligations of the Company and will rank equally in right of payment with the Compa.
2026-06-12 19:19 1mo ago
2026-05-12 13:20 2mo ago
Flowserve Corporation (FLS) Presents at Bank of America 33rd Annual Industrials, Transportation and Airlines Key Leaders Conference Transcript
FLS Flowserve
FMP Stock News
Original source text
Flowserve Corporation (FLS) Presents at Bank of America 33rd Annual Industrials, Transportation and Airlines Key Leaders Conference Transcript
2026-06-12 19:19 1mo ago
2026-05-14 13:53 2mo ago
Flowserve Announces Results of 2026 Annual Meeting of Shareholders and Quarterly Dividend
FLS Flowserve
FMP Stock News
Original source text
DALLAS--(BUSINESS WIRE)--Flowserve Corporation (NYSE: FLS) (“Flowserve” or the “Company”), a leading provider of flow control products and services for the global infrastructure markets, has released the voting results of its 2026 Annual Meeting of Shareholders and announced its quarterly cash dividend.

Flowserve Announces Results of 2026 Annual Meeting of Shareholders and Quarterly Dividend

Share Annual Meeting Results

At the virtual Annual Meeting, Flowserve’s shareholders elected Sujeet Chand, Ruby R. Chandy, John L. Garrison, Cheryl H. Johnson, Michael C. McMurray, Thomas B. Okray, R. Scott Rowe, Brian D. Savoy and Ross B. Shuster to its Board of Directors, reflecting continued shareholder support in Flowserve’s Board. Each Board member will serve an annual term expiring at the 2027 Annual Meeting of Shareholders.

Gayla J. Delly, who has served on the Board for 18 years, and Kenneth I. Siegel, who has served for four years, did not stand for re-election.

“On behalf of Flowserve associates around the world, I would like to thank Gayla Delly and Kenneth Siegel for their service on the Board and contributions to Flowserve,” said Scott Rowe, Flowserve President and Chief Executive Officer. “We appreciate the support of our shareholders and remain focused on advancing our strategic growth priorities and continuing to drive sustainable value for our shareholders.”

The voting results for the remaining proposals were as follows:

Shareholders approved an advisory vote on executive compensation, with approximately 94.1 percent voting in favor of the proposal. Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Flowserve’s independent registered public accounting firm for 2026. Shareholders rejected a shareholder proposal requesting an annual advisory shareholder vote regarding the Company’s stock repurchases, with approximately 96.3 percent voting against the proposal. Final voting results on all agenda items will be available in a Current Report on Form 8-K to be filed following certification by Flowserve’s inspector of elections. Biographies for all members of the board can be found in Flowserve’s 2026 Proxy Statement or on www.flowserve.com.

Dividends Declared

Flowserve’s Board of Directors has authorized a quarterly cash dividend of $0.22 per share on outstanding shares of common stock.

The dividend is payable July 10, 2026, to shareholders of record as of the close of business on June 26, 2026.

While Flowserve currently intends to pay regular quarterly cash dividends for the foreseeable future, any future dividends at this $0.22 per share rate or otherwise will be reviewed individually and declared by the Board of Directors at its discretion.

About Flowserve: Flowserve Corporation is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 50 countries, the Company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the Company’s web site at www.flowserve.com.

Safe Harbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "forecasts," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: economic, political and other risks associated with our international operations, including military actions, trade embargoes, blockades or other closures of major trade lanes, epidemics or pandemics and changes to tariffs or trade agreements that could affect customer markets, particularly North African, Latin American, Asian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; global supply chain disruptions and the current inflationary environment could adversely affect the efficiency of our manufacturing and increase the cost of providing our products to customers; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from any restructuring and realignment initiatives, our business could be adversely affected; the substantial dependence of our sales on the success of the energy, chemical, power generation and general industries; the adverse impact of volatile raw materials prices on our products and operating margins; the impact of public health emergencies, such as outbreaks of epidemics, pandemics, and contagious diseases, on our business and operations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; potential adverse effects resulting from the implementation of new tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Argentina; potential adverse consequences resulting from litigation to which we are a party; expectations regarding acquisitions and the integration of acquired businesses; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; if we are not able to maintain our competitive position by successfully developing and introducing new products and integrate new technologies, including artificial intelligence and machine learning; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the United States, as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.

All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.
2026-06-12 19:19 1mo ago
2026-05-26 21:17 2mo ago
Is Flowserve Corp (FLS) Overvalued After 5.4% Rally? GF Value Says Overvalued
FLS Flowserve
FMP Stock News
Original source text
On May 26, 2026, Flowserve Corp FLS shares rose 5.4% to a current price of $73.35. This performance comes amidst a 52-week range of $45.11 to $92.41, highlighting significant volatility in the stock's price. The recent uptick is notable given the stock’s 1-month decline of 11.9%, but the year-to-date performance shows a modest increase of 6.0% and a remarkable 49.9% rise over the past year.

GF Value™ verdict: The current price of $73.35 is 39.5% above the GF Value™ of $52.58, indicating overvaluation.GF Score™: 87/100 (Strong), suggesting a strong overall performance across key metrics.Most notable signal: Insiders bought $0.2M in shares in the last 3 months, indicating confidence in the company's future. Is FLS Overvalued or Undervalued? The current trading price of Flowserve Corp FLS at $73.35 is significantly above the GF Value™ of $52.58, marking the stock as overvalued by 39.5%. This overvaluation suggests a lack of margin of safety for investors, as buying at such levels may lead to potential losses if the market corrects itself towards the intrinsic value. The GF Valuation label indicates that the stock is significantly overvalued, raising concerns about the sustainability of its current price.

When a stock is identified as overvalued, it carries inherent risks, particularly in a volatile market environment. Investors might face downward pressure on the stock price as market corrections occur, particularly if the company's performance does not justify the high valuation. GF Value™ is GuruFocus' proprietary measure of intrinsic value, calculated from historical trading multiples, past business growth, and future performance estimates, providing an essential context for understanding Flowserve's current market position.

How Does FLS's Valuation Compare to Its History? Metric Current Historical P/E (TTM) 27.2x 26.8x Forward P/E 18.1x - Flowserve's current P/E ratio of 27.2x is slightly above its 5-year median P/E of 26.8x, indicating that the stock is trading at a premium compared to its historical valuation. Additionally, the forward P/E of 18.1x suggests expectations of improved earnings in the future, though this is not enough to offset the current overvaluation indicated by the GF Value™ verdict. Therefore, the P/E analysis aligns with the GF Value™ conclusion that the stock is overvalued at its current price.

What Does FLS's GF Score™ Tell Us? Metric Rating GF Score™ 87/100 Financial Strength 6/10 Profitability 8/10 Growth 8/10 Valuation 5/10 Momentum 9/10 The GF Score™ of 87/100 indicates a strong overall performance, with particularly high scores in Profitability (8/10) and Growth (8/10), suggesting that Flowserve is well-positioned in these areas. However, the Valuation score of 5/10 reflects the current concerns regarding overvaluation. Additionally, the Momentum score of 9/10 indicates strong recent price performance, although this may not be sustainable if the stock is indeed overvalued.

What Are Insiders Doing with FLS Stock? In the last three months, insiders at Flowserve Corp have purchased $0.2 million worth of shares, and there have been no reported sales. This buying activity suggests that insiders have confidence in the company’s future prospects and may believe that the current price provides a favorable opportunity. Such insider buying can be a positive signal for potential investors, as it indicates alignment between management's interests and those of the shareholders.

What This Means for Investors Based on the GF Value™ assessment, Flowserve Corp FLS is currently overvalued at a price of $73.35, significantly above the estimated fair value of $52.58. Investors may want to exercise caution and consider the implications of the current valuation relative to the stock's historical performance and the inherent risks involved.

For the complete analysis, visit the Flowserve Corp FLS stock page. You can also explore the GF Value™ page for detailed valuation methodology, or use the GuruFocus Stock Screener to find similar opportunities.

Frequently Asked Questions What is FLS's GF Score™?

FLS's GF Score™ is 87/100, indicating a strong overall performance across key metrics, which suggests potential for higher long-term returns.

Is FLS overvalued or undervalued?

FLS is currently overvalued, with a GF Value™ of $52.58 compared to the current price of $73.35, indicating a significant margin of overvaluation.

What is FLS's P/E ratio?

FLS's P/E ratio (TTM) is 27.2x, which is slightly above its historical 5-year median of 26.8x, indicating that the stock is trading at a premium compared to its historical valuation.

This stock alert was generated using automated technology and GuruFocus financial data to provide readers with timely and accurate market reporting. This content was reviewed by GuruFocus editorial team prior to publication. Please send any questions or comments about this story to [email protected].
2026-06-12 19:19 1mo ago
2026-05-28 08:00 2mo ago
Starboard Delivers Letter to Flowserve
FLS Flowserve
FMP Stock News
Original source text
-

Believes Flowserve Is a High-Quality Business Poised to Benefit from Powerful Secular Tailwinds Across Reindustrialization, Power Generation, Nuclear, and Energy Security

Highlights that the Company Has Significantly Underperformed Due to Poor Execution and Details Opportunities to Deliver Improved Shareholder Value

Believes FY30 Targets Are a First Step, and Flowserve Needs to Do Better Faster

Looks Forward to Continuing Constructive Engagement with Board and Management and Plans to Hold Company Accountable

NEW YORK--(BUSINESS WIRE)--Starboard Value LP (together with its affiliates, “Starboard”), a significant shareholder of Flowserve Corporation (“Flowserve” or the “Company”) (NYSE: FLS), today announced that it has delivered a letter to Flowserve’s Board of Directors, with a copy to the Company’s Chief Executive Officer, R. Scott Rowe, and Chief Financial Officer, Amy Schwetz.

The full text of Starboard's letter to the Company can be viewed here.

About Starboard Value LP

Starboard Value LP is an investment adviser with a focused and differentiated fundamental approach to investing in publicly traded companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

More News From Starboard Value LP

Back to Newsroom
2026-06-12 19:19 1mo ago
2026-05-28 16:01 2mo ago
Flowserve Underscores Commitment to Driving Value Creation for Shareholders
FLS Flowserve
FMP Stock News
Original source text
DALLAS--(BUSINESS WIRE)--Flowserve Corporation (NYSE: FLS) (“Flowserve” or the “Company”), a leading provider of flow control products and services for the global infrastructure markets, today issued the following statement in response to a letter issued by Starboard Value LP (collectively with its affiliates, "Starboard").

The Flowserve Board of Directors (the “Board”) and management team are committed to acting in the best interests of the Company and all shareholders. We regularly engage with investors to better understand their perspectives, and we welcome constructive input that furthers our goal of creating sustainable, long-term value for all shareholders. To this end, members of Flowserve’s management team have held discussions with Starboard in recent months.

Flowserve has made meaningful portfolio and operational improvements that have resulted in 860 basis points of adjusted operating margin improvement since 2022. We believe the Company is better positioned to drive growth and value creation than at any point in our history. Powered by our 3D strategy and the Flowserve Business System, the Company continues to deliver substantial year‑over‑year improvement across key operational and financial metrics.

The Company reaffirms its 2026 guidance, including adjusted operating margin expansion and double-digit adjusted EPS growth. Additionally, the management team remains committed to its 2030 financial targets of mid-single digit organic sales CAGR from 2025-2030, 20% adjusted operating margin by 2030, and double-digit adjusted EPS CAGR from 2025-2030.

The strength of our aftermarket franchise and a resurgent power and nuclear end market fueled by AI growth, data center development and broader electrification trends provide a strong backdrop for growth. The current geopolitical environment should drive increased investment in energy security and diversification globally, providing another long-term tailwind for the Company. In addition, strong cash generation continues to facilitate disciplined, value-creating capital deployment, such as the acquisition of the Valves Division of Trillium Flow Technologies, as well as the return of $365 million to shareholders in 2025, including $255 million in share repurchases.

The Board and management team will continue to take action to drive sustainable growth, expand margins and enhance cash flow, thereby increasing value for all shareholders.

About Flowserve

Flowserve Corporation is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 50 countries, the Company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the Company’s website at www.flowserve.com.

Safe Harbor Statement

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: economic, political and other risks associated with our international operations, including military actions, trade embargoes, blockades or other closures of major trade lanes, epidemics or pandemics and changes to tariffs or trade agreements that could affect customer markets, particularly North African, Latin American, Asian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; global supply chain disruptions and the current inflationary environment could adversely affect the efficiency of our manufacturing and increase the cost of providing our products to customers; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from any restructuring and realignment initiatives, our business could be adversely affected; the substantial dependence of our sales on the success of the energy, chemical, power generation and general industries; the adverse impact of volatile raw materials prices on our products and operating margins; the impact of public health emergencies, such as outbreaks of epidemics, pandemics, and contagious diseases, on our business and operations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; potential adverse effects resulting from the implementation of new tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Argentina; potential adverse consequences resulting from litigation to which we are a party; expectations regarding acquisitions and the integration of acquired businesses; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; if we are not able to maintain our competitive position by successfully developing and introducing new products and integrate new technologies, including artificial intelligence and machine learning; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the United States, as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the U.S. Securities and Exchange Commission.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company's performance. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.
2026-06-12 19:19 1mo ago
2026-05-29 12:31 2mo ago
Flowserve (FLS) Up 2.1% Since Last Earnings Report: Can It Continue?
FLS Flowserve
FMP Stock News
Original source text
A month has gone by since the last earnings report for Flowserve (FLS - Free Report) . Shares have added about 2.1% in that time frame, underperforming the S&P 500.

But investors have to be wondering, will the recent positive trend continue leading up to its next earnings release, or is Flowserve due for a pullback? Before we dive into how investors and analysts have reacted as of late, let's take a quick look at its latest earnings report in order to get a better handle on the important drivers.

Flowserve's Q1 Earnings Surpass Estimates, Revenues Decrease Y/YFlowserve’s first-quarter 2026 adjusted earnings of 85 cents per share beat the Zacks Consensus Estimate of 82 cents. The bottom line increased 18.1% year over year.

Flowserve’s total revenues of $1.07 billion missed the consensus estimate of $1.19 billion. Also, the top line decreased 6.7% year over year. Aftermarket bookings decreased 1.2% year over year to $680.3 million, while original equipment bookings decreased 13% year over year to $467.9 million.

Total bookings amounted to $1.15 billion, reflecting a decrease of 6.4% year over year. The backlog at the end of the quarter was $2.95 billion, up 1.5% year over year.

Segmental DetailsFlowserve currently has two reportable segments, Flowserve Pump Division and Flow Control Division. A brief discussion of the segments is provided below:

In the first quarter, revenues from the Flowserve Pumps Division segment were $744.5 million, down 4.9% year over year. Segmental operating income was $125.8 million, down 7.8% year over year.

Revenues from the Flow Control Division segment were $327.6 million, down 10% year over year. The segment’s operating income was $41.7 million, up 32.4% year over year.

Margin ProfileIn the first quarter, Flowserve’s cost of sales decreased 11.2% year over year to $688.4 million. Gross profit rose 2.8% year over year to $379.8 million and the margin increased 330 basis points (bps) to 35.6%. Selling, general and administrative expenses were $263.4 million, up 8.3% year over year.

Operating income decreased 9.5% year over year to $119.4 million. The operating margin was 11.2%, down 30 bps year over year. The effective tax rate was 19.7%.

Flowserve’s Balance Sheet and Cash FlowExiting the first quarter, Flowserve had cash and cash equivalents of $792.4 million compared with $760.2 million at the end of 2025. Long-term debt (due after one year) was $1.66 billion compared with $1.53 billion reported at the end of 2025.

In the first three months of 2026, the company used net cash of $43.1 million for operating activities compared with $49.9 million cash used in the year-ago period. Capital expenditure totaled $16.9 million, up 44% year over year.

During the same period, the company used $26.7 million for distributing dividends. Flowserve did not repurchase shares in the first three months.

2026 GuidanceFlowserve has updated its 2026 outlook. The company now expects a 3-6% increase in revenues from the year-ago level compared with 5-7% expected earlier. Organic revenues are projected to decline 1% to grow 2% compared with 1-3% increase expected earlier. It currently anticipates earnings per share (on an adjusted basis) to be $4.00-$4.20.

The adjusted tax rate is projected to be approximately 21-22%. The company forecasts net interest expense to be $85 million and capital expenditure in the range of $90-$100 million.

How Have Estimates Been Moving Since Then?In the past month, investors have witnessed a downward trend in estimates review.

The consensus estimate has shifted -6.91% due to these changes.

VGM ScoresCurrently, Flowserve has a nice Growth Score of B, though it is lagging a lot on the Momentum Score front with an F. However, the stock has a score of C on the value side, putting it in the middle 20% for this investment strategy.

Overall, the stock has an aggregate VGM Score of C. If you aren't focused on one strategy, this score is the one you should be interested in.

OutlookEstimates have been broadly trending downward for the stock, and the magnitude of these revisions indicates a downward shift. Notably, Flowserve has a Zacks Rank #3 (Hold). We expect an in-line return from the stock in the next few months.

Performance of an Industry PlayerFlowserve is part of the Zacks Manufacturing - General Industrial industry. Over the past month, Crane (CR - Free Report) , a stock from the same industry, has gained 2.1%. The company reported its results for the quarter ended March 2026 more than a month ago.

Crane reported revenues of $696.4 million in the last reported quarter, representing a year-over-year change of +24.9%. EPS of $1.65 for the same period compares with $1.39 a year ago.

For the current quarter, Crane is expected to post earnings of $1.65 per share, indicating a change of +10.7% from the year-ago quarter. The Zacks Consensus Estimate has changed +1.3% over the last 30 days.

The overall direction and magnitude of estimate revisions translate into a Zacks Rank #3 (Hold) for Crane. Also, the stock has a VGM Score of D.
2026-06-12 19:19 1mo ago
2026-05-04 16:51 2mo ago
UWMC Responds to TWO Board's Latest Failing for TWO Stockholders
UWMC UWM Holdings
FMP Stock News
Original source text
PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)-- #UWMC--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today responded to the press release issued by Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) rejecting UWMC's $12.00 per share acquisition proposal and reaffirming the support of its Board for its $11.30 per share transaction with CrossCountry Mortgage, LLC (“CrossCountry”): “The TWO Board's interpretation of the numbers don't reflect the underlying math. UWMC's fully.
2026-06-12 19:19 1mo ago
2026-05-06 08:30 2mo ago
UWM Holdings Corporation Announces First Quarter 2026 Results
UWMC UWM Holdings
FMP Stock News
Original source text
PONTIAC, Mich.--(BUSINESS WIRE)--UWM Holdings Corporation (NYSE: UWMC) (“UWMC” or the “Company”), the publicly traded indirect parent of United Wholesale Mortgage (“UWM”), today announced its results for the first quarter ended March 31, 2026. Total loan origination volume was $44.9 billion for the first quarter 2026, up 39% year-over-year, and the second-highest first quarter production in company history. The Company reported 1Q26 total revenue of $901.4 million, net income of $170.4 million and adjusted EBITDA of $160.9 million.

Mat Ishbia, Chairman, Chief Executive Officer and President of UWMC, said, “Q1 was an exceptional quarter for UWM and our second‑best first quarter of all time. The last time we delivered results of this magnitude, interest rates were nearly 50% lower, which underscores the strength, scale and resilience of our business. Our team and broker partners executed at the highest level, using UWM’s proprietary technology and AI‑powered tools like Mia to win more loans, more efficiently, every day. We continue to move ahead of schedule with bringing servicing in‑house, and regardless of whether rates stay higher or move lower, we are positioned to keep winning as we are built to perform through all cycles. This quarter is a clear proof point of that.”

First Quarter 2026 Highlights

Originations of $44.9 billion in 1Q26, compared to $49.6 billion in 4Q25 and $32.4 billion in 1Q25 Purchase originations of $18.7 billion in 1Q26, compared to $18.9 billion in 4Q25 and $21.7 billion in 1Q25 Refinance originations of $26.3 billion in 1Q26, compared to $30.7 billion in 4Q25 and $10.6 billion in 1Q25 Total gain margin of 123 bps in 1Q26 compared to 122 bps in 4Q25 and 94 bps in 1Q25 Total revenue of $901.4 million in 1Q26 compared to $945.2 million in 4Q25 and $613.4 million in 1Q25 Net income of $170.4 million in 1Q26 compared to net income of $164.5 million in 4Q25 and net loss of $247.0 million in 1Q25 Adjusted EBITDA of $160.9 million in 1Q26 compared to $232.8 million in 4Q25 and $57.8 million in 1Q25 Total equity of $1.60 billion at March 31, 2026, compared to $1.59 billion at December 31, 2025, and $1.64 billion at March 31, 2025 Unpaid principal balance of MSRs of $229.5 billion with a WAC of 5.90% at March 31, 2026, compared to $240.8 billion with a WAC of 5.65% at December 31, 2025, and $214.6 billion with a WAC of 5.44% at March 31, 2025 Ended 1Q26 with approximately $1.3 billion of available liquidity, reflecting $424.0 million of cash plus available borrowing capacity under our secured and unsecured lines of credit Production and Income Statement Highlights (dollars in thousands, except per share amounts)

  Q1 2026

Q4 2025

Q1 2025

Loan origination volume(1)

$

44,944,156

$

49,608,104

$

32,351,776

Total gain margin(1)(2)

1.23

%

1.22

%

0.94

%

Total revenue

$

901,427

$

945,247

$

613,370

Net income (loss)

170,374

164,484

(247,028

)

Diluted earnings (loss) per share

0.09

0.08

(0.12

)

Adjusted diluted earnings per share(3)

N/A

0.08

N/A

Adjusted net income (loss) (3)

137,154

130,561

(195,300

)

Adjusted EBITDA(3)

160,909

232,778

57,803

  (1) Key operational metric (see discussion below)

(2) Represents total loan production income divided by loan origination volume

(3) Non-GAAP metric (see discussion and reconciliations below)

Balance Sheet Highlights as of Period-end (dollars in thousands)

  Q1 2026

Q4 2025

Q1 2025

Cash and cash equivalents

$

423,996

$

503,364

$

485,024

Mortgage loans at fair value

10,991,101

9,932,729

8,402,211

Mortgage servicing rights

4,591,855

4,073,781

3,321,457

Total assets

19,266,244

16,928,676

14,048,433

Non-funding debt (1)

5,092,831

4,292,940

3,149,687

Total equity

1,600,901

1,593,629

1,635,349

Non-funding debt to equity (1)

3.18

2.69

1.93

  (1) Non-GAAP metric (see discussion and reconciliations below)

Mortgage Servicing Rights (dollars in thousands)

  Q1 2026

Q4 2025

Q1 2025

Unpaid principal balance

$

229,503,024

$

240,813,979

$

214,615,072

Weighted average interest rate

5.90

%

5.65

%

5.44

%

Weighted average age (months)

17

18

19

First Quarter Business and Product Highlights:

In-House Servicing Progress

All new loans are now on UWM’s proprietary servicing platform and on pace to have substantially all loans serviced in-house by October 2026, ahead of the previously communicated timeline. This milestone is expected to drive meaningful improvements in borrower retention, expenses, and long-term shareholder value. Bilt Built-In Rewards

As part of UWM’s strategic collaboration with Bilt, a leading payments and rewards platform, UWM continues to roll out Built‑In Rewards, giving broker partners a powerful new way to differentiate themselves. With UWM now servicing loans in-house, borrowers can earn rewards automatically on every on‑time digital mortgage payment, redeemable for dining, grocery and pharmacy purchases, travel or future principal‑only mortgage payments. Product and Investor Mix - Unpaid Principal Balance of Originations (dollars in thousands)

  Purchase:

Q1 2026

Q4 2025

Q1 2025

Conventional

$

10,598,851

$

10,208,384

$

13,179,468

Government

6,622,457

6,741,182

6,673,499

Jumbo and other (1)

1,443,526

1,970,160

1,894,070

Total Purchase

$

18,664,834

$

18,919,726

$

21,747,037

Refinance:

Q1 2026

Q4 2025

Q1 2025

Conventional

$

12,113,599

$

15,042,112

$

4,339,327

Government

12,268,457

13,135,275

4,699,294

Jumbo and other (1)

1,897,266

2,510,991

1,566,118

Total Refinance

$

26,279,322

$

30,688,378

$

10,604,739

Total Originations

$

44,944,156

$

49,608,104

$

32,351,776

  (1) Comprised of non-agency jumbo products, construction loans, and non-qualified mortgage products, including home equity lines of credit ("HELOCs") (which in many instances are second liens)

Dividend

Subsequent to March 31, 2026, for the 22nd consecutive quarter, the Company's Board of Directors declared a cash dividend of $0.10 per share on the outstanding shares of Class A common stock. The dividend is payable on July 9, 2026, to stockholders of record at the close of business on June 18, 2026. Additionally, the Board approved a proportional distribution to SFS Corp., which is payable on or around July 9, 2026.

Earnings Conference Call Details

As previously announced, the Company will hold a conference call for financial analysts and investors on Wednesday, May 6, 2026, at 11:00 a.m. ET to review the results. Interested parties may register for a toll-free dial-in number by visiting:

https://uwm.zoom.us/webinar/register/WN_eZ1x8OrhQjWXUFFZTYD47A

Please dial in at least 15 minutes in advance to ensure a timely connection to the call. Replay and supporting materials will be available on the Company's investor relations website at https://investors.uwm.com/.

Key Operational Metrics

“Loan origination volume” and “Total gain margin” are key operational metrics that the Company's management uses to evaluate the performance of the business. “Loan origination volume” is the aggregate principal of the residential mortgage loans originated by the Company during a period. “Total gain margin” represents total loan production income divided by loan origination volume for the applicable periods.

Non-GAAP Metrics

The Company's net income does not reflect the income tax provision that would otherwise be reflected if 100% of the economic interest in UWM was owned by the Company. Therefore, for comparison purposes, the Company provides “Adjusted net income (loss),” which is our pre-tax income (loss) together with an adjusted income tax provision (benefit), which is calculated as the provision for income taxes plus the tax effects of net income attributable to non-controlling interest determined using a blended statutory effective tax rate. “Adjusted net income (loss)” is a non-GAAP metric. “Adjusted diluted EPS” is defined as “Adjusted net income (loss)” divided by the weighted average number of shares of Class A common stock outstanding for the applicable period, assuming the exchange and conversion of all outstanding Class D common stock for Class A common stock, and is calculated and presented for periods in which the assumed exchange and conversion of Class D common stock to Class A common stock is anti-dilutive to EPS.

We also disclose Adjusted EBITDA, which we define as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, adjusted to exclude stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, the change in fair value of retained investment securities, and acquisition-related expenses (net of recoveries) as we believe these adjustments are not indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. Non-funding debt includes the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases.

In addition, we disclose “Non-funding debt” and the “Non-funding debt-to-equity ratio” as a non-GAAP metric. We define “Non-funding debt” as the total of the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases and the “Non-funding debt-to-equity ratio” as total non-funding debt divided by the Company’s total equity.

Management believes that these non-GAAP metrics provide useful information to investors. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for any other operating performance measure calculated in accordance with GAAP and may not be comparable to a similarly titled measure reported by other companies.

The following tables set forth the reconciliations of these non-GAAP financial measures to their most directly comparable financial measure calculated in accordance with GAAP (dollars in thousands, except per share amounts):

Adjusted net income

Q1 2026

Q4 2025

Q1 2025

Earnings (loss) before income taxes

$

177,500

$

169,624

$

(260,816

)

Adjusted income tax (provision) benefit

(40,346

)

(39,063

)

65,516

Adjusted net income (loss)

$

137,154

$

130,561

$

(195,300

)

Adjusted Diluted EPS

Q4 2025

Diluted weighted average Class A Common shares outstanding

256,913,262

Assumed pro forma conversion of Class D shares(1)

1,342,939,142

Adjusted diluted weighted average shares outstanding(1)

1,599,852,404

Adjusted Net Income (in thousands)

130,561

Adjusted Diluted EPS

0.08

(1) Reflects the pro forma exchange and conversion of antidilutive Class D common stock to Class A common stock

Adjusted EBITDA

Q1 2026

Q4 2025

Q1 2025

Net income (loss)

$

170,374

$

164,484

$

(247,028

)

Interest expense on non-funding debt

70,727

61,829

50,081

Provision (benefit) for income taxes

7,126

5,140

(13,788

)

Depreciation and amortization

14,385

13,757

11,340

Stock-based compensation expense

13,162

15,592

8,310

Change in fair value of MSRs due to valuation inputs or assumptions, net

(247,897

)

28,758

250,821

(Gain) loss on other interest rate derivatives

138,198

(61,409

)



Deferred compensation, net

2,250

2,235

914

Change in fair value of Public and Private Warrants



(1,519

)

(685

)

Change in Tax Receivable Agreement liability

1,903

(12

)

(442

)

Change in fair value of investment securities

303

(1,043

)

(1,721

)

Acquisition-related expenses (net of recoveries)

(9,622

)

4,966



Adjusted EBITDA

$

160,909

$

232,778

$

57,803

Non-funding debt and non-funding debt to equity

Q1 2026

Q4 2025

Q1 2025

Senior notes

$

2,983,152

$

2,981,975

$

2,786,467

Secured lines of credit

2,000,000

1,200,000

250,000

Borrowings against investment securities

86,724

87,497

88,775

Finance lease liability

22,955

23,468

24,445

Total non-funding debt

$

5,092,831

$

4,292,940

$

3,149,687

Total equity

$

1,600,901

$

1,593,629

$

1,635,349

Non-funding debt to equity

3.18

2.69

1.93

Cautionary Note Regarding Forward-Looking Statements

This press release and our earnings call include forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this press release and our earnings call include statements regarding: (1) the benefits of our business model; (2) our strategic collaboration with Bilt; (3) our position amongst our competitors and ability to capture market share and maintain our industry leading position; (4) the timing of in-house servicing and our beliefs regarding our servicing operations; (5) our beliefs regarding opportunities in the broker channel; (6) growth of the wholesale and broker channels, the impact of our strategies on such growth and the benefits to our business of such growth; (7) our growth and strategies to remain the leading mortgage lender, and the timing and drivers of that growth; (8) our beliefs related to the amount and timing of our dividend; (9) our expectations for future market environments, including interest rates, and the timing of such market changes; (10) our performance in shifting market conditions and the comparison of such performance against our competitors; (11) our ability to produce results in future years at or above prior levels or expectations, and our strategies for producing such results; (12) our position and ability to capitalize on market opportunities and the impacts to our results and (13) our investments in technology, including artificial intelligence, and its impact to our operations, ability to scale and financial results. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) UWM’s ability to successfully implement strategic decisions and product launches; (ii) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (iii) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (iv) UWM’s ability to sell loans in the secondary market; (v) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (vi) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (vii) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (viii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (ix) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (x) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xi) UWM’s ability to continue to attract and retain its broker relationships; (xii) UWM’s ability to implement technological innovation, such as AI in our operations; (xiii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xiv) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xv) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xvi) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (“UWMC”) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for eleven consecutive years and is the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

UWM HOLDINGS CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share amounts)

March 31,
2026

December 31,
2025

Assets

(Unaudited)

Cash and cash equivalents

(includes restricted cash of $21.0 million and $16.0 million, respectively)

$

423,996

$

503,364

Mortgage loans at fair value

10,991,101

9,932,729

Derivative assets

124,490

37,567

Investment securities at fair value, pledged

98,491

100,512

Accounts receivable, net

1,271,014

526,694

Mortgage servicing rights

4,591,855

4,073,781

Premises and equipment, net

180,523

180,199

Operating lease right-of-use asset

(includes $91.8 million and $93.4 million with related parties)

92,616

94,310

Finance lease right-of-use asset, net

(includes $20.2 million and $20.7 million with related parties)

20,681

21,247

Loans eligible for repurchase from Ginnie Mae

1,124,020

1,133,359

Other assets

347,457

324,914

Total assets

$

19,266,244

$

16,928,676

Liabilities and Equity

Warehouse lines of credit

$

9,900,303

$

8,912,496

Derivative liabilities

337,817

26,574

Secured line of credit

2,000,000

1,200,000

Borrowings against investment securities

86,724

87,497

Accounts payable, accrued expenses and other

949,788

707,790

Accrued distributions and dividends payable

161,773

161,292

Senior notes

2,983,152

2,981,975

Operating lease liability

(includes $98.0 million and $99.7 million with related parties)

98,811

100,596

Finance lease liability

(includes $22.4 million and $22.9 million with related parties)

22,955

23,468

Loans eligible for repurchase from Ginnie Mae

1,124,020

1,133,359

Total liabilities

17,665,343

15,335,047

Equity:

Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of March 31, 2026 or December 31, 2025





Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized, 312,883,751 and 268,415,480 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

31

27

Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of March 31, 2026 or December 31, 2025





Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of March 31, 2026 or December 31, 2025





Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized, 1,287,482,620 and 1,331,482,620 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

129

133

Additional paid-in capital

12,593

9,910

Retained earnings

216,768

189,447

Non-controlling interest

1,371,380

1,394,112

Total equity

1,600,901

1,593,629

Total liabilities and equity

$

19,266,244

$

16,928,676

UWM HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except shares and per share amounts)

  For the three months ended

March 31,
2026

December 31,
2025

March 31,
2025

Revenue

(Unaudited)

(Unaudited)

(Unaudited)

Loan production income

$

554,572

$

603,364

$

304,751

Loan servicing income

213,379

186,392

190,517

Interest income

133,476

155,491

118,102

Total revenue

901,427

945,247

613,370

Other gains (losses)

Change in fair value of mortgage servicing rights

(10,335

)

(247,617

)

(388,585

)

Gain (loss) on other interest rate derivatives

(138,198

)

61,409



Other gains (losses), net

(148,533

)

(186,208

)

(388,585

)

Expenses

Salaries, commissions and benefits

224,554

224,192

192,800

Direct loan production costs

60,505

55,141

43,127

Marketing, travel, and entertainment

30,878

34,212

22,190

Depreciation and amortization

14,385

13,757

11,340

General and administrative

59,034

73,670

68,148

Servicing costs

43,067

46,184

30,434

Interest expense

140,765

144,833

120,410

Other expense (income)

2,206

(2,574

)

(2,848

)

Total expenses

575,394

589,415

485,601

Earnings (loss) before income taxes

177,500

169,624

(260,816

)

Provision (benefit) for income taxes

7,126

5,140

(13,788

)

Net income (loss)

170,374

164,484

(247,028

)

Net income (loss) attributable to non-controlling interest

145,073

145,072

(233,349

)

Net income (loss) attributable to UWMC

$

25,301

$

19,412

$

(13,679

)

Earnings (loss) per share of Class A common stock:

Basic

$

0.09

$

0.08

$

(0.08

)

Diluted

$

0.09

$

0.08

$

(0.12

)

Weighted average shares outstanding:

Basic

292,122,233

256,913,262

164,100,022

Diluted

1,600,064,853

256,913,262

1,598,383,240

Addendum to Exhibit 99.1

This addendum includes the Company's Consolidated Balance Sheets as of March 31, 2026, and the preceding four quarters and Statements of Operations for the quarter ended March 31, 2026, and the preceding four quarters for purposes of providing historical quarterly trending information to investors.

CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share amounts)

  March 31,
2026

December 31,
2025

September 30,
2025

June 30,
2025

March 31,
2025

Assets

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Cash and cash equivalents, including restricted cash

$

423,996

$

503,364

$

870,703

$

489,984

$

485,024

Mortgage loans at fair value

10,991,101

9,932,729

10,784,461

8,040,310

8,402,211

Derivative assets

124,490

37,567

91,446

59,356

43,958

Investment securities at fair value, pledged

98,491

100,512

101,277

101,627

102,982

Accounts receivable, net

1,271,014

526,694

548,090

719,369

472,299

Mortgage servicing rights

4,591,855

4,073,781

3,308,585

3,445,195

3,321,457

Premises and equipment, net

180,523

180,199

164,985

166,460

153,855

Operating lease right-of-use asset

92,616

94,310

95,957

91,004

92,450

Finance lease right-of-use asset, net

20,681

21,247

21,219

21,810

22,464

Loans eligible for repurchase from Ginnie Mae

1,124,020

1,133,359

749,089

564,806

750,769

Other assets

347,457

324,914

286,525

186,968

200,964

Total assets

$

19,266,244

$

16,928,676

$

17,022,337

$

13,886,889

$

14,048,433

Liabilities and Equity

Warehouse lines of credit

$

9,900,303

$

8,912,496

$

9,783,664

$

7,254,526

$

7,573,139

Derivative liabilities

337,817

26,574

41,209

76,683

27,922

Secured line of credit

2,000,000

1,200,000



425,000

250,000

Borrowings against investment securities

86,724

87,497

87,142

86,896

88,775

Accounts payable, accrued expenses and other

949,788

707,790

706,993

661,496

652,701

Accrued distributions and dividends payable

161,773

161,292

160,846

160,360

159,856

Senior notes

2,983,152

2,981,975

3,780,620

2,787,797

2,786,467

Operating lease liability

98,811

100,596

102,333

97,471

99,010

Finance lease liability

22,955

23,468

23,363

23,872

24,445

Loans eligible for repurchase from Ginnie Mae

1,124,020

1,133,359

749,089

564,806

750,769

Total liabilities

17,665,343

15,335,047

15,435,259

12,138,907

12,413,084

Equity:

Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of each of the periods presented











Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized; shares issued and outstanding - 312,883,751 as of March 31, 2026, 268,415,480 as of December 31, 2025, 234,291,930 as of September 30, 2025, 205,979,563 as of June 30, 2025 and 200,781,659 as of March 31, 2025

31

27

23

21

20

Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of each of the periods presented











Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of each of the periods presented











Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized; shares issued and outstanding - 1,287,482,620 as of March 31, 2026, 1,331,482,620 as of December 31, 2025, 1,365,482,620 as of September 30, 2025, 1,393,282,620 as of June 30, 2025 and 1,397,782,620 as of March 31, 2025

129

133

137

139

140

Additional paid-in capital

12,593

9,910

7,579

5,688

4,298

Retained earnings

216,768

189,447

169,935

170,320

160,407

Non-controlling interest

1,371,380

1,394,112

1,409,404

1,571,814

1,470,484

Total equity

1,600,901

1,593,629

1,587,078

1,747,982

1,635,349

Total liabilities and equity

$

19,266,244

$

16,928,676

$

17,022,337

$

13,886,889

$

14,048,433

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except shares and per share amounts)

(Unaudited)

For the three months ended

March 31,
2026

December 31,
2025

September 30,
2025

June 30,
2025

March 31,
2025

Revenue

Loan production income

$

554,572

$

603,364

$

542,144

$

447,882

$

304,751

Loan servicing income

213,379

186,392

169,019

178,813

190,517

Interest income

133,476

155,491

132,089

132,005

118,102

Total revenue

901,427

945,247

843,252

758,700

613,370

Other gains (losses)

Change in fair value of mortgage servicing rights

(10,335

)

(247,617

)

(307,825

)

(111,421

)

(388,585

)

Gain (loss) on other interest rate derivatives

(138,198

)

61,409

27,813

208,904



Other gains (losses), net

(148,533

)

(186,208

)

(280,012

)

97,483

(388,585

)

Expenses

Salaries, commissions and benefits

224,554

224,192

222,760

211,461

192,800

Direct loan production costs

60,505

55,141

64,213

46,330

43,127

Marketing, travel, and entertainment

30,878

34,212

23,410

26,379

22,190

Depreciation and amortization

14,385

13,757

12,747

12,200

11,340

General and administrative

59,034

73,670

62,243

59,999

68,148

Servicing costs

43,067

46,184

33,928

35,083

30,434

Interest expense

140,765

144,833

132,084

133,467

120,410

Other expense (income)

2,206

(2,574

)

(815

)

1,846

(2,848

)

Total expenses

575,394

589,415

550,570

526,765

485,601

Earnings (loss) before income taxes

177,500

169,624

12,670

329,418

(260,816

)

Provision (benefit) for income taxes

7,126

5,140

582

14,939

(13,788

)

Net income (loss)

170,374

164,484

12,088

314,479

(247,028

)

Net income (loss) attributable to non-controlling interest

145,073

145,072

13,350

291,570

(233,349

)

Net income (loss) attributable to UWMC

$

25,301

$

19,412

$

(1,262

)

$

22,909

$

(13,679

)

Earnings (loss) per share of Class A common stock:

Basic

$

0.09

$

0.08

$

(0.01

)

$

0.11

$

(0.08

)

Diluted

$

0.09

$

0.08

$

(0.01

)

$

0.11

$

(0.12

)

Weighted average shares outstanding:

Basic

292,122,233

256,913,262

221,354,499

202,133,122

164,100,022

Diluted

1,600,064,853

256,913,262

221,354,499

202,133,122

1,598,383,240
2026-06-12 19:19 1mo ago
2026-05-06 10:45 2mo ago
UWM Holdings Corporation (UWMC) Tops Q1 Earnings and Revenue Estimates
UWMC UWM Holdings
FMP Stock News
Original source text
UWM Holdings Corporation (UWMC - Free Report) came out with quarterly earnings of $0.09 per share, beating the Zacks Consensus Estimate of $0.06 per share. This compares to a loss of $0.23 per share a year ago. These figures are adjusted for non-recurring items.

This quarterly report represents an earnings surprise of +42.86%. A quarter ago, it was expected that this company would post earnings of $0.09 per share when it actually produced earnings of $0.08, delivering a surprise of -11.11%.

Over the last four quarters, the company has surpassed consensus EPS estimates two times.

UWM, which belongs to the Zacks Financial - Mortgage & Related Services industry, posted revenues of $901.43 million for the quarter ended March 2026, surpassing the Zacks Consensus Estimate by 4.88%. This compares to year-ago revenues of $613.37 million. The company has topped consensus revenue estimates four times over the last four quarters.

The sustainability of the stock's immediate price movement based on the recently-released numbers and future earnings expectations will mostly depend on management's commentary on the earnings call.

UWM shares have lost about 21.7% since the beginning of the year versus the S&P 500's gain of 6%.

What's Next for UWM?While UWM has underperformed the market so far this year, the question that comes to investors' minds is: what's next for the stock?

There are no easy answers to this key question, but one reliable measure that can help investors address this is the company's earnings outlook. Not only does this include current consensus earnings expectations for the coming quarter(s), but also how these expectations have changed lately.

Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions. Investors can track such revisions by themselves or rely on a tried-and-tested rating tool like the Zacks Rank, which has an impressive track record of harnessing the power of earnings estimate revisions.

Ahead of this earnings release, the estimate revisions trend for UWM was mixed. While the magnitude and direction of estimate revisions could change following the company's just-released earnings report, the current status translates into a Zacks Rank #3 (Hold) for the stock. So, the shares are expected to perform in line with the market in the near future. You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.

It will be interesting to see how estimates for the coming quarters and the current fiscal year change in the days ahead. The current consensus EPS estimate is $0.11 on $925.25 million in revenues for the coming quarter and $0.41 on $3.73 billion in revenues for the current fiscal year.

Investors should be mindful of the fact that the outlook for the industry can have a material impact on the performance of the stock as well. In terms of the Zacks Industry Rank, Financial - Mortgage & Related Services is currently in the bottom 28% of the 250 plus Zacks industries. Our research shows that the top 50% of the Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1.

Another stock from the same industry, Rocket Companies (RKT - Free Report) , has yet to report results for the quarter ended March 2026. The results are expected to be released on May 7.

This company is expected to post quarterly earnings of $0.14 per share in its upcoming report, which represents a year-over-year change of +250%. The consensus EPS estimate for the quarter has been revised 13.8% lower over the last 30 days to the current level.

Rocket Companies' revenues are expected to be $2.72 billion, up 109.5% from the year-ago quarter.
2026-06-12 19:19 1mo ago
2026-05-06 14:51 2mo ago
UWM Holdings Corporation (UWMC) Q1 2026 Earnings Call Transcript
UWMC UWM Holdings
FMP Stock News
Original source text
UWM Holdings Corporation (UWMC) Q1 2026 Earnings Call Transcript
2026-06-12 19:19 1mo ago
2026-05-11 07:26 2mo ago
UWMC Increases Two Harbors Acquisition Proposal to $12.50 Per Share for Stockholders that Elect to Receive Cash
UWMC UWM Holdings
FMP Stock News
Original source text
PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), announced that it will be submitting later today a revised proposal to the Board of Directors of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to acquire all outstanding shares of Two Harbors for $12.50 per share in cash or 2.3328 shares of UWMC stock (the “May 11 Premium Proposal”).

The May 11 Premium Proposal will provide TWO stockholders with clearly superior value compared to the proposed transaction with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”) for $12.00 per share in cash (the “Proposed CCM Merger”).

UWMC also issued an open letter to TWO stockholders outlining the May 11 Premium Proposal and urging stockholders to vote AGAINST the Proposed CCM Merger at the special meeting of stockholders on May 19, 2026. The full text of the letter is below:

May 11, 2026

An Open Letter to the Stockholders of Two Harbors Investment Corp

Dear Two Harbors Stockholders:

Since our last proposal, the TWO Board first tried to convince you that $11.30 was better than $12.00, and when that tactic apparently failed, they cut another deal with CrossCountry that did the bare minimum on the headline cash figure. Your Board could have engaged with UWMC to determine if more value could be realized for TWO stockholders or if modifications could have been made to our offer to address their concerns. We would be open to considering amendments to our terms, including a potential reverse termination fee and modifications to the election mechanism, but we can only do so through open engagement. The TWO Board refused and decided instead to just reach amendments to move the minimum cash number and preserve the date of their rapidly approaching shareholder vote, scheduled for next week even though the proposed transaction will not close for months. Why won’t the TWO Board engage? We can only assume it has something to do with protecting a deal structure that ensures immediate cash payouts for Two Harbors management in the range of $35 million on the date of close instead of negotiating higher value for stockholders. Our deal structure, on the other hand, reduces overall compensation to management and defers some of the payout, allowing us to pay higher value to stockholders. The Board has a duty to maximize value for stockholders, not to choose a path that puts more in the pockets of management. This has been their pattern with UWMC all along.

Despite the silence we have been met with from the TWO Board, today we will be submitting a new, revised proposal to the TWO Board that increases the cash consideration to $12.50 per share while preserving the ability to elect for the 2.3328 stock exchange ratio for those stockholders that want stock consideration. The $12.50 in cash is available for all stockholders if they so choose – it is not subject to any cap or proration. The choice between cash and stock is entirely up to you, but to receive cash you will have to make an election, and we encourage you to make the election that makes the most sense for your situation.

We have an expeditious path to completion. Absent further sabotage by the TWO Board or management, we intend to close a transaction within approximately 2 months of signing an agreement, given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire TWO. Had TWO’s Board negotiated with us in good faith prior to terminating the original Merger Agreement, we would have been closed by now on terms in line with what we are currently proposing.

Our offer is again a clearly superior offer, providing higher value for stockholders on a cash basis, preserving optionality for equity consideration for those that prefer it, and maintaining a tight timeline to close. But you may never realize maximum value if your Board remains unwilling to negotiate. Seemingly, the only way to get them to do so is to vote No at the upcoming meeting.

Why is your Board blocking a mechanism for true price discovery?

UWMC HAS BEEN THE DRIVER OF VALUE FOR TWO STOCKHOLDERS

If not for UWMC, the TWO Board would have sold the Company for $10.80 per share. UWMC’s additional bids of for the cash election of $11.30, $12.00 and now $12.50 per share, while preserving the stock election component were made without engagement by the TWO Board, which instead withheld detailed information from stockholders to continue recommending inferior deals and stating that they were in the best interest of stockholders.

The eventual price increase by CCM demonstrates that UWMC proposals were in fact superior all along. TWO could have engaged with UWMC under the merger agreement to determine if a better deal for stockholders could be achieved or if your Board’s concerns could be addressed. Instead, the Board tried to convince stockholders as recently as May 6 that $11.30 was somehow better than $12.00.

The result of the TWO Board’s repeated efforts to preserve the CCM deal is that they merely achieve the minimum value offered rather than conducting a process that truly maximizes value. TWO stockholders should not accept the same playbook with our $12.50 per share offer.

The TWO Board has repeatedly taken the stance that UWMC’s offers are not reasonably likely to lead to a superior proposal. While the amendments to the CCM deal show this is nonsensical, the path forward for the Board should now be abundantly clear: The Only Way For TWO Stockholders To Maximize Value is to VOTE NO at the Special Meeting. You have the power to make the TWO Board conduct a value maximizing process and finally engage with their value driver, UWMC.

Preliminary Proxy Statement and How to Vote

UWMC has filed preliminary proxy statement materials in connection with its solicitation of proxies from TWO stockholders to vote AGAINST approving the Proposed CCM Merger at the special meeting scheduled for May 19, 2026. We intend to amend our proxy materials to reflect the details of our latest proposal.

We encourage TWO stockholders to read UWMC’s preliminary proxy statement and updated materials carefully (and, when it becomes available, the definitive proxy statement) and vote AGAINST the Proposed CCM Merger on Two Harbors’ proxy card until UWMC’s proxy card becomes available as soon as this week. We believe the Proposed CCM Merger is NOT in the best interests of TWO’s stockholders and that the Board needs to engage with UWMC if there is any hope of maximizing value for stockholders.

As such, we believe TWO’s stockholders should vote AGAINST the Proposed CCM Merger, AGAINST a non-binding advisory proposal to approve compensation to TWO’s named executive officer based on the Proposed CCM Merger, and AGAINST a proposal to approve any adjournment of the special meeting to a later date to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with the approval of the Proposed CCM Merger.

You do not have to wait for UWMC’s proxy card.

You can vote AGAINST the Proposed CCM Merger today by using Two Harbors’ proxy card.

Only your last submitted and received vote will count at the meeting.

In closing, UWMC’s latest proposal provides the highest value for TWO stockholders, and engagement with UWMC is the only way TWO’s Board and management team can be certain they are fulfilling their fiduciary duty to maximize value for stockholders. We respectfully ask that TWO stockholders:

Read our Preliminary Proxy Statement (and when it becomes available, the definitive proxy statement) so that you can get full information on the deal the TWO Board is pushing you to accept and their refusal to engage fairly and openly with UWMC. VOTE AGAINST THE INFERIOR CCM MERGER AT THE SPECIAL MEETING ON MAY 19 USING TWO HARBORS’ PROXY CARD and send a message to the Board that you want them to engage in good faith with UWMC to achieve maximum value for stockholders, not continue to accept the minimum offer. We thank you for your attention.

Sincerely,

UWM HOLDINGS CORPORATION

Adam Wolfe
Corporate Secretary

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a preliminary proxy statement on Schedule 14A on May 4, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.
2026-06-12 19:19 1mo ago
2026-05-11 11:00 2mo ago
SFS Holdings Corp. Terminates 10b5-1 Plan
UWMC UWM Holdings
FMP Stock News
Original source text
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PONTIAC, Mich.--(BUSINESS WIRE)--UWMC (NYSE: UWMC) announced that Mat Ishbia, as controlling owner of SFS Holdings Corp., has terminated its Rule 10b5-1 trading plan. The trading plan was part of strategy implemented in 2025 in response to investor feedback requesting increased public float and trading liquidity.

With the 10b5-1 plans having successfully increased liquidity of the stock such that average daily volume is now over 16 million shares and having increased float by over 135 million shares since June 2025, SFS terminated the plan effective Friday, May 8, the first day of UWMC’s open trading window since December 2025.

SFS Holdings remains UWMC’s largest shareholder, with approximately 1.3 billion shares and believes it has done its part as the controlling shareholder to respond to the requests of the investment community by selling shares without regard to the stock price since June 2025.

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

More News From UWM Holdings Corporation

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2026-06-12 19:19 1mo ago
2026-05-12 08:14 2mo ago
Leading Independent Proxy Advisory Firm ISS Recommends That Two Harbors Stockholders Vote Against CrossCountry Mortgage Merger
UWMC UWM Holdings
FMP Stock News
Original source text
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Concludes TWO Board Has Not Capitalized on Competing UWMC $12.50 Bid

Agrees with UWMC That Best Way for TWO Stockholders to Maximize Value is for TWO Board to Engage with UWMC

Also Recommends AGAINST Golden Parachute Proposal and Proposal to Allow Adjournment of Meeting

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC”) (NYSE: UWMC), today announced that Institutional Shareholder Services (“ISS”), a leading independent proxy advisory firm, has recommended that stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) VOTE AGAINST the CrossCountry Mortgage (“CCM”) merger proposal at the upcoming special meeting on May 19, 2026, reaffirming the higher value of UWMC’s $12.50 or stock upside offer for stockholders.

UWMC appreciates ISS’s independent evaluation and the recommendation to vote AGAINST the CCM merger. The report underscores significant concerns surrounding the TWO Board’s process and the CCM transaction and that the transaction may deprive stockholders from achieving maximum value if not voted down by TWO stockholders at the upcoming May 19 special meeting.

Importantly, ISS noted the following in its report:

“Ultimately, a review of the process does not provide shareholders with reason to be fully comfortable with the [TWO] board's approach. As a case in point, the board has entered into two agreements with CCM over the past six weeks that were subsequently displaced by better offers. The board has now entered into a third agreement, which matched the competing offer made by UWMC.” “The [TWO] board has not capitalized on the competing bids from UWMC by engaging with the parties in a way that provides shareholders with assurance the best terms have been extracted. Thus, it appears that shareholders would be better off rejecting the proposed transaction at this time, as a signal to the board to engage more productively with the parties. A vote against the proposed transaction is therefore warranted.” “It is difficult to identify convincing evidence that [the CCM transaction] is now full value, or that the board even attempted to extract the best terms possible.” All of this is to say that the board's approach does not appear to be one that will facilitate full price discovery, and that shareholders would likely benefit from an approach that includes UWMC in a more direct manner. “Not only has UWMC presented a competing offer with a higher headline value, but its presence has been the catalyst for two improvements to the offer terms” ISS also recommended that stockholders vote AGAINST the Non-Binding Compensation Advisory Proposal, stating that “[s]upport for the golden parachute proposal is not warranted, given concerns around equity vesting acceleration.” Finally, ISS recommended AGAINST the Adjournment Proposal at the special meeting.

UWMC’s offer brings higher value to the table, and UWMC remains confident that rejecting the CCM merger is the best path to preserving value and optionality for TWO stockholders. TWO stockholders deserve value maximization, and the best way to achieve that is to vote AGAINST the CCM $12.00 per share merger proposal.

UWMC encourages all TWO stockholders to review its preliminary proxy statement and updated materials carefully (and, when it becomes available, the definitive proxy statement) on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all stockholders to use Two Harbors’ proxy card until UWMC’s proxy card becomes available as soon as this week to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

You do not have to wait for UWMC’s proxy card.

You can vote AGAINST the Proposed CCM Merger today by using Two Harbors’ proxy card.

Only your last submitted and received vote will count at the meeting.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a preliminary proxy statement on Schedule 14A on May 4, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

More News From UWM Holdings Corporation

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2026-06-12 19:19 1mo ago
2026-05-13 07:30 2mo ago
TWO Board Unanimously Rejects UWMC's Latest Illusory, Predatory and Unactionable Proposal
UWMC UWM Holdings
FMP Stock News
Original source text
TWO’s Board Continues to Unanimously Recommend that Stockholders Vote FOR the Pending Transaction with CrossCountry

ISS Recommendation, Which Acknowledges that the CCM Transaction is Compelling, Fails to Recognize Superior Certainty of CCM Agreement

TWO Board Urges Stockholders to Consider the Many Questions Raised by UWMC’s Inferior Proposal Which Is Not Credible and Has Significant Closing Risk

NEW YORK--(BUSINESS WIRE)--TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today responded to the revised unsolicited proposal (the “Revised UWMC Proposal”) announced by UWM Holdings Corporation (NYSE: UWMC) (“UWMC”) on May 11, 2026.

After a thorough and careful review process conducted with the assistance of its independent financial and legal advisors, the TWO Board of Directors has unanimously rejected the Revised UWMC Proposal. The TWO Board determined, in its business judgment, that the Revised UWMC Proposal does not constitute, and would not reasonably be expected to result in, a “Company Superior Proposal” under the terms of TWO’s amended merger agreement with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”).

The TWO Board has overseen significant increases in value for stockholders and has fully complied with its fiduciary duties under Maryland law to act in the best interests of ALL stockholders. Had TWO not terminated the earlier all-stock transaction with UWMC and elected to proceed with CCM, TWO common stockholders would have received UWMC stock worth just $7.58 per share (as of May 12, 2026). Under the CCM merger transaction all TWO common stockholders will receive $12.00 per share in cash in a deal that has financing, regulatory and closing certainty. This is compelling evidence of a board putting stockholders’ interests first. In the TWO Board’s view, the CCM transaction is the ONLY transaction that the TWO stockholders can trust to get over the finish line.

In stark contrast to the CCM transaction, UWMC’s inferior proposal yet again fails to address core deficiencies and material risks that the TWO Board has repeatedly identified in UWMC’s previous proposals. Instead of asking why the TWO Board is not “engaging” with UWMC, stockholders should ask why is it that UWMC refuses to respond to these deficiencies that have been repeatedly communicated to them? In its latest letter to the TWO Board, UWMC even says it is happy to answer any questions TWO may have. Here are a few that TWO has been asking for quite a while:

1. Why has UWMC structured its proposal in a fundamentally illusory and predatory manner by touting a $12.50 cash headline when the default consideration is UWMC stock currently worth $7.58 per TWO share? Why won’t UWMC make the default consideration cash?

By design, UWMC's proposal is structured to advantage UWMC, not TWO stockholders: any stockholder who fails, for whatever reason, to make a timely cash election defaults to UWMC stock currently worth approximately $7.58 based on UWMC’s closing trading price on May 12, 2026. TWO estimates that as many as 30% of its stockholders would be so disadvantaged—UWMC estimates this, too, and is hoping to take advantage of this fact to significantly lower the transaction value to the detriment of TWO stockholders. On the UWMC earnings call, UWMC’s Chairman and CEO indicated he would rather pay cash consideration for TWO. If that is the case, why does UWMC continue to offer low-valued UWMC shares as the default option? This point has been well-communicated to UWMC. Indeed, in the background section to the CCM merger proxy, it was noted that representatives of TWO’s outside financial advisor stated that, given the implied value of the stock component at the time of the April 20 UWMC Proposal and the fact that the stock component of the consideration offered under the April 20 UWMC Proposal was the default consideration, they did not believe the outside financial advisor would be in a position to render a fairness opinion with respect to a transaction on the terms of the April 20 UWMC Proposal in its then-current form. The significant difference in form and value of consideration that stockholders would receive by default with the UWMC proposal is of continued concern to the TWO Board, which is focused on upholding its fiduciary duties under Maryland law to all TWO stockholders. 2. What comfort can TWO stockholders have that UWMC’s financial condition will permit it to close? Why was the Revised UWMC Proposal not accompanied by an increased Mizuho financing commitment letter?

TWO’s Board is concerned that UWMC’s financial condition is deteriorating. Fitch has downgraded UWMC’s outlook twice in the last six months, cash and cash equivalents fell to $425 million as of March 31, 2026 from $503 million as of December 31, 2025, and leverage has hit an all-time high of 3.2x. Bloomberg calculates that UWMC’s 1-year probability of default has doubled in three weeks. The structure of this transaction suggests UWMC needs liquidity. To pay 100% cash at $12.50 per TWO share, UWMC would issue $1.3 billion in debt to access $1.7 billion in capital—a net gain of only approximately $400 million at an implied 14.0% cost of funds. By UWMC’s own admission, synergies and capital markets expertise are not driving this deal. So what is the rationale? UWMC has said that the only value they see is in TWO’s MSR book. Yet, UWMC has been the largest seller of low coupon MSR in the market over time, and sold $40 billion of low coupon MSR just last quarter. In fact, UWMC has never bought MSR from anyone. Now UWMC asks TWO to believe that it wants to acquire TWO’s MSR portfolio at a substantial premium. Why is that? UWMC’s stock has fallen by over 40% in the last six months. Whether this reflects market concerns about UWMC’s liquidity is uncertain—but it cannot be ruled out. Is this a risk worth taking when there is a $12.00 all cash, fully financed offer from CCM? There are serious questions about the value of UWMC’s MSR book. Analyst Christopher Whelan of The Institutional Risk Analyst has stated that UWMC could face a write-down of over $1 billion, representing more than two-thirds of its equity, if forced to sell its MSR at market levels. At a minimum, this raises questions in the Board’s minds about UWMC’s financial condition, its ability to finance and close the transaction, and the value of UWMC’s stock as consideration. UWMC’s latest offer was not accompanied by an increase in the commitment letter from Mizuho, so its current financing commitment does not cover the purchase price for an all-cash deal. Has Mizuho declined to further increase its commitment? 3. Why does UWMC continue to falsely claim it could close within 60 days?

UWMC has not explained how it would satisfy the regulatory change-of-control requirements applicable to TWO’s mortgage servicing licenses on the timeline it claims, including state regulatory and agency change-of-control approval requirements. UWMC has refused to answer whether it intends to close without the required regulatory approvals — which TWO believes is the only way that UWMC could close on its proposed timeline. The TWO Board would like to understand how state regulators would react to UWMC’s bold claims. No proxy materials are available, and no stockholder meeting is scheduled, related to UWMC’s proposal—stockholder approval of any UWMC transaction would need to restart. TWO stockholders deserve straight answers on closing certainty—not dissembling or aspirational and unrealistic timelines. 4. Why does UWMC continue to disparage and attack TWO’s management and Board?

UWMC suggests that TWO’s Board and management may have ulterior motives for pursuing a transaction with CCM. The truth is, regardless of the outcome of this process, no member of the TWO Board is expected to continue with the combined company, and no offers of employment have been made to, nor have any discussions taken place regarding employment of, any TWO named executive officer – whether in a deal with CCM or UWMC. For TWO’s Board, this is about doing what is right for all TWO stockholders — not deflecting from the substantive deficiencies in UWMC’s proposal that UWMC has failed to address. 5. Why is UWMC touting a reverse termination fee instead of providing certainty that it can actually close?

TWO, its Board of Directors, and TWO’s stockholders are not seeking payment for a failed deal. No amount of money can compensate TWO for the harm it would suffer if UWMC were unable to close a transaction with TWO. If UWMC was confident it could close, why would it need to offer a reverse termination fee as insurance? The offer only confirms the execution risk that UWMC claims does not exist. TWO stockholders should make no mistake: if a transaction with UWMC failed to close, TWO would suffer irreparable harm, putting TWO in severe jeopardy. No reverse termination fee can undo that damage. TWO’s Board is focused on avoiding such a catastrophic result and delivering both value AND certainty to stockholders. ISS Recommendation Overlooks Superior Certainty of CCM Agreement

TWO strongly believes that Institutional Shareholder Services (“ISS”) reached the wrong conclusion in failing to recommend that TWO stockholders vote “FOR” the CCM transaction in its May 11, 2026 report. Notably, ISS did not explicitly recommend that stockholders support either the unsolicited UWMC proposal or the pending CCM transaction, but indicated that additional engagement could potentially yield further changes to the terms of TWO’s agreement with CCM.

ISS acknowledged that, “when considered in isolation, the offer from CCM appears compelling.” The $12.00 offer from CCM is, in fact, above the high end of the implied value ranges of TWO indicated by the financial analyses of TWO’s outside financial advisor in connection with the delivery of the fairness opinion to TWO’s Board on May 7, 2026. The $12.00 per share offer from CCM is also the highest multiple relative to tangible book value that has ever been paid for a REIT like TWO.

In its March 2026 report related to the terminated UWMC transaction, ISS noted the “position of TWO shareholders as minority shareholders in the combined company, which will remain closely controlled by the founding family with a broadly concerning governance structure that lacks clear accountability mechanisms. In the absence of a meaningful premium, it is therefore difficult to identify the upside for TWO common shareholders in the proposed transaction.” Defaulting stockholders to this position with UWMC stock consideration currently worth approximately $7.58 based on UWMC’s closing trading price on May 12, 2026 is not in the best interest of stockholders.

CCM Agreement Remains Most Compelling, Certain and Actionable Path Forward

Under the terms of the agreement with CCM, as is typical, TWO is not permitted to negotiate with UWMC or any other third party unless the TWO Board determines that the Revised UWMC Proposal is, or would reasonably be expected to result in, a “Company Superior Proposal.” For the reasons outlined above, TWO’s board unanimously concluded that the Revised UWMC Proposal does not constitute, and would not reasonably be expected to result in, a “Company Superior Proposal.” TWO is permitted to ask clarifying questions on UWMC’s proposal and has done so on prior iterations of UWMC’s proposal. Notwithstanding its brash public statements, UWMC’s clarifications lacked material substance and only further highlighted the many concerning elements of its proposal.

TWO’s Board is looking out for its stockholders. None of the concerns above exist with the compelling all-cash $12.00 per share CCM transaction. The CCM merger agreement remains in full force and effect, and the Board of Directors of TWO continues to recommend that TWO stockholders vote FOR it at the Special Meeting of Stockholders scheduled for May 19, 2026.

The TWO Board firmly and unanimously believes the CCM transaction delivers enhanced, immediate, and certain value to all common stockholders, including:

$12.00 per share in cash, a $0.70 per share increase from $11.30 per share in the most recent CCM proposal. 21% premium to TWO’s unaffected share price (unaffected share price date being December 16, 2025, the last trading day prior to the announcement of a transaction with UWMC); 119% premium to TWO’s fully diluted tangible book value. An accelerated path to closing with a special meeting scheduled for next week and 35 of 53 state regulatory and agency approvals already received. TWO’s Board reiterates its unanimous recommendation that TWO stockholders vote to approve the CCM transaction at the May 19, 2026 Special Meeting of Stockholders. Stockholders who have questions or need assistance voting their shares should contact TWO’s proxy solicitor, D.F. King & Co., Inc., at (646) 677-2516 (for banks and brokers) or (888) 887-0082 (toll-free).

About TWO

TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN.

Forward Looking Statements

This communication may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,” “should,” “would,” “may,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.

Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed CCM transaction, TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed Merger. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This communication is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

PARTICIPANTS IN THE SOLICITATION

TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.

More News From Two Harbors Investment Corp.
2026-06-12 19:19 1mo ago
2026-05-13 16:18 2mo ago
UWMC Calls Out Egregious Corporate Governance of TWO Board and Repeated Failure to Act in Best Interest of Stockholders
UWMC UWM Holdings
FMP Stock News
Original source text
TWO Board Refuses to Acknowledge the Obvious: $12.50 is Better Than $12.00

Both Leading Independent Advisory Firms, ISS and Glass Lewis, Recommend that Two Harbors Stockholders Vote AGAINST CrossCountry Mortgage Merger

ISS and Glass Lewis Analyses Underscore What UWMC Has Been Saying All Along – the TWO Board Can Only Maximize Value by Truly Engaging with UWMC

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued a statement calling out the egregious corporate governance of the Board of Directors of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO), which today announced it has rejected UWMC’s May 11 proposal to acquire Two Harbors for $12.50 per share in cash or 2.3328 shares of UWMC stock, and reaffirmed support for getting its stockholders 50 cents less per share under its proposed merger with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”), hereinafter the (“Proposed CCM Merger”):

“The TWO Board’s latest announcement represents a complete and illogical distortion of the duties it owes its stockholders. Just days after failing to convince TWO stockholders that $11.30 was more than $12.00, TWO is now trying to convince them that $12.00 is better than $12.50. It is simply astounding for this Board to say with a straight face – again – that a superior cash bid from UWMC could not reasonably be expected to lead to a `Company Superior Proposal' when prior offers from UWMC directly led to price increases by CCM. This is just the latest example of the TWO Board’s egregious conduct, and it’s not surprising that their position has been roundly rejected by both ISS and Glass Lewis.

“Instead of engaging, the TWO Board has concocted a series of misleading arguments to distract from the superior value that is on the table. They have also hired additional financial advisors at the expense of shareholders to provide cover for their outlandish logic to continue recommending the inferior CCM deal. We believe the only plausible explanation to recommend less for stockholders and refusing to negotiate with UWMC are the huge, accelerated management compensation packages that are part of the Proposed CCM Merger and have just been called out by Glass Lewis as `excessive.'”

The arguments put forth today by the TWO Board for refusing to engage simply do not add up – and have been rejected by ISS and Glass Lewis. For example:

The Ability to Elect Stock is a Feature of Our Offer, not a Flaw. The TWO Board is obfuscating the fact that under UWMC’s proposal, any TWO shareholder that wants cash can get cash. And more of it. In the words of Glass Lewis: “the May 11 UWMC proposal not only offers a higher cash consideration compared to the CCM Agreement, but it provides Two Harbors shareholders with a strategic alternative, not provided under the CCM Agreement, that allows Two Harbors investors to become part of the enlarged entity, should they wish to do so.” When in the history of financial transactions, has a free option been a negative as the TWO Board’s financial advisor would seemingly have you believe? Has it dawned on the TWO Board that at closing, the stock value could be worth more than the cash election, as it was prior for much of the time Two Harbors was under contract with UWMC and before TWO’s management commenced its actions in breach of that contract? UWMC Has the Financial Strength to Close. UWMC did not amend its financing package when it raised its proposal to $12.50 because it does not need to. It has more than enough cash to close the transaction based on its current financing and cash on hand. UWMC’s financing is “not subject to any financing condition, ratings triggers, collateral pools, borrowing-base tests, advance rate mechanics, or market-conditioned funding contingency. This argument is a red herring. But don’t take our word for it, as Glass Lewis stated; “UWMC possesses adequate cash and cash equivalents ($424 million as of March 31, 2026) and a sufficiently solid financial position…to execute its financial obligations under the May 11 UWMC Proposal…” TWO Misrepresents the Regulatory Risk. The TWO Board is speaking out of both sides of its mouth. They claim, “TWO stockholders deserve straight answers on closing certainty,” from UWMC, yet according to ISS, “during engagement with ISS (held on May 6), TWO suggested that a transaction with UWMC was unlikely to be derailed in the regulatory approval process.” The only entity not giving straight answers is the TWO Board itself. UWMC Can Close in 60 Days. We intend to close a transaction within approximately 2 months of signing an agreement, given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire TWO. Our view is based on the fact that we have previously received more than 50% of state regulatory approvals before TWO terminated our agreed-upon transaction, as well as positive feedback from nearly all remaining states. We believe we will be able to expeditiously get all necessary approvals. TWO’s Golden Parachutes Are “Excessive.” UWMC is calling out the TWO Board’s compensation packages because we believe it is the only reason a board would ignore repeated, higher cash bids. And ISS and Glass Lewis agree. Both independent proxy advisors have recommended that these packages be rejected. A Reverse Break Up Fee is a Benefit. UWMC is “touting” the fee because it helps address the made-up arguments that there is a risk that a deal with UWMC can close. The fact is that TWO already has agreed to a deal with UWMC (before it chose to terminate that deal to go with CCM) and stated in its SEC filings that it believed the deal would close. It is the height of hypocrisy for TWO to suggest now that the opposite is true. UWMC continued:

“TWO’s refusal to engage with UWMC is consistent with the bad-faith dealing TWO has exhibited over the last several months, including while under binding merger agreement with UWMC. Don’t forget the TWO Board’s improper conduct and decision-making cost stockholders $375 million in the Pine River settlement, well over $3.50 per share, more than double the termination fee they would have owed. The fact is that TWO could have resolved its laundry list of questions by simply picking up the phone and negotiating with UWMC, rather than complaining in a public press release. As stated previously, UWMC is open to negotiating amendments to its terms, including modifications to the cash-stock election and a potential termination fee, but it cannot do so with a Board that has buried its head in the sand.”

“The decision before stockholders on May 19 is the Proposed CCM Merger. ISS and Glass Lewis recommended AGAINST the Proposed CCM Merger precisely because Two Harbors’ Board and management have abdicated their duties and refused to engage UWMC. TWO’s Board is the poster child for poor corporate governance and bad faith conduct at the expense of their stockholders. TWO stockholders should exercise their power to VOTE NO on the CrossCountry deal and preserve their opportunity to maximize value.”

Glass Lewis Recommends Two Harbors Stockholders Vote AGAINST CCM Merger

UWMC also announced that Glass, Lewis & Co. LLC (“Glass Lewis”), a leading independent proxy advisory firm, has recommended that TWO stockholders VOTE AGAINST the CrossCountry Mortgage (“CCM”) merger proposal at the upcoming special meeting on May 19, 2026.

UWMC appreciates Glass Lewis’s independent evaluation and the recommendation to vote AGAINST the CCM merger, AGAINST the Golden Parachute Proposal and AGAINST the Proposal to Allow Adjournment of Meeting. The report provides additional validation that the Proposed CCM Merger is NOT in the best interest of TWO stockholders, and that open engagement with UWMC is the only way to maximize value.

Importantly, Glass Lewis noted the following in its report:

“[T]he May 11 UWMC Proposal offers comparatively similar certainty of success to the CCM Agreement, but a better, uncapped, cash alternative to Two Harbors shareholders. Further, it offers those Two Harbors shareholders who would prefer to continue retaining exposure to Two Harbors' future potential upside in the context of a merger with UWMC a possibility to do so, through the election of the May 11 Equity Option. Consequently, the May 11 UWMC Proposal appears, in aggregate, as a superior alternative proposal to the CCM Agreement as currently amended.” “[S]hareholders would be better served by rejecting the proposal, considering the existence of UWMC's May 11 proposal.” “Golden parachute payments make up approximately 25.3% of the equity premium of the merger, which shareholders may consider excessive. Although the Company may have been contractually and legally obligated to make these payments due to employment agreements, shareholders should question whether the size of these awards is the best use of Company capital, and whether executives are entering this deal with the best interests of long-term shareholders in mind, or whether this excessive personal payday has shaped their judgment.” How to Vote

UWMC encourages all TWO stockholders to review its preliminary proxy statement carefully (and, when it becomes available, the definitive proxy statement) on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all stockholders to use Two Harbors’ proxy card until UWMC’s proxy card becomes available as soon as this week to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

You do not have to wait for UWMC’s proxy card.

You can vote AGAINST the Proposed CCM Merger today by using Two Harbors’ proxy card.

Only your last submitted and received vote will count at the meeting.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a preliminary proxy statement on Schedule 14A on May 4, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.
2026-06-12 19:19 1mo ago
2026-05-14 15:53 2mo ago
UWMC Provides Clarity on Latest Disingenuous Announcement by Two Harbors
UWMC UWM Holdings
FMP Stock News
Original source text
PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued a statement in response to this morning’s announcement by Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) and CrossCountry Mortgage, LLC ("CrossCountry" or "CCM"). The TWO Board has refused to engage with UWMC on its May 11 proposal to acquire Two Harbors for $12.50 per share in cash or 2.3328 shares of UWMC stock, and continues to affirm its support for getting its stockholders a lower cash value under its proposed merger with CrossCountry:

“TWO’s latest calculation of value is a smoke and mirrors ploy designed to distract TWO stockholders from the inferior value being offered by the CCM transaction. TWO is adding the value of their normal $0.34 second quarter dividend to the ‘value’ of the CCM transaction without acknowledging that the same $0.34 dividend would be payable if TWO proceeded with UWMC. An apples-to-apples comparison reveals UWMC’s offer is still superior. It seems there is no limit to the lengths the TWO Board will go to protect a management-enriching deal with their preferred partner while ignoring their fiduciary duty to stockholders. TWO stockholders should not fall for this desperate, deceptive Hail Mary attempt by their Board.”

“UWMC is disappointed that TWO’s Board continues to refuse to engage with UWMC, except through misleading press releases. UWMC welcomes the opportunity to engage directly with the TWO Board and their advisors to address any and all supposed concerns they have with UWMC’s proposal and to continue negotiating for the benefit of TWO shareholders. Under these circumstances, TWO shareholders should demand TWO engage with UWMC and vote AGAINST the inferior CCM transaction.”

How to Vote

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all stockholders to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

If you have already voted for TWO’s proposals relating to the Proposed CCM Merger on TWO’s proxy card, you have every right to revoke such proxy card by (i) completing, signing, dating and returning a later dated BLUE Proxy Card, (ii) voting via the Internet or by telephone by following the instructions on the enclosed BLUE Proxy Card at www.okapivote.com/TWO or toll free at (844) 343-2621, (iii) submitting written notice of the revocation to TWO’s Corporate Secretary or (iv) attending the special meeting and voting your shares online.

VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.
2026-06-12 19:18 1mo ago
2026-05-18 10:00 2mo ago
UWMC Reminds Two Harbors Stockholders to Vote the Blue Proxy Card Against the Inferior CrossCountry Transaction Today
UWMC UWM Holdings
FMP Stock News
Original source text
-

UWMC’s Superior Proposal Offers TWO Stockholders More Value, More Certainty and More Optionality

All Three Independent Proxy Advisors – ISS, Glass Lewis and Egan-Jones – Recommend Stockholders Vote AGAINST the CrossCountry Deal

TWO Board Has Refused to Engage Constructively with UWMC and Has Failed to Conduct a Value-Maximizing Process for Stockholders

It is Not Too Late for TWO Stockholders to Change Their Vote

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC”) (NYSE: UWMC), today urged all stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to VOTE AGAINST the CrossCountry Mortgage (“CCM”) merger proposal on UWMC’s BLUE proxy card in connection with the special meeting to be held at 10:00 a.m. ET on May 19, 2026.

As the deadline to vote rapidly approaches, UWMC reminds TWO stockholders that:

UWMC’s proposal offers stockholders $12.50 per share, while preserving the ability to elect to receive 2.3328 shares in UWMC stock for those stockholders that want stock consideration. Despite TWO’s various contorted, hollow and misleading arguments, $12.50 is more than $12.00, adjusted for the interim period dividend. A stock election is a benefit of UWMC’s proposal. TWO stockholders should have the freedom to choose to receive consideration in either cash or stock, and this option to participate as an investor in the combined company is not provided in the CCM merger. That option does not preclude any stockholders from choosing the cash consideration at a higher value than the CCM deal. UWMC has strong financing supported by a committed, unsecured bridge facility from Mizuho that is not subject to any financing condition, ratings triggers, collateral pools, borrowing-base tests, advance rate mechanics, or market-conditioned funding contingency. Mizuho also removed customary due diligence conditions that TWO questioned. UWMC is further supported by significant cash on its balance sheet and additional sources of liquidity. Stockholders can verify UWMC’s strong position by reviewing its publicly filed financials, which provide transparency and certainty not provided by CCM. There is an expeditious path to completion with UWMC, given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire TWO. The TWO Board admitted to ISS that it was unlikely a transaction with UWMC would be derailed in the regulatory approval process. We intend to close a transaction within approximately 2 months of signing an agreement. The TWO Board has conducted a pattern of bad-faith dealing, refusing to engage with UWMC even after repeated improvements to UWMC’s proposals. As a result of its intransigence, the TWO Board has only achieved the minimum value possible for its stockholders. It is unconscionable for the TWO Board not to engage with the primary driver of value throughout this process. The CCM transaction features golden parachutes in the range of $35 million as a reward for Two Harbors management – not stockholders – and may be the only real motivation for refusing to engage around superior proposals from UWMC. As leading proxy advisor Glass Lewis wrote, “shareholders should question whether the size of these awards is the best use of Company capital, and whether executives are entering this deal with the best interests of long-term shareholders in mind, or whether this excessive personal payday has shaped their judgment.” UWMC is eager to engage directly with the TWO Board and their advisors to address any concerns they have with the terms of UWMC’s proposal and stands ready to work quickly to negotiate and consummate an agreement that achieves the best value for TWO stockholders. All three leading independent proxy advisors – ISS, Glass Lewis and Egan-Jones – agree that stockholders should vote AGAINST the CCM transaction because the TWO Board has not conducted a value-maximizing process, and engagement with UWMC’s superior proposal is the best path forward. All three also recommended that stockholders vote AGAINST the accelerated management compensation packages. How to Vote

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all stockholders to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today. Voting AGAINST the CCM Merger Proposal and demanding the TWO Board engage with UWMC is the only way for stockholders to preserve the opportunity to achieve greater value.

IT’S NOT TOO LATE TO CHANGE YOUR VOTE

If you have already voted for TWO’s proposals relating to the Proposed CCM Merger on TWO’s proxy card, you have every right to revoke such proxy card by (i) completing, signing, dating and returning a later dated BLUE Proxy Card, (ii) voting via the Internet or by telephone by following the instructions listed on your proxy card or voting instructions form, (iii) submitting written notice of the revocation to TWO’s Corporate Secretary or (iv) requesting a “legal proxy”, attending the special meeting and voting your shares online.

The deadline for voting on the BLUE Proxy Card via the Internet or by telephone is 11:59 p.m. Eastern Time tonight, May 18, 2026. You may also vote by attending the special meeting and voting your shares online by following the instructions available on the meeting website. If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi, by calling (844) 343-2621 (Toll Free for stockholders) or (212) 297-0720 (Collect for Banks and Brokers), or by email at [email protected].

VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY!

ONLY YOUR LAST SUBMITTED AND RECEIVED VOTE WILL COUNT AT THE MEETING.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

More News From UWM Holdings Corporation

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2026-06-12 19:18 1mo ago
2026-05-18 11:00 2mo ago
UWMC Reminds Two Harbors Stockholders to Vote the Blue Proxy Card Against the Inferior CrossCountry Transaction Today
UWMC UWM Holdings
FMP Stock News
Original source text
UWMC Reminds Two Harbors Stockholders to Vote the Blue Proxy Card Against the Inferior CrossCountry Transaction Today UWM Holdings Corporation (“UWMC”) (NYSE: UWMC), today urged all stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to VOTE AGAINST the CrossCountry Mortgage (“CCM”) merger proposal on UWMC’s BLUE proxy card in connection with the special meeting to be held at 10:00 a.m. ET on May 19, 2026.

As the deadline to vote rapidly approaches, UWMC reminds TWO stockholders that:

UWMC’s proposal offers stockholders $12.50 per share, while preserving the ability to elect to receive 2.3328 shares in UWMC stock for those stockholders that want stock consideration. Despite TWO’s various contorted, hollow and misleading arguments, $12.50 is more than $12.00, adjusted for the interim period dividend. A stock election is a benefit of UWMC’s proposal. TWO stockholders should have the freedom to choose to receive consideration in either cash or stock, and this option to participate as an investor in the combined company is not provided in the CCM merger. That option does not preclude any stockholders from choosing the cash consideration at a higher value than the CCM deal. UWMC has strong financing supported by a committed, unsecured bridge facility from Mizuho that is not subject to any financing condition, ratings triggers, collateral pools, borrowing-base tests, advance rate mechanics, or market-conditioned funding contingency. Mizuho also removed customary due diligence conditions that TWO questioned. UWMC is further supported by significant cash on its balance sheet and additional sources of liquidity. Stockholders can verify UWMC’s strong position by reviewing its publicly filed financials, which provide transparency and certainty not provided by CCM. There is an expeditious path to completion with UWMC, given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire TWO. The TWO Board admitted to ISS that it was unlikely a transaction with UWMC would be derailed in the regulatory approval process. We intend to close a transaction within approximately 2 months of signing an agreement. The TWO Board has conducted a pattern of bad-faith dealing, refusing to engage with UWMC even after repeated improvements to UWMC’s proposals. As a result of its intransigence, the TWO Board has only achieved the minimum value possible for its stockholders. It is unconscionable for the TWO Board not to engage with the primary driver of value throughout this process. The CCM transaction features golden parachutes in the range of $35 million as a reward for Two Harbors management – not stockholders – and may be the only real motivation for refusing to engage around superior proposals from UWMC. As leading proxy advisor Glass Lewis wrote, “shareholders should question whether the size of these awards is the best use of Company capital, and whether executives are entering this deal with the best interests of long-term shareholders in mind, or whether this excessive personal payday has shaped their judgment.” UWMC is eager to engage directly with the TWO Board and their advisors to address any concerns they have with the terms of UWMC’s proposal and stands ready to work quickly to negotiate and consummate an agreement that achieves the best value for TWO stockholders. All three leading independent proxy advisors – ISS, Glass Lewis and Egan-Jones – agree that stockholders should vote AGAINSTthe CCM transaction because the TWO Board has not conducted a value-maximizing process, and engagementwith UWMC’s superior proposal is the best path forward. All three also recommended that stockholders vote AGAINST the accelerated management compensation packages. How to Vote

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all stockholders toVOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today. Voting AGAINST the CCM Merger Proposal and demanding the TWO Board engage with UWMC is the only way for stockholders to preserve the opportunity to achieve greater value.

IT’S NOT TOO LATE TO CHANGE YOUR VOTE

If you have already voted for TWO’s proposals relating to the Proposed CCM Merger on TWO’s proxy card, you have every right to revoke such proxy card by (i) completing, signing, dating and returning a later dated BLUE Proxy Card, (ii) voting via the Internet or by telephone by following the instructions listed on your proxy card or voting instructions form, (iii) submitting written notice of the revocation to TWO’s Corporate Secretary or (iv) requesting a “legal proxy”, attending the special meeting and voting your shares online.

The deadline for voting on the BLUE Proxy Card via the Internet or by telephone is 11:59 p.m. Eastern Time tonight, May 18, 2026. You may also vote by attending the special meeting and voting your shares online by following the instructions available on the meeting website. If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi, by calling (844) 343-2621 (Toll Free for stockholders) or (212) 297-0720 (Collect for Banks and Brokers), or by email at [email protected].

VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY!

ONLY YOUR LAST SUBMITTED AND RECEIVED VOTE WILL COUNT AT THE MEETING.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260518861635/en/
2026-06-12 19:18 1mo ago
2026-05-22 11:07 2mo ago
UWMC Urges TWO Stockholders to Stand Firm and Vote AGAINST the CCM Transaction at May 28 Special Meeting
UWMC UWM Holdings
FMP Stock News
Original source text
-

TWO’s Failure to Secure Vote for CCM Transaction Sends Clear Message: TWO Board Should Engage with UWMC Once and For All

TWO Board’s Flawed Process Has Repeatedly Failed to Maximize Stockholder Value

Even if CCM Improves its Inferior Offer, TWO Stockholders Cannot Be Sure They Are Receiving Highest Possible Value

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued a statement regarding the special meeting of the stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to vote on TWO’s proposed merger with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM") following its adjournment to May 28, 2026.

UWMC still has received no engagement from the TWO Board regarding UWMC’s proposal to acquire Two Harbors for the superior offer of $12.50 per share in cash or 2.3328 shares of UWMC stock. UWMC reaffirms its recommendation that TWO stockholders should vote AGAINST the proposed CCM transaction on UWMC’s BLUE proxy card and urge the TWO Board to engage with UWMC as its best path to maximize value for TWO stockholders.

The statement reads as follows:

“The clear message from TWO stockholders at the May 19 Special Meeting has fallen on deaf ears. The TWO Board did not secure stockholder approval for the CCM transaction at the meeting, yet it inexplicably still refuses to engage with UWMC.

“Since December, the TWO Board has repeatedly recommended transaction terms that were later displaced by higher-value proposals generated by UWMC’s pressure. That record speaks for itself. Even if CCM now improves its offer, TWO stockholders still cannot have confidence that the Board has run a value-maximizing process unless it finally engages directly with UWMC.

“Time and time again, TWO has favored a transaction with outsized cash payments to management and used stockholder money to pay high-priced advisors to try and justify it. As May 19 showed, TWO stockholders are not buying it. Nor are all three leading, independent proxy advisors, each of which has recommended a vote AGAINST the CCM transaction. A delay is not a process, and a last-minute improvement is not value maximization.

“UWMC’s proposal offers more value and more optionality. Anything short of good-faith engagement with UWMC on a level playing field will not serve the best interests of TWO stockholders. UWMC urges TWO stockholders to continue making their voices heard by voting AGAINST the inferior CCM transaction on the BLUE proxy card at the rescheduled May 28 special meeting. A vote AGAINST preserves the only pathway to maximizing the value: forcing the Board to engage with UWMC.”

How to Vote

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all TWO stockholders to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi, by calling (844) 343-2621 (Toll Free for stockholders) or (212) 297-0720 (Collect for Banks and Brokers), or by email at [email protected].

VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY!

ONLY YOUR LAST SUBMITTED AND RECEIVED VOTE WILL COUNT AT THE MEETING.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

More News From UWM Holdings Corporation

Back to Newsroom
2026-06-12 19:18 1mo ago
2026-05-22 12:00 2mo ago
UWMC Urges TWO Stockholders to Stand Firm and Vote AGAINST the CCM Transaction at May 28 Special Meeting
UWMC UWM Holdings
FMP Stock News
Original source text
UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued a statement regarding the special meeting of the stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to vote on TWO’s proposed merger with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM") following its adjournment to May 28, 2026.

UWMC still has received no engagement from the TWO Board regarding UWMC’s proposal to acquire Two Harbors for the superior offer of $12.50 per share in cash or 2.3328 shares of UWMC stock. UWMC reaffirms its recommendation that TWO stockholders should vote AGAINST the proposed CCM transaction on UWMC’s BLUE proxy card and urge the TWO Board to engage with UWMC as its best path to maximize value for TWO stockholders.

The statement reads as follows:

“The clear message from TWO stockholders at the May 19 Special Meeting has fallen on deaf ears. The TWO Board did not secure stockholder approval for the CCM transaction at the meeting, yet it inexplicably still refuses to engage with UWMC.

“Since December, the TWO Board has repeatedly recommended transaction terms that were later displaced by higher-value proposals generated by UWMC’s pressure. That record speaks for itself. Even if CCM now improves its offer, TWO stockholders still cannot have confidence that the Board has run a value-maximizing process unless it finally engages directly with UWMC.

“Time and time again, TWO has favored a transaction with outsized cash payments to management and used stockholder money to pay high-priced advisors to try and justify it. As May 19 showed, TWO stockholders are not buying it. Nor are all three leading, independent proxy advisors, each of which has recommended a vote AGAINST the CCM transaction. A delay is not a process, and a last-minute improvement is not value maximization.

“UWMC’s proposal offers more value and more optionality. Anything short of good-faith engagement with UWMC on a level playing field will not serve the best interests of TWO stockholders. UWMC urges TWO stockholders to continue making their voices heard by voting AGAINST the inferior CCM transaction on the BLUE proxy card at the rescheduled May 28 special meeting. A vote AGAINST preserves the only pathway to maximizing the value: forcing the Board to engage with UWMC.”

How to Vote

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all TWO stockholders toVOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi, by calling (844) 343-2621 (Toll Free for stockholders) or (212) 297-0720 (Collect for Banks and Brokers), or by email at [email protected].

VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY!

ONLY YOUR LAST SUBMITTED AND RECEIVED VOTE WILL COUNT AT THE MEETING.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260522818914/en/
2026-06-12 19:18 1mo ago
2026-05-28 11:00 2mo ago
TWO Announces Adjournment of Special Meeting
UWMC UWM Holdings
FMP Stock News
Original source text
TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today announced an adjournment of its Special Meeting of Stockholders to provide additional time to continue engaging with stockholders and solicit additional proxies in favor of TWO’s acquisition by CrossCountry Intermediate Holdco, LLC, a Delaware limited liability company and an affiliate of CrossCountry Mortgage, LLC (“CCM”). Stockholders who have not yet voted or submitted proxies are encouraged to do so as soon as possible.

The TWO Board of Directors determined, and continues to believe, that the pending CCM transaction is in the best interests of the TWO stockholders and unanimously recommends stockholders support the CCM transaction and vote “FOR” each proposal at the Special Meeting. Stockholders who have previously voted in favor of the CCM transaction need take no further action.

Special Meeting Details

The Special Meeting, originally scheduled for May 19, 2026 and subsequently adjourned to May 28, 2026, has been further adjourned until June 11, 2026 at 10:00 a.m. Eastern Time. It will be held virtually at TWO’s Special Meeting website, www.virtualshareholdermeeting.com/TWO2026SM. The record date for the adjourned Special Meeting of Stockholders remains April 15, 2026.

The additional time will enable TWO to continue its stockholder outreach efforts and allow more stockholders to participate in this important vote. TWO encourages all stockholders who have not yet voted to do so promptly.

Proxies previously submitted in connection with the CCM transaction will be voted at the reconvened meeting unless properly revoked. Stockholders who have not already voted or wish to change their votes are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card.

The CCM Transaction: Certain Value, Committed Financing, Advanced Approvals

On March 27, 2026, TWO and CCM entered into a definitive merger agreement for CCM to acquire all outstanding shares of TWO common stock in an all-cash transaction.

Through continued negotiations, the TWO Board secured two price increases from CCM—from $10.80 to $11.30 and then to $12.00 per share—representing a 21% premium to TWO’s unaffected share price and a 19% premium to TWO’s fully diluted tangible book value.1 TWO common stockholders will receive a pro-rated stub dividend for the quarter in which the transaction closes, providing additional cash value beyond the $12.00 per share merger consideration. Holders of TWO preferred stock will have their shares redeemed at $25.00 per share, plus accumulated and unpaid dividends. The CCM transaction is fully financed with no financing contingency—it is a fully-committed, signed agreement. The CCM transaction is also well advanced toward closing. The parties received early termination of the HSR waiting period on May 21, 2026, and 41 of the 53 required state and agency regulatory approvals have been obtained. The TWO Board’s Engagement with UWMC

Notwithstanding the narrative from UWM Holdings Corporation (NYSE: UWMC) (“UWMC”), the TWO Board has engaged with UWMC throughout a lengthy, competitive process involving numerous independent legal and financial advisors. The Board has repeatedly identified and communicated the core deficiencies in UWMC’s various proposals, including structural issues, inadequate deal certainty, regulatory process, and employee attrition and business continuity. To date, UWMC has chosen not to address any of these deficiencies.

UWMC’s most recent proposal defaults any stockholder who fails, for whatever reason, to make a timely cash election into UWMC stock worth only approximately $7.23 per TWO share based on the May 27, 2026 closing price—a result that TWO estimates could disadvantage as many as 25 to 30% of its stockholders. By contrast, CCM's $12.00 all-cash offer, plus a pro-rated stub dividend, delivers certain and immediate value automatically to all stockholders, with no election required and no risk that any stockholder is left holding significantly devalued consideration.

Walking away from a signed, fully financed, regulatory-advanced transaction in favor of UWMC’s non-binding proposal would expose all stockholders to substantial risk with no assurance that equivalent or better terms would re-emerge.

A vote against the CCM transaction does not deliver UWMC’s headline price. Rather, it jeopardizes a fully financed, signed transaction well advanced through regulatory approvals and replaces it with significant uncertainty. The TWO Board will, consistent with its fiduciary duties, consider in good faith any actionable, all-cash, fully financed proposal from UWMC or any other potential counterparty.

Vote FOR the CCM Transaction

The TWO Board unanimously recommends that stockholders vote “FOR” the CCM transaction. If the CCM transaction is not approved, there is no assurance that a superior, actionable offer will emerge.

Every stockholder’s vote matters. Stockholders who have not yet voted are urged to do so promptly using the WHITE proxy card.

TWO urges its stockholders to read all relevant documents that are filed or will be filed with the U.S. Securities and Exchange Commission (“SEC”), including TWO’s definitive proxy statement dated April 20, 2026, as supplemented (the “Proxy Statement”).

TWO stockholders who need assistance completing their proxy card or have questions regarding the Special Meeting of Stockholders may contact TWO’s proxy solicitor:

D.F. King & Co., Inc.
28 Liberty Street, 53rd Floor
New York, NY 10005
Email: [email protected]
Banks and Brokers, please call: (646) 677-2516
Toll-Free: (888) 887-0082

About TWO

TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN.

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,” “should,” “would,” “may,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press release. These include, among other things: the payment of future dividends by TWO, the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the SEC’s website at www.sec.gov.

Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed CCM transaction, TWO filed with the SEC the Proxy Statement. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This press release is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

PARTICIPANTS IN THE SOLICITATION

TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.

1 The unaffected share price date being December 16, 2025, the last trading day prior to the announcement of a transaction with UWMC, and the premium compared to the TWO’s fully diluted tangible book value as of March 31, 2026.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260527838327/en/
2026-06-12 19:18 1mo ago
2026-05-28 13:07 2mo ago
UWMC Issues Statement Regarding Second Failure of Two Harbors to Obtain Approval for CCM Transaction
UWMC UWM Holdings
FMP Stock News
Original source text
TWO Board Continues to Ignore Will of Stockholders and Conducts Delay Tactics Instead of Engaging with UWMC on its Offer That Provides Higher Value than CCM’s Best and Final

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued a statement regarding the second adjournment of the special meeting of the stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to vote on TWO’s proposed merger with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM").

The statement reads as follows:

“Today’s second adjournment demonstrates unequivocally that TWO stockholders understand what their Board refuses to acknowledge: engagement with UWMC is the only way that TWO stockholders can be assured of getting the best value. It should be abundantly clear by now that TWO stockholders do not want the inferior CCM transaction, which CCM has declared to be its best and final offer, nor do they want more adjournments and delays. It’s high time the TWO Board listens to their stockholders and engages in good faith negotiations with UWMC – something which the TWO Board, contrary to its assertions, has steadfastly refused to do for months.

“As the TWO Board stated itself, it ‘will, consistent with its fiduciary duties, consider in good faith any actionable all-cash, fully financed proposal from UWMC.’ UWMC has made a proposal meeting all such requirements – a superior offer of $12.50 per share in cash or 2.3328 shares of UWMC stock compared to CCM’s best and final offer of $12.00 per share, with a pro-rated stub dividend – and if TWO disagrees in any respect, UWMC invites TWO to open, good faith discussions to achieve the best result for TWO stockholders. In fact, it is the TWO Board that has the power to provide certainty to its stockholders, as it can terminate the CCM transaction in accordance with its terms only after securing an alternative agreement with UWMC, following direct negotiations to maximize value for TWO stockholders.

“The TWO Board and its advisors have run a failed process, put management’s interests ahead of stockholders’ and wasted stockholder capital on advisor fees and delaying tactics. In a textbook example of disfranchisement, Chairman Kasnet has adjourned the meeting despite the fact that a quorum was present and the shareholders voted against doing so. We call on the TWO Board yet again to do the right thing, engage with UWMC and work constructively towards a transaction or transactions that will get the most value for TWO stockholders.

“UWMC continues to recommend that TWO stockholders vote AGAINST the inferior CCM transaction and demand that their Board engage with UWMC, as this is the only path to maximizing stockholder value.”

How to Vote

UWMC reaffirms its recommendation that TWO stockholders should vote AGAINST the proposed CCM transaction on UWMC’s BLUE proxy card and urge the TWO Board to engage with UWMC as its best path to maximize value for TWO stockholders.

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all TWO stockholders to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi Partners, by calling (844) 343-2621 (Toll Free for stockholders) or (212) 297-0720 (For Banks and Brokers), or by email at [email protected].

VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY!

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.
2026-06-12 19:18 1mo ago
2026-06-04 17:21 1mo ago
UWMC Reaffirms Commitment to Premium Proposal to Acquire Two Harbors for $12.50 Per Share in Cash with Stock Election
UWMC UWM Holdings
FMP Stock News
Original source text
PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued an open letter to the stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) regarding the TWO Board’s continued efforts to salvage TWO’s inferior proposed merger with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM"), despite having twice held meetings that failed to secure stockholder approval for the proposed CCM transaction.

Full text of the letter follows below.

An Open Letter to the Stockholders of Two Harbors Investment Corp

Dear Two Harbors Stockholders:

Since the original date of the special meeting to vote on the inferior proposed CCM transaction, your Chairman and Board have executed consecutive adjournments, prolonging their misguided attempt to salvage an inferior CCM deal that has twice failed to garner the necessary stockholder support. You have made it clear to the TWO Board that this deal does not provide maximum value and should not be approved, but your message has fallen on deaf ears.

Your Board is relying on delay tactics that it hopes will wear down stockholders into accepting a less valuable transaction, even though UWMC’s superior proposal has been and continues to be on the table. This is the opposite of a value-maximizing process for TWO stockholders. We continue to urge all TWO stockholders to stand firm against the egregious conduct of this Board, vote AGAINST the CCM transaction – in line with the recommendations of ISS, Glass Lewis, and Egan-Jones – and to continue to demand good faith engagement with UWMC. Only persistent standing fast and continued vote AGAINST can assure TWO stockholders maximization of value for their shares.

UWMC remains committed to the proposal we sent to the TWO Board on May 11, under which we would acquire all outstanding TWO shares for $12.50 per share in cash, or if a shareholder chooses, 2.3328 shares of UWMC stock. In addition, despite the lack of engagement from the TWO Board, we reiterate our willingness to negotiate in good faith around a deal that best serves TWO stockholders.

UWMC’s Offer Remains Clearly Superior

The superiority of UWMC’s offer remains clear: 

  UWMC May 11 Proposal

CCM’s Best and Final Proposal

Cash Election

$12.50 per share

$12.00 per share

Stock Election

2.3328 UWMC Class A shares

None

Shareholders Receive TWO Q2 Dividend

$0.34 per share expected (based on previous dividends)

$0.34 per share expected (based on previous dividends)

Pro-Rated Stub Dividend

Up for negotiation through open engagement

Value uncertain; dependent on closure timing

Opportunity for More Value

Open to adjusting deal terms upon open engagement

None

Put simply, CCM’s best and final proposal undoubtedly falls short of the superior stockholder value to be delivered by UWMC.

Meanwhile, CCM’s latest public statement calls into question its own commitment to the deal. In addition to stating that its current, inferior proposal is its “best and final offer,” CCM stated that it “will not pursue a deal at all costs; there are other strategic alternatives available.” We agree. For TWO stockholders, the other – and best – strategic alternative available is to engage with UWMC to maximize value. As noted before, the TWO Board has the ability under its agreement with CCM, and the obligation under the law, to at least determine that our offer is capable of being superior and engage with us to make sure that indeed it is – the TWO Board has been consistently reluctant to take even this basic step.

UWMC is Open to Modifying Terms Through Open Engagement

CCM’s proposal now appears to be set in stone, but even if it were not, TWO stockholders could never be certain that they would be achieving maximum value without open engagement with UWMC.

UWMC is prepared to consider enhancements to our terms if the TWO Board is willing to engage. UWMC remains open to addressing concerns around UWMC’s proposed stock election feature, including adjustments to the default mechanism, or other structural concerns if TWO will finally listen to its stockholders and engage in good faith with UWMC. For example, UWMC is willing to consider an adjustment to its default election mechanism such that smaller stockholders who hold less than a maximum number of shares would receive whichever is the higher value between cash or UWMC shares, guaranteeing the default election will provide maximum value to smaller retail stockholders. Other enhancements can only be realized through open engagement. All it takes is making a determination that our offer could be superior and picking up the phone to call us.

As such, we continue to urge all stockholders to vote and continue to vote AGAINST the CCM deal on June 11 on UWMC’s BLUE proxy card to reject the value-minimizing process of the TWO Board.

How to Vote

UWMC reaffirms its recommendation that TWO stockholders should vote AGAINST the proposed CCM transaction on UWMC’s BLUE proxy card and urge the TWO Board to engage with UWMC as its best path to maximize value for TWO stockholders.

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all TWO stockholders to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi Partners, by calling (844) 343-2621 (Toll Free for stockholders) or (212) 297-0720 (For Banks and Brokers), or by email at [email protected].

VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY!

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!

We thank you for your attention. We remain prepared to negotiate a better deal for TWO stockholders and execute a transaction that delivers superior value promptly.

Sincerely,

UWM HOLDINGS
CORPORATION

Adam Wolfe
Corporate Secretary

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.
2026-06-12 19:18 1mo ago
2026-06-08 07:00 1mo ago
TWO Challenges UWMC to Submit All-Cash Offer With No Stock Component
UWMC UWM Holdings
FMP Stock News
Original source text
Announces Postponement of Special Meeting to June 23 to Permit Further Engagement with UWMC

CCM Waives Non-Solicitation Provisions in Merger Agreement to Enable Direct Engagement on Potential All Cash Transaction with UWMC and Resolve Any Lingering Questions for TWO Stockholders

UWMC’s Stock Has Collapsed to Its All-Time Low—Its $12.50 per Share Headline Does Not Tell the Full Story

TWO Board Continues to Recommend CCM’s $12.00 per Share All-Cash Offer Plus Stub Dividend

NEW YORK--(BUSINESS WIRE)--Two Harbors Investment Corp. (NYSE: TWO) today announced that its Board of Directors has postponed the Special Meeting to June 23, 2026 to allow for further solicitation and engagement with UWM Holdings Corporation (NYSE: UWMC).

The Board unanimously continues to urge stockholders to vote FOR the transaction with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”).

The $6.04 Reality

UWMC claims to offer “$12.50 per share in cash, or if a stockholder chooses, 2.3328 shares of UWMC stock.” This is backwards. In fact, stockholders who fail to make a timely, affirmative election in correct form would get UWMC stock, not cash.

TWO expects approximately 25–30% of stockholders would fail to make timely elections.1 TWO believes UWMC is counting on that in order to issue devalued stock at the expense of TWO stockholders.

TWO continues to consider the default stock consideration a non-starter and inconsistent with its fiduciary duties to all stockholders, and has communicated this repeatedly. UWMC’s stock closed June 5, 2026 at $2.59—a new all-time low. At that price, the UWMC stock that non-electing stockholders would receive by default is worth just $6.04 per share, less than half of its $12.50 headline price.

Keefe, Bruyette & Woods (“KBW”) in its June 4, 2026 note about UWMC concluded that the “acquisition of TWO no longer appears compelling if it’s largely for cash.” They went further, stating that “[a]ny upside would come only if some TWO shareholders default to stock.” This explains why UWMC still has not put forth an all-cash offer and, instead, keeps inventing convoluted proposal structures that default to stock: because it appears to be a critical feature of its offer. KBW also noted that a UWMC dividend cut is probable, given that dividends currently exceed earnings.

We Have Been Down This Road Before

In December 2025, TWO signed a merger agreement with UWMC. At announcement, that deal was worth $11.94 per TWO share. Three months later, as UWMC’s stock deteriorated to approximately $3.50, the value had collapsed to less than $8.25 per TWO share, approximately 20% below TWO’s book value. ISS recommended stockholders vote against the deal. TWO terminated in order to accept a certain, all-cash offer with no stock volatility risk to TWO stockholders.

Now UWMC is back proposing the exact same exchange ratio for the default consideration. But everything else has gotten worse:

UWMC stock has fallen 50%, to an all-time low of $2.59, from $5.12 in December 2025. Reported leverage increased from 2.45x reported for Q3 2025 to 3.18x reported for Q1 2026, an all-time high, and well above peer levels of 1.0x to 1.5x. Fitch has downgraded UWMC’s credit outlook twice in four months, citing increasing corporate leverage. UWMC credit spreads continue to widen, from 250 bps in December to ~460 bps (for the 6.5% of 3/31), which is 185 bps wider than CCM’s bonds (6.5% of 10/30)—nearly the widest gap on record—up from a spread differential of just 35 bps in December 2025. Bloomberg’s Corporate Default Risk Model shows that UWMC has a 1-year default probability of 5.75%, up from 1.2% on December 16, 2025. UWMC’s own CEO recently said about a transaction with TWO: “If I would have known what I know now about how little value the rest of the company was, I wouldn’t have pursued it.” The TWO Board agrees—if it had known then what it knows now about UWMC’s financial condition and the value of its stock, the Board would not have agreed to UWMC stock as consideration in December either.

The Path Forward Is Clear

Given what it knows now, the TWO Board cannot in good conscience, and consistent with its fiduciary duties, recommend any transaction in which TWO stockholders end up owning stock in UWMC—a controlled company whose stock continues to decline and whose credit risk continues to increase.

The TWO Board has been clear in what it requires: all cash, to all stockholders, no stock component. Fully committed financing to cover the entire $12.50 per share in cash, including all termination and transaction fees, along with definitive documents.

TWO is prepared to engage immediately and directly, CEO and Chairman to CEO and Chairman, to discuss that proposal. CCM has agreed to waive the non-solicitation provisions of its merger agreement through close of business on Friday, June 12, to permit this engagement.

To be clear: the TWO Board has not determined that any UWMC proposal is, or would reasonably be expected to be, superior to the CCM transaction. The postponement of the Special Meeting is intended to provide additional time for solicitation and, if UWMC is prepared to make an actionable all-cash offer with no stock component, to engage with UWMC on its proposal.

If UWMC cannot make that offer, then UWMC should step aside and allow TWO stockholders to vote on the only actionable transaction before them.

The Choice

CCM: $12.00 per share in all cash to every stockholder, plus a pro-rated stub dividend for the quarter in which the transaction closes. The CCM transaction has no election, no UWMC stock, is fully financed, has 85% of regulatory approvals secured (46 of 53 state and agency approvals) and HSR early termination obtained, and is well-positioned to close in August 2026. UWMC: A non-binding proposal for $12.50, but only if stockholders affirmatively elect cash. Otherwise $6.04 in volatile stock that has declined by approximately 50% since December 2025. The UWMC proposal offers no stub dividend and would restart the regulatory process from scratch—120-day minimum advance notice after definitive contract signed for mortgage servicing license approvals. It also has higher credit risk and default probability than CCM, and UWMC stock just hit a new all-time low of $2.59. CCM has made clear: $12.00 plus the stub dividend is its best and final offer. If stockholders reject it, CCM may walk away.

The alternative to CCM is not a better deal. It is no deal at all.

Vote FOR the CCM transaction on the WHITE proxy card on or before June 23.

About TWO

TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN.

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,” “should,” “would,” “may,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press release. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; and that TWO may be adversely affected by other economic, business or competitive factors. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the SEC’s website at www.sec.gov.

Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed CCM transaction, TWO filed with the SEC a Proxy Statement. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This press release is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

PARTICIPANTS IN THE SOLICITATION

TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.

1 TWO estimate based on TWO’s retail and institutional ownership composition, applied to historical voting participation rates of approximately 28% for retail holders and approximately 77% for institutional holders, as reported in Broadridge Financial Solutions, Broadridge ProxyPulse, 2025 Proxy Season Report.

More News From Two Harbors Investment Corp.
2026-06-12 19:18 1mo ago
2026-06-08 08:00 1mo ago
TWO Challenges UWMC to Submit All-Cash Offer With No Stock Component
UWMC UWM Holdings
FMP Stock News
Original source text
Two Harbors Investment Corp. (NYSE: TWO) today announced that its Board of Directors has postponed the Special Meeting to June 23, 2026 to allow for further solicitation and engagement with UWM Holdings Corporation (NYSE: UWMC).

The Board unanimously continues to urge stockholders to vote FOR the transaction with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”).

The $6.04 Reality

UWMC claims to offer “$12.50 per share in cash, or if a stockholder chooses, 2.3328 shares of UWMC stock.” This is backwards. In fact, stockholders who fail to make a timely, affirmative election in correct form would get UWMC stock, not cash.

TWO expects approximately 25–30% of stockholders would fail to make timely elections.1 TWO believes UWMC is counting on that in order to issue devalued stock at the expense of TWO stockholders.

TWO continues to consider the default stock consideration a non-starter and inconsistent with its fiduciary duties to all stockholders, and has communicated this repeatedly. UWMC’s stock closed June 5, 2026 at $2.59—a new all-time low. At that price, the UWMC stock that non-electing stockholders would receive by default is worth just $6.04 per share, less than half of its $12.50 headline price.

Keefe, Bruyette & Woods (“KBW”) in its June 4, 2026 note about UWMC concluded that the “acquisition of TWO no longer appears compelling if it’s largely for cash.” They went further, stating that “[a]ny upside would come only if some TWO shareholders default to stock.” This explains why UWMC still has not put forth an all-cash offer and, instead, keeps inventing convoluted proposal structures that default to stock: because it appears to be a critical feature of its offer. KBW also noted that a UWMC dividend cut is probable, given that dividends currently exceed earnings.

We Have Been Down This Road Before

In December 2025, TWO signed a merger agreement with UWMC. At announcement, that deal was worth $11.94 per TWO share. Three months later, as UWMC’s stock deteriorated to approximately $3.50, the value had collapsed to less than $8.25 per TWO share, approximately 20% below TWO’s book value. ISS recommended stockholders vote against the deal. TWO terminated in order to accept a certain, all-cash offer with no stock volatility risk to TWO stockholders.

Now UWMC is back proposing the exact same exchange ratio for the default consideration. But everything else has gotten worse:

UWMC stock has fallen 50%, to an all-time low of $2.59, from $5.12 in December 2025. Reported leverage increased from 2.45x reported for Q3 2025 to 3.18x reported for Q1 2026, an all-time high, and well above peer levels of 1.0x to 1.5x. Fitch has downgraded UWMC’s credit outlook twice in four months, citing increasing corporate leverage. UWMC credit spreads continue to widen, from 250 bps in December to ~460 bps (for the 6.5% of 3/31), which is 185 bps wider than CCM’s bonds (6.5% of 10/30)—nearly the widest gap on record—up from a spread differential of just 35 bps in December 2025. Bloomberg’s Corporate Default Risk Model shows that UWMC has a 1-year default probability of 5.75%, up from 1.2% on December 16, 2025. UWMC’s own CEO recently said about a transaction with TWO: “If I would have known what I know now about how little value the rest of the company was, I wouldn’t have pursued it.” The TWO Board agrees—if it had known then what it knows now about UWMC’s financial condition and the value of its stock, the Board would not have agreed to UWMC stock as consideration in December either.

The Path Forward Is Clear

Given what it knows now, the TWO Board cannot in good conscience, and consistent with its fiduciary duties, recommend any transaction in which TWO stockholders end up owning stock in UWMC—a controlled company whose stock continues to decline and whose credit risk continues to increase.

The TWO Board has been clear in what it requires: all cash, to all stockholders, no stock component. Fully committed financing to cover the entire $12.50 per share in cash, including all termination and transaction fees, along with definitive documents.

TWO is prepared to engage immediately and directly, CEO and Chairman to CEO and Chairman, to discuss that proposal. CCM has agreed to waive the non-solicitation provisions of its merger agreement through close of business on Friday, June 12, to permit this engagement.

To be clear: the TWO Board has not determined that any UWMC proposal is, or would reasonably be expected to be, superior to the CCM transaction. The postponement of the Special Meeting is intended to provide additional time for solicitation and, if UWMC is prepared to make an actionable all-cash offer with no stock component, to engage with UWMC on its proposal.

If UWMC cannot make that offer, then UWMC should step aside and allow TWO stockholders to vote on the only actionable transaction before them.

The Choice

CCM: $12.00 per share in all cash to every stockholder, plus a pro-rated stub dividend for the quarter in which the transaction closes. The CCM transaction has no election, no UWMC stock, is fully financed, has 85% of regulatory approvals secured (46 of 53 state and agency approvals) and HSR early termination obtained, and is well-positioned to close in August 2026. UWMC: A non-binding proposal for $12.50, but only if stockholders affirmatively elect cash. Otherwise $6.04 in volatile stock that has declined by approximately 50% since December 2025. The UWMC proposal offers no stub dividend and would restart the regulatory process from scratch—120-day minimum advance notice after definitive contract signed for mortgage servicing license approvals. It also has higher credit risk and default probability than CCM, and UWMC stock just hit a new all-time low of $2.59. CCM has made clear: $12.00 plus the stub dividend is its best and final offer. If stockholders reject it, CCM may walk away.

The alternative to CCM is not a better deal. It is no deal at all.

Vote FOR the CCM transaction on the WHITE proxy card on or before June 23.

About TWO

TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN.

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,” “should,” “would,” “may,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press release. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; and that TWO may be adversely affected by other economic, business or competitive factors. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the SEC’s website at www.sec.gov.

Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed CCM transaction, TWO filed with the SEC a Proxy Statement. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This press release is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

PARTICIPANTS IN THE SOLICITATION

TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.

1 TWO estimate based on TWO’s retail and institutional ownership composition, applied to historical voting participation rates of approximately 28% for retail holders and approximately 77% for institutional holders, as reported in Broadridge Financial Solutions, Broadridge ProxyPulse, 2025 Proxy Season Report.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260607948548/en/
2026-06-12 19:18 1mo ago
2026-06-10 03:05 1mo ago
With Mortgage Rates Stuck High, Can UWM Holdings Keep Taking Market Share?
UWMC UWM Holdings
FMP Stock News
Original source text
Mortgage lenders have spent the past two years waiting for lower interest rates. So far, they've been disappointed.

The Federal Reserve has largely held rates steady, and mortgage rates remain elevated. Freddie Mac recently reported the average 30-year fixed mortgage rate at 6.48%, a level that continues to weigh on housing affordability and suppress refinancing activity.

That's a difficult backdrop for most lenders. Yet UWM Holdings (UWMC +1.46%) continues to gain market share.

A winning strategy Unlike a lot of lenders that work directly with consumers, UWM operates exclusively through independent mortgage brokers, an important distinction.

Most mortgage lenders spend enormous amounts of money trying to find borrowers. UWM lets mortgage brokers do that work. So by focusing exclusively on the broker channel, the company can originate more loans with a leaner cost structure, giving it a competitive advantage when industry volumes are weak and competition is intense.

That strategy appears to be paying off, as the company's purchase-market share has continued to expand.

In Q1, 2026, UWM originated $44.9 billion in mortgages, up from $32.4 billion during the same period last year. The company also generated $170.4 million in net income, a significant improvement from a net loss of $247 million in Q1, 2025.

Of course, the question remains: Can UWM continue growing if mortgage rates remain stuck near current levels?

One reason for optimism is scale.

Image source: Getty Images.

Leveraging scale Mortgage lending is a highly competitive business, and elevated rates have reduced overall industry volumes. That often creates a difficult environment for smaller lenders, which have to spread fixed costs across fewer loans.

UWM, however, benefits from being the nation's largest mortgage lender. The company can leverage its scale, technology platform, and broker network to process large loan volumes more efficiently than many of its competitors. And that advantage has helped support margins.

In Q1, UWM reported a gain margin of 123 basis points, compared with 94 basis points a year earlier. Gain margin measures how much profit a lender earns when originating and selling a mortgage. Higher margins can help offset weaker industry volumes.

Of course, there are risks. UWM carries a significant amount of debt, which can become a bigger concern if the housing market remains weak for an extended period.

There's also the matter of insider selling. CEO Mat Ishbia has sold a substantial amount of stock in recent years. To be fair, executives sell shares for all sorts of reasons, including diversification and tax planning. But when a heavily leveraged company operates in a cyclical industry, large insider sales are hard to ignore.

Today's Change

(

1.46

%) $

0.04

Current Price

$

2.42

And if mortgage rates remain elevated for an extended period, refinancing activity could stay muted for years. The housing market is still constrained by affordability challenges. Existing-home sales remain well below historical norms, and many homeowners are reluctant to give up the mortgages they got during the low-rate environment of 2020 and 2021.

Still, UWM doesn't necessarily need a housing boom to succeed.

The company simply needs to continue executing in the purchase market, where it has steadily expanded its share over the past several years.

Lower interest rates would almost certainly provide a tailwind by reigniting refinancing activity. But even if rates remain elevated, UWM's scale, broker-focused model, and growing share of the purchase market suggest the company may be better positioned than many of its peers to navigate a challenging mortgage environment.
2026-06-12 19:18 1mo ago
2026-05-06 16:15 2mo ago
HEICO Corporation Announces Regular Quarterly Conference Call
HEI-A HEICO
FMP Stock News
Original source text
HOLLYWOOD, FL AND MIAMI, FL / ACCESS Newswire / May 6, 2026 / On May 27, 2026, after the NYSE closing, HEICO Corporation (NYSE:HEI.A)(NYSE:HEI) will release its financial results for the second quarter ended April 30, 2026. The earnings release will be available through the Internet on the Company's website at https://www.heico.com.

In order to assist interested parties in scheduling their participation in HEICO teleconferences, the Company issues advance notices of conference calls.

HEICO will hold a conference call on Thursday, May 28 at 9:00 a.m. Eastern Daylight Time to discuss its second quarter results. Individuals wishing to participate in the conference call should dial: US and Canada (800) 330-6710, International (646) 769-9200, wait for the conference operator and provide the operator with the Conference ID 1509611. A digital replay will be available two hours after the completion of the conference call for 14 days. To access the replay, please visit our website at https://www.heico.com under the Investors section for details.

The Company has two classes of common stock traded on the NYSE. Both classes, the Common Stock (HEI) and the Class A Common Stock (HEI.A), are virtually identical in all economic respects. The only difference between the share classes is the voting rights. The Class A Common Stock (HEI.A) carries 1/10 vote per share and the Common Stock (HEI) carries one vote per share. The stock symbols for HEICO's two classes of common stock on most websites are HEI and HEI.A. However, some websites change HEICO's Class A Common Stock symbol (HEI.A) to HEI/A or HEIa.

HEICO Corporation is engaged primarily in the design, production, servicing and distribution of products and services to certain niche segments of the aviation, defense, space, medical, telecommunications and electronics industries through its Hollywood, Florida-based Flight Support Group and its Miami, Florida-based Electronic Technologies Group. HEICO's customers include a majority of the world's airlines and overhaul shops, as well as numerous defense and space contractors and military agencies worldwide, in addition to medical, telecommunications and electronics equipment manufacturers. For more information about HEICO, please visit our website at https://www.heico.com.

Contact: Victor H. Mendelson (305) 374-1745 ext. 7590
Carlos L. Macau, Jr. (954) 987-4000 ext. 7570

SOURCE: HEICO Corporation
2026-06-12 19:18 1mo ago
2026-05-21 14:16 2mo ago
HEICO to Report Q2 Earnings: What's in the Cards for the Stock?
HEI-A HEICO
FMP Stock News
Original source text
Key Takeaways HEI heads into fiscal Q2 results after delivering a 7.14% earnings surprise last quarter.HEI bought EthosEnergy Accessories and Components, expanding its turbine, aerospace and defense repair reach.HEI consensus: $1.24B sales and $1.33 EPS, implying 12.8% and 18.8% year-over-year growth. HEICO Corporation (HEI - Free Report) is scheduled to release second-quarter fiscal 2026 results on May 27, after market close. The company delivered an earnings surprise of 7.14% in the last reported quarter.

Let’s discuss the factors that are likely to be reflected in the upcoming quarterly results.

Key Factors Likely to Influence HEI’s Q2 ResultsIn the second quarter of fiscal 2026, HEICO acquired EthosEnergy Accessories and Components, which is expected to have supported its overall performance during the period. The acquisition expands HEICO’s presence across the aeroderivative gas turbine, aerospace and defense markets while strengthening its engine accessory and component repair capabilities. It is likely to have driven incremental revenues from aftermarket service solutions while reinforcing HEICO’s position in the global aerospace and energy services market.

Strong sales growth across all product lines, particularly from aftermarket parts and distribution operations, along with contributions from previous acquisitions, is likely to have supported the Flight Support Group unit’s fiscal second-quarter top line.

Solid sales growth across aerospace, defense and electronics products is likely to have aided the Electronic Technologies unit’s revenue performance.

HEI’s Q2 ExpectationsThe Zacks Consensus Estimate for HEI’s second-quarter sales is pegged at $1.24 billion, which indicates an increase of 12.8% from the prior-year figure.

The consensus estimate for HEI’s fiscal second-quarter earnings is pegged at $1.33 per share, which indicates year-over-year growth of 18.8%.

What the Zacks Model Unveils for HEIOur proven model does not conclusively predict an earnings beat for HEICO this time. The combination of a positive Earnings ESP and a Zacks Rank #1 (Strong Buy), 2 (Buy) or 3 (Hold) increases the odds of an earnings beat, which is not the case here, as you will see below.

Recent Defense ReleasesTransDigm Group Incorporated (TDG - Free Report) reported second-quarter fiscal 2026 adjusted earnings of $9.85 per share, which topped the Zacks Consensus Estimate of $9.32 by 5.7%. The bottom line also improved 8% from the prior-year quarter’s figure of $9.11.

Sales amounted to $2.54 billion, up 18% from $2.15 billion registered in the prior-year period. The reported figure also topped the Zacks Consensus Estimate of $2.42 billion by 4.9%.

Teledyne Technologies Inc. (TDY - Free Report) reported first-quarter 2026 adjusted earnings of $5.80 per share, which surpassed the Zacks Consensus Estimate of $5.48 by 5.9%. The bottom line also improved 17.2% from $4.95 recorded in the year-ago quarter.

Total sales were $1.56 billion, which beat the Zacks Consensus Estimate of $1.51 billion by 3.3%. The top line also jumped 7.6% from $1.45 billion reported in the year-ago quarter.

Hexcel Corporation (HXL - Free Report) reported first-quarter 2026 adjusted earnings of 59 cents per share, which improved 59.5% from the year-ago quarter’s figure of 37 cents. The bottom line also surpassed the Zacks Consensus Estimate of 42 cents by 40.5%.

The company’s net sales totaled $501.5 million, which beat the Zacks Consensus Estimate of $487 million by 3%. The top line also improved 9.9% from the year-ago quarter’s figure of $456.5 million.
2026-06-12 19:18 1mo ago
2026-05-27 16:15 2mo ago
HEICO Corporation Reports Record Net Income (Up 49%) On Record Operating Income (Up 41%) and Record Net Sales (Up 25%) for the Second Quarter of Fiscal 2026
HEI-A HEICO
FMP Stock News
Original source text
Wednesday, 27 May 2026 04:15 PM

Topic: 

Earnings Consolidated Quarterly Organic Net Sales Growth exceeds 18%

HOLLYWOOD, FL AND MIAMI, FL / ACCESS Newswire / May 27, 2026 / HEICO CORPORATION (NYSE:HEI.A)(NYSE:HEI) today reported an increase in net income of 49% to a record $233.8 million, or $1.66 per diluted share, in the second quarter of fiscal 2026, up from $156.8 million, or $1.12 per diluted share, in the second quarter of fiscal 2025. Net income increased 31% to a record $424.0 million, or $3.01 per diluted share, in the first six months of fiscal 2026, up from $324.7 million, or $2.31 per diluted share, in the first six months of fiscal 2025.

Net sales increased 25% to a record $1,375.7 million in the second quarter of fiscal 2026, up from $1,097.8 million in the second quarter of fiscal 2025. Operating income increased 41% to a record $350.4 million in the second quarter of fiscal 2026, up from $248.2 million in the second quarter of fiscal 2025. The Company's consolidated operating margin improved to 25.5% in the second quarter of fiscal 2026, up from 22.6% in the second quarter of fiscal 2025.

Net sales increased 20% to a record $2,554.3 million in the first six months of fiscal 2026, up from $2,128.0 million in the first six months of fiscal 2025. Operating income increased 29% to a record $610.3 million in the first six months of fiscal 2026, up from $475.0 million in the first six months of fiscal 2025. The Company's consolidated operating margin improved to 23.9% in the first six months of fiscal 2026, up from 22.3% in the first six months of fiscal 2025.

EBITDA increased 37% to $408.3 million in the second quarter of fiscal 2026, up from $297.7 million in the second quarter of fiscal 2025. EBITDA increased 26% to $720.3 million in the first six months of fiscal 2026, up from $571.6 million in the first six months of fiscal 2025. See our reconciliation of net income attributable to HEICO to EBITDA at the end of this press release.

Consolidated Results

Eric A. Mendelson and Victor H. Mendelson, HEICO's Co-Chairmen and Co-Chief Executive Officers, commented on the Company's second quarter results stating, "Reporting yet another period of record results, HEICO's record quarterly net income, operating income and net sales were driven by 18% consolidated organic net sales growth and contributions by our profitable fiscal 2026 and 2025 acquisitions.

Cash flow provided by operating activities increased 43% to $292.0 million in the second quarter of fiscal 2026, up from $204.7 million in the second quarter of fiscal 2025. We continue to forecast strong cash flow from operations for fiscal 2026.

Our total debt to net income attributable to HEICO ratio was 3.28x as of April 30, 2026, as compared to 3.14x as of October 31, 2025. Our net debt to EBITDA ratio was 1.74x as of April 30, 2026, as compared to 1.60x as of October 31, 2025. The increase in our leverage ratios in the first six months of fiscal 2026 is a result of our successful completion of four acquisitions, two by the Flight Support Group and two by the Electronic Technologies Group. See our reconciliation of total debt to net debt at the end of this press release.

For the remainder of fiscal 2026, we expect increased net sales at both the Flight Support Group and Electronic Technologies Group supported by underlying demand for our products and contributions from recent acquisitions. We intend to continue evaluating acquisition opportunities that are consistent with our strategic objectives. Our capital allocation approach remains opportunistic, focused on balancing organic growth with accretive acquisitions while maintaining liquidity and financial flexibility."

Flight Support Group

The Flight Support Group achieved record quarterly net sales and operating income in the second quarter of fiscal 2026, with net sales and operating income increasing 21% and 31%, respectively, as compared to the second quarter of fiscal 2025. These results reflect strong double-digit organic net sales growth across all of the Flight Support Group's product lines, as well as the contributions from our fiscal 2026 acquisitions.

The Flight Support Group's net sales increased 21% to a record $929.4 million in the second quarter of fiscal 2026, up from $767.1 million in the second quarter of fiscal 2025. The net sales increase in the second quarter of fiscal 2026 resulted from strong organic growth of 19%, as well as the impact from our fiscal 2026 acquisitions. The organic net sales growth in the second quarter of fiscal 2026 reflects increased demand across all of our product lines.

The Flight Support Group's net sales increased 18% to a record $1,749.4 million in the first six months of fiscal 2026, up from $1,480.2 million in the first six months of fiscal 2025. The net sales increase in the first six months of fiscal 2026 resulted from robust organic growth of 16%, as well as the impact from our fiscal 2025 and 2026 acquisitions. The organic net sales growth in the first six months of fiscal 2026 reflects increased demand across all of our product lines.

The Flight Support Group's operating income increased 31% to a record $243.1 million in the second quarter of fiscal 2026, up from $185.0 million in the second quarter of fiscal 2025. The Flight Support Group's operating income increased 26% to a record $443.8 million in the first six months of fiscal 2026, up from $351.1 million in the first six months of fiscal 2025. The operating income increase in the second quarter and first six months of fiscal 2026 principally reflects the previously mentioned net sales growth, selling, general and administrative ("SG&A") expense efficiencies realized from the net sales growth, and an improved gross profit margin. The improved gross profit margin in the second quarter and first six months of fiscal 2026 was principally driven by a more favorable product mix and higher net sales volumes within our aftermarket replacement parts product line.

The Flight Support Group's operating margin improved to 26.2% in the second quarter of fiscal 2026, up from 24.1% in the second quarter of fiscal 2025. The Flight Support Group's operating margin improved to 25.4% in the first six months of fiscal 2026, up from 23.7% in the first six months of fiscal 2025. The operating margin increase in the second quarter and first six months of fiscal 2026 reflects decreased SG&A expenses as a percentage of net sales, primarily driven by the previously mentioned SG&A expense efficiencies, and the previously mentioned improved gross profit margin.

Electronic Technologies Group

The Electronic Technologies Group achieved record quarterly net sales and operating income in the second quarter of fiscal 2026, with net sales and operating income improving 34% and 56%, respectively, as compared to the second quarter of fiscal 2025. These exceptional results principally resulted from strong organic net sales growth and contributions from our fiscal 2026 and 2025 acquisitions, driven by broad-based improved demand for most of the Electronic Technologies Group's products.

The Electronic Technologies Group's net sales increased 34% to a record $459.5 million in the second quarter of fiscal 2026, up from $342.2 million in the second quarter of fiscal 2025. The net sales increase reflects strong organic growth of 17% and the impact from our fiscal 2026 and 2025 acquisitions. The organic net sales growth is mainly attributable to increased demand for our other electronics, defense, aerospace, and space products.

The Electronic Technologies Group's net sales increased 23% to a record $830.2 million in the first six months of fiscal 2026, up from $672.5 million in the first six months of fiscal 2025. The net sales increase came from strong organic growth of 12% and the impact from our fiscal 2025 and 2026 acquisitions. The organic net sales growth is mainly attributable to increased demand for our other electronics, aerospace, and defense products.

The Electronic Technologies Group's operating income increased 56% to a record $121.8 million in the second quarter of fiscal 2026, up from $77.9 million in the second quarter of fiscal 2025. The operating income increase principally reflects the previously mentioned net sales growth, an improved gross profit margin, and SG&A expense efficiencies realized from the net sales growth. The improved gross profit margin principally reflects the previously mentioned higher net sales and a more favorable product mix of our aerospace products.

The Electronic Technologies Group's operating income increased 26% to a record $195.1 million in the first six months of fiscal 2026, up from $154.3 million in the first six months of fiscal 2025. The operating income increase principally reflects the previously mentioned net sales growth and SG&A expense efficiencies realized from the net sales growth.

The Electronic Technologies Group's operating margin improved to 26.5% in the second quarter of fiscal 2026, up from 22.8% in the second quarter of fiscal 2025. The operating margin increase reflects the previously mentioned improved gross profit margin and decreased SG&A expenses as a percentage of net sales, primarily driven by the previously mentioned SG&A expense efficiencies.

The Electronic Technologies Group's operating margin improved to 23.5% in the first six months of fiscal 2026, up from 23.0% in the first six months of fiscal 2025. The increased operating margin principally resulted from decreased SG&A expenses as a percentage of net sales, primarily driven by the previously mentioned SG&A expense efficiencies.

Non-GAAP Financial Measures

To provide additional information about the Company's results, HEICO has discussed in this press release its EBITDA (calculated as net income attributable to HEICO adjusted for depreciation and amortization expense, net income attributable to noncontrolling interests, interest expense and income tax expense), its net debt (calculated as total debt less cash and cash equivalents), and its net debt to EBITDA ratio (calculated as net debt divided by EBITDA), which are not prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

These non-GAAP measures are included to supplement the Company's financial information presented in accordance with GAAP and because the Company uses such measures to monitor and evaluate the performance of its business and believes the presentation of these measures enhance an investor's ability to analyze trends in the Company's business and to evaluate the Company's performance relative to other companies in its industry. However, these non-GAAP measures have limitations and should not be considered in isolation or as a substitute for analysis of the Company's financial results as reported under GAAP.

These non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. These measures should only be used to evaluate the Company's results of operations in conjunction with their corresponding GAAP measures. Pursuant to the requirements of Regulation G of the Securities and Exchange Act of 1934, the Company has provided a reconciliation of these non-GAAP measures in the last table included in this press release.

(NOTE: HEICO has two classes of common stock traded on the NYSE. Both classes, the Class A Common Stock (HEI.A) and the Common Stock (HEI), are virtually identical in all economic respects. The only difference between the share classes is the voting rights. The Class A Common Stock (HEI.A) carries 1/10 vote per share and the Common Stock (HEI) carries one vote per share.)

There are currently approximately 84.5 million shares of HEICO's Class A Common Stock (HEI.A) outstanding and 55.2 million shares of HEICO's Common Stock (HEI) outstanding. The stock symbols for HEICO's two classes of common stock on most websites are HEI.A and HEI. However, some websites change HEICO's Class A Common Stock trading symbol (HEI.A) to HEI/A or HEIa.

As previously announced, HEICO will hold a conference call on Thursday, May 28, 2026 at 9:00 a.m. Eastern Daylight Time to discuss its second quarter results. Individuals wishing to participate in the conference call should dial: US and Canada (800) 330-6710, International (646) 769-9200, wait for the conference operator and provide the operator with the Conference ID 1509611. A digital replay will be available two hours after the completion of the conference for 14 days. To access the replay, please visit our website at https://www.heico.com under the Investors section for details.

HEICO Corporation is engaged primarily in the design, production, servicing and distribution of products and services to certain niche segments of the aviation, defense, space, medical, telecommunications and electronics industries through its Hollywood, Florida-based Flight Support Group and its Miami, Florida-based Electronic Technologies Group. HEICO's customers include a majority of the world's airlines and overhaul shops, as well as numerous defense and space contractors and military agencies worldwide, in addition to medical, telecommunications and electronics equipment manufacturers. For more information about HEICO, please visit our website at https://www.heico.com.

Certain statements in this press release constitute forward-looking statements, which are subject to risks, uncertainties and contingencies. HEICO's actual results may differ materially from those expressed in or implied by those forward-looking statements. Factors that could cause such differences include, among others: the severity, magnitude and duration of public health threats; our liquidity and the amount and timing of cash generation; lower commercial air travel, airline fleet changes or airline purchasing decisions, which could cause lower demand for our goods and services; product specification costs and requirements, which could cause an increase in our costs to complete contracts; governmental and regulatory demands, export policies and restrictions, reductions in defense, space or homeland security spending by U.S. and/or foreign customers or competition from existing and new competitors, which could reduce our sales; our ability to introduce new products and services at profitable pricing levels, which could reduce our sales or sales growth; product development or manufacturing difficulties, which could increase our product development and manufacturing costs and delay sales; cybersecurity events or other disruptions of our information technology systems could adversely affect our business; and our ability to make acquisitions, including obtaining any applicable domestic and/or foreign governmental approvals, and achieve operating synergies from acquired businesses; customer credit risk; interest, foreign currency exchange and income tax rates; and economic conditions, including the effects of inflation, within and outside of the aviation, defense, space, medical, telecommunications and electronics industries, which could negatively impact our costs and revenues. Parties receiving this material are encouraged to review all of HEICO's filings with the Securities and Exchange Commission including, but not limited to filings on Form 10-K, Form 10-Q and Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

HEICO CORPORATION
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)

Three Months Ended April 30,

2026

2025

Net sales

$

1,375,713

$

1,097,820

Cost of sales

806,188

660,016

Selling, general and administrative expenses

219,088

189,652

Operating income

350,437

248,152

Interest expense

(34,161

)

(32,865

)

Other income

1,254

636

Income before income taxes and noncontrolling interests

317,530

215,923

Income tax expense

67,200

45,400

Net income from consolidated operations

250,330

170,523

Less: Net income attributable to noncontrolling interests

16,529

13,730

Net income attributable to HEICO

$

233,801

$

156,793

Net income per share attributable to HEICO shareholders:

Basic

$

1.68

$

1.13

Diluted

$

1.66

$

1.12

Weighted average number of common shares outstanding:

Basic

139,561

139,005

Diluted

141,068

140,599

Three Months Ended April 30,

2026

2025

Operating segment information:

Net sales:

Flight Support Group

$

929,427

$

767,070

Electronic Technologies Group

459,532

342,167

Intersegment sales

(13,246

)

(11,417

)

$

1,375,713

$

1,097,820

Operating income:

Flight Support Group

$

243,064

$

184,980

Electronic Technologies Group

121,809

77,880

Other, primarily corporate

(14,436

)

(14,708

)

$

350,437

$

248,152

Depreciation and amortization:

Flight Support Group

$

29,891

$

28,449

Electronic Technologies Group

25,916

19,537

Other, primarily corporate

827

891

$

56,634

(c)

$

48,877

(c)

HEICO CORPORATION
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)

Six Months Ended April 30,

2026

2025

Net sales

$

2,554,295

$

2,128,042

Cost of sales

1,529,806

1,284,576

Selling, general and administrative expenses

414,153

368,509

Operating income

610,336

474,957

Interest expense

(63,647

)

(65,323

)

Other income

2,298

1,555

Income before income taxes and noncontrolling interests

548,987

411,189

Income tax expense

93,900

(a)

59,100

(b)

Net income from consolidated operations

455,087

352,089

Less: Net income attributable to noncontrolling interests

31,098

27,341

Net income attributable to HEICO

$

423,989

(a)

$

324,748

(b)

Net income per share attributable to HEICO shareholders:

Basic

$

3.04

(a)

$

2.34

(b)

Diluted

$

3.01

(a)

$

2.31

(b)

Weighted average number of common shares outstanding:

Basic

139,464

138,921

Diluted

141,049

140,541

Six Months Ended April 30,

2026

2025

Operating segment information:

Net sales:

Flight Support Group

$

1,749,427

$

1,480,244

Electronic Technologies Group

830,207

672,482

Intersegment sales

(25,339

)

(24,684

)

$

2,554,295

$

2,128,042

Operating income:

Flight Support Group

$

443,797

$

351,096

Electronic Technologies Group

195,055

154,336

Other, primarily corporate

(28,516

)

(30,475

)

$

610,336

$

474,957

Depreciation and amortization:

Flight Support Group

$

57,766

$

54,281

Electronic Technologies Group

48,200

39,037

Other, primarily corporate

1,676

1,784

$

107,642

(c)

$

95,102

(c)

HEICO CORPORATION
Footnotes to Condensed Consolidated Statements of Operations (Unaudited)

During the first quarter of fiscal 2026, the Company recognized a $22.3 million discrete tax benefit from stock option exercises, which, net of noncontrolling interests, increased net income attributable to HEICO by $21.8 million, or $.16 per basic share and $.15 per diluted share.

During the first quarter of fiscal 2025, the Company recognized a $27.2 million discrete tax benefit from stock option exercises, which, net of noncontrolling interests, increased net income attributable to HEICO by $26.5 million, or $.19 per basic and diluted share.

Depreciation and amortization information on the Company's two operating segments for the three and six months ended April 30, 2026 and 2025, is as follows (in thousands):

Three Months Ended April 30,

Six Months Ended April 30,

2026

2025

2026

2025

Depreciation:

Flight Support Group

$

7,257

$

6,609

$

14,038

$

13,187

Electronic Technologies Group

7,162

6,061

14,085

12,030

Other, primarily corporate

434

498

891

999

$

14,853

$

13,168

$

29,014

$

26,216

Amortization:

Flight Support Group

$

22,634

$

21,840

$

43,728

$

41,094

Electronic Technologies Group

18,754

13,476

34,115

27,007

Other, primarily corporate

393

393

785

785

$

41,781

$

35,709

$

78,628

$

68,886

HEICO CORPORATION
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)

April 30, 2026

October 31, 2025

Cash and cash equivalents

$

210,335

$

217,781

Accounts receivable, net

734,955

637,615

Contract assets

131,590

119,257

Inventories, net

1,410,527

1,295,336

Prepaid expenses and other current assets

149,069

86,377

Total current assets

2,636,476

2,356,366

Property, plant and equipment, net

462,831

431,710

Goodwill

4,197,386

3,661,624

Intangible assets, net

1,715,157

1,471,440

Other assets

580,363

579,294

Total assets

$

9,592,213

$

8,500,434

Current maturities of long-term debt

$

3,402

$

3,358

Other current liabilities

900,180

828,646

Total current liabilities

903,582

832,004

Long-term debt, net of current maturities

2,583,888

2,164,587

Deferred income taxes

164,584

107,186

Other long-term liabilities

548,588

550,124

Total liabilities

4,200,642

3,653,901

Redeemable noncontrolling interests

536,654

467,358

Shareholders' equity

4,854,917

4,379,175

Total liabilities and equity

$

9,592,213

$

8,500,434

HEICO CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)

Six Months Ended April 30,

2026

2025

Operating Activities:

Net income from consolidated operations

$

455,087

$

352,089

Depreciation and amortization

107,642

95,102

Share-based compensation expense

22,517

10,671

Deferred income tax provision (benefit)

11,801

(17,940

)

Employer contributions to HEICO Savings and Investment Plan

10,474

8,500

Increase in accrued contingent consideration, net

4,502

6,766

Payment of contingent consideration

-

(2,190

)

Increase in accounts receivable

(65,133

)

(40,361

)

Increase in contract assets

(6,300

)

(12,319

)

Increase in inventories

(40,463

)

(46,134

)

(Decrease) increase in current liabilities, net

(38,223

)

526

Other

8,666

53,019

Net cash provided by operating activities

470,570

407,729

Investing Activities:

Acquisitions, net of cash acquired

(821,269

)

(286,161

)

Capital expenditures

(31,546

)

(33,299

)

Investments related to HEICO Leadership Compensation Plan

(16,800

)

(17,700

)

Proceeds from corporate-owned life insurance policy withdrawals

22,654

-

Other

(3,995

)

(2,599

)

Net cash used in investing activities

(850,956

)

(339,759

)

Financing Activities:

Borrowings on revolving credit facility, net

420,000

50,000

Cash dividends paid

(16,724

)

(15,272

)

Distributions to noncontrolling interests

(16,364

)

(17,563

)

Acquisitions of noncontrolling interests

(12,414

)

(4,205

)

Redemptions of common stock related to stock option exercises

(4,813

)

(1,415

)

Payment of contingent consideration

-

(5,954

)

Proceeds from stock option exercises

3,843

5,786

Other

(1,642

)

(2,114

)

Net cash provided by financing activities

371,886

9,263

Effect of exchange rate changes on cash

1,054

2,973

Net (decrease) increase in cash and cash equivalents

(7,446

)

80,206

Cash and cash equivalents at beginning of year

217,781

162,103

Cash and cash equivalents at end of period

$

210,335

$

242,309

HEICO CORPORATION
Non-GAAP Financial Measures (Unaudited)
(in thousands, except ratios)

Three Months Ended April 30,

EBITDA Calculation

2026

2025

Net income attributable to HEICO

$

233,801

$

156,793

Plus: Depreciation and amortization

56,634

48,877

Plus: Net income attributable to noncontrolling interests

16,529

13,730

Plus: Interest expense

34,161

32,865

Plus: Income tax expense

67,200

45,400

EBITDA (a)

$

408,325

$

297,665

Six Months Ended April 30,

EBITDA Calculation

2026

2025

Net income attributable to HEICO

$

423,989

$

324,748

Plus: Depreciation and amortization

107,642

95,102

Plus: Net income attributable to noncontrolling interests

31,098

27,341

Plus: Interest expense

63,647

65,323

Plus: Income tax expense

93,900

59,100

EBITDA (a)

$

720,276

$

571,614

Trailing Twelve Months Ended

EBITDA Calculation

April 30, 2026

October 31, 2025

Net income attributable to HEICO

$

789,626

$

690,385

Plus: Depreciation and amortization

208,616

196,076

Plus: Net income attributable to noncontrolling interests

58,926

55,169

Plus: Interest expense

128,201

129,877

Plus: Income tax expense

182,800

148,000

EBITDA (a)

$

1,368,169

$

1,219,507

Net Debt Calculation

April 30, 2026

October 31, 2025

Total debt

$

2,587,290

$

2,167,945

Less: Cash and cash equivalents

(210,335

)

(217,781

)

Net debt (a)

$

2,376,955

$

1,950,164

Total debt

$

2,587,290

$

2,167,945

Net income attributable to HEICO (trailing twelve months)

$

789,626

$

690,385

Total debt to net income attributable to HEICO ratio

3.28

3.14

Net debt

$

2,376,955

$

1,950,164

EBITDA (trailing twelve months)

$

1,368,169

$

1,219,507

Net debt to EBITDA ratio (a)

1.74

1.60

(a) See the "Non-GAAP Financial Measures" section of this press release.

Contact:

Victor H. Mendelson (305) 374-1745 ext. 7590
Carlos L. Macau, Jr. (954) 987-4000 ext. 7570

SOURCE: HEICO Corporation
2026-06-12 19:18 1mo ago
2026-05-27 18:31 2mo ago
Heico Corporation (HEI) Surpasses Q2 Earnings and Revenue Estimates
HEI-A HEICO
FMP Stock News
Original source text
Heico Corporation (HEI - Free Report) came out with quarterly earnings of $1.66 per share, beating the Zacks Consensus Estimate of $1.33 per share. This compares to earnings of $1.12 per share a year ago. These figures are adjusted for non-recurring items.

This quarterly report represents an earnings surprise of +24.64%. A quarter ago, it was expected that this company would post earnings of $1.26 per share when it actually produced earnings of $1.35, delivering a surprise of +7.14%.

Over the last four quarters, the company has surpassed consensus EPS estimates four times.

Heico, which belongs to the Zacks Aerospace - Defense Equipment industry, posted revenues of $1.38 billion for the quarter ended April 2026, surpassing the Zacks Consensus Estimate by 10.65%. This compares to year-ago revenues of $1.1 billion. The company has topped consensus revenue estimates four times over the last four quarters.

The sustainability of the stock's immediate price movement based on the recently-released numbers and future earnings expectations will mostly depend on management's commentary on the earnings call.

Heico shares have lost about 4.6% since the beginning of the year versus the S&P 500's gain of 9.8%.

What's Next for Heico?While Heico has underperformed the market so far this year, the question that comes to investors' minds is: what's next for the stock?

There are no easy answers to this key question, but one reliable measure that can help investors address this is the company's earnings outlook. Not only does this include current consensus earnings expectations for the coming quarter(s), but also how these expectations have changed lately.

Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions. Investors can track such revisions by themselves or rely on a tried-and-tested rating tool like the Zacks Rank, which has an impressive track record of harnessing the power of earnings estimate revisions.

Ahead of this earnings release, the estimate revisions trend for Heico was unfavorable. While the magnitude and direction of estimate revisions could change following the company's just-released earnings report, the current status translates into a Zacks Rank #4 (Sell) for the stock. So, the shares are expected to underperform the market in the near future. You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.

It will be interesting to see how estimates for the coming quarters and the current fiscal year change in the days ahead. The current consensus EPS estimate is $1.43 on $1.29 billion in revenues for the coming quarter and $5.56 on $5.07 billion in revenues for the current fiscal year.

Investors should be mindful of the fact that the outlook for the industry can have a material impact on the performance of the stock as well. In terms of the Zacks Industry Rank, Aerospace - Defense Equipment is currently in the top 29% of the 250 plus Zacks industries. Our research shows that the top 50% of the Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1.

One other stock from the same industry, AeroVironment (AVAV - Free Report) , is yet to report results for the quarter ended April 2026.

This maker of unmanned aircrafts is expected to post quarterly earnings of $1.53 per share in its upcoming report, which represents a year-over-year change of -5%. The consensus EPS estimate for the quarter has remained unchanged over the last 30 days.

AeroVironment's revenues are expected to be $566.61 million, up 106% from the year-ago quarter.
2026-06-12 19:18 1mo ago
2026-05-27 19:01 2mo ago
Here's What Key Metrics Tell Us About Heico (HEI) Q2 Earnings
HEI-A HEICO
FMP Stock News
Original source text
For the quarter ended April 2026, Heico Corporation (HEI - Free Report) reported revenue of $1.38 billion, up 25.3% over the same period last year. EPS came in at $1.66, compared to $1.12 in the year-ago quarter.

The reported revenue compares to the Zacks Consensus Estimate of $1.24 billion, representing a surprise of +10.65%. The company delivered an EPS surprise of +24.64%, with the consensus EPS estimate being $1.33.

While investors closely watch year-over-year changes in headline numbers -- revenue and earnings -- and how they compare to Wall Street expectations to determine their next course of action, some key metrics always provide a better insight into a company's underlying performance.

Since these metrics play a crucial role in driving the top- and bottom-line numbers, comparing them with the year-ago numbers and what analysts estimated about them helps investors better project a stock's price performance.

Here is how Heico performed in the just reported quarter in terms of the metrics most widely monitored and projected by Wall Street analysts:

Net Sales- Electronic Technologies Group (ETG): $459.53 million versus $378.06 million estimated by two analysts on average. Compared to the year-ago quarter, this number represents a +34.3% change.Net Sales- Intersegment sales: $-13.25 million versus the two-analyst average estimate of $-12.25 million. The reported number represents a year-over-year change of +16%.Net Sales- Flight Support Group (FSG): $929.43 million compared to the $872.26 million average estimate based on two analysts. The reported number represents a change of +21.2% year over year.View all Key Company Metrics for Heico here>>>

Shares of Heico have returned +17.1% over the past month versus the Zacks S&P 500 composite's +5.1% change. The stock currently has a Zacks Rank #4 (Sell), indicating that it could underperform the broader market in the near term.
2026-06-12 19:18 1mo ago
2026-05-28 13:08 2mo ago
Heico Q2 Earnings Call Highlights
HEI-A HEICO
FMP Stock News
Original source text
3 Crucial Aerospace Component Makers That Analysts LoveHeico NYSE: HEI reported record fiscal second-quarter 2026 results, with management citing strong demand across commercial aviation, defense and space, as well as contributions from recent acquisitions.

Co-Chairman and Co-Chief Executive Officer Victor Mendelson said the company is “firing on all engines,” pointing to record or near-record orders in most of its largest markets. He said commercial aviation demand remains strong, defense spending is benefiting from efforts by the U.S. and allied nations to replenish stocks, and space activity continues to expand across both traditional and newer programs.

Get Heico alerts:

End the Year Strong With These 3 Comeback ChampionsFor the quarter, Heico said consolidated net income rose 49% to a record $233.8 million, or $1.66 per diluted share, compared with $156.8 million, or $1.12 per diluted share, in the same period a year earlier. Victor Mendelson said consolidated operating income and net sales also reached records, increasing 41% and 25%, respectively, from the prior-year quarter.

Operating cash flow increased 43% to $292 million from $204.7 million a year earlier. Consolidated EBITDA rose 37% to $408.3 million from $297.7 million. The company’s net debt-to-EBITDA ratio was 1.74 times as of April 30, 2026, compared with 1.6 times as of Oct. 31, 2025, an increase management attributed to four acquisitions completed so far in fiscal 2026.

Flight Support Group Posts Record Sales and Margin Expansion Buffett's Latest Portfolio Moves, and Another Secret StockCo-Chairman and Co-Chief Executive Officer Eric Mendelson said the Flight Support Group’s net sales increased 21% to a record $929.4 million, up from $767.1 million in the prior-year quarter. Organic growth was 19%, with double-digit increases across all product lines.

Flight Support Group operating income rose 31% to a record $243.1 million, compared with $185 million a year earlier. Operating margin improved to 26.2% from 24.1%, reflecting higher sales volume, SG&A efficiencies and a more favorable product mix in aftermarket replacement parts.

Eric Mendelson said the group also benefited from some defense-related sales that were pulled forward at a customer’s request from later in the fiscal year. The pull-forward improved second-quarter operating margin by about 60 basis points and represented roughly $15 million to $20 million in sales, he later told analysts.

In response to a question from CJS Securities’ Larry Solow, Eric Mendelson said organic growth in the segment was about 22% in parts, 21% in specialty products and 10% in component repair. He said the repair business remained constrained by supply chain issues, adding that some assemblies cannot be completed if a single supplier part is unavailable.

Carlos Macau, Heico’s executive vice president and chief financial officer, said the company is also seeing more DER and PMA-friendly repairs following the Wencor acquisition, which can reduce reported revenue on certain repairs while improving profitability by using Heico parts instead of higher-priced OEM parts.

Electronic Technologies Group Also Sets Records The Electronic Technologies Group generated record net sales of $459.5 million, up 34% from $342.2 million a year earlier. Organic growth was 17%, driven by increased demand for other electronics, defense, aerospace and space products, as well as contributions from acquisitions.

Operating income for the group increased 56% to a record $121.8 million from $77.9 million. Operating margin rose to 26.5% from 22.8%. Eric Mendelson said the group’s operating margin before acquisition-related intangibles amortization was 30.6%, with amortization reducing margin by about 410 basis points.

Management cautioned that the segment’s margins can be volatile because of shipping mix. Victor Mendelson said Heico continues to expect Electronic Technologies Group GAAP operating margins of 22% to 24% for fiscal 2026 based on the current portfolio.

Macau said all of the group’s verticals had double-digit organic growth in the quarter, which helped margins. He said that if the high growth continues, the segment could be toward the high end of the previously provided margin range, while emphasizing that management did not want to overpromise.

Defense, Space and Aftermarket Demand Remain Key Themes Management described defense demand as broad-based. Macau said defense remained “just a tick under 30%” of consolidated sales and has been consistent, though he added the rest of the business is also keeping pace. Eric Mendelson said conversations about additional defense business remain strong, and Heico is positioned to serve both legacy programs and newer defense technology markets, including unmanned systems.

On space, Victor Mendelson said both defense and commercial space orders are strong, although the market has historically been somewhat volatile. He said backlogs and order flow remain supportive, referring to record backlogs and record orders.

Heico also noted that three subsidiaries — 3D PLUS, Exxelia and VPT — supplied mission-critical electronic components for NASA’s Artemis II mission.

In commercial aerospace aftermarket, Eric Mendelson pushed back on concerns about a “peak aftermarket” for Heico. He said those concerns are more relevant to parts trading businesses than to Heico, which focuses on proprietary parts, proprietary repairs, distribution and specialty manufacturing. He said customers are “clamoring for more parts” and that new-generation equipment is more expensive and available in greater quantities, creating opportunities for Heico’s product development efforts.

Asked about the impact of higher fuel prices and the conflict involving Iran, Eric Mendelson said the company has seen some lower Middle East demand, but that the region is a relatively small portion of sales and the weakness has been offset elsewhere. He said customers have approached Heico about PMA parts and new product development ideas.

Acquisitions and Outlook Heico completed two acquisitions in April. The Flight Support Group acquired 80% of Sherwood Avionics and Accessories, an FAA and EASA Part 145 repair station focused on complex mechanical and electromechanical components for defense and select commercial aviation platforms. The Electronic Technologies Group acquired 90% of Southwest Antennas, a designer and manufacturer of rugged, mission-critical antennas primarily for ground-based defense and law enforcement applications.

Victor Mendelson said both acquisitions are expected to be accretive to earnings within the year following purchase. He also said Heico has a “healthy pipeline” of potential acquisition opportunities across both operating segments and will remain disciplined.

For the remainder of fiscal 2026, management said it expects increased sales in both the Flight Support Group and Electronic Technologies Group, supported by underlying product demand and recent acquisitions. Macau said the Flight Support Group’s margin potential is now likely in a 24% to 26% range, depending on mix in any given quarter.

Management also said Heico is introducing roughly 500 PMA parts annually, with the ability to do more, while weighing the number of new parts against the potential value of each product opportunity.

About Heico NYSE: HEIHEICO Corporation is an aerospace, defense and electronics company that designs, manufactures, and sells a range of products and provides repair and aftermarket services. Headquartered in Hollywood, Florida, HEICO supplies replacement components, repair services and engineered systems for commercial and business aviation, military and space markets as well as for selected industrial and medical customers. The company's offerings are focused on sustaining and improving the reliability and availability of complex equipment across its end markets.

HEICO operates through two principal business areas.

This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to [email protected].

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2026-06-12 19:18 1mo ago
2026-05-28 14:01 2mo ago
Here's Why Heico Shares Soared Today
HEI-A HEICO
FMP Stock News
Original source text
Heico (HEI 2.13%) (HEIA +0.00%) shocked the market with its second-quarter earnings report, and investors wasted no time in sending the stock higher by 10.7% at 1 p.m. today.

Heico shocks the market Wall Street analyst upgrades and downgrades are usually a good way to gauge sentiment over a stock. In this case, Jefferies lowered its price target (but maintained its buy rating) from $400 to $375 in anticipation of the earnings report.

The earnings report came in and blew away Wall Street expectations in both the Flight Support Group (FSG) and the Electronic Technologies Group (ETG). Jefferies responded by hiking its price target to $410.

Today's Change

(

-2.13

%) $

-7.21

Current Price

$

332.01

Skepticism ahead of the report was understandable, as a combination of soaring jet fuel prices, route closures in the Middle East, and airlines cutting capacity has led companies to lower estimates of flight departures. For example, GE Aerospace lowered its expectations for flight departures in 2026 to flat to low-single-digit growth from a previous estimate of mid-single-digit growth.

Lower flight departures are an issue for Heico's FSG because it provides Federal Aviation Administration (FAA) approved aftermarket replacement parts, and fewer flight departures usually mean less aftermarket demand.

However, Heico reported no weakness in its end markets, with FSG sales coming in at $929 million, above the pre-earnings consensus of $864 million, and ETG sales at $460 million, above the pre-earnings consensus of $396 million. All consensus figures courtesy of S&P Global Market Intelligence.

Image source: Getty Images.

Where next for Heico Discussing the outlook for commercial aerospace on the earnings call, CEO Victor Mendelson took the view that "while short-term shocks like the current just war might create short-term disruption in the inexorable upward trend, the short-term disruptions are, by definition, always brief," and, "Fuel prices eventually settle back. spurring even more growth."

The latter view is supported by GE Aerospace's management, which believes above-average growth will follow a temporary slowdown, and by Delta Air Lines, which confirmed that end-demand remains strong even as it cuts capacity amid higher jet fuel costs.

It's hard not to think Heico will get hit if the conflict persists, but right now, its business is firing on all cylinders.

Lee Samaha has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends GE Aerospace and Heico. The Motley Fool recommends Delta Air Lines. The Motley Fool has a disclosure policy.