The board of directors (the “Two Harbors Board”) of Two Harbors Investment Corp., a Maryland corporation (“Two Harbors”), and the board of directors (the “UWMC Board”) of UWM Holdings Corporation, a Delaware corporation (“UWMC”), each have approved an Agreement and Plan of Merger, dated as of December 17, 2025 (the “Merger Agreement”), by and among Two Harbors, UWM Acquisitions 1, LLC (“Merger Sub”) and UWMC, pursuant to which Two Harbors will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity (the “Merger”). As a result of the Merger, the surviving entity will become an indirect, wholly owned subsidiary of UWMC. The closing of the Merger will occur as promptly as practicable following satisfaction of all closing conditions set forth in the Merger Agreement, and either Two Harbors or UWMC may terminate the Merger Agreement if closing has not occurred by December 17, 2026, subject to an extension under certain circumstances.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 per share, of Two Harbors (“TWO Common Stock”) will be converted into the right to receive 2.3328 shares of Class A common stock, par value $0.0001 per share, of UWMC (“UWMC Class A Common Stock”). Based on the number of shares of TWO Common Stock outstanding on February 10, 2026, the record date for the Two Harbors special meeting, we expect approximately 245,044,748 shares of UWMC Class A Common Stock will be issued in connection with the Merger.

In addition (a) each share of 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Two Harbors (the “TWO Series A Preferred Stock”) will be converted into the right to receive one share of 8.125% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of UWMC (the “UWMC Series A Preferred Stock”), (b) each share of 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Two Harbors (the “TWO Series B Preferred Stock”) will be converted into the right to receive one share of 7.625% Series B Cumulative Redeemable Preferred Stock, par value $0.0001 per share of UWMC (the “UWMC Series B Preferred Stock”), and (c) each share of 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock par value, $0.01 per share of Two Harbors (the “TWO Series C Preferred Stock”) will be converted into the right to receive one share of 7.25% Series C Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of UWMC (“UWMC Series C Preferred Stock”).

Two Harbors will hold a special meeting of its common stockholders. Two Harbors’ special meeting will be held virtually on March 16, 2026 at 10:00 a.m., Eastern Time. Stockholders of Two Harbors will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/TWO2026SM. The preferred stockholders of Two Harbors are not entitled to vote on any of the matters to be considered and voted upon at the Two Harbors special meeting but are entitled to notice of the Two Harbors special meeting.

At the Two Harbors special meeting, the Two Harbors common stockholders will be asked to (i) consider and vote on a proposal to approve the Merger (the “Merger Proposal”), (ii) consider and vote on a non-binding advisory proposal to approve the compensation that may be paid or become payable to Two Harbors’ named executive officers that is based on or otherwise relates to the Merger (the “Non-Binding Compensation Advisory Proposal”), and (iii) approve the adjournment of the Two Harbors special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal (the “Adjournment Proposal”). The Two Harbors Board, at a meeting duly called and held, unanimously (i) determined and declared that the Merger Agreement and the transactions contemplated therein, including the Merger, are advisable and in the best interests of the Two Harbors common stockholders; (ii) duly authorized and approved the execution, delivery and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (iii) directed that approval of the Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the Two Harbors common stockholders at the Two Harbors special meeting; and (iv) resolved to recommend that the Two Harbors common stockholders approve the Merger and the other transactions contemplated by the Merger Agreement.

The Two Harbors Board unanimously recommends that the Two Harbors common stockholders vote “FOR” the Merger Proposal, “FOR” the Non-Binding Compensation Advisory Proposal and “FOR” the Adjournment Proposal. Only those matters included in the Notice of Meeting may be considered and voted upon at the Two Harbors special meeting.

This proxy statement/prospectus provides detailed information about the special meeting of Two Harbors, the Merger Agreement, the Merger and other related matters. A copy of the Merger Agreement is included as Annex A to this proxy statement/prospectus. We encourage you to read this proxy statement/prospectus, the Merger Agreement and the other annexes to this proxy statement/prospectus carefully and in their entirety. In particular, you should carefully consider the discussion in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 19. You may also obtain more information about each company from the documents they file with the Securities and Exchange Commission (the “SEC”).

Whether or not you plan to attend the Two Harbors special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope or authorize a proxy to vote your shares through the Internet or by telephone. You may also authorize a proxy to vote your shares over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you authorize a proxy to vote your shares through the Internet or by telephone, you will be asked to provide the company number and control number from the enclosed proxy card. If you attend the Two Harbors special meeting and vote your shares of TWO Common Stock via the Two Harbors special meeting website, your vote will revoke any proxy previously submitted.

Your vote is very important, regardless of the number of shares of stock you own. Whether or not you plan to attend the Two Harbors special meeting, please authorize a proxy to vote your shares of stock as promptly as possible to make sure that your shares of stock are represented at the Two Harbors special meeting. Please note that the failure to vote, or authorize a proxy to vote, your shares of stock of Two Harbors is the equivalent of a vote against the Merger Proposal.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the securities to be issued in connection with the Merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated February 9, 2026, and is first being mailed to the stockholders of Two Harbors on or about February 12, 2026.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Two Harbors Investment Corp., a Maryland corporation (“Two Harbors”), will be held virtually on March 16, 2026 at 10:00 a.m., Eastern Time. The Two Harbors common stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/TWO2026SM for the following purposes:

Two Harbors will transact no other business at the Two Harbors special meeting or any adjournment or postponement thereof. Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the Two Harbors special meeting. The board of directors of Two Harbors (the “Two Harbors Board”) has fixed the close of business on February 10, 2026 as the record date for the determination of Two Harbors common stockholders entitled to notice of, and to vote at, the Two Harbors special meeting or any adjournments or postponements thereof. Accordingly, only Two Harbors common stockholders at the close of business on that date are entitled to notice of, and to vote at, the Two Harbors special meeting and any adjournments or postponements thereof.

The Two Harbors Board has unanimously (i) determined and declared that the Merger Agreement and the transactions contemplated therein, including the Merger, are advisable and in the best interests of the Two Harbors common stockholders; (ii) duly authorized and approved the execution, delivery and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (iii) directed that approval of the Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the Two Harbors common stockholders at the Two Harbors special meeting; and (iv) resolved to recommend that the Two Harbors common stockholders approve the Merger and the other transactions contemplated by the Merger Agreement. The Two Harbors Board unanimously recommends that the Two Harbors common stockholders vote “FOR” the Merger Proposal, “FOR” the Non-Binding Compensation Advisory Proposal and “FOR” the Adjournment Proposal.

Your vote is very important, regardless of the number of shares of TWO Common Stock you own. Whether or not you plan to attend the Two Harbors special meeting, please authorize a proxy to vote your shares as promptly as possible

to make sure that your shares are represented at the Two Harbors special meeting. Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Merger Proposal, “FOR” the Non-Binding Compensation Advisory Proposal and “FOR” the Adjournment Proposal. Even if you plan to attend the Two Harbors special meeting, we urge you to authorize a proxy as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card or (3) completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope prior to the Two Harbors special meeting to ensure that your shares will be represented and voted at the Two Harbors special meeting. If you hold your shares of TWO Common Stock in “street name,” which means through a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such record holder.

Please note that if you hold shares of stock in different accounts, it is important that you vote or authorize a proxy to vote the shares of stock represented by each account. If you attend the Two Harbors special meeting, you may revoke your proxy and vote your shares of TWO Common Stock via the Two Harbors special meeting website, even if you have previously returned your proxy card or authorized a proxy to vote your shares through the Internet or by telephone. If your shares of TWO Common Stock are held by a bank, broker or other nominee, and you plan to attend the Two Harbors special meeting and vote via the Two Harbors special meeting website, you will need to obtain a control number from your broker, bank, trustee or other nominee holder of record giving you the right to vote the shares of TWO Common Stock at the Two Harbors special meeting. Please carefully review the instructions in the enclosed proxy statement/prospectus and the enclosed proxy card or the information forwarded by your bank, broker or other nominee regarding each of these options.

This notice and the enclosed proxy statement/prospectus are first being mailed to Two Harbors stockholders on or about February 12, 2026.

This proxy statement/prospectus incorporates important business and financial information about UWMC and Two Harbors from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your request. To obtain timely delivery, you must request the information no later than five business days before the date of the Two Harbors special meeting. You can obtain the documents incorporated by reference into this proxy statement/prospectus by requesting them from UWMC’s or Two Harbors’ investor relations departments:

Investors may also consult UWMC’s or Two Harbors’ websites for more information concerning the Merger and other related transactions described in this proxy statement/prospectus. UWMC’s website is www.investors.uwm.com. Two Harbors’ website is www.twoinv.com. Each of UWMC’s and Two Harbors’ public filings are available at www.sec.gov. The information contained on each of UWMC’s or Two Harbors’ websites are not part of this proxy statement/prospectus and are not incorporated herein by reference. The references to UWMC’s and Two Harbors’ websites are intended to be inactive textual references only.

If you would like to request any documents that are incorporated by reference into this proxy statement/prospectus, please do so by March 9, 2026 in order to receive them before the Two Harbors special meeting.

For more information, see “Where You Can Find More Information and Incorporation by Reference” beginning on page 126.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration Statement No. 333-293106) filed by UWMC with the SEC, constitutes a prospectus of UWMC for purposes of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (i) the shares of UWMC Class A Common Stock to be issued to Two Harbors common stockholders in exchange for shares of TWO Common Stock, (ii) the shares of UWMC Series A Preferred Stock in exchange for shares of TWO Series A Preferred Stock, (iii) the shares of UWMC Series B Preferred Stock in exchange for shares of TWO Series B Preferred Stock, and (iv) the shares of UWMC Series C Preferred Stock in exchange for shares of TWO Series C Preferred Stock, in each case, pursuant to the Merger Agreement, as such agreement may be amended or modified from time to time. This proxy statement/prospectus also constitutes a proxy statement for Two Harbors for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, it constitutes a notice of special meeting with respect to the Two Harbors special meeting.

You should rely only on the information contained or incorporated by reference in this proxy statement/ prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated February 9, 2026, and you should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date (or, in the case of documents incorporated by reference, their respective dates). Neither the mailing of this proxy statement/prospectus to Two Harbors common stockholders nor the UWMC Stock Issuance in the Merger pursuant to the Merger Agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or to any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding UWMC has been provided by UWMC and information contained in this proxy statement/prospectus regarding Two Harbors has been provided by Two Harbors.

Unless stated otherwise, all references in this proxy statement/prospectus to:

The following questions and answers are intended to address certain commonly asked questions regarding the Merger Agreement, the Merger and the Two Harbors special meeting. These questions and answers do not address all questions that may be important to you as a stockholder of Two Harbors. Please refer to the “Summary” beginning on page 10 and the more detailed information contained elsewhere in this proxy statement/prospectus and the annexes to this proxy statement/prospectus, which you should read carefully.

In addition to other information included elsewhere in this proxy statement/prospectus and in the annexes to this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 28, you should carefully consider the following risk factors in deciding whether to vote for the Merger Proposal. In addition, you should read and consider the risks associated with the businesses of each of UWMC and Two Harbors. These risks can be found in the Annual Report on Form 10-K for the year ended December 31, 2024 of Two Harbors and the Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 of UWMC, which reports are incorporated by reference into this proxy statement/prospectus, including particularly the section titled “Risk Factors”. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. Please also see “Where You Can Find More Information and Incorporation by Reference” on page 126.

In connection with the Merger, each share of TWO Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of newly issued shares of UWMC Class A Common Stock equal to the Exchange Ratio and cash payable in lieu of fractional shares. Accordingly, the market value of the Common Merger Consideration that you will receive will vary based on the price of UWMC Class A Common Stock at the time you receive the Common Merger Consideration. The market price of UWMC Class A Common Stock may decline after the date of this proxy statement/prospectus, after the Closing and/or after you exchange your shares.

A decline in the market price of UWMC Class A Common Stock could result from a variety of factors beyond UWMC’s control, including, among other things, the possibility that UWMC may not achieve the expected benefits of the acquisition of Two Harbors as rapidly or to the extent anticipated, the possibility that Two Harbors’ business may not perform as anticipated following the Closing, the effect of UWMC’s acquisition of Two Harbors on UWMC’s financial results may not meet the expectations of UWMC, financial analysts or investors, or the addition and integration of Two Harbors’ business may be unsuccessful, or may take longer or be more disruptive than anticipated, as well as numerous factors affecting UWMC and its businesses that are unrelated to Two Harbors.

If the Merger is completed, there will be a lapse of time between each of the date of this proxy statement/prospectus, the date on which Two Harbors stockholders vote to approve the Merger Proposal at the Two Harbors special meeting, and the date on which Two Harbors common stockholders entitled to receive the Common Merger Consideration actually receive the Common Merger Consideration. The market value of shares of UWMC Class A Common Stock may decline during and after these periods as a result of a variety of factors, and consequently, at the time Two Harbors common stockholders must decide whether to approve the Merger Proposal, they will not know the actual market value of any merger consideration they will receive when the Merger is completed. The actual value of the Common Merger Consideration received by Two Harbors stockholders at the completion of the Merger will depend on the market value of the shares of UWMC Class A Common Stock at that time.

The completion of the Merger is subject to the satisfaction or waiver of a number of conditions. In addition, under circumstances specified in the Merger Agreement, UWMC or Two Harbors may terminate the Merger Agreement. In particular, completion of the Merger requires the approval of the Merger Proposal by the Two Harbors common stockholders and receipt of certain regulatory approvals. There can be no assurance that the conditions to Closing will be satisfied in a timely manner or at all, or that an effect, event, circumstance, occurrence, development or change will not transpire that could delay or prevent these conditions from being satisfied. Accordingly, UWMC and Two Harbors cannot provide any assurances with respect to the timing of the Closing, whether the Merger will be completed at all and when the Two Harbors common stockholders would receive the consideration for the Merger, if at all.

Completion of the Merger is subject to the satisfaction or waiver of a number of conditions, including approval by the Two Harbors common stockholders of the Merger Proposal and receipt of certain regulatory approvals. UWMC and Two Harbors cannot guarantee when or if these conditions will be satisfied or that the Merger will be successfully completed. The consummation of the Merger may be delayed, the Merger may be consummated on terms different than those contemplated by the Merger Agreement, or the Merger may not be consummated at all. If the Merger is not completed, or is completed on different terms than as contemplated by the Merger Agreement, UWMC and Two Harbors could be adversely affected and subject to a variety of risks associated with the failure to consummate the Merger, or to consummate the Merger as contemplated by the Merger Agreement, including the following:

Any delay in the consummation of the Merger or any uncertainty about the consummation of the Merger on terms other than those contemplated by the Merger Agreement, or if the Merger is not completed, could materially adversely affect the business, financial results and stock price of UWMC and Two Harbors.

The Merger Agreement contains provisions that, subject to limited exceptions, restrict the ability of Two Harbors to solicit, initiate, knowingly encourage or facilitate any competing proposal. With respect to any written, bona fide competing proposal received by Two Harbors, UWMC generally has an opportunity to offer to modify the terms of the Merger Agreement in response to such proposal before the Two Harbors Board. In the event the Two Harbors Board withdraws or modifies its recommendation to Two Harbors common stockholders, UWMC may terminate the Merger Agreement, in which case Two Harbors may be required to pay to UWMC a termination fee of $25.4 million. Similarly, the termination fee may be payable in certain circumstances if the Merger Agreement is terminated because of a failure to obtain Two Harbors common stockholder approval following the public announcement of a competing acquisition proposal together with the consummation by Two Harbors of a competing acquisition proposal. See “The Merger Agreement—Competing Proposals” beginning on page 78, “The Merger Agreement—Termination of the Merger Agreement” beginning on page 85 and “The Merger Agreement—Termination Fee” beginning on page 86.

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Two Harbors from considering or proposing a competing acquisition, even if the potential competing acquirer was prepared to pay consideration with a higher per share value than the value proposed to be received or realized in the Merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the Merger Agreement.

In connection with the pending Merger, some of the parties with whom UWMC or Two Harbors does business may delay or defer decisions, which could negatively impact UWMC’s or Two Harbors’ revenues, earnings, cash flows and expenses, regardless of whether the Merger is completed. In addition, under the Merger Agreement, UWMC and Two Harbors are each subject to certain restrictions on the conduct of its respective business prior to completing the

Merger. These restrictions may prevent UWMC or Two Harbors from pursuing certain strategic transactions, acquiring and disposing assets, undertaking certain capital projects, undertaking certain financing transactions and otherwise pursuing other actions that are not in the ordinary course of business, even if such actions could prove beneficial. These restrictions may impede UWMC’s or Two Harbors’ growth which could negatively impact its respective revenue, earnings and cash flows. Additionally, the pendency of the Merger may make it more difficult for UWMC or Two Harbors to effectively retain and incentivize key personnel.

The Merger cannot be completed unless Two Harbors common stockholders approve the Merger Proposal by the affirmative vote of the holders of at least a majority of all outstanding shares of TWO Common Stock entitled to vote on the Merger Proposal. If stockholder approval is not obtained from Two Harbors common stockholders, the Merger and related transactions cannot be completed.

UWMC stockholders currently have the right to vote in the election of the UWMC Board and on other matters affecting UWMC. Two Harbors common stockholders currently have the right to vote in the election of the Two Harbors Board and on other matters affecting Two Harbors. Immediately after the Merger is completed, it is expected that current UWMC stockholders will own approximately 87% of the UWMC Common Stock on a fully diluted basis (including the approximately 72% of the UWMC Common Stock held by SFS Holdings Corp.) following the transaction, and current Two Harbors common stockholders will own approximately 13% of the common stock outstanding of UWMC following the transaction. SFS Holdings Corp. holds all of the issued and outstanding UWMC Class D Common Stock, which has ten votes per share, and as a result, will continue to control approximately 79% of the combined voting power of the UWMC Common Stock. As long as SFS Holdings Corp. owns at least 10% of the outstanding UWMC Common Stock, SFS Holdings Corp. will have the ability to determine all corporate actions requiring stockholder approval, including the election and removal of directors and the size of the UWMC Board, any amendment to the UWMC Charter or UWMC Bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of UWMC assets. Consequently, Two Harbors common stockholders, as a general matter, will have less influence over UWMC’s management and policies after the Effective Time than they currently exercise over the management and policies Two Harbors.

Upon completion of the Merger, Two Harbors common stockholders will no longer be stockholders of Two Harbors but will instead become stockholders of UWMC, and their rights as holders of UWMC Class A Common Stock will be governed by the terms of the UWMC Charter and the UWMC Bylaws and Delaware law. The terms of the UWMC Charter and the UWMC Bylaws are in some respects materially different than the terms of the Two Harbors Charter and the Two Harbors Bylaws, which currently govern the rights of Two Harbors stockholders. See the section titled “Comparison of Rights of UWMC Common Stockholders and Two Harbors Common Stockholders” beginning on page 122 for a discussion of the different rights associated with shares of TWO Common Stock and shares of UWMC Common Stock.

Either UWMC or Two Harbors may terminate the Merger Agreement under certain circumstances, including if the Merger has not been consummated by December 17, 2026, subject to an extension under certain circumstances. However, this termination right will not be available to a party if that party failed to fulfill its obligations under the Merger Agreement and that failure was the cause of, or resulted in, the failure to timely consummate the Merger.

Two Harbors has received an opinion from Houlihan Lokey in connection with the signing of the Merger Agreement, but has not obtained any updated opinion from Houlihan Lokey as of the date of this proxy statement/prospectus. Changes in the operations and prospects of UWMC or Two Harbors, general market and

economic conditions and other factors that may be beyond the control of UWMC and Two Harbors, and on which the opinion of Houlihan Lokey was based, may significantly alter the value of UWMC and Two Harbors or the prices of the shares of UWMC Class A Common Stock or TWO Common Stock by the time the Merger is completed. The opinion does not express any view as to what the actual value of UWMC Class A Common Stock will be when issued pursuant to the Merger. Because Two Harbors does not currently anticipate asking Houlihan Lokey to update its opinion, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed. The Two Harbors Board’s recommendation that Two Harbors common stockholders vote “FOR” approval of the Merger Proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that Two Harbors received from Houlihan Lokey see the section titled “The Merger – Opinion of Two Harbors’ Financial Advisor, Houlihan Lokey Capital, Inc.” beginning on page 53. A copy of the opinion of Houlihan Lokey is attached as Annex B to this proxy statement/prospectus.

This proxy statement/prospectus includes certain financial forecasts considered by UWMC and Two Harbors in the evaluation of the merger. None of the financial forecasts prepared by UWMC or Two Harbors were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants or any other regulatory or professional body for the preparation and presentation of financial forecasts. These forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of UWMC and Two Harbors. Important factors that may affect the actual results of UWMC and Two Harbors and cause the internal financial forecasts to not be achieved include risks and uncertainties relating to UWMC’s and Two Harbors’ businesses, industry performance, the regulatory environment, general business and economic conditions and other factors referred to under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” In view of these uncertainties, the inclusion of financial forecasts in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

In addition, the financial forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for UWMC’s and Two Harbors’ businesses, changes in general business or economic conditions of any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. Further, any forward-looking statement speaks only as of the date on which it is made, and neither UWMC nor Two Harbors undertake any obligation, other than as required by applicable law, to update the financial estimates to reflect events or circumstances after the dates as of which the financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. In addition, since such financial forecasts cover multiple years, and the underlying information by its nature becomes less predictive with each successive year, there can be no assurance that UWMC’s, Two Harbors’ or the combined company’s financial condition, results of operations or cash flows will be consistent with those set forth in such forecasts.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the Maryland General Corporation Law, stockholders generally do not have appraisal rights if the shares of stock they hold are listed on a national securities exchange, and stockholders do not have appraisal rights if the charter provides that the holders of the stock are not entitled to exercise appraisal rights. Because TWO Common Stock is listed on the NYSE and the charter of Two Harbors provides that stockholders are not entitled to exercise appraisal rights, holders of TWO Common Stock are not entitled to appraisal rights in connection with the Merger. See the section entitled “Appraisal Rights” beginning on page 68 of this proxy statement/prospectus for more information.

In considering the recommendation of the Two Harbors Board that Two Harbors common stockholders vote in favor of the Merger Proposal, the Non-Binding Compensation Advisory Proposal and the Adjournment Proposal, Two Harbors common stockholders should be aware of the fact that, aside from their interests as Two Harbors common stockholders, certain Two Harbors directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Two Harbors stockholders generally.

See the section entitled “The Merger—Interests of Certain Two Harbors Directors and Executive Officers in the Merger” beginning on page 62 of this proxy statement/prospectus for a more detailed description of the interests of Two Harbors’ directors and executive officers. The Two Harbors Board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement, the Merger, in approving the Merger and in recommending that Two Harbors common stockholders approve the Merger Proposal.

The market price of UWMC Class A Common Stock may decline as a result of the Merger if UWMC does not achieve the perceived benefits of the Merger or the effect of the Merger on UWMC’s financial results is not consistent with the expectations of financial or industry analysts.

In addition, upon consummation of the Merger, Two Harbors stockholders will own interests in UWMC operating an expanded business with a different mix of assets, risks and liabilities. Two Harbors’ current stockholders may not wish to continue to invest in UWMC, or for other reasons may wish to dispose of some or all of their shares of UWMC Class A Common Stock or UWMC Preferred Stock. If, following the Effective Time, a large amount of UWMC Class A Common Stock or UWMC Preferred Stock is sold, the price of UWMC Class A Common Stock or UWMC Preferred Stock could decline.

Further, UWMC’s results of operations, as well as the market price of UWMC Class A Common Stock or UWMC Preferred Stock after the Merger may be affected by factors in addition to those currently affecting UWMC’s or Two Harbors’ results of operations and the market prices of UWMC Class A Common Stock or UWMC Preferred Stock and TWO Common Stock or TWO Preferred Stock, particularly the increase in UWMC’s leverage compared to that in place for UWMC and Two Harbors today, and other differences in assets and capitalization. Accordingly, UWMC’s and Two Harbors’ historical market prices and financial results may not be indicative of these matters for UWMC after the Merger.

UWMC stockholders or Two Harbors stockholders may file lawsuits challenging the Merger or the other transactions contemplated by the Merger Agreement, which may name UWMC, Two Harbors, the UWMC Board and/or the Two Harbors Board as defendants. For example, a purported stockholder of Two Harbors filed the Koblentz Lawsuit on February 4, 2026, as further described in the section entitled “The Merger Agreement – Litigation Relating to the Merger” on page 86 of this proxy statement/prospectus. Two Harbors believes that the claims asserted in the Koblentz Lawsuit are without merit and intends to defend itself vigorously. However, the outcome of such lawsuits, including the Koblentz Lawsuit, cannot be assured, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction may delay the consummation of the Merger in the expected timeframe, or may prevent the Merger from being consummated altogether. Whether or not any plaintiff’s claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of UWMC’s business and/or Two Harbors’ business.

UWMC and Two Harbors intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. It is a condition to the obligation of each of Two Harbors and UWMC to complete the Merger that it receive an opinion from its respective external counsel, dated as of the closing date, to the effect that, on the basis of facts, representations, and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Provided the Merger so qualifies, a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences of the Merger”) generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the Merger, other than with respect to cash received in lieu of fractional UWMC Common Stock.

The foregoing opinions of counsel will be based on, among other things, certain representations made by Two Harbors and UWMC and certain assumptions. If any of these representations or assumptions is, or becomes, inaccurate or incomplete, such opinion may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion. Two Harbors and UWMC have not sought and will not seek any ruling from the IRS regarding any matters relating to the Merger and, as a result, there can be no assurance that the IRS would not assert that the Merger does not qualify as a “reorganization” or that a court would not sustain such a position. If the IRS or a court were to determine that the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, a U.S. Holder of TWO Common Stock that exchanges such shares of TWO Common Stock for UWMC Common Stock and cash payable in lieu of fractional shares will generally recognize gain or loss equal to the difference, if any, between (i) the sum of the fair market value of the UWMC Common Stock received by such U.S. Holder and any cash received in lieu of fractional UWMC Common Stock and (ii) such U.S. Holder’s adjusted tax basis in the shares of TWO Common Stock exchanged therefor.

All Two Harbors stockholders should consult with their tax advisors to determine the particular U.S. federal, state, local, or non-U.S. income or other tax consequences of the Merger to them. For a more detailed description of the U.S. federal income tax consequences of the Merger, see “Material U.S. Federal Income Tax Consequences of the Merger.”

The Merger involves numerous operational, strategic, financial, accounting, legal, tax and other risks, potential liabilities associated with the acquired business, and uncertainties related to design, operation and integration of Two Harbors’ internal control over financial reporting. Difficulties in integrating Two Harbors into UWMC may result in Two Harbors performing differently than expected, in operational challenges or in the failure to realize anticipated expense-related efficiencies. UWMC’s and Two Harbors’ existing businesses could also be negatively impacted by the Merger. Potential difficulties that may be encountered in the integration process include, among other factors:

Following the Merger, Two Harbors’ common stockholders will not receive dividends at the same rate that they did as Two Harbors stockholders prior to the Merger. As a REIT, Two Harbors was required to distribute, with respect to each year, at least 90% of its REIT taxable income to its stockholders. UWMC is not a REIT and thus is not subject to such requirement. Following the completion of the Merger, holders of TWO Common Stock will own UWMC Class A Common Stock. Since the first quarter of 2021, UWMC has paid a quarterly cash dividend of $0.10 per share on the outstanding shares of UWMC Class A Common Stock. The dividend amount is reviewed each quarter and declared by the UWMC Board quarterly based on a number of factors, including, among other things, UWMC’s earnings, financial condition, growth outlook, the capital required to support ongoing growth opportunities and compliance with other internal and external requirements.

As holders of UWMC Class A Common Stock, former Two Harbors common stockholders will have no contractual or other legal right to dividends that have not been declared by the UWMC Board.

As previously disclosed, UWMC has begun transitioning mortgage servicing operations in-house, however in connection with the closing of the Merger UWMC will immediately begin directly servicing a portion of the mortgage loans underlying its MSRs as well as mortgage loans underlying MSRs owned by third parties. UWMC has not previously directly conducted mortgage servicing operations, instead relying on two entities whose primary business was the servicing of mortgage loans. UWMC has less experience in directly managing the risks associated with servicing including regulatory compliance and meeting the processing times and quality standards established by GSEs and borrowers.

If UWMC is unable to (i) manage these new risks, (ii) retain the experienced personnel who currently manage Two Harbors’ servicing operations, (iii) successfully integrate these operations and technologies into UWMC’s operations and technologies or (iv) expand Two Harbors servicing operations to support the UWMC MSR portfolio, UWMC’s ability to recognize the anticipated benefits of the Merger may be adversely impacted. Furthermore, UWMC’s ability to attract and retain customers and deliver anticipated growth is highly dependent upon the external perceptions of its quality and responsiveness of its service, trustworthiness, business practices, financial condition and other subjective qualities. If UWMC is unable to maintain its high level of service during the implementation and expansion of the new in-house servicing operations, it could damage UWMC’s reputation among its independent mortgage brokers and existing and potential customers. In turn, this could decrease the demand for UWMC loans, increase regulatory scrutiny and detrimentally effect its business.

UWMC believes that there are significant benefits and synergies that may be realized through leveraging the processes and scale of UWMC and Two Harbors. However, the efforts to realize these benefits and synergies will be a complex process and may disrupt both companies’ existing operations if not implemented in a timely and efficient manner. The full benefits of the transactions contemplated by the Merger Agreement, including the anticipated growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the Merger could adversely affect UWMC’s results of operations or cash flows, cause dilution to the earnings per share of UWMC, decrease or delay any accretive effect of the Merger and negatively impact the price of UWMC Class A Common Stock and UWMC Preferred Stock.

Following completion of the Merger, UWMC’s success will depend, in part, on its ability to manage its expansion, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Two Harbors into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with industry contacts and business partners.

In addition, UWMC and Two Harbors will be required to devote significant attention and resources prior to the Closing to prepare for the post-closing integration and operation of the surviving company, and UWMC will be required post-closing to devote significant attention and resources to successfully align the business practices and operations of UWMC and Two Harbors. This process may disrupt the businesses and, if ineffective, would limit the anticipated benefits of the Merger.

UWMC and Two Harbors will incur substantial expenses in connection with and as a result of completing the Merger, and, following the completion of the Merger, UWMC expects to incur additional expenses in connection with combining the businesses and operations of UWMC and Two Harbors. Factors beyond UWMC’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Moreover, diversion of management focus and resources from the day-to-day operation of the business to matters relating to the transactions could adversely affect each company’s business, regardless of whether the Merger is completed.

UWMC and Two Harbors are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Each company’s success until the Merger and UWMC’s success after the Merger will depend in part upon the ability of UWMC and Two Harbors to retain key management personnel and other key employees. Current and prospective employees of UWMC and Two Harbors may experience uncertainty about their roles within UWMC following the Merger, which may have an adverse effect on the ability of each of UWMC and Two Harbors to attract or retain key management and other key personnel. Accordingly, no assurance can be given that UWMC will be able to attract or retain key management personnel and other key employees of UWMC and Two Harbors to the same extent that UWMC and Two Harbors have previously been able to attract or retain their own employees.

Parties with which UWMC or Two Harbors do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with UWMC or Two Harbors. UWMC’s and Two Harbors’ business relationships may be subject to disruption as parties with which UWMC or Two Harbors do business may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than UWMC or Two Harbors. These disruptions could have a material adverse effect on the businesses, financial condition, results of operations or prospects of each company, including an adverse effect on UWMC’s ability to realize the anticipated benefits of the Merger. The risk, and adverse effect, of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and is not necessarily indicative of what the combined company’s actual financial position or results of operations will be after the Merger, and as a result of changing macroeconomic and political conditions. UWMC’s actual results and financial position after the Merger, and as a result of changing macroeconomic and political conditions, may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus. For more information, please see the section titled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 129.

In accordance with GAAP, UWMC believes that the Merger will be accounted for as an acquisition of TWO Common Stock by UWMC and will follow the acquisition method of accounting for business combinations, including with respect to goodwill. Goodwill represents the excess of the purchase price paid over the fair value of the net tangible and other intangible assets acquired. Goodwill is recorded at fair value on the date of an acquisition and is reviewed annually or more frequently if changes in circumstances indicate the carrying value may be in excess of fair value. UWMC may be required to recognize goodwill in connection with the Merger and in the future an impairment

of goodwill, including any goodwill recognized in connection with the Merger, or a change in fair value of financial instruments or certain other assets due to, for example, market conditions, other factors related to the performance of Two Harbors’ business, or other circumstances that may impact the fair value of a financial instrument or the other asset. Market conditions could include a decline over a period of time of the stock price of UWMC, market price performance of UWMC Class A Common Stock that compares unfavorably to peer companies, or other circumstances. Recognition of impairments of goodwill and any changes in fair value of other assets would result in a charge to UWMC’s income in the period in which the impairment or change occurred, which may negatively affect UWMC’s financial condition, results of operations, and total capitalization. The effects of any such impairment or change could be material and could cause UWMC to miss forecasted results, which could adversely affect UWMC’s stock price, and make it more difficult to maintain UWMC’s credit ratings, secure financing on attractive terms, maintain compliance with debt covenants, and meet the expectations of UWMC’s regulators.

This proxy statement/prospectus and the annexes to this proxy statement/prospectus contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act.

These forward-looking statements are predictions and generally can be identified by use of statements that include phrases such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “potential,” “likely,” or other words, phrases or expressions of similar import, or the negative or other words or expressions of similar meaning, and statements regarding:

Without limiting the generality of the preceding sentence, certain information contained in the sections “The Merger—Background of the Merger,” “The Merger—Recommendation of the Two Harbors Board and Its Reasons for the Merger,” “The Merger—UWMC’s Reasons for the Merger” and “The Merger—Certain Two Harbors Unaudited Prospective Financial Information,” constitute forward-looking statements.

UWMC and Two Harbors base these forward-looking statements on particular assumptions that they have made in light of their industry experience, as well as their perception of historical trends, current conditions, expected future developments and other factors that they believe are appropriate under the circumstances. The forward-looking statements are necessarily estimates reflecting the judgment of Two Harbors’ and UWMC’s respective management and involve a number of known and unknown risks, uncertainties and other factors which may cause actual results, performance, or achievements of Two Harbors or UWMC to be materially different from those expressed or implied by the forward-looking statements. In addition to other factors and matters contained in this proxy statement/prospectus, including those disclosed under “Risk Factors” beginning on page 19, these forward-looking statements are subject to risks, uncertainties and other factors, including, among others:

Although Two Harbors and UWMC believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this proxy statement/prospectus will prove to be accurate. As you read and consider the information in this proxy statement/prospectus, you are cautioned to not place undue reliance on these forward-looking statements. These statements are not guarantees of performance or results and speak only as of the date of this proxy statement/prospectus, in the case of forward-looking statements contained in this proxy statement/prospectus, or the dates of the documents incorporated by reference or attached as annexes to this proxy statement/prospectus, in the case of forward-looking statements made in those documents. Neither Two Harbors nor UWMC undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law.

In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by Two Harbors, UWMC or any other person that the results or conditions described in such statements or the objectives and plans of Two Harbors or UWMC will be achieved.

All forward-looking statements, expressed or implied, included in this proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Two Harbors, UWMC or persons acting on their behalf may issue.

UWMC is a Delaware corporation that was incorporated on June 12, 2019 and commenced operations as a publicly traded company on January 22, 2021, upon completion of a merger with Gores Holdings IV, Inc.

Integral components of UWMC’s strategy are (i) continuing its leadership position in the growing wholesale channel by investing in technology, including AI, and partnership tools designed to meet the needs of Independent Mortgage Brokers and their customers, (ii) capitalizing on UWMC’s strategic advantages which include a singular focus on the wholesale channel, that allows UWMC to quickly adapt to market conditions and opportunities, and ample capital and liquidity, (iii) employing UWMC’s six pillars to drive a unique culture that UWMC believes results in a durable competitive advantage, (iv) originating high quality loans, the vast majority of which are backed directly or indirectly by the federal government, and (v) to minimize market risks and to maximize opportunities in different macroeconomic environments.

UWMC focuses primarily on originating conventional, agency-eligible loans that can be sold to Fannie Mae, Freddie Mac or transferred to Ginnie Mae pools for sale in the secondary market. UWMC’s conventional agency-conforming loans meet the general underwriting guidelines established by Fannie Mae and Freddie Mac. Loans that are written under the FHA program, the VA program or the USDA program are guaranteed by the governmental agencies and then transferred to Ginnie Mae pools for sale in the secondary market.

Upon completion of the Merger, (i) the continuing UWMC common stockholders are expected to own in the aggregate approximately 87% of the UWMC Common Stock on a fully diluted basis (including the approximately 72% of the UWMC Common Stock held by SFS Holdings Corp.), and the former Two Harbors common stockholders are expected to own in the aggregate the remaining approximately 13% and (ii) UWMC is expected to have a pro forma equity market capitalization of the UWMC Common Stock of approximately $8.9 billion based on the $4.84 per share closing price of UWMC Class A Common Stock on February 10, 2026. SFS Holdings Corp. holds all of the issued and outstanding UWMC Class D Common Stock, which has ten votes per share, and as a result, will continue to control approximately 79% of the combined voting power of the UWMC Common Stock after the Merger.

Shares of UWMC Class A Common Stock are listed on the NYSE, trading under the symbol “UWMC”. The newly issued shares of UWMC Series A Preferred Stock, UWMC Series B Preferred Stock, and UWMC Series C Preferred Stock will trade under the symbols “UWMC PRA”, “UWMC PRB” and “UWMC PRC”, respectively.

UWMC’s principal executive offices are located at 585 South Boulevard E, Pontiac, Michigan 48341, and its telephone number is (800) 981-8898.

Merger Sub is a Delaware limited liability company that was formed on December 12, 2025 solely for the purpose of effecting the Merger. Upon Closing, Two Harbors will be merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and continuing as an indirect, wholly owned subsidiary of UWMC. Merger Sub has not conducted any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

Two Harbors is a Maryland corporation founded in 2009 that, through its wholly owned subsidiaries, invests in, finances and manages mortgage servicing rights, or MSR, and Agency residential mortgage-backed securities, or

Agency RMBS, and, through its operational platform, RoundPoint Mortgage Servicing LLC, is one of the largest servicers of conventional loans in the country. Agency refers to a GSE, such as Fannie Mae, or Freddie Mac, or a U.S. government agency such as Ginnie Mae. Two Harbors is structured as an internally-managed REIT.

Two Harbors seeks to leverage its core competencies of understanding and managing interest rate and prepayment risk to invest in its portfolio of MSR and Agency RMBS, with the objective of delivering more stable performance, relative to RMBS portfolios without MSR, across changing market environments.

Two Harbors has elected to be treated as a REIT for U.S. federal income tax purposes. Two Harbors has designated certain of its subsidiaries as taxable REIT subsidiaries, or TRSs, as defined in the Code, to engage in such activities.

Shares of TWO Common Stock are listed on the NYSE, trading under the symbol “TWO”. The Two Harbors Series A Preferred Stock, the Two Harbors Series B Preferred Stock and the Two Harbors Series C Preferred Stock are listed on the NYSE, trading under the symbols “TWO PRA”, “TWO PRB” and “TWO PRC”, respectively.

Two Harbors’ principal executive offices are located at 1601 Utica Avenue South, Suite 900, St. Louis Park, Minnesota 55416, and its telephone number is (612) 453-4100.

This proxy statement/prospectus is being furnished in connection with the solicitation of proxies from Two Harbors common stockholders for use at the Two Harbors special meeting. This proxy statement/prospectus and accompanying form of proxy are first being mailed to Two Harbors common stockholders on or about February 12, 2026.

A special meeting of Two Harbors common stockholders will be held virtually on March 16, 2026 at 10:00 a.m., Eastern Time. Stockholders of Two Harbors will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/TWO2026SM. Two Harbors common stockholders will need the control number found on their proxy cards in order to access the Two Harbors special meeting website. The Two Harbors special meeting will be held for the following purposes:

Only business within the purposes described in the Notice of Special Meeting of Two Harbors may be conducted at the Two Harbors special meeting. Any action may be taken on the items of business described above at the Two Harbors special meeting on the date specified above, or on any date or dates to which the Two Harbors special meeting may be adjourned or postponed.

Two Harbors has fixed the close of business on February 10, 2026 as the record date for determining holders of TWO Common Stock entitled to notice of, and to vote at, the Two Harbors special meeting. Holders of TWO Common Stock, TWO Series A Preferred Stock, TWO Series B Preferred Stock and TWO Series C Preferred Stock at the close of business on the record date will be entitled to notice of the Two Harbors special meeting, unless a new record date is set in connection with any adjournment or postponement of the special meeting. Only holders of TWO Common Stock at the close of business on the record date will be entitled to vote at the Two Harbors special meeting, unless a new record date is set in connection with any adjournment or postponement of the special meeting. As of the record date, there were 105,043,188 issued and outstanding shares of TWO Common Stock. Each holder of record of TWO Common Stock on the record date is entitled to one vote per share. Votes may be cast either via the Two Harbors special meeting website or by properly authorized proxy at the Two Harbors special meeting. As of the record date, the issued and outstanding TWO Common Stock was held by approximately 89,733 beneficial owners.

Stockholders of Record. If you are a stockholder of record of TWO Common Stock, you may have your shares of TWO Common Stock voted on the matters to be presented at the special meeting in any of the following ways:

Beneficial Owners. If your shares of TWO Common Stock are held in “street name,” please refer to the instructions provided by your broker, bank, trustee or other nominee to see which of the above choices are available to

you. Please note that if you are a holder in “street name” and wish to vote via the Two Harbors special meeting website, and your broker, bank, trustee or other nominee has not provided you with a control number on the voting instruction form it furnishes you, you will need to obtain a control number from your broker, bank, trustee or other nominee holder of record giving you the right to vote the shares at the Two Harbors special meeting. Please also see the question and answer referencing “street name” shares.

All shares of TWO Common Stock that are entitled to vote and are represented at the Two Harbors special meeting by properly authorized proxies received before or at the special meeting and not revoked, will be voted at such special meeting in accordance with the instructions indicated on the proxies. If no instructions are given on a timely and properly executed proxy card, your shares will be voted:

Votes cast via the Two Harbors special meeting website or by proxy at the Two Harbors special meeting will be tabulated by one or more inspectors appointed by the Two Harbors Board for the special meeting who will also determine whether or not a quorum is present.

Any proxy given by a stockholder pursuant to this solicitation may be revoked at any time before the vote is taken at the special meeting in any of the following ways:

Two Harbors is soliciting proxies on behalf of the Two Harbors Board. Two Harbors will bear the costs of soliciting proxies. Brokerage houses, fiduciaries, nominees and others will be reimbursed for their out-of-pocket expenses in forwarding proxy materials to owners of TWO Common Stock held in their names. In addition to the solicitation of proxies by use of the mails, proxies may be solicited from Two Harbors common stockholders by directors, officers and employees of Two Harbors in person or by telephone, by facsimile, on the Internet or other appropriate means of communications. No additional compensation, except for reimbursement of reasonable out-of-pocket expenses, will be paid to directors, officers and employees of Two Harbors in connection with this solicitation. Two Harbors has retained D.F. King to solicit, and for advice and assistance in connection with the solicitation of, proxies for the Two Harbors special meeting at a cost of $12,500, plus out-of-pocket expenses. No portion of the amount that Two Harbors has agreed to pay to D.F. King is contingent upon the Closing. Two Harbors has agreed to indemnify D.F. King against any loss, damage, expense, liability or claim arising out of such services. Any questions or requests for assistance regarding this proxy statement/prospectus and related proxy materials may be directed to D.F. King by telephone at (646) 677-2516 (for banks and brokers) or (888) 887-0082 (toll-free).

The presence via the Two Harbors special meeting website or by proxy, of the holders of shares of TWO Common Stock entitled to cast a majority of all the votes entitled to be cast at the Two Harbors special meeting will constitute a quorum at the special meeting. Shares that abstain from voting will be treated as shares that are present and entitled to vote at the Two Harbors special meeting for purposes of determining whether a quorum exists. Because approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of TWO Common Stock entitled to vote on the matter, abstentions and the failure to vote will have the same effect as votes “AGAINST” approval of the Merger Proposal. For the Non-Binding Compensation Advisory Proposal and the Adjournment Proposal, a failure to vote, a failure to instruct your bank, broker or nominee to vote or an abstention from voting will have no effect on the outcome of those proposals, assuming a quorum is present.

In accordance with the rules of the NYSE, brokers, banks and other nominees who hold shares of TWO Common Stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the Merger Proposal, the Non-Binding Compensation Advisory Proposal or the Adjournment Proposal. A so-called “broker non-vote” results with brokers, banks and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of the relevant shares. Two Harbors does not expect any broker non-votes at the Two Harbor special meeting because the proposals upon which stockholders will be voting are all “non-routine” matters, and your broker, bank or other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your broker’s, bank’s or other nominee’s voting form, do not provide voting instructions via the internet or telephone through your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote virtually with a “legal proxy” from your broker, bank or other nominee, your shares will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, and your failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal, and will have no effect on the Non-Binding Compensation Advisory Proposal or the Adjournment Proposal.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of TWO Common Stock entitled to vote on the matter.

Approval of the Non-Binding Compensation Advisory Proposal requires, provided a quorum is present, the affirmative vote of a majority of the votes cast on the Non-Binding Compensation Advisory Proposal by holders of TWO Common Stock at the Two Harbors special meeting.

Approval of the Adjournment Proposal requires, provided a quorum is present, the affirmative vote of a majority of the votes cast on the Adjournment Proposal by holders of TWO Common Stock at the Two Harbors special meeting.

Regardless of the number of shares of TWO Common Stock you own, your vote is important. Please complete, sign, date and promptly return the enclosed proxy card today or vote by phone or Internet.

Two Harbors common stockholders are asked to approve the Merger Proposal as contemplated by the Merger Agreement. For a summary and detailed information regarding the Merger Proposal, see the information about the Merger and the Merger Agreement throughout this proxy statement/prospectus, including the information set forth in sections entitled “The Merger” beginning on page 38 and “The Merger Agreement” beginning on page 70. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

Pursuant to the Merger Agreement, approval of the Merger Proposal is a condition to the consummation of the Merger. If the Merger Proposal is not approved, the Merger will not be completed.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of TWO Common Stock entitled to vote on the matter. For purposes of the Merger Proposal, a failure to vote, a failure to instruct your bank, broker or nominee to vote or an abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal.

The Two Harbors Board unanimously recommends that Two Harbors common stockholders vote “FOR” the Merger Proposal.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Exchange Act, Two Harbors is seeking stockholder approval of a non-binding advisory proposal to approve the compensation that may be paid or become payable to Two Harbors’ named executive officers that is based on or otherwise relates to the Merger, as described in the section entitled “The Merger—Interests of Two Harbors’ Directors and Executive Officers in the Merger” beginning on page 62.

As an advisory vote, this proposal is not binding upon Two Harbors or the Two Harbors Board, and approval of this proposal is not a condition to completion of the Merger and is a vote separate and apart from the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote not to approve the Non-Binding Compensation Advisory Proposal and vice versa. Because the Merger-related executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement as well as the contractual arrangements with Two Harbors’ named executive officers, such compensation will be payable, regardless of the outcome of this advisory vote, if the Merger Proposal is approved (subject only to the contractual conditions applicable thereto). However, Two Harbors seeks the support of its stockholders and believes that stockholder support is appropriate because Two Harbors has a comprehensive executive compensation program designed to link the compensation of its executives with Two Harbors’ performance and the interests of Two Harbors stockholders. Accordingly, holders of shares of TWO Common Stock are being asked to vote on the following resolution:

Approval of the Non-Binding Compensation Advisory Proposal, provided a quorum is present, requires the affirmative vote of a majority of the votes cast on the matter. For purposes of the Non-Binding Compensation Advisory Proposal, a failure to vote, a failure to instruct your bank, broker or nominee to vote or an abstention from voting will have no effect on the outcome of the proposal.

The Two Harbors Board unanimously recommends that Two Harbors common stockholders vote “FOR” the Non-Binding Compensation Advisory Proposal.

The Two Harbors common stockholders are being asked to approve a proposal that will give Two Harbors the authority to adjourn the Two Harbors special meeting to another place, time or date, if necessary or appropriate, for the purpose of (i) soliciting additional proxies if there are insufficient shares of TWO Common Stock represented (either virtually or by proxy) and voting or to constitute a quorum necessary to conduct the business of the Two Harbors special meeting, (ii) ensuring that any supplement or amendment to this proxy statement/prospectus is timely provided to Two Harbors common stockholders, or (iii) complying with applicable law. If, at the Two Harbors special meeting, the number of shares of TWO Common Stock present or represented by proxy and voting for the approval of the Merger Proposal is insufficient to approve such proposal, Two Harbors intends to move to adjourn the Two Harbors special meeting to another place, date or time in order to enable the Two Harbors Board to solicit additional proxies for approval of the proposal. Two Harbors does not intend to call a vote on the Adjournment Proposal if the Merger Proposal is considered and approved at the Two Harbors special meeting. If the Two Harbors special meeting is adjourned for the purpose of soliciting additional proxies, Two Harbors common stockholders who have already submitted their proxies will be able to revoke them at any time prior to their exercise.

Approval of the Adjournment Proposal, provided a quorum is present, requires the affirmative vote of a majority of the votes cast on the matter. For purposes of the Adjournment Proposal, a failure to vote, a failure to instruct your bank, broker or nominee to vote or an abstention from voting will have no effect on the outcome of the proposal.

The Two Harbors Board unanimously recommends that Two Harbors common stockholders vote “FOR” the Adjournment Proposal to adjourn the Two Harbors special meeting to another place, date or time, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal.

No other matters will be transacted at the Two Harbors special meeting.

The following is a summary of the material terms of the Merger. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. The summary of the material terms of the Merger below and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and is incorporated by reference into this proxy statement/prospectus. You are urged to read this proxy statement/prospectus, including the Merger Agreement, carefully and in its entirety for a more complete understanding of the Merger.

Each of the Two Harbors Board and the UWMC Board has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Subject to the terms and conditions of the Merger Agreement, including the approval of the Two Harbors common stockholders of the Merger Proposal, Merger Sub will merge with and into Two Harbors, with Merger Sub continuing as the surviving entity. As a result of the Merger, the surviving entity will be an indirect, wholly owned subsidiary of UWMC. Two Harbors stockholders will receive the merger consideration described below under “The Merger Agreement—Consideration for the Merger” beginning on page 71.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Two Harbors Board, Two Harbors’ representatives, UWMC’s representatives and other parties.

The Two Harbors Board regularly evaluates Two Harbors’ strategic direction and ongoing business plans and reviews possible ways of increasing long-term stockholder value. These reviews include the consideration of various investments, diversification into new assets, purchases and sales of assets, potential strategic business combinations, pursuing growth strategies as an independent company, evaluating whether Two Harbors should retain its status as a real estate investment trust and other transactions with third parties that would further Two Harbors’ strategic objectives and ability to create stockholder value.

Management of Two Harbors and UWMC have interacted with one another from time to time through their participation in the mortgage industry, and the companies have, from time to time and in the ordinary course of business, engaged in transactions with each other, including periodic acquisitions by Two Harbors of mortgage servicing rights from UWMC.

On December 9, 2024, William Greenberg, President and Chief Executive Officer of Two Harbors, received an unsolicited, preliminary non-binding proposal letter from UWMC proposing to acquire Two Harbors for consideration valued at 1.05x Two Harbors’ fully diluted tangible common book value, payable in UWMC Class A Common Stock at a fixed exchange ratio (the “December 9 UWMC Letter”). The December 9 UWMC Letter stated that the proposed purchase price was subject to UWMC’s due diligence of Two Harbors.

On December 18, 2024, the Two Harbors Board met in executive session and Mr. Greenberg discussed with the board the December 9 UWMC Letter as well as the outreach from the Chief Executive Officer of a potential counterparty referred to herein as Company A indicating that Company A was interested in acquiring Two Harbors, though no specific purchase price had been proposed by Company A.

On December 26, 2024, Mr. Greenberg received an unsolicited, preliminary non-binding proposal letter from Company A to acquire Two Harbors, offering $14.25 to $15.00 in cash for each share of TWO Common Stock, representing 0.98x – 1.04x fully diluted tangible book value per share and a 22% to 28% premium to Two Harbors’ share price as of December 23, 2024 (the “December 26 Company A Letter”). The December 26 Company A Letter stated that the proposed purchase price was subject to Company A’s due diligence of Two Harbors. The December 26 Company A Letter assumed, among other things, that Two Harbors’ book value reflected all appropriate reserves for realized and contingent liabilities and stated that any substantial deviation from the assumptions contained in the proposal letter could necessitate a corresponding adjustment to the consideration offered.

On January 13, 2025, the Two Harbors Board met via videoconference, with representatives of Two Harbors’ then-current financial advisor and outside legal counsel present. Outside counsel to Two Harbors discussed the duties of the Two Harbors Board in the context of considering acquisition proposals. Representatives of Two Harbors’

financial advisor discussed, among other things, the terms of each proposal, market and trading perspectives on each of the proposals and other potential strategic alternatives to the proposals, including pursuing a growth strategy as an independent company and terminating Two Harbors’ status as a real estate investment trust and compared those alternatives to the transaction proposals. After discussion, the Two Harbors Board held an executive session to further discuss the acquisition proposals and potential responses thereto and, following discussion, determined not to proceed with the proposal from Company A and to inform UWMC that the purchase price included in the December 9 UWMC Letter was not one the Board would be willing to act upon. Two Harbors’ financial advisor subsequently conveyed this message to representatives of UWMC.

On January 15, 2025, a representative of Two Harbors notified a representative of Company A that the Two Harbors Board, with the assistance of its financial and legal advisors, had carefully analyzed and considered Company A’s non-binding proposal regarding a potential acquisition of Two Harbors and, after careful consideration, the Two Harbors Board had determined that the Company A proposal was not in the best interests of Two Harbors or its shareholders.

On January 27, 2025, in response to the feedback from Two Harbors’ financial advisor, UWMC submitted a revised non-binding indication of interest increasing its proposal to acquire Two Harbors for consideration valued at 1.10x Two Harbors’ fully diluted tangible common book value, payable in UWMC Class A Common Stock at a fixed exchange ratio (the “January 27 UWMC Letter”).

On February 17, 2025, the Two Harbors Board met via videoconference, with representatives of Two Harbors management and its then-current financial advisor and outside counsel present. A representative of the financial advisor summarized the January 27 UWMC Letter and UWMC’s business profile, reviewed preliminary valuation work for a combined company and identified diligence areas and factors that could affect value to Two Harbors stockholders. Following discussion, the Board asked management and the financial advisor to refine the financial and valuation analysis with respect to an acquisition by UWMC and to prepare a proposed response to UWMC for consideration at a subsequent meeting.

On February 23, 2025, Two Harbors engaged Houlihan Lokey as an additional financial advisor to perform a strategic alternatives analysis, which included a review of Two Harbors’ corporate strategic posture and the identification and evaluation of certain strategic alternatives available to Two Harbors. As compensation for Houlihan Lokey’s services, Two Harbors agreed to pay Houlihan Lokey a fixed fee which was not contingent on the occurrence of a transaction.

On March 7, 2025, the Two Harbors Board met via videoconference, with representatives of Two Harbors management, its then-current financial advisor and outside counsel to Two Harbors present. Representatives of Houlihan Lokey were also invited to attend the meeting. Two Harbors’ then-current financial advisor provided the Two Harbors Board with an update on valuation considerations relating to the January 27 UWMC Letter, noting that the trading price of TWO Common Stock had increased relative to the trading price of UWMC Class A Common Stock following UWMC’s fourth-quarter 2024 results. The financial advisor then reviewed updated valuation work for a potential combined company and compared potential stockholder returns to precedent transactions, and expressed the view that a transaction would be accretive to UWMC at a price greater than the price reflected in the January 27 UWMC Letter. At the request of the Two Harbors Board, representatives of Houlihan Lokey provided perspectives on the proposed acquisition by UWMC, including a review of the proposed exchange ratio and a preliminary review of the relative contributions of Two Harbors and UWMC to certain pro forma financial metrics for the combined company. The Two Harbors Board determined that the January 27 UWMC Letter was not satisfactory and discussed key terms that could be acceptable to Two Harbors. The Two Harbors Board directed Two Harbors management, together with outside counsel to Two Harbors, to prepare a draft response for review by the Two Harbors Board prior to submission.

On March 10, 2025, following review by the members of the Two Harbors Board, representatives of Two Harbors submitted a non-binding term sheet to UWMC to guide further discussions, which contemplated valuing the TWO Common Stock at 1.3x fully diluted tangible common book value and a cash-election merger structure. Following receipt, representatives of UWMC informed Two Harbors that UWMC was not prepared to move forward. No further discussions took place between the parties concerning the UWMC proposal.

On March 31, 2025, Two Harbors received a report and recommendation (“R&R”) in its pending litigation with its prior external manager, PRCM Advisers LLC and related entities (together “Pine River”) related to Two Harbors’ termination of the management agreement with Pine River (the “Management Agreement”). The R&R recommended Pine River’s motion for summary judgment to the extent that Two Harbors did not have a basis on which to terminate

the Management Agreement for cause and as to Two Harbors’ pending counterclaims be granted, and Pine River’s motion for summary judgment otherwise be denied. The Court adopted the R&R on May 23, 2025, over Two Harbors’ objection, and the parties agreed to participate in mediation, which mediation took place in August 2025.

On August 20, 2025, Two Harbors entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Pine River whereby Two Harbors and Pine River agreed to compromise and settle all claims alleged in the lawsuits between the parties. Pursuant to the terms of the Settlement Agreement, Two Harbors agreed to make a cash payment of $375 million (the “Settlement Payment”), which Settlement Payment was paid to Pine River in September 2025. Under the Settlement Agreement, Pine River agreed to relinquish ownership or any other interest it held in any and all intellectual property that Pine River licensed, conveyed, or otherwise provided to Two Harbors or that was developed by or for Two Harbors, whether pursuant to the terms of the Management Agreement or otherwise. Following receipt of the Settlement Payment, Pine River caused to be dismissed with prejudice all claims alleged in its complaint. Two Harbors and Pine River agreed to unconditionally and irrevocably release and discharge each other and their respective representatives from and against any and all claims alleged in the lawsuits between the parties.

On September 24, 2025, Mr. Greenberg received an unsolicited, preliminary non-binding proposal letter (the “September 24 Company B Letter”) from a representative of a potential counterparty referred to herein as Company B regarding an interest in exploring a potential acquisition of Two Harbors. The September 24 Company B Letter proposed acquiring all the outstanding shares of TWO Common Stock in a stock-for-stock transaction at a contemplated purchase price of 1.04x “adjusted common book value,” representing a 17% premium to Two Harbors’ share price as of September 23, 2025.

On September 30, 2025, following a conversation between the chief executive officer of Company B and Mr. Greenberg seeking clarification of the proposal terms, Company B sent a revised proposal letter to Mr. Greenberg (the “September 30 Company B Letter”). The September 30 Company B Letter reflected a revised proposal to acquire all the outstanding shares of TWO Common Stock in a stock-for-stock transaction at a contemplated purchase price of 1.065x fully diluted tangible common book value (1.04x total common book value, inclusive of goodwill), representing an 18% premium to Two Harbors’ share price as of September 29, 2025.

On October 3, 2025, the Two Harbors Board met via videoconference, with members of Two Harbors management and a representative of Jones Day in attendance to discuss Company B’s proposal. The Two Harbors Board reviewed management’s overview of the proposal, the current opportunities and challenges for Two Harbors, Two Harbors’ prospects as a standalone company and potential strategic alternatives available to Two Harbors. The representative of Jones Day reviewed with the Board its duties. The Two Harbors Board discussed the September 30 Company B Letter, whether to conduct a market check with other possible buyers, the engagement of a financial advisor to assist with any process and the formation of an ad hoc committee (the “Ad Hoc Committee”) to oversee the exploration of any potential transaction. The Two Harbors Board approved the formation of an Ad Hoc Committee that would be comprised of Stephen G. Kasnet, James A. Stern and Hope B. Woodhouse, with the appointments to be documented by written action. The Ad Hoc Committee was not formed as a result of any perceived or alleged conflict of interests with respect to a potential transaction. The Ad Hoc Committee was established with a mandate to direct, approve, modify and monitor the process and procedures related to the review and evaluation of a potential transaction and the consideration and evaluation of the proposed terms and conditions thereof. At the meeting, both Mr. Greenberg and Mr. Kasnet expressed their confidence in the ability of Houlihan Lokey to effectively guide the Two Harbors Board in a process, as Houlihan Lokey maintained a strong reputation in the market and had extensive experience generally in mergers and acquisitions, valuation of businesses, financing and capital markets and familiarity with Two Harbors and the industry in which Two Harbors operates. The Two Harbors Board approved the engagement of Houlihan Lokey, subject to the finalization of terms by the Ad Hoc Committee.

On October 6, 2025, the Two Harbors Board executed an action by unanimous written consent ratifying the formation of the Ad Hoc Committee and appointing Stephen G. Kasnet, James A. Stern and Hope B. Woodhouse to serve on the Ad Hoc Committee.

On October 7, 2025, the Ad Hoc Committee held its initial meeting via videoconference with representatives of Jones Day and Houlihan Lokey to discuss general process considerations and other preliminary matters in connection with the unsolicited proposal from Company B. A representative of Jones Day discussed with the Ad Hoc Committee its duties in the context of a potential transaction. Representatives of Houlihan Lokey summarized recent discussions

with Company B’s advisors, noting an indicative gross purchase price of 1.065x fully diluted tangible common book value per share in a stock-for-stock transaction and discussed with the Ad Hoc Committee a market check with other potentially interested parties. The Ad Hoc Committee was supportive of the proposed outreach plan and process and unanimously authorized Houlihan Lokey to proceed.

Between October 8, 2025 and October 10, 2025, Houlihan Lokey contacted four parties (other than Company B) to gauge their interest in pursuing a strategic transaction with Two Harbors. Three of these parties (UWMC, Company A and a potential counterparty referred to herein as Company C) entered into non-disclosure agreements with Two Harbors in the following weeks. Each of the non-disclosure agreements included customary “standstill” provisions that would fall away upon Two Harbors’ entry into a definitive agreement relating to a sale of Two Harbors.

During the week of October 13, 2025, Mr. Greenberg and the chief business officer and head of investor relations of UWMC, Blake Kolo, had a telephone conversation to discuss UWMC’s interest in exploring a potential transaction with Two Harbors. No specific transaction terms were discussed.

On October 14, 2025, Two Harbors and Company B entered into a non-disclosure agreement with respect to a potential transaction. Also on October 14, 2025, Two Harbors and Company C entered into a non-disclosure agreement with respect to a potential transaction. Following execution of such non-disclosure agreements, Company B and Company C received confidential information of Two Harbors for purposes of further evaluating a potential transaction.

On October 15, 2025, the chief executive officer of Company A engaged in discussions with a representative of Houlihan Lokey and conveyed Company A’s continued interest in pursuing a transaction with Two Harbors.

On October 15, 2025, Mr. Greenberg and the chief executive officer of UWMC, Mat Ishbia, had a telephone conversation to discuss UWMC’s interest in exploring a potential transaction with Two Harbors. No specific transaction terms were discussed. Also on October 15, 2025, a representative of Houlihan Lokey contacted representatives of UWMC to further confirm UWMC’s continued interest in pursuing a transaction with Two Harbors, to which UWMC confirmed their continued interest.

On October 17, 2025, Two Harbors and Company A entered into a non-disclosure agreement, following which Company A received confidential information of Two Harbors for purposes of further evaluating a potential transaction.

October 18, 2025, UWMC formally engaged BofA Securities, Inc. (“Bank of America”) as a financial advisor in connection with evaluating a potential business combination transaction with Two Harbors.

On October 20, 2025, the Ad Hoc Committee held a meeting via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the outreach conducted by Houlihan Lokey, together with other preliminary transaction considerations and next steps for any potential transaction with such counterparties. Following discussions with the assistance of representatives of Houlihan Lokey and Jones Day, the Ad Hoc Committee decided it would request indicative bids by October 31, 2025, with the Ad Hoc Committee to receive an interim update from Houlihan Lokey on October 27, 2025 and to convene thereafter to review bids and confirm next steps with the full Two Harbors Board.

On October 23, 2025, UWMC formally engaged Greenhill, a Mizuho affiliate (“Mizuho”) as another financial advisor, along with Bank of America, for the purpose of evaluating a potential business combination transaction with Two Harbors.

On October 24, 2025, Two Harbors and UWMC entered into a non-disclosure agreement, following which UWMC received confidential information of Two Harbors for purposes of further evaluating a potential transaction. Two Harbors began to exchange due diligence information with UWMC, and continued to do so until the execution of the Merger Agreement. Also on October 24, 2025, representatives of Houlihan Lokey provided to Two Harbors a letter setting forth information regarding Houlihan Lokey’s relationships with Two Harbors, Company A, Company B, Company C and UWMC. Two Harbors subsequently reviewed the letter and determined that there was nothing disclosed in the letter that would affect the ability of Houlihan Lokey to provide objective financial advice to Two Harbors.

On October 27, 2025, Two Harbors executed an engagement letter (effective as of October 6, 2025) pursuant to which it formally retained Houlihan Lokey as its financial advisor in connection with a potential business combination transaction.

On October 27, 2025, the Ad Hoc Committee held a meeting via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the status of outreach to potential counterparties. Houlihan Lokey advised

that it expected to receive indicative offers from Company B, Company C, and UWMC by the end of the week, and that Company A was also considering submitting an offer. At the meeting, representatives of Houlihan Lokey reviewed preliminary financial analyses of Two Harbors based on the Two Harbors Projections, which are further described in the section titled “Certain Unaudited Prospective Financial Information” beginning on page 59.

On October 30, 2025, Company C submitted a letter to Two Harbors that contained a non-binding proposal to acquire all of the equity interests of Two Harbors in an all-cash merger (the “First Company C Proposal Letter”). The First Company C Proposal Letter contemplated a cash purchase price range of 1.10x – 1.15x fully diluted tangible common book value per share, representing a 21% – 26% premium to Two Harbors’ share price as of October 29, 2025. The First Company C Proposal Letter contemplated funding the purchase price through a combination of existing, on-hand liquidity of Company C and other financing sources and stated that the proposal would not be subject to any financing contingencies.

On October 31, 2025, Company A provided to Houlihan Lokey an email indication of a purchase price of 1.03x fully diluted tangible common book value per share in cash to exclusively acquire the common stock of Two Harbors. The Company A proposal did not address the redemption or other satisfaction of the outstanding preferred stock of Two Harbors.

On November 3, 2025, UWMC submitted a letter to Two Harbors that contained a non-binding proposal to acquire all of the equity interests of Two Harbors in exchange for newly issued UWMC Class A Common Stock based on a fixed exchange ratio (the “First UWMC Proposal Letter”). The First UWMC Proposal Letter contemplated a purchase price of 1.10x fully diluted tangible common book value per share, representing an approximate 20% premium to Two Harbors’ share price as of October 31, 2025. The First UWMC Proposal Letter also indicated that UWMC was amenable to discussing the addition of an incremental member to the UWMC board of directors.

On November 4, 2025, the Ad Hoc Committee held a meeting via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the proposals received to date from Company A, Company B, Company C and UWMC and to assess the risks and merits of each such proposal. Representatives of Houlihan Lokey provided an update on the current transaction process, status of engagement with each party and terms of each of the proposals. At the conclusion of the meeting, the Ad Hoc Committee determined to continue discussions with Company B, Company C and UWMC. The Ad Hoc Committee further determined the terms of the Company A proposal were not sufficient to form a basis for Two Harbors to continue discussions regarding a potential transaction with Company A.

On November 4, 2025, representatives from Houlihan Lokey spoke with representatives from Company C and its financial advisor to discuss Company C’s contemplated financing sources and whether the transaction would reflect a fixed price at signing or a book value multiple that would result in a price being determined prior to closing.

On November 12, 2025, representatives of UWMC, including (i) Mr. Kolo, (ii) the chief financial officer of UWMC, Rami Hasani, and (iii) the executive vice president, investor relations and legal affairs for UWMC, Matt Roslin, Mizuho and Bank of America attended a virtual meeting with representatives of Two Harbors, including Mr. Greenberg and Mr. Kasnet, and representatives of Houlihan Lokey, to discuss a potential transaction. In addition, representatives of Houlihan Lokey sent an information request list to representatives of UWMC for purposes of Two Harbors’ diligence of UWMC. Also on November 12, 2025, representatives of Two Harbors, including Mr. Greenberg and Mr. Kasnet, and representatives of Houlihan Lokey attended two separate in-person meetings with representatives of Company B and representatives of Company C, together with their respective financial advisors, to discuss the potential transaction.

On November 12, 2025, Two Harbors made available drafts of a potential merger agreement in the virtual data room. Two Harbors prepared one form of the merger agreement to reflect an all-cash merger transaction and one form of the merger agreement to reflect a stock-for-stock merger transaction, which forms were otherwise identical in all material respects. Among other things, the forms of the draft merger agreement provided that the acquiror would be required to commit to any remedy to obtain any required regulatory approvals to consummate the transaction and provided for a termination fee of 2% of the fully diluted full equity value of the transaction that was payable by Two Harbors under certain circumstances, including if Two Harbors terminated the merger agreement to enter into a superior proposal or if the acquiror terminated the merger agreement following the Two Harbors Board changing its recommendation in response to an intervening event.

On the morning of November 14, 2025, the chief executive officer of Company B called Mr. Greenberg to inform him that Company B was withdrawing its indication of interest to acquire Two Harbors. Discussions with respect to a potential transaction with Company B subsequently ceased.

On November 14, 2025, management representatives of Two Harbors attended a series of separate commercial and operational management diligence calls with representatives of Company C and UWMC. The meeting between Two Harbors and UWMC covered several commercial and operational topics including Two Harbors’ approach to its capital markets functions, forecast assumptions, certain tax-related questions and the Two Harbors’ servicing business conducted by its subsidiary, RoundPoint.

On November 17, 2025, UWMC and Company C both submitted revised, written non-binding proposals, each of which was accompanied by a mark-up of the applicable draft merger agreement. The revised proposal from Company C indicated a contemplated all cash purchase price to reflect 1.10x fully diluted tangible common book value per share, representing an approximately 22% premium to Two Harbors’ share price as of November 14, 2025. The revised proposal from UWMC increased the contemplated all stock purchase price to 1.15x fully diluted tangible common book value per share, representing an approximately 25% premium to Two Harbors’ share price as of November 14, 2025 and reiterated UWMC’s openness to discussing the addition of an incremental member to the UWMC board of directors. The revised draft of the merger agreement submitted by Company C, among other things, increased the amount of the termination fee payable by Two Harbors to 4% of the fully diluted full equity value of the transaction and the circumstances in which such termination fee would be payable by Two Harbors. The merger agreement submitted by Company C also added new closing conditions that no remedy to obtain any required regulatory approvals would impose a burdensome condition on Company C and also required receipt of certain third-party commercial consents beyond regulatory approvals. The revised draft of the merger agreement submitted by UWMC, among other things, accepted the termination fee of 2% of the fully diluted full equity value and provided that UWMC would not be required to commit to any remedy to obtain any required regulatory approvals that would result in an adverse effect that is more than immaterial on UWMC or the business of Two Harbors.

On November 18, 2025, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the strategic rationale and the terms of the revised proposals received from UWMC and Company C. The Ad Hoc Committee discussed that with Company C’s proposal there was less certainty toward the timing of a deal and there was also the possibility of downward valuation adjustments. A representative of Jones Day discussed with the Ad Hoc Committee their duties in connection with the proposed transaction. Also on November 18, 2025, Mr. Ishbia contacted Mr. Greenberg to further express UWMC’s interest in a potential transaction with Two Harbors. No specific transaction terms were discussed.

On November 20, 2025, representatives of Jones Day and representatives of counsel to Company C spoke in order for Jones Day to provide Two Harbors’ initial views on the merger agreement sent by Company C and to ask clarifying questions, focusing primarily on Company C’s contemplated financing arrangements, scope of required regulatory approvals and closing condition requiring the receipt of certain non-regulatory third-party consents.

On November 21, 2025, representatives of Jones Day and representatives of Greenberg Traurig, LLP (“Greenberg Traurig”), as counsel to UWMC, spoke in order for Jones Day to provide Two Harbors’ initial views on the merger agreement sent by UWMC and to ask clarifying questions, focusing primarily on the approach to determining required regulatory approvals and transaction structuring.

On November 21, 2025, the Two Harbors Board met via videoconference, with members of Two Harbors management and representatives of Jones Day and Houlihan Lokey in attendance to discuss the most recent proposals received from UWMC and Company C. A representative of Jones Day discussed the duties of the Two Harbors Board in the context of the proposed business combination. Representatives of Houlihan Lokey reviewed the transaction developments since the most recent Board meeting and the financial terms of the most recent proposals from UWMC and Company C. The representatives of Houlihan Lokey also conveyed to the Two Harbors Board that Company C had requested exclusivity and the reimbursement of expenses but had not conditioned their continuing participation in the process on Two Harbors agreeing to these requests. The Two Harbors Board, with the assistance of representatives of Houlihan Lokey and Jones Day, discussed, among other topics, key terms of the proposals, including the consideration proposed and the conditions related to each proposed transaction. The Two Harbors Board unanimously agreed to continue discussions with each of UWMC and Company C.

Between November 21, 2025 and November 26, 2025, representatives of Two Harbors, including management, and representatives of Houlihan Lokey held a series of individual meetings with each of UWMC and Company C and their respective advisors in connection with each party’s due diligence review of Two Harbors. The topics at these meetings generally focused on Two Harbors’ operations, legal matters, financial, human resources and accounting matters and tax matters.

On November 24, 2025, UWMC provided representatives of Two Harbors, Jones Day and Houlihan Lokey with access to a virtual data room for diligence of UWMC by Two Harbors. The virtual data room was updated with additional due diligence information throughout the ensuing transaction negotiations.

On November 25, 2025, representatives of Jones Day provided revised drafts of the merger agreements to representatives of Greenberg Traurig and to counsel to Company C. The revised draft of the merger agreement sent to counsel to Company C, among other things, reduced the amount of the termination fee payable by Two Harbors to 2.5% of the fully diluted full equity value of the transaction, required Company C to commit to any remedies that may be required to obtain regulatory approvals to consummate the transaction and removed the condition requiring the receipt of certain non-regulatory third-party consents. The revised draft of the merger agreement sent to Greenberg Traurig, among other things, also required UWMC to commit to any remedies that may be required to obtain regulatory approvals to consummate the transaction.

On November 25, 2025, the chief executive officer of Company C hosted Mr. Greenberg for an in-person visit to the Company C headquarters office. Mr. Greenberg and the chief executive officer of Company C talked about the potential transaction, the remaining diligence to be completed and certain key deal points to be resolved between Two Harbors and Company C.

On November 29, 2025, counsel to Company C provided a revised draft of the merger agreement to representatives of Jones Day which, among other things, continued to include the closing conditions from the prior Company C draft that no remedy to obtain any required regulatory approvals would impose a burdensome condition on Company C and the receipt of certain non-regulatory third-party consents. The revised draft of the merger agreement also increased the amount of the termination fee payable by Two Harbors to 3.5% of the fully diluted full equity value of the transaction. The revised draft of the merger agreement further stated that Company C would have available funds to consummate the acquisition but was not accompanied by additional evidence of funds.

Also on December 2, 2025, representatives of UWMC, including Mr. Kolo and Mr. Roslin, hosted a dinner for representatives of Two Harbors, including Mr. Kasnet, Mr. Greenberg and other members of Two Harbors management, in Pontiac, Michigan to discuss the potential transaction. Mr. Ishbia briefly attended the dinner but was not present for the full discussion.

On December 3, 2025, Mr. Kolo, Mr. Roslin and other members of UWMC management, hosted Mr. Kasnet, Mr. Greenberg and other members of Two Harbors management, and representatives from Bank of America, Mizuho and Houlihan Lokey at UWMC’s headquarters in Pontiac, Michigan to learn more about UWMC as a company and to continue discussions regarding the potential transaction and the potential value that could be created as a combined company.

On December 4, 2025, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the status of ongoing negotiations with Company C and UWMC and impressions from the recent in-person meetings with Company C and UWMC. The Ad Hoc Committee discussed process and timing considerations, including scheduling a meeting of the Two Harbors Board to review Houlihan Lokey’s preliminary financial analyses. The Ad Hoc Committee directed Houlihan Lokey to solicit final value improvements from each of UWMC and Company C and indicated a willingness to consider exclusivity if a clear leader emerged.

On December 5, 2025, representatives of Greenberg Traurig provided a revised draft of the merger agreement to representatives of Jones Day which, among other things, provided that UWMC would not be required to commit to any remedy to obtain any required regulatory approvals that would result in an adverse effect that is more than immaterial on UWMC or the business of Two Harbors and included several revisions to the operating restrictions on Two Harbors and UWMC in the period between the signing of the merger agreement and the closing of the transaction. The draft merger agreement proposed that further discussion occur between UWMC and Two Harbors with respect to the treatment of equity awards and employee matters covenants. Also on December 5, 2025, representatives of Two Harbors, including Mr. Greenberg, William Dellal, Vice President and Chief Financial Officer of Two Harbors, Nick Letica, Vice President and Chief Investment Officer of Two Harbors, and other members of Two Harbors management, Houlihan Lokey, UWMC, including Mr. Kolo, Mr. Hasani and Mr. Roslin, Bank of America and Mizuho met via videoconference to discuss each parties’ assessments of potential joint synergies.

On December 5, 2025, representatives of Jones Day provided a revised draft of the merger agreement to counsel to Company C. The draft made counterproposals on the various points that remained under negotiation, including the

removal of the closing conditions that no remedy to obtain any required regulatory approvals would impose a burdensome condition on Company C and the receipt of certain non-regulatory third-party consents. The revised draft of the merger agreement also decreased the amount of the termination fee payable by Two Harbors to 3.0% of the fully diluted full equity value of the transaction.

On December 5, 2025, a representative of Houlihan Lokey had a telephone call with the chief executive officer of Company C to indicate that Two Harbors was anticipating an increase in bids from parties involved in the process. The chief executive officer of Company C indicated that Company C did not have an ability to further increase its purchase price proposal.

On December 8, 2025, the financial advisor to Company A, sent via email to Mr. Greenberg and Mr. Letica, an alternative transaction proposal that would consist of a $1 billion contribution of mortgage servicing rights to Two Harbors, with Two Harbors issuing preferred or common stock in exchange.

On December 9, 2025, at the request of Two Harbors, representatives of Houlihan Lokey verbally communicated a counterproposal to UWMC’s financial advisors to increase the purchase price to $12.75 per share of TWO Common Stock, which was equal to 1.21x Two Harbors’ fully diluted tangible common book value per share as of September 30, 2025, and to utilize a fixed exchange ratio based on the 10-day volume weighted average price of UWMC Class A Common Stock as of the signing date for the price of UWMC’s shares as consideration. UWMC’s financial advisors asked representatives of Houlihan Lokey whether Two Harbors would consider agreeing to exclusivity with UWMC if UWMC accepted Two Harbors’ counterproposal. Representatives of Houlihan Lokey responded that they believed Two Harbors would consider it under such circumstances, subject to the execution of a limited term exclusivity agreement.

On December 10, 2025, Mr. Kolo proposed to Mr. Greenberg increasing UWMC’s proposed purchase price to between 1.170x to 1.175x of Two Harbors’ tangible common book value per fully diluted share as of September 30, 2025. Mr. Greenberg indicated that he was prepared to recommend to the Ad Hoc Committee the proposed purchase price of 1.175x Two Harbors’ tangible common book value per fully diluted share as of September 30, 2025, which implied a purchase price per share of TWO Common Stock of $12.42. Mr. Kolo and Mr. Greenberg discussed fixing the exchange ratio for this proposed purchase price based on the volume weighted average price of UWMC Class A Common Stock for either the 10 or 15 trading days prior to execution of a definitive agreement, with the final number of trading days being subject to further discussion by the parties. Mr. Kolo also stated that UWMC would require a limited period of exclusivity in order to proceed further on the process. On December 10, 2025, UWMC Class A Common Stock closed at a price of $5.61 per share.

Also on December 10, 2025, Company C confirmed to representatives of Houlihan Lokey that the Company C bid remained at 1.10x of the most recent Two Harbors tangible common book value on a fully diluted basis and that there would be approximately $11 million of downward adjustments to Two Harbors’ tangible common book value contingent upon resolving certain balance sheet items in advance of the signing of a transaction with Company C.

On December 11, 2025, representatives of Greenberg Traurig sent a draft limited-term exclusivity agreement to representatives of Jones Day and UWMC made the UWMC Projections available in the virtual data room, which are further described in the section titled “Certain Unaudited Prospective Financial Information” beginning on page 59.

On December 11, 2025, representatives of Jones Day provided a revised draft of the merger agreement to representatives of Greenberg Traurig and an initial draft of the Two Harbors Disclosure Letter to the merger agreement (the “Two Harbors Disclosure Letter”). The draft made counterproposals on various points that remained under negotiation, including the treatment of Two Harbors equity awards, certain covenants covering the operation of Two Harbors’ and UWMC’s operations during the period between the signing and the closing of the merger agreement and certain covenants relating to Two Harbors providing financing cooperation to UWMC and, among other things, substantially accepted UWMC’s proposal on the required efforts standard to obtain any required regulatory approvals to consummate the transaction.

On December 11, 2025 and December 12, 2025, representatives of Two Harbors and its tax and accounting advisor attended separate calls with representatives of UWMC and its respective tax and accounting advisors for the purposes of conducting tax and financial diligence on UWMC.

On December 12, 2025, Mr. Greenberg and Mr. Kolo discussed the exchange ratio mechanics and agreed that they would recommend to their respective boards of directors that the price of the UWMC Class A Common Stock for the purpose of computing the exchange ratio be fixed based on the volume weighted average price of UWMC Class A Common Stock for the 15 trading days period ending on December 16, 2025.

On December 12, 2025, representatives of Jones Day and Greenberg Traurig negotiated the terms of and finalized the limited-term exclusivity agreement. The limited-term exclusivity agreement provided for a period of exclusivity until 11:59 p.m. (Eastern time) on December 24, 2025 and an automatic extension through 11:59 p.m. (Eastern time) on December 31, 2025, if Two Harbors and UWMC continued to negotiate in good faith definitive transaction documentation with respect to the transaction at the time of expiration of the initial exclusivity period. In addition, the exclusivity period would automatically terminate upon the earlier to occur of the execution by Two Harbors and UWMC of a definitive merger agreement or upon UWMC communicating to Two Harbors any material change in the economic terms of the proposed transaction as of December 10, 2025.

On December 12, 2025, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the status of the negotiations to date with each of Company C and UWMC. A representative of Jones Day again discussed with the Ad Hoc Committee their duties in connection with the proposed transaction, the terms of the latest draft of the merger agreement with UWMC and provided an update on the reverse due diligence process of UWMC. Representatives of Houlihan Lokey then reviewed with the Ad Hoc Committee the financial terms of the latest UWMC and Company C proposals as well as the latest proposal from Company A. The Ad Hoc Committee also discussed the request by UWMC for an exclusive negotiating period to finalize the transaction and reviewed the terms of the limited-term exclusivity agreement. The Ad Hoc Committee determined UWMC’s proposal to be superior and unanimously approved entry into the limited-term exclusivity agreement with UWMC. Following the Ad Hoc Committee meeting in the evening of December 12, 2025, Two Harbors and UWMC entered into the limited-term exclusivity agreement. On December 12, 2025, UWMC Class A Common Stock closed at a price of $5.38 per share.

On December 13 and 14, 2025, Mr. Greenberg and Mr. Kolo discussed the timing for the transaction and a proposed plan to sign and announce the transaction prior to market open on December 17, 2025. In light of this timing, Mr. Greenberg and Mr. Kolo discussed the exchange ratio implied by the proposed purchase price and the potential impact on the exchange ratio when expressed relative to the closing price of UWMC Class A Common Stock if the UWMC Class A Common Stock were to decline or increase significantly in price over the course of the trading days on December 15, 2025 and December 16, 2025. In particular, even though the pricing mechanics would deliver a 117.5% premium to Two Harbors’ fully diluted tangible book value relative to a volume weighted 15-trading day average, it would appear only as 112.5% when expressed relative to the closing price of UWMC Class A Common Stock on December 12, 2025. In order to address these potential price changes, Mr. Kolo proposed to Mr. Greenberg that the exchange ratio be calculated based on the higher of: (i) the closing price of UWMC Class A Common Stock on the date prior to signing and (ii) the volume weighted average price of UWMC Class A Common Stock for the 15 trading days prior to execution of a definitive agreement but requiring that the exchange ratio be restricted so that the implied price per share of TWO Common Stock would not be lower than $11.94 (reflecting a multiple of 1.13x Two Harbors’ tangible common book value per fully diluted share as of September 30, 2025) or higher than $12.42 (reflecting the agreed upon multiple of 1.175x Two Harbors’ tangible common book value per fully diluted share as of September 30, 2025) when expressed relative to the UWMC Class A Common Stock closing price on the date prior to signing. Based on the closing price of the UWMC Class A Common Stock on December 12, 2025 of $5.38 per share, the exchange ratio under this proposal would equal to 2.2201 shares of UWMC Class A Common Stock per share of TWO Common Stock. Without that restriction and using the volume weighted 15-day average as of December 12, 2025, the exchange ratio would have been 2.2095.

On December 14, 2025, representatives of Greenberg Traurig provided a revised draft of the merger agreement and a revised draft of the Two Harbors Disclosure Letter to representatives of Jones Day. The revised draft of the merger agreement made counterproposals on the various points that remained under negotiation, including certain covenants related to employee matters, certain covenants covering the operation of Two Harbors’ and UWMC’s operations during the period between the signing and the closing of the merger agreement and certain covenants relating to Two Harbors providing financing cooperation to UWMC. Also on December 14, 2025, representatives of Greenberg Traurig provided an initial draft of the Parent Disclosure Letter to the merger agreement (the “Parent Disclosure Letter”) to representatives of Jones Day.

On December 15, 2025, the Two Harbors Board met via videoconference together with representatives of Jones Day and Houlihan Lokey. A representative of Jones Day discussed the duties of the Two Harbors Board in the context

of the proposed business combination and reviewed the terms of the merger agreement, including conditions to the closing of the merger, no-shop restrictions, termination rights, the termination fee and the regulatory efforts covenants of UWMC, and further shared the findings from Two Harbors’ reverse legal due diligence of UWMC. Representatives of Houlihan Lokey then reviewed with the Two Harbors Board the financial terms of the latest UWMC and Company C proposals and Houlihan Lokey’s preliminary financial analyses of Company C and UWMC. Also on December 15, 2025, representatives of Jones Day provided revised drafts of the merger agreement and the Two Harbors Disclosure Letter to representatives of Greenberg Traurig. The revised draft of the merger agreement made counterproposals on the various points that remained under negotiation, including the employee matters covenants.

On December 16, 2025, Mr. Greenberg received an unsolicited letter from a representative of Company C, presenting a further revised proposal. Such proposal reflected an all-cash offer of 1.15x fully diluted adjusted tangible common book value per share, representing a 23% premium to Two Harbors’ share price as of December 15, 2025. The consideration would be determined based on the book value prior to closing rather than a fixed price as of the signing of the transaction. The letter stated Company C’s intention to finance the purchase price with a combination of Company C’s on-hand liquidity and financing sources, including secured financing lines, but did not provide additional information to allow for an evaluation of Company C’s financing sources or progress to obtain such financing. The letter did not address various points that were unresolved in the merger agreement with Company C, including, among others, Company C’s position that the closing of the transaction would be conditioned on the receipt of certain non-regulatory third-party consents.

On December 16, 2025, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey. The representatives of Jones Day provided an update on the negotiated terms of the merger agreement. Members of Two Harbors management, together with representatives of Houlihan Lokey, updated the Ad Hoc Committee on the unsolicited letter from a representative of Company C received earlier that day. Members of management, together with representatives of Houlihan Lokey and Jones Day, noted that Two Harbors was subject to a limited-term exclusivity agreement with UWMC and, in the event Two Harbors desired to engage with Company C on the unsolicited letter, it would not be in a position to engage with Company C until the exclusivity period expired. The Ad Hoc Committee, with the assistance of representatives of Houlihan Lokey and Jones Day, discussed the unsolicited letter from Company C and decided that the letter did not warrant further engagement by Two Harbors because, among other issues with the non-binding proposal from Company C, the letter did not provide additional information to allow for an evaluation of Company C’s financing sources or progress to obtain such financing and also did not address the open points that were unresolved in the merger agreement with Company C. After discussion, and after taking into consideration all of the information presented and discussed in the several prior communications and meetings among representatives of Two Harbors’ management, the Two Harbors Board and Two Harbors’ advisors that occurred during the course of the negotiations between UWMC and Two Harbors, the Ad Hoc Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of Two Harbors and its stockholders and (ii) determined to recommend to the Two Harbors Board that the Two Harbors Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

On the afternoon of December 16, 2025, the UWMC Board met via videoconference to approve the merger agreement, with representatives of UWMC’s senior management, Greenberg Traurig, Bank of America and Mizuho in attendance. At the meeting, UWMC’s senior management provided the UWMC Board with an overview and summary of the proposed acquisition of Two Harbors. Following this discussion, representatives of GT reviewed with the UWMC Board the duties of directors in connection with transactions of this type. Representatives from GT then summarized the final terms of the merger agreement. After further discussions, and after taking into consideration all of the information presented and discussed in the several prior communications and meetings among UWMC’s senior management, the UWMC Board unanimously (i) determined that the Merger Agreement and the other transactions contemplated therein, including the Merger and the UWMC Stock Issuance, are fair to and in the best interests of UWMC and its stockholders and (ii) approved and declared advisable the Merger Agreement and the execution, delivery and performance of the Merger Agreement, including the UWMC Stock Issuance.

On December 16, 2025, the UWMC Class A Common Stock closed at a price of $5.12 per share, which, based on the exchange ratio limits discussed by the representatives of UWMC and Two Harbors, resulted in an exchange ratio equal to 2.3328 shares of UWMC Class A Common Stock per share of TWO Common Stock.

On December 16, 2025 and into the early morning of December 17, 2025, representatives of Jones Day and Greenberg Traurig finalized the merger agreement, Two Harbors Disclosure Letter and Parent Disclosure Letter.

On the morning of December 17, 2025, the Two Harbors Board met via videoconference together with representatives of Jones Day and Houlihan Lokey. A representative of Jones Day reviewed the directors’ duties in connection with their consideration of the proposed transaction and the final terms of the negotiated Merger Agreement. Members of Two Harbors management, together with representatives of Houlihan Lokey, updated the Two Harbors Board on the unsolicited letter from a representative of Company C received the prior day and the Ad Hoc Committee’s determination that the letter did not warrant further engagement with Company C given, among other things, the open questions that remained around Company C’s financing for the transaction and the conditionality contained in Company C’s draft of the merger agreement. The Two Harbors Board concurred with the views of the Ad Hoc Committee with respect to the unsolicited offer from Company C. Representatives of Houlihan Lokey then reviewed with the Two Harbors Board its final financial analysis of Two Harbors, UWMC and the proposed Merger. Thereafter, as requested by the Two Harbors Board, a representative of Houlihan Lokey orally rendered its opinion to the Two Harbors Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Two Harbors Board dated December 17, 2025), as to the fairness, from a financial point of view, to the holders of TWO Common Stock, of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement, as more fully described in the section entitled “The Merger—Opinion of Two Harbors’ Financial Advisor, Houlihan Lokey” beginning on page 53. The Two Harbors Board then unanimously (1) determined and declared that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable and in the best interests of, Two Harbors and its stockholders; (2) duly authorized and approved the execution, delivery and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (3) directed that approval of the Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of TWO Common Stock at the Two Harbors special meeting; and (4) resolved to recommend that the holders of TWO Common Stock approve the Merger and the other transactions contemplated by the Merger Agreement.

Later in the morning of December 17, 2025, following the Two Harbors Board meeting on such date, UWMC and Two Harbors executed the Merger Agreement and, prior to the opening of trading, issued a joint press release announcing the Merger Agreement and the Merger.

Following the public announcement of the Merger, the chief executive officer of Company C called Mr. Greenberg to propose a potential purchase of mortgage servicing rights from Two Harbors. Towards the end of the conversation, the chief executive officer of Company C raised the recently announced transaction between UWMC and Two Harbors. Mr. Greenberg informed the chief executive officer of Company C that Mr. Greenberg was not permitted to engage in conversations about a potential transaction in accordance with the non-solicitation covenants contained in the Merger Agreement.

In the afternoon of December 17, 2025, a representative of Company C submitted an unsolicited offer letter to Mr. Greenberg and representatives of Houlihan Lokey containing a further revised proposal. Such proposal’s terms reiterated those set forth in Company C’s proposal letter dated December 16, 2025 and again reflected an all-cash offer of 1.15x fully diluted adjusted tangible common book value per share, representing a 23% premium to Two Harbors’ share price as of December 15, 2025. The consideration would be determined based on the tangible common book value prior to closing rather than a fixed price as of the signing of the transaction. The letter further stated that Company C did not anticipate any financing contingency, but did not provide financing commitments or additional information on funding sources beyond the previously communicated sources of funds.

In the evening of December 17, 2025, a representative of Jones Day notified representatives of UWMC and Greenberg Traurig that Two Harbors had received an unsolicited letter from Company C and provided a redacted copy thereof in the transmittal.

On December 18, 2025, the Two Harbors Board convened a meeting by videoconference with members of Two Harbors management and representatives of Jones Day and Houlihan Lokey in attendance. A representative from Jones Day discussed with the Two Harbors Board the covenants and obligations relating to non-solicitation of competing proposals under the Merger Agreement and the process in the event that Two Harbors received a competing proposal. After the Two Harbors Board asked various questions of its advisors and Two Harbors management, and after further discussion, the Two Harbors Board unanimously determined that, while the Company C offer of December 17, 2025 was not a superior proposal, such offer could reasonably be expected to lead to a superior proposal and authorized Two Harbors’ management and advisors to enter into discussions with, and to pose further questions to, Company C to explore the possibility of the transaction with Company C.

In the evening of December 18, 2025, counsel to Company C sent a mark-up of the Merger Agreement to representatives of Jones Day and representatives of Jones Day provided a copy of the Two Harbors Disclosure Letter to the Merger Agreement to counsel to Company C.

On December 19, 2025, representatives of Two Harbors, Jones Day and Houlihan Lokey, prepared and sent a list of supplemental questions to counsel to Company C that were intended to provide the Two Harbors Board with additional information regarding Company C’s proposal, which questions sought additional information on how Company C intended to finance the transaction, inquired whether Company C would be willing to agree to a fixed price per share as of the signing rather than on an amount to be determined prior to closing in order to facilitate a comparison to the fixed exchange ratio agreed by UWM, requested information on the regulatory approvals that would be required and whether Company C contemplated taking any actions that could potentially delay receipt of the required approvals, sought confirmation that Company C would pay the termination fee in connection with any termination of the Merger Agreement and requested a list of any specific documents Company C needed to review prior to signing.

On December 20, 2025, representatives of Houlihan Lokey spoke with representatives of Company C and the financial advisor to Company C and discussed Company C’s unsolicited competing proposal, Company C’s plans for financing the transaction and whether Company C would be willing to agree to a fixed purchase price at signing.

On December 21, 2025, representatives of Company C informed Houlihan Lokey that Company C had determined not to further pursue a potential competing transaction involving Two Harbors, and, accordingly, Company C was discontinuing its evaluation of such a transaction. Company C had further informed Houlihan Lokey that Company C was not prepared to agree to a fixed price per share as of the signing, given the length of time and potential volatility in book value that Company C would be assuming, and that the requirement to obtain committed financing, above and beyond its existing secured financing lines and previously communicated sources of funding for the transaction, inclusive of redeeming the preferred stock at the time of closing (and the costs and expenses associated therewith), reduced the net value of the transaction to Company C. Later on December 21, 2025, Two Harbors management informed the Two Harbors Board of the further discussions with Company C and of Company C’s determination not to proceed with its competing proposal.

On December 16, 2025, after careful consideration, the UWMC Board unanimously (i) determined that the Merger Agreement and the other transactions contemplated therein, including the Merger and the UWMC Stock Issuance, are in the best interests of UWMC and its stockholders and (ii) approved the Merger Agreement and the other transactions contemplated therein, including the Merger and the UWMC Stock Issuance.

UWMC believes that the Merger will create sustainable long-term value for its stockholders. Key strategic benefits to UWMC include (not in any relative order of importance):

By vote at a meeting held on December 17, 2025, after careful consideration, the Two Harbors Board unanimously (i) determined and declared that the Merger Agreement and the transactions contemplated therein, including the Merger, were advisable and in the best interests of, Two Harbors and its stockholders; (ii) duly authorized and approved the execution, delivery and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (iii) directed that approval of the Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of TWO Common Stock at the Two Harbors special meeting; and (iv) resolved to recommend that Two Harbors common stockholders approve the Merger and the other transactions contemplated by the Merger Agreement. The Two Harbors Board unanimously recommends that Two Harbors common stockholders vote “FOR” the Merger Proposal, “FOR” the Two Harbors Non-Binding Compensation Advisory Proposal and “FOR” the Two Harbors Adjournment Proposal.

In reaching its determination and recommendations, the Two Harbors Board evaluated the Merger Agreement and the other transactions contemplated therein in consultation with Two Harbors’ senior management and outside legal and financial advisors and carefully considered numerous factors that the Two Harbors Board viewed as supporting its decision, including, but not limited to, the following material factors:

Attractive Value of Consideration. The Two Harbors Board assessed the value and nature of the consideration to be received in the Merger by Two Harbors common stockholders, including:

Anticipated Characteristics of the Combined Company. The Two Harbors Board considered the anticipated profile of the combined company in which Two Harbors common stockholders would receive shares, including the following:

Consideration of Available Alternatives. The belief of the Two Harbors Board that the Merger is more attractive to Two Harbors than other available alternatives, including remaining as a standalone company, pursuing other acquisitions reasonably available to Two Harbors, or seeking a transaction with an alternative merger partner and that, as a result of the targeted bid process conducted by Two Harbors and its robust negotiations with multiple bidders, including UWMC, Two Harbors maximized stockholder value and obtained UWMC’s best and final offer;

Risks Associated with Operating as a Standalone Business. The risks inherent in operating as a standalone company, including:

Governance. The governance of the combined company, including that:

Opportunity to Receive Competing Proposals and to Terminate the Merger Agreement in Order to Accept a Superior Proposal. The Two Harbors Board considered the terms of the Merger Agreement related to Two Harbors’ ability to respond to unsolicited competing acquisition proposals, and believes that the provisions of the Merger Agreement would not deter or preclude third parties from making a competing proposal and that the Two Harbors Board would be able, under certain circumstances, to furnish information and enter into discussions and negotiations in connection with a competing proposal. In this regard, the Two Harbors Board considered that:

Receipt of Fairness Opinion from Houlihan Lokey. The Two Harbors Board considered the oral opinion rendered by Houlihan Lokey to the Two Harbors Board on December 17, 2025 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Two Harbors Board dated December 17, 2025), as to, as of such date, the fairness, from a financial point of view, to the holders of TWO Common Stock of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement, as more fully described under the heading “—Opinion of Two Harbors’ Financial Advisor, Houlihan Lokey Capital, Inc.” beginning on page 53;

Terms of the Merger Agreement. The Two Harbors Board reviewed and considered the terms of the Merger Agreement, taken as a whole, including:

In the course of its deliberations, the Two Harbors Board also considered a variety of risks and other potentially negative factors, including the following:

The Two Harbors Board believed that, overall, the potential benefits of the Merger to Two Harbors stockholders outweighed the potential risks and uncertainties of the Merger.

In addition, the Two Harbors Board was aware of and considered that Two Harbors directors and executive officers may have interests in the Merger that may be different from, or in addition to, their interests as stockholders of Two Harbors generally, as described below under the heading “—Interests of Two Harbors’ Directors and Executive Officers in the Merger” beginning on page 62.

The foregoing discussion of factors considered by the Two Harbors Board is not intended to be exhaustive and may not include all of the factors considered by the Two Harbors Board, but it includes the material factors considered by the Two Harbors Board. In light of the variety of factors considered in connection with its evaluation of the Merger, the Two Harbors Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Two Harbors Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Two Harbors Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Two Harbors Board viewed its position and recommendation as being based on an overall review of the totality of the information available to it, including discussions with Two Harbors’ management and outside legal and financial advisors, and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The reasoning of the Two Harbors Board and other information presented in this section is forward-looking in nature, and should be read in light of the factors set forth in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

For the reasons set forth above, the Two Harbors Board has unanimously (i) determined and declared that the Merger Agreement and the transactions contemplated therein, including the Merger, are advisable and in the best interests of, Two Harbors and its stockholders; (ii) duly authorized and approved the execution, delivery and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (iii) directed that approval of the Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of TWO Common Stock at the Two Harbors special meeting; and (iv) resolved to recommend that Two Harbors common stockholders approve the Merger and the other transactions contemplated by the Merger Agreement. The Two Harbors Board unanimously recommends that Two Harbors common stockholders vote “FOR” the Merger Proposal, “FOR” the Two Harbors Non-Binding Compensation Advisory Proposal and “FOR” the Two Harbors Adjournment Proposal.

On December 17, 2025, Houlihan Lokey orally rendered its opinion to the Two Harbors Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Two Harbors Board dated December 17, 2025) as to, as of such date, the fairness, from a financial point of view, to the holders of TWO Common Stock, of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement.

Houlihan Lokey’s opinion was furnished for the use of the Two Harbors Board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of TWO Common Stock of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Two Harbors Board, Two Harbors, UWMC, any security holder or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.

In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. Management of Two Harbors advised Houlihan Lokey, and at the Two Harbors Board’s direction Houlihan Lokey assumed, that the Two Harbors Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of Two Harbors. In addition, at the Two Harbors Board’s direction, Houlihan Lokey assumed that the UWMC Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of UWMC as to the future financial results and condition of UWMC. At the Two Harbors Board’s direction, Houlihan Lokey assumed that the Two Harbors Projections and the UWMC Projections provided a reasonable basis on which to evaluate Two Harbors, UWMC and the Merger and Houlihan Lokey, at the Two Harbors Board’s direction, used and relied upon the Two Harbors Projections and the UWMC Projections for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the Two Harbors Projections, the UWMC Projections or the respective assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the businesses, assets, liabilities, financial condition, results of operations, cash flows or prospects of Two Harbors or UWMC since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

In addition, Two Harbors advised Houlihan Lokey, and for purposes of its analyses and opinion Houlihan Lokey at the direction of the Two Harbors assumed, that (i) UWMC’s capital structure authorized four classes of common stock: UWMC Class A Common Stock, UWMC Class B Common Stock, UWMC Class C Common Stock and UWMC Class D Common Stock, (ii) each share of UWMC Class A Common Stock and UWMC Class B Common Stock had the same economic interest in UWMC, with UWMC Class A Common Stock having one vote per share and UWMC Class B Common Stock having 10 votes per share, (iii) UWMC Class C Common Stock and UWMC Class D Common Stock did not have any economic rights, but had one vote per share and 10 votes per share, respectively, (iv) pursuant to UWMC’s certificate of incorporation, only SFS Holding Corp. (“SFS Corp.”) and its stockholders were permitted to hold UWMC Class B Common Stock or UWMC Class D Common Stock, (v) SFS Corp. held Class B Common Units

of UWM Holdings, LLC and an equal number of shares of UWMC Class D Common Stock (each, a “Paired Interest”), (vi) each Paired Interest could be exchanged at any time by SFS Corp. into, at the option of UWMC, either (a) cash or (b) one share of the UWMC Class B Common Stock, and (vii) each share of UWMC Class B Common Stock was convertible into one share of UWMC Class A Common Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. Accordingly, for purposes of its analyses and opinion Houlihan Lokey, at Two Harbors’ direction, assumed that each share of UWMC Class A Common Stock, each share of UWMC Class B Common Stock and each Paired Interest had equivalent value.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger would be satisfied without waiver thereof , and (d) the Merger would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey also assumed, with the Two Harbors Board’s consent, that the Merger would qualify, for federal income tax purposes, as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of Two Harbors or UWMC, or otherwise have an effect on the Merger, Two Harbors or UWMC or any expected benefits of the Merger that would be material to Houlihan Lokey’s analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any material respect from the draft of the Merger Agreement identified above.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Two Harbors, UWMC or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Two Harbors or UWMC was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Two Harbors or UWMC was or may have been a party or was or may have been subject.

Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Houlihan Lokey did not express any view or opinion as to what the value of UWMC Common Stock or UWMC Preferred Stock actually would be when issued in the Merger or the price or range of prices at which TWO Common Stock, TWO Preferred Stock, UWMC Common Stock or UWMC Preferred Stock may be purchased or sold, or otherwise be transferable, at any time. Houlihan Lokey assumed that the UWMC Common Stock to be issued in the Merger to holders of TWO Common Stock would be listed on the New York Stock Exchange.

Houlihan Lokey’s opinion was furnished for the use of the Two Harbors Board (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Two Harbors Board, Two Harbors any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Two Harbors Board, Two Harbors, its security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Exchange Ratio to the extent expressly specified in its opinion), including, without limitation, the

Preferred Merger Consideration, (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of Two Harbors, or to any other party, except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might have been available for Two Harbors, UWMC or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of Two Harbors’ or any other party’s security holders or other constituents vis-à-vis any other class or group of Two Harbors’ or such other party’s security holders or other constituents (including, without limitation, the fairness of the Exchange Ratio relative to the Preferred Merger Consideration or the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not Two Harbors, UWMC, their respective security holders or any other party is receiving or paying reasonably equivalent value in the Merger (other than the Exchange Ratio to the extent expressly specified in Houlihan Lokey’s opinion), (vii) the solvency, creditworthiness or fair value of Two Harbors, UWMC or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Exchange Ratio or otherwise. Houlihan Lokey’s opinion did not address the individual circumstances of specific security holders with respect to control, voting or other rights, preferences, agreements, obligations, assets, liabilities, aspects or relationships which may distinguish such holders; the different voting or other non-economic attributes of the different classes of equity securities of Two Harbors or UWMC or any redemption or transfer restrictions, registration rights, tax protection rights, debt guarantee or other rights, restrictions or limitations or other non-financial factors that could impact the potential value of the shares of UWMC Class A Common Stock to be issued in the Merger pursuant to the Merger Agreement. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Two Harbors Board, on the assessments by the Two Harbors Board, Two Harbors and their respective advisors, as to all legal, regulatory, environmental, accounting, insurance, tax and other similar matters with respect to Two Harbors, UWMC and the Merger or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to Two Harbors or the Merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Two Harbors Projections and the UWMC Projections and the implied Exchange Ratio reference ranges indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Two Harbors and UWMC. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Two Harbors Board in evaluating the Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Exchange Ratio or of the views of the Two Harbors Board or Two Harbors management with respect to the Merger or the Exchange Ratio. Under the terms of its engagement by Two Harbors, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the proposed Merger or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the Two Harbors Board, Two Harbors, UWMC, any security holder or creditor of Two Harbors or UWMC or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the Merger were determined through negotiation between Two Harbors and UWMC, and the decision to enter into the Agreement was solely that of the Two Harbors Board.

In preparing its opinion to the Two Harbors Board, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various

quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Two Harbors Board on December 17, 2025. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

Unless the context indicates otherwise, share prices used in the selected companies analysis described below were based on the closing price of the common stock of the selected companies listed below as of December 16, 2025, and transaction values for the selected transactions analysis described below were based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial performance of Two Harbors relied upon for the financial analyses described below were based on the Two Harbors Projections and the estimates of the future financial performance of UWMC relied upon for the financial analyses described below were based on the UWMC Projections. The estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant.

The financial data reviewed included:

With respect to Two Harbors, the selected companies and corresponding financial data were:

With respect to UWMC, the selected companies and corresponding financial data were:

Two Harbors. Taking into account the results of the selected companies analysis of Two Harbors, Houlihan Lokey applied a selected range of 0.75x to 1.10x to Two Harbors’ tangible book value per share as of September 30, 2025.

UWMC. Taking into account the results of the selected companies analysis of UWMC, Houlihan Lokey applied a selected range of 10.0x to 13.0x to UWMC’s estimated 2026 earnings per share.

The selected companies analysis indicated an implied Exchange Ratio reference range of 1.17 to 2.24 shares of UWMC Common Stock for each share of TWO Common Stock, as compared to the Exchange Ratio of 2.3328 shares of UWMC Common Stock for each share of TWO Common Stock provided for in the Merger pursuant to the Merger Agreement.

Selected Transactions Analysis. With respect to Two Harbors, Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. The financial data reviewed included transaction value as a multiple of Tangible Book Value and the selected transactions and corresponding low financial data were:

Taking into account the results of the selected transactions analysis of Two Harbors, Houlihan Lokey applied a selected multiple range of 0.95x to 1.15x to Two Harbors’ tangible book value per share as of September 30, 2025. The selected transactions analysis of Two Harbors and the selected companies analyses of UWMC indicated an implied Exchange Ratio reference range of 1.49 to 2.34 shares of UWMC Common Stock for each share of TWO Common Stock, as compared to the Exchange Ratio of 2.3328 shares of UWMC Common Stock for each share of TWO Common Stock provided for in the Merger pursuant to the Merger Agreement.

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of Two Harbors and UWMC based on the Two Harbors Projections and the UWMC Projections, respectively. With respect to Two Harbors,

Houlihan Lokey applied a range of terminal value multiples of 0.75x to 1.10x to Two Harbors’ estimated 2029E tangible book value per share as and discount rates ranging from 10.5% to 12.5%. With respect to UWMC, Houlihan Lokey applied a range of terminal value multiples of 10.0x to 13.0x to UWMC’s estimated 2028E earnings per share and discount rates ranging from 10.5% to 12.5%. The discounted cash flow analysis indicated an implied Exchange Ratio reference range of 1.12 to 1.92 shares of UWMC Common Stock for each share of TWO Common Stock, as compared to the Exchange Ratio of 2.3328 shares of UWMC Common Stock for each share of TWO Common Stock provided for in the Merger pursuant to the Merger Agreement.

Houlihan Lokey was engaged by Two Harbors to act as its financial advisor in connection with a possible merger, consolidation, business combination, sale or other similar transaction. Two Harbors engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers, acquisitions, divestitures, leveraged buyouts, financings and financial restructurings. Pursuant to its engagement by Two Harbors, which fee is fee based on the value of the Merger (taking into account the value of the UWMC Class A Common Stock based on the average of the last sale or closing price for the ten trading days immediately prior to the Closing) (the “Transaction Fee”). Based on the average closing price of UWMC Class A Common Stock for the ten trading days ending on the record date, the Transaction Fee in the aggregate is currently estimated to total approximately $13.9 million. The actual Transaction Fee will depend on the trading price of UWMC Class A Common Stock during the ten trading days immediately prior to the Closing and may be higher or lower than this estimate. Payment of the Transaction Fee is contingent upon the consummation of the Merger. Houlihan Lokey also became entitled to a fee of $500,000 upon Houlihan Lokey’s engagement by Two Harbors and $1,250,000 upon Houlihan Lokey’s delivery of its opinion to the Two Harbors Board. Both such fees are creditable against the Transaction Fee. Two Harbors has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, Two Harbors, UWMC, or any other party that may be involved in the Merger and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger.

Houlihan Lokey and certain of its affiliates have in the past provided, and are currently providing, investment banking, financial advisory and/or other financial or consulting services to Two Harbors, for which Houlihan Lokey and its affiliates have received, and expect to receive, compensation, including, among other things, during the two years prior to the date of its opinion, having provided certain financial advisory services to Two Harbors in connection with its review of strategic alternatives and consideration of strategic transactions, for which Houlihan Lokey and its affiliates have received aggregate compensation of approximately $2,500,000. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to Two Harbors, UWMC, other participants in the Merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, Two Harbors, UWMC, other participants in the Merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Two Harbors does not, as a matter of course, publicly disclose long-term consolidated forecasts as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. In connection with the Two Harbors Board’s consideration of the transaction, Two Harbors’ management prepared certain unaudited financial projections regarding Two Harbors’ future performance for the fiscal years 2025 through 2029 on a standalone basis (the “Two Harbors Projections”) without giving effect to the Merger, and provided the Two Harbors Projections to the Two Harbors Board in connection with its evaluation of the proposed Merger and to Two Harbors’ financial advisor, Houlihan Lokey, as approved by Two Harbors

for Houlihan Lokey’s use and reliance in connection with its financial analyses and opinion (see the section described above in this proxy statement/prospectus entitled “The Merger—Opinion of Two Harbors’ Financial Advisor” beginning on page 53 of this proxy statement/prospectus). See also the section entitled “The Merger—Background of the Merger” beginning on page 38.

UWMC does not, as a matter of course, publicly disclose long-term consolidated forecasts as to its future performance, earnings or other results, given among other reasons the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates in any forecast. As described in the section entitled “The Merger—Background of the Merger,” UWMC management prepared and provided to Two Harbors and Houlihan Lokey on December 11, 2025 certain unaudited prospective financial information of UWMC on a standalone basis for fiscal years 2026 through 2028 (the “UWMC Projections”). The UWMC Projections were provided to the Two Harbors Board in connection with its evaluation of the proposed Merger and to Houlihan Lokey, as approved by Two Harbors for Houlihan Lokey’s use and reliance in connection with its financial analyses and opinion.

None of the Two Harbors Projections or the UWMC Projections were prepared on the same basis as the historical pro forma financial information included in this proxy statement/prospectus in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”.

The summary of the Two Harbors Projections and the UWMC Projections is being included in this proxy statement/prospectus to give Two Harbors stockholders access to non-public information that was provided to the Two Harbors Board and Two Harbors’ financial advisor, Houlihan Lokey, for the purposes described above, and are not intended to influence your decision whether to vote in favor of the merger proposal or any other proposal at the special meeting. The inclusion of this information should not be regarded as an indication that any of Two Harbors, UWMC, their respective advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

While presented with numeric specificity, the Two Harbors Projections and the UWMC Projections reflect numerous estimates and assumptions that are inherently uncertain and may be beyond the control of Two Harbors and UWMC, including, among others, assumptions related to Two Harbors’ and UWMC’s portfolio composition, performance, investment strategy and target leverage ratios, contractual obligations, prevailing and projected interest rates, operating expenses, the mortgage loan market, origination and servicing volumes, home prices, U.S. residential real estate market conditions, macroeconomic conditions, regulatory risks, and other matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements”, “Where You Can Find More Information and Incorporation by Reference”, and “Risk Factors”, beginning on pages 28, 126 and 19, respectively. The Two Harbors Projections and the UWMC Projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Neither Two Harbors nor UWMC can give any assurance that the Two Harbors Projections or the UWMC Projections and the underlying estimates and assumptions will be realized. In addition, since the Two Harbors Projections and the UWMC Projections cover multiple years, such information by its nature becomes more speculative with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.

The Two Harbors Projections and the UWMC Projections were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The prospective financial information included in this document for the Two Harbors Projections has been prepared by, and is the responsibility of, Two Harbors’ management. The prospective financial information included in this document for the UWMC Projections has been prepared by, and is the responsibility of, UWMC’s management. Neither Ernst & Young LLP, Deloitte & Touche LLP, nor any other independent accountant has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to such prospective financial information and accordingly, neither Ernst & Young LLP, Deloitte & Touche LLP, nor any other independent accountant have expressed an opinion or any other form of assurance on such information or its achievability, and Ernst & Young LLP and Deloitte & Touche LLP assume no responsibility for, and disclaim any association with, the prospective financial information. The reports of Ernst & Young LLP and Deloitte & Touche LLP incorporated by reference into this proxy statement/prospectus relate to Two Harbors’ historical audited financial statements or UWMC’s historical audited financial statements, as applicable, and do not extend to the unaudited prospective financial information and should not be read to do so.

Furthermore, the Two Harbors Projections and the UWMC Projections do not take into account any circumstances or events occurring after the date they were prepared. Neither Two Harbors nor UWMC can give any assurance that, had the Two Harbors Projections or the UWMC Projections been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, neither Two Harbors nor UWMC intends to, and each of Two Harbors and UWMC disclaims any obligation to, make publicly available any update or other revision to the Two Harbors Projections or the UWMC Projections to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. Neither the Two Harbors Projections nor the UWMC Projections take into account all the possible financial and other effects on Two Harbors or UWMC of the Merger, the effect on Two Harbors or UWMC of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, neither the Two Harbors Projections nor the UWMC Projections take into account the effect on Two Harbors or UWMC of any possible failure of the Merger to occur. None of Two Harbors, UWMC, or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Two Harbors or UWMC stockholder or other person regarding Two Harbors’ or UWMC’s ultimate performance compared to the information contained in the Two Harbors Projections or the UWMC Projections or to the effect that the forecasted results will be achieved. The inclusion of the Two Harbors Projections and the UWMC Projections herein should not be deemed an admission or representation by Two Harbors, UWMC, or their respective advisors or any other person that they are viewed as material information of Two Harbors or UWMC, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing, and considering that the special meeting will be held several months after the Two Harbors Projections and the UWMC Projections were prepared, as well as the uncertainties inherent in any forecasted information, Two Harbors stockholders are cautioned not to place undue reliance on such information, and Two Harbors and UWMC urge all Two Harbors stockholders to review Two Harbors’ and UWMC’s most recent SEC filings for a description of the reported financial results of Two Harbors and UWMC, respectively. See “Where You Can Find More Information and Incorporation by Reference” beginning on page 126.

Subject to the foregoing qualifications, the following table presents a summary of the Two Harbors Projections, based on information and assumptions that include, among others, assumptions related to Two Harbors’ portfolio composition (including investments in securities and MSR, and respective financing balances), performance, investment strategy and target leverage ratios, contractual obligations, prevailing and projected interest rates, operating expenses, the mortgage loan market and mortgage spreads, origination and servicing volumes, home prices, U.S. residential real estate market conditions, macroeconomic conditions, asset availability and regulatory risks.

UWMC took into consideration the following industry projections for 2026 through 2028 set forth in the Mortgage Bankers Association’s “MBA Mortgage Finance Forecast of November 18, 2025” (the “MBA Report”), which is a publicly-available leading third party industry publication, that provides macroeconomic assumptions about the mortgage industry as a whole. UWMC reviewed the reasonableness of the macroeconomic assumptions below which were set forth in the MBA Report and the potential impact thereof on mortgage originations. While UWMC believes the use of such information and assumptions to be reasonable for preparation of the UWMC Projections, these assumptions may vary significantly due to subsequent events and circumstances.

In addition, UWMC used the following assumptions about the UWMC business. These assumptions were based on UWMC’s expectations regarding its ability to capitalize on its investments in technology and people to continue its market share growth and the impact of its initiatives and market share growth on gain margin:

Subject to the foregoing qualifications and assumptions, the following table presents a summary of the UWMC Projections:

The Merger Agreement provides that, upon and immediately after the Effective Time, the board of directors of UWMC will be increased to eleven members and will include all the current ten directors of the UWMC Board and one additional independent director to be designated by the Two Harbors Board prior to the Closing Date.

Each of the executive officers of UWMC immediately prior to the Effective Time will continue as an executive officer of UWMC following the Effective Time.

In considering the recommendation of the Two Harbors Board to approve the Merger Proposal and the Two Harbors Non-Binding Compensation Advisory Proposal, Two Harbors common stockholders should be aware that directors and executive officers of Two Harbors have interests in the Merger that may be different from, or in addition to, the interests of Two Harbors Common stockholders generally. These interests are described in more detail below and, with respect to the named executive officers of Two Harbors, are quantified in the tables below.

The Two Harbors Board was aware of, and considered the interests of, its directors and executive officers in evaluating and reaching its decision to approve the Merger and the transactions contemplated by the Merger Agreement, in determining that such transactions are advisable, fair and in the best interests of Two Harbors’ common stockholders, and in resolving to recommend that Two Harbors’ common stockholders vote to approve the Merger Proposal and the Two Harbors Non-Binding Compensation Advisory Proposal.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

At the Effective Time and in accordance with the Merger Agreement, each TWO Harbors RSU that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into only the right to receive the Common Merger Consideration with respect to each share of TWO Common Stock subject to such Two Harbors RSU immediately prior to the Effective Time.

At the Effective Time and in accordance with the Merger Agreement, each TWO Harbors PSU that is outstanding as of immediately prior to the Effective Time, shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into only the right to receive the Common Merger Consideration with respect to each share of TWO Common Stock subject to such Two Harbors PSU immediately prior to the Effective Time that is earned and vested assuming achievement of the applicable performance criteria at the greater of (i) target performance and (ii) actual performance determined by the Two Harbors Board (as constituted immediately prior to the Effective Time) as if the Closing Date was the last day of the applicable performance period.

At the Effective Time and in accordance with the Merger Agreement, each Two Harbors RSA that is outstanding as of immediately prior to the Effective Time shall, automatically and without any action on the part of the holder thereof, be fully vested, and each holder of such Two Harbors RSAs shall have the right to receive the Common Merger Consideration with respect to each share of TWO Common Stock that so vests.

Payment of the Common Merger Consideration in respect of Two Harbors RSUs and Two Harbors PSUs will be made without interest and less applicable withholdings, as soon as reasonably practicable, but no later than 15 calendar days, after the Effective Time.

Two Harbors’ executive officers currently hold Two Harbors RSUs and Two Harbors PSUs, and Mr. Greenberg also holds Two Harbors RSAs. Two Harbors’ non-employee directors currently hold Two Harbors RSUs.

For an estimate of the amounts that would be payable to each of Two Harbors’ named executive officers (each, individually, a “NEO” and collectively, the “NEOs”) in respect of their outstanding Two Harbors Equity Awards upon the completion of the Merger, see the section entitled “—Quantification of Payments and Benefits to Two Harbors’ Named Executive Officers” below. The estimated aggregate value payable in respect of Two Harbors Equity Awards held by Two Harbors’ one executive officer who is not a current NEO is $856,860, and the estimated aggregate value payable in respect of Two Harbors RSUs held by Two Harbors’ eight (current and former) non-employee directors is $959,300. Depending upon when the Merger is completed, certain Two Harbors Equity Awards that are outstanding as of the date of this proxy statement/prospectus may vest and be settled pursuant to their terms, independent of the Merger. The actual value payable in respect of the Two Harbors Equity Awards therefore cannot be determined with any certainty until the Merger is completed.

The Merger Agreement generally provides that, for a period of six years from the Effective Time, UWMC and the surviving entity will indemnify all present and former directors, officers and fiduciaries of any employee benefit plan of Two Harbors or any of its subsidiaries, or those who served at the request of Two Harbors, or any of its subsidiaries, as an officer, director, or fiduciary of any employee benefit plan of any of Two Harbors’ subsidiaries for losses, claims, damages, costs, fines, penalties, expenses, liabilities or judgments or amounts that are based, in whole or in part, on the fact that such person is or was a director, officer or fiduciary of an employee benefit plan of Two Harbors or any of its subsidiaries, or serving at the request of Two Harbors or any of its subsidiaries as a director, officer or fiduciary of an employee benefit plan (including, without limitation, the transactions contemplated by the Merger Agreement) to the fullest extent permitted under applicable law.

In addition, the Merger Agreement also generally requires UWMC and the surviving entity to maintain, for a period of six years from the Effective Time, “tail” director and officer liability coverage for the benefit of the directors and officers of Two Harbors and its subsidiaries without reduction of existing coverage under, and having terms not less favorable to the insured persons than, the director and officer liability insurance coverage currently maintained by Two Harbors (as long as the annual premium does not exceed 300% of the annual premium under Two Harbors’ existing policies).

Two Harbors maintains the Two Harbors Investment Corp Severance Benefits Plan (as amended and restated, the “Severance Benefits Plan”), which covers the executive officers and certain other key employees of Two Harbors. Upon a termination of an executive officer’s employment by Two Harbors (or its successor) without “cause” or upon a termination of employment by the executive officer for “good reason” (as described below) within two years following a change of control of Two Harbors (a “Qualifying Termination”), such executive officers would be entitled to the following benefits under the Severance Benefits Plan:

The Severance Benefits Plan also provides for the reimbursement of participants’ legal fees in disputes regarding the Severance Benefits Plan during the two-year period following a change of control, regardless of the outcome, provided the claim was not frivolous or maintained in bad faith. The Merger is expected to constitute a “change of control” for purposes of the Severance Benefits Plan. During the two-year period following a change of control of Two Harbors, Two Harbors is prohibited from terminating or amending the Severance Benefits Plan if such amendments would adversely affect employees covered by the Severance Benefits Plan. For purposes of the Severance Benefits Plan:

Benefits under the Severance Benefits Plan are subject to a “best net” cutback with respect to Section 280G of the Code, whereby, in the event that it is determined that any payment or benefit would constitute a “parachute payment” within the meaning of Section 280G of the Code, such payments and benefits may be reduced to the extent necessary so that no portion of the payment or benefit, as so reduced, is subject to excise tax under Section 4999 of the Code (provided that the payment of such reduced amount results in the receipt by the executive of a greater after-tax payment than if the payment was simply made to the executive in full).

A participant’s entitlement to severance benefits under the Severance Benefits Plan is generally conditioned on his or her execution and non-revocation of a separation and release agreement that includes (among other things) customary restrictive covenants, as well as a customary release of claims in favor of Two Harbors (or its successor).

For estimates of the amounts that would be payable to each of Two Harbors’ NEOs pursuant to the Severance Benefit Plan upon a Qualifying Termination of employment that occurs immediately following the Effective Time, see the section entitled “—Quantification of Payments and Benefits to Two Harbors’ Named Executive Officers” below. The estimated aggregate amount that would be payable to Two Harbors’ one executive officer who is not an NEO under the Severance Benefits Plan upon a Qualifying Termination of employment that occurs immediately following the Effective Time (assuming the effective time occurs on January 30, 2026) is $1,691,742. The quantifications set forth in this paragraph are based upon compensation levels in effect as of the date of this proxy statement/prospectus and COBRA premiums in effect on January 30, 2026.

Pursuant to the Merger Agreement, any cash bonus, sales and other incentive plan amounts with respect to the performance period in which the Effective Time occurs will be paid to the eligible employees in a prorated amount assuming achievement at the greater of target or actual level of performance as of the date of the Merger. Such amounts are to be paid at the time such bonus, sale or incentive amounts would normally be paid. A portion of the executive officers’ compensation includes an annual cash incentive that is subject to this requirement, and as a result, the executive officers will be entitled to receive a prorated annual cash incentive for the performance period in which the effective time occurs. If the Effective Time occurs on January 30, 2026 and assuming achievement of target performance, the estimated aggregate amount that would be payable to Two Harbors’ 6 current executive officers is $422,055.

In addition to the payments, benefits, and actions described above and below, under the terms of the Merger Agreement, Two Harbors may take certain compensatory actions prior to the completion of the Merger that will affect Two Harbors’ directors and executive officers, although determinations related to such actions have not been made as of the date of this proxy statement/prospectus and the impact of such actions is not reflected in the amounts estimated above and in the section entitled “—Quantification of Payments and Benefits to Two Harbors’ Named Executive Officers” below. Among other actions, Two Harbors may make certain ordinary-course equity grants to its executive officers, grant cash-based retention awards, and take certain additional tax planning purposes with respect to Sections 280G and 4999 of the Code.

This section, including the table below entitled “Golden Parachute Compensation,” along with its footnotes, sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for the NEOs that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the

applicable SEC disclosure rules, and in this section such term is used to describe the compensation payable to the NEOs identified in Two Harbors’ most recent proxy statement, filed in connection with Two Harbors’ 2025 annual meeting of its stockholders, that is related to the Merger.

This includes Two Harbors’ principal executive officer, principal financial officer, the three other most highly compensated executive officers who were serving as executive officers as of the end of Two Harbors’ 2024 fiscal year, and one additional individual who would have been among such three most highly compensated executive officers but for the fact that she was no longer serving as an executive officer at fiscal year-end. For purposes of the below disclosure, we refer to NEOs who are employed with Two Harbors as of the date of this proxy statement/prospectus as the “current NEOs.” The “golden parachute” compensation payable to the NEOs is subject to a non-binding advisory vote of Two Harbors’ common stockholders.

The amounts indicated below are estimates of amounts that would be payable to the NEOs, and such estimates are based on assumptions that may or may not actually occur, including assumptions described in this proxy statement/prospectus. Some of the assumptions are based on information not currently available and, as a result, the actual amounts, if any, to be received by any NEO may differ in material respects from the amounts set forth below. 

The amounts indicated below do not attempt to quantify any reduction that may be required as a result of the Code Section 280G “best net” cutback, or any legal fees that may be owing to an NEO in the event of a dispute regarding their benefits under the Severance Benefits Plan, in each case as described above under “—Severance Benefits Plan.” In addition, the table below does not include amounts that Two Harbors’ NEOs were already entitled to receive or vested in as of the date of this proxy statement/prospectus.

Unless otherwise indicated, the amounts set forth in the table below have been calculated assuming that:

Depending upon when the Merger is completed, certain awards that are outstanding as of the date hereof and included in the table below may vest pursuant to their terms, independent of the Merger. For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see the sections entitled “—Treatment of Two Harbors Equity Awards” and “—Severance Benefits Plan” above.

The Merger is subject to the requirements of the HSR Act, which provide that certain transactions may not be completed until notification and report forms are furnished to the Antitrust Division of the DOJ and the FTC, and the HSR Act waiting period is terminated or expires. On January 26, 2026, UWMC and Two Harbors filed their respective requisite notifications and report forms under the HSR Act. The HSR waiting period commenced on January 26, 2026.

The completion of the Merger is further conditioned upon (i) obtaining the consents or approvals of Fannie Mae, Freddie Mac, Ginnie Mae, the VA and the USDA and (ii) as a result of the contemplated change in ownership of Two Harbors, obtaining consents from or providing notice to the states in which Two Harbors operates in accordance with such state regulatory requirements.

UWMC and Two Harbors prepare their financial statements in accordance with GAAP. The Merger will be accounted for using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations, with UWMC considered as the accounting acquirer and Two Harbors as the accounting acquiree. Accordingly, consideration to be given by UWMC to complete the Merger will be allocated to the identifiable tangible and intangible assets acquired and liabilities assumed of Two Harbors based on their estimated fair values as of the date of the completion of the Merger, with any excess merger consideration being recorded as goodwill.

Pursuant to the MGCL and the Two Harbors Charter, holders of TWO Common Stock and TWO Preferred Stock will not be entitled to appraisal rights, rights of objecting stockholders or dissenter’s rights in connection with the Merger.

UWMC has appointed Equiniti Trust Company to act as the exchange agent for the exchange of TWO Common Stock and TWO Preferred Stock for the Merger Consideration in accordance with the Merger Agreement.

On the Closing Date and prior to the Effective Time, UWMC or Merger Sub will deposit, or cause to be deposited, with the exchange agent, for the benefit of the former holders of shares of TWO Common Stock and TWO Preferred Stock, for issuance in accordance with the Merger Agreement, the number of shares of UWMC Class A Common Stock issuable to the holders of TWO Common Stock and the number of shares of UWMC Preferred Stock issuable to the holders of TWO Preferred Stock. UWMC will make available to the exchange agent, from time to time as needed, cash sufficient to pay any dividends and other distributions pursuant to the Merger Agreement and to make cash payments in lieu of fractional shares pursuant to the Merger Agreement. The surviving company will pay all charges and expenses, including those of the exchange agent, in connection with the exchange of shares for the Merger Consideration.

As soon as practicable after the Effective Time, but in no event more than two business days after the Closing Date, UWMC will instruct the exchange agent to deliver to each record holder of, as of immediately prior to the Effective Time, shares represented by a certificate or certificates of TWO Common Stock or TWO Preferred Stock, as applicable (“Certificates”), or shares of TWO Common Stock or TWO Preferred Stock, as applicable, represented by book-entry (“Book-Entry Shares”), (i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery will be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the exchange agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares for payment of the applicable Merger Consideration pursuant to the Merger Agreement.

Upon the surrender to the exchange agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal (or, in the case of Book-Entry Shares, by book-receipt of an “agent’s message” by the exchange agent or such other evidence, if any, required to be obtained by the exchange agent in connection with the surrender of Book-Entry Shares), duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the exchange agent, the holder of such Certificate or

Book-Entry Shares will be entitled to receive in exchange therefor (i) the applicable Merger Consideration to which such holder is entitled (which shares UWMC Class A Common Stock and UWMC Preferred Stock shall be in uncertificated book-entry form unless a physical certificate is requested by such holder), and (ii) a check or wire transfer in the amount equal to the cash payable to such holder in lieu of any fractional shares of UWMC Class A Common Stock and any dividends and other distributions in respect of the shares of UWMC Class A Common Stock pursuant to the Merger Agreement.

If payment of the applicable Merger Consideration is to be made to a person other than the record holder of such shares of TWO Common Stock or TWO Preferred Stock, it shall be a condition of payment that shares so surrendered will be properly endorsed or will be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the applicable Merger Consideration to a person other than the registered holder of such shares surrendered or will have established to the satisfaction of the surviving company that such taxes either have been paid or are not applicable.

Two Harbors pays regular quarterly dividend distributions to its stockholders. All dividend distributions are authorized by the Two Harbors Board, in its discretion, and depend on such items as Two Harbors’ REIT taxable income, financial condition, maintenance of REIT status, and other factors that the Two Harbors Board may deem relevant from time to time. The holders of TWO Common Stock share proportionally on a per share basis in all declared dividends on TWO Common Stock. Dividends cannot be paid on TWO Common Stock unless Two Harbors has paid full cumulative dividends on all classes of TWO Preferred Stock. Two Harbors intends to continue to pay quarterly dividends on TWO Common Stock and to distribute to Two Harbors common stockholders as dividends 100% of the Two Harbors REIT taxable income, on an annual basis. Since the first quarter of 2021, UWMC has paid a quarterly dividend on shares of UWMC Class A Common Stock of $0.10 per share. Two Harbors and UWMC plan to continue their respective current dividend policy with respect to each completed quarterly period until the Closing.

In addition, the Merger Agreement permits Two Harbors to continue to pay regular quarterly dividends, and any dividends or distributions necessary to maintain its REIT qualification under the Code and avoid the imposition of any corporate level tax or excise tax under the Code.

UWMC initiated a quarterly dividend on shares of UWMC Class A Common Stock in the first quarter of 2021. The dividend amount is reviewed each quarter and declared by the UWMC Board quarterly based on a number of factors, including, among other things, UWMC’s earnings, UWMC’s financial condition, growth outlook, the capital required to support ongoing growth opportunities and compliance with other internal and external requirements.

It is a condition to the completion of the Merger that the shares of UWMC Class A Common Stock and the shares of UWMC Preferred Stock issuable in connection with the Merger be approved for listing on the NYSE, subject to official notice of issuance.

After the Merger is completed, the TWO Common Stock, TWO Series A Preferred Stock, TWO Series B Preferred Stock and TWO Series C Preferred Stock will no longer be listed on the NYSE and will be deregistered under the Exchange Act.

In connection with the Merger, UWMC currently expects to maintain Two Harbors’ repurchase agreements, revolving credit facilities and warehouse lines of credit. UWMC currently expects that Two Harbors’ 9.375% Senior Notes due 2030 will remain outstanding after the Merger.

The following is a summary of the material terms of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. The summary of the material terms of the Merger below and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and is incorporated by reference into this proxy statement/prospectus. You are urged to read this proxy statement/prospectus, including the Merger Agreement, carefully and in its entirety for a more complete understanding of the Merger.

The Merger Agreement and this summary of its terms have been included in this proxy statement/prospectus to provide you with information regarding the terms of the Merger. They are not intended to provide you with any other factual or financial information about Two Harbors or UWMC or any of their respective affiliates or businesses. Information about Two Harbors and UWMC can be found elsewhere in this proxy statement/prospectus and in the other filings each of Two Harbors and UWMC has made with the SEC, which are available without charge at http://www.sec.gov. See “Where You Can Find More Information and Incorporation by Reference” beginning on page 126.

The Merger Agreement contains representations, warranties and covenants made by each of the parties to the Merger Agreement solely for the benefit of the other parties and solely for the purposes contemplated in connection with the Merger Agreement and are subject to and qualified by important confidential disclosures which may not be expressed in the Merger Agreement or in other public disclosures by Two Harbors or UWMC, and other qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement. Accordingly, stockholders of Two Harbors and UWMC, as well as any other person, should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances, and they should bear in mind that the representations and warranties were made solely for the benefit of the parties to the Merger Agreement, were negotiated for the principle purpose of allocating contractual risks among the parties to the Merger Agreement rather than to establish matters as facts, and may be subject to contractual standards of materiality that are different from those generally relevant to equityholders or applicable to reports and documents filed with the SEC. The representations and warranties in the Merger Agreement will not survive the completion of the Merger. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information or new developments qualifying a representation or warranty may have been included or incorporated by reference into this proxy statement/prospectus. For the foregoing reasons, the representations, warranties and covenants or any descriptions of the provisions should not be read alone, but instead read together with the information provided elsewhere in this proxy statement/prospectus and in the documents attached to or incorporate by reference into this proxy statement/prospectus.

Capitalized terms used in this proxy statement/prospectus but not otherwise defined will have their respective meanings set forth in the Merger Agreement.

The Merger Agreement provides for the merger of Two Harbors with and into Merger Sub, an indirect, wholly owned subsidiary of UWMC. At the Effective Time, the separate corporate existence of Two Harbors will cease and Merger Sub will continue as the surviving company as an indirect, wholly owned subsidiary of UWMC.

The Closing will take place at 9:00 a.m., New York, New York time, on a date that is two business days after satisfaction or waiver of the losing conditions in the Merger Agreement, which are described under “Conditions to Complete the Merger” beginning on page 83 (other than those conditions which by their nature cannot be satisfied until the Closing Date, and which are required to be so satisfied or waived on the Closing Date) by the electronic exchange of documents and executed signature pages. The Merger will become effective at the later of the time of filing of the Certificate of Merger with the Delaware Secretary of State or the time that the Articles of Merger are accepted for record by the State Department of Assessments and Taxation of Maryland, or such later date and time as shall be agreed to in writing by Two Harbors and UWMC and specified in the Certificate of Merger and the Articles of Merger.

At the Effective Time, the certificate of formation of Merger Sub will be amended and restated and, as so amended and restated, will be the certificate of formation of the surviving company. Also, at the Effective Time, the limited

liability company agreement of Merger Sub will be amended and restated and, as so amended and restated, will be the limited liability company agreement of the surviving company.

Pursuant to the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Two Harbors, UWMC, Merger Sub or any of their respective securities holders:

The Merger Consideration will be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, reclassification, recapitalization or other like change with respect to the TWO Common Stock, the TWO Preferred Stock or the UWMC Common Stock outstanding prior to the Effective Time.

No certificates or scrips representing fractional shares of TWO Common Stock will be issued with respect to the Merger, and such fractional interests will not entitle the owner thereof to vote or to any other rights of a stockholder of UWMC or a holder of shares of UWMC Common Stock. Each holder of TWO Common Stock who would otherwise have been entitled to receive a fraction of a share of UWMC Common Stock will be entitled to receive, in lieu thereof, cash, without interest, in an amount equal to such fractional part of a share of UWMC Common Stock, multiplied by the average of the volume weighted average price of one share of UWMC Common Stock for the five consecutive trading days immediately prior to the Closing Date as reported by Bloomberg L.P.

Payment of the Merger Consideration under the Merger Agreement is subject to applicable tax withholding requirements.

Holders of TWO Common Stock and TWO Preferred Stock will not be entitled to appraisal rights, rights of objecting stockholders or dissenter’s rights in connection with the Merger.

UWMC has appointed Equiniti Trust Company, Two Harbors’ transfer agent, to act as the exchange agent for the exchange of TWO Common Stock for the Merger Consideration as well as the exchange of TWO Series A Preferred Stock, TWO Series B Preferred Stock and TWO Series C Preferred Stock for shares of UWMC Series A Preferred Stock, UWMC Series B Preferred Stock and UWMC Series C Preferred Stock, respectively.

Prior to the Effective Time, UWMC or Merger Sub will deposit or cause to be deposited with the exchange agent the shares of UWMC Common Stock, UWMC Series A Preferred Stock, UWMC Series B Preferred Stock and UWMC Series C Preferred Stock issuable to the holders of TWO Common Stock, TWO Series A Preferred Stock, TWO Series B Preferred Stock and TWO Series C Preferred Stock, as applicable, in accordance with the Merger Agreement. UWMC will make available to the exchange agent, from time to time as needed, cash sufficient to make any payments in lieu of fractional shares of UWMC Common Stock and pay any dividends or other distributions declared or made on the UWMC Common Stock or UWMC Preferred Stock, as applicable, following the Merger.

As soon as practicable after the Effective Time, but in no event no more than two business days after the Closing Date, UWMC will instruct the exchange agent to mail to each record holder of shares of TWO Common Stock or TWO Preferred Stock as of immediately prior to the Effective Time, a letter of transmittal and instructions for use in effecting the surrender of their shares for payment of the applicable Merger Consideration pursuant to the Merger Agreement. The letter of transmittal will advise the holder of the effectiveness of the Merger and the conversion of the holder’s TWO Common Stock or TWO Preferred Stock, as the case may be, into the right to receive the applicable Merger Consideration and specify that delivery will be effected, and risk of loss and title to the shares of TWO Common Stock or TWO Preferred Stock, as applicable, will pass, only upon proper delivery of the certificates representing such shares (or an affidavit of loss in lieu of any certificate that has been lost, stolen or destroyed) to the exchange agent or, in the case of book-entry shares, upon adherence to the procedures to be set forth in the letter of transmittal.

Upon surrender to the exchange agent of such a certificate (or affidavit of loss) properly endorsed or otherwise in proper form for transfer (or, in the case of book-entry shares, upon the book-receipt of an “agent’s message” by the exchange agent and/or such other evidence required by the exchange agent in connection with the surrender of such book-entry shares), together with the letter of transmittal duly completed and validly executed in accordance with its accompanying instructions, and such other documents required by the exchange agent, the holder of such certificate (or such book-entry shares) will be entitled to receive, in exchange therefor, payment of (i) the applicable Merger Consideration pursuant to the Merger Agreement, in whole numbers of shares of UWMC Common Stock, UWMC Series A Preferred Stock, UWMC Series B Preferred Stock or UWMC Series C Preferred Stock, as the case may be, and (ii) cash payable in lieu of any fractional shares of UWMC Common Stock and any dividends and other distributions on the UWMC Common Stock or UWMC Preferred Stock, as applicable, to which such holder may be entitled pursuant to the Merger Agreement, in each case, after giving effect to any required tax withholdings. All such surrendered share certificates (and book-entry shares) will be cancelled when exchanged as described above. No interest will be paid or accrue any part of the Merger Consideration.

Two Harbors’ representations and warranties in the Merger Agreement relate to, among other things:

UWMC’s and Merger Sub’s representations and warranties in the Merger Agreement relate to, among other things: