TWO Enters Merger Agreement with CrossCountry at $10.80 per Share

TWO (TWO) and CrossCountry Intermediate Holdco, an affiliate of CrossCountry Mortgage, announced that they have entered into a definitive merger agreement pursuant to which CrossCountry will acquire all of the outstanding shares of TWO common stock for $10.80 per share in cash. In connection with entering into the merger agreement with CrossCountry, TWO has terminated its previously announced merger agreement, dated December 17, with UWM Holdings Corporation (UWMC). CrossCountry, on behalf of TWO, agreed to pay the termination fee of $25.4M to UWMC in accordance with the terms of the UWMC merger agreement. TWO's special meeting of stockholders to approve the UWMC merger, which was scheduled to be held on April 7 has been canceled. The combination of CCM, the nation's largest distributed retail mortgage lender, with TWO's mortgage servicing rights portfolio and RoundPoint's mortgage servicing platform, creates a fully integrated mortgage company. Together, the platform spans the full mortgage customer lifecycle - from origination through servicing - driving higher customer retention, recurring revenue streams, and lower customer acquisition costs. Prior to the closing of the merger, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all completed quarterly periods. TWO does not intend to pay a partial dividend for the quarter in which the closing occurs in the event the closing does not occur as of quarter-end. TWO's common stock dividend is a function of several factors, including sustainability, earnings and return potential of the portfolio, taxable income, impact to book value and the market environment. Under the terms of the agreement, TWO stockholders will receive $10.80 in cash for each share of TWO common stock. Holders of TWO's Series A, Series B and Series C Preferred Stock will have their shares redeemed following the closing of the transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock. The TWO Board of Directors has unanimously approved the merger agreement and recommends that TWO stockholders vote to approve the transaction. The transaction is expected to close in the second half of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders and receipt of customary regulatory approvals. The transaction is not subject to any financing condition. 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.