TWO News & Events

UWM Holdings Corporation (UWMC) announced that it will be submitting a revised proposal to the Board of Directors of Two Harbors Investment Corp. (TWO) to acquire all outstanding shares of Two Harbors for $12.50 per share in cash or 2.3328 shares of UWMC stock. The May 11 Premium Proposal will provide TWO stockholders with clearly superior value compared to the proposed transaction with CrossCountry Mortgage for $12.00 per share in cash. UWMC also issued an open letter to TWO stockholders outlining the May 11 Premium Proposal and urging stockholders to vote AGAINST the Proposed CCM Merger at the special meeting of stockholders on May 19, 2026. The letter read, in part, "Since our last proposal, the TWO Board first tried to convince you that $11.30 was better than $12.00, and when that tactic apparently failed, they cut another deal with CrossCountry that did the bare minimum on the headline cash figure. Your Board could have engaged with UWMC to determine if more value could be realized for TWO stockholders or if modifications could have been made to our offer to address their concerns. We would be open to considering amendments to our terms, including a potential reverse termination fee and modifications to the election mechanism, but we can only do so through open engagement. The TWO Board refused and decided instead to just reach amendments to move the minimum cash number and preserve the date of their rapidly approaching shareholder vote, scheduled for next week even though the proposed transaction will not close for months. Why won't the TWO Board engage? We can only assume it has something to do with protecting a deal structure that ensures immediate cash payouts for Two Harbors management in the range of $35 million on the date of close instead of negotiating higher value for stockholders. Our deal structure, on the other hand, reduces overall compensation to management and defers some of the payout, allowing us to pay higher value to stockholders. The Board has a duty to maximize value for stockholders, not to choose a path that puts more in the pockets of management. This has been their pattern with UWMC all along. Despite the silence we have been met with from the TWO Board, today we will be submitting a new, revised proposal to the TWO Board that increases the cash consideration to $12.50 per share while preserving the ability to elect for the 2.3328 stock exchange ratio for those stockholders that want stock consideration. The $12.50 in cash is available for all stockholders if they so choose - it is not subject to any cap or proration. The choice between cash and stock is entirely up to you, but to receive cash you will have to make an election, and we encourage you to make the election that makes the most sense for your situation. We have an expeditious path to completion. Absent further sabotage by the TWO Board or management, we intend to close a transaction within approximately 2 months of signing an agreement, given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire TWO. Had TWO's Board negotiated with us in good faith prior to terminating the original Merger Agreement, we would have been closed by now on terms in line with what we are currently proposing. Our offer is again a clearly superior offer, providing higher value for stockholders on a cash basis, preserving optionality for equity consideration for those that prefer it, and maintaining a tight timeline to close. But you may never realize maximum value if your Board remains unwilling to negotiate. Seemingly, the only way to get them to do so is to vote No at the upcoming meeting."

TWO and CrossCountry Intermediate Holdco announced the signing of an amendment to their merger agreement, increasing the per-share all cash consideration payable to TWO stockholders to $12.00 per share, an increase from $11.30 per share under the previous merger agreement. TWO intends to file a supplement to its definitive proxy statement with the Securities and Exchange Commission to reflect the amended terms of the merger agreement. Stockholders who have already voted on the CCM transaction do not need to take any action, though they may change their vote at any time before the special meeting by following the instructions in the proxy statement. The CCM transaction is expected to close in the third quarter of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders and receipt of customary regulatory approvals. Significant regulatory progress has already been achieved, including HSR filing completion and all required state mortgage licensing filings having been submitted, with 35 of 53 approvals already obtained. As previously disclosed, prior to the closing of the CCM transaction, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all completed quarterly periods. Upon completion of the transaction, TWO common stock will be delisted from the New York Stock Exchange, TWO will cease to be a publicly traded company, and TWO will become a wholly owned subsidiary of CrossCountry. TWO's Board of Directors reiterates its unanimous recommendation that TWO stockholders vote to approve the CCM transaction at the May 19, 2026 Special Meeting of Stockholders.

UWM Holdings Corporation (UWMC) responded to the press release issued by Two Harbors Investment (TWO) rejecting UWMC's $12.00 per share acquisition proposal and reaffirming the support of its Board for its $11.30 per share transaction with CrossCountry Mortgage. "The TWO Board's interpretation of the numbers don't reflect the underlying math. UWMC's fully financed $12.00 per share offer is clearly superior to $11.30 and provides a stock option on top of it, and the TWO Board is contorting itself with illogical arguments to suggest otherwise, preventing TWO stockholders from even the opportunity to receive significantly higher value. The TWO Board's arguments about the risks of closing a deal with UWMC are disingenuous, given that this same board already has recommended a transaction with UWMC just months ago, including by highlighting the ability to achieve necessary approvals. Further, UWMC's financing is supported by a committed, unsecured $1.3B bridge facility from Mizuho Bank, Ltd. with no ratings trigger, no borrowing-base test, and no market contingency." Leeter ended: "The actions of the TWO board are egregious and demonstrate it does not deserve TWO stockholder support for an inferior deal. TWO stockholders have one path to a superior value of $12 per share, which is to demand their board engage fairly and openly with UWMC and until then, carefully consider how to vote on the CrossCountry proposed transaction. UWMC is assessing its options to make sure TWO stockholders are able to obtain the value they deserve."

TWO (TWO) reaffirmed the unanimous support of the TWO Board of Directors for the Company's previously announced amended transaction with CrossCountry Mortgage. In response to the revised unsolicited proposal announced by UWM Holdings Corporation (UWMC) on April 30, 2026, the Company notes that, after a thorough and careful review process conducted with the assistance of TWO's independent financial and legal advisors, the TWO Board of Directors, in its business judgment, has unanimously rejected the Revised UWMC Proposal. The Board determined that it does not constitute, and would not reasonably be expected to result in, a "Company Superior Proposal" under the terms of TWO's amended merger agreement with CCM. TWO's Board is committed to fulfilling its fiduciary obligations and delivering an outcome that is in the best interests of stockholders. Consistent with this, the Board reaffirms its unanimous recommendation that TWO stockholders vote "FOR" the amended CCM transaction at the previously announced Special Meeting of Stockholders scheduled for May 19, 2026.