UWM Holdings Urges Shareholders to Vote Against Two Harbors Merger Proposal
Written by Emily J. Thompson, Senior Investment Analyst
Updated: May 18 2026
0mins
UWM Holdings Corporation (UWMC) urged all stockholders of Two Harbors Investment Corp. (TWO) to VOTE AGAINST the CrossCountry Mortgage merger proposal on UWMC's BLUE proxy card in connection with the special meeting to be held at 10:00 a.m. ET on May 19, 2026. The company said, "As the deadline to vote rapidly approaches, UWMC reminds TWO stockholders that: UWMC's proposal offers stockholders $12.50 per share, while preserving the ability to elect to receive 2.3328 shares in UWMC stock for those stockholders that want stock consideration. Despite TWO's various contorted, hollow and misleading arguments, $12.50 is more than $12.00, adjusted for the interim period dividend. A stock election is a benefit of UWMC's proposal. TWO stockholders should have the freedom to choose to receive consideration in either cash or stock, and this option to participate as an investor in the combined company is not provided in the CCM merger. That option does not preclude any stockholders from choosing the cash consideration at a higher value than the CCM deal. UWMC has strong financing supported by a committed, unsecured bridge facility from Mizuho that is not subject to any financing condition, ratings triggers, collateral pools, borrowing-base tests, advance rate mechanics, or market-conditioned funding contingency. Mizuho also removed customary due diligence conditions that TWO questioned. UWMC is further supported by significant cash on its balance sheet and additional sources of liquidity. Stockholders can verify UWMC's strong position by reviewing its publicly filed financials, which provide transparency and certainty not provided by CCM. There is an expeditious path to completion with UWMC, given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire TWO. The TWO Board admitted to ISS that it was unlikely a transaction with UWMC would be derailed in the regulatory approval process. We intend to close a transaction within approximately 2 months of signing an agreement. The TWO Board has conducted a pattern of bad-faith dealing, refusing to engage with UWMC even after repeated improvements to UWMC's proposals. As a result of its intransigence, the TWO Board has only achieved the minimum value possible for its stockholders. It is unconscionable for the TWO Board not to engage with the primary driver of value throughout this process. The CCM transaction features golden parachutes in the range of $35M as a reward for Two Harbors management - not stockholders - and may be the only real motivation for refusing to engage around superior proposals from UWMC...UWMC is eager to engage directly with the TWO Board and their advisors to address any concerns they have with the terms of UWMC's proposal and stands ready to work quickly to negotiate and consummate an agreement that achieves the best value for TWO stockholders. All three leading independent proxy advisors - ISS, Glass Lewis and Egan-Jones - agree that stockholders should vote AGAINST the CCM transaction because the TWO Board has not conducted a value-maximizing process, and engagement with UWMC's superior proposal is the best path forward. All three also recommended that stockholders vote AGAINST the accelerated management compensation packages."
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Analyst Views on UWMC
Wall Street analysts forecast UWMC stock price to rise
7 Analyst Rating
2 Buy
5 Hold
0 Sell
Moderate Buy
Current: 3.140
Low
5.00
Averages
6.54
High
10.00
Current: 3.140
Low
5.00
Averages
6.54
High
10.00
About UWMC
UWM Holdings Corporation, through its subsidiaries, is engaged in the origination, sale and servicing of residential mortgage loans throughout the United States. The Company originates primarily conforming and government loans across all 50 states and the District of Columbia. It operates in a single segment and is engaged in the origination, sale and servicing of residential mortgage loans, exclusively in the wholesale channel. It is focused 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. Its conventional agency-conforming loans meet the general underwriting guidelines established by Fannie Mae and Freddie Mac. Easiest Application System Ever is its primary LOS that allows clients to interact with the Company and to select products, lock rates and run the Automated Underwriting System. Blink+ is its client facing point of sale system white-labeled for its clients.
About the author
Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
UWM Urges Shareholders to Vote Against Proposal
- Shareholder Voting Call: UWM (UWMC) publicly urged Two Harbors Investment (TWO) shareholders on Thursday to vote against a proposal, indicating strong concerns over corporate governance that could impact shareholder confidence in the company's future direction.
- Governance Risk Warning: This move reflects UWM's potential dissatisfaction with Two Harbors' investment decisions, which may lead to a decline in shareholder trust in the management, consequently affecting stock price performance.
- Market Reaction Anticipation: UWM's call could trigger renewed market interest in Two Harbors, prompting investors to reassess their investment strategies, thereby influencing the company's shareholder structure and market performance.
- Strategic Significance Analysis: UWM's action is not only a rejection of the current proposal but also a reevaluation of its position within the industry, potentially encouraging other companies to adopt more transparent and responsible governance practices.
See More
TWO Board Continues to Ignore Shareholder Will Amidst Delay Tactics
- Shareholder Vote Delay: The TWO Board has once again postponed the special shareholder meeting despite clear opposition from shareholders against the CCM transaction, indicating a disregard for shareholder interests that could lead to diminished trust.
- Superior Proposal Ignored: UWMC's offer of $12.50 per share in cash or 2.3328 shares of UWMC stock significantly surpasses CCM's $12.00 offer, yet the Board has failed to engage in meaningful discussions with UWMC, potentially missing an opportunity to enhance shareholder value.
- Management Interests Prioritized: The Board has prioritized management's interests over those of shareholders during the transaction process, resulting in wasted shareholder capital on advisory fees and delay tactics, which may provoke shareholder dissatisfaction and protests.
- Call for Active Engagement: UWMC urges TWO shareholders to vote against the CCM transaction and demands that the Board engage in constructive dialogue to ensure shareholders can achieve maximum value, a strategy that, if implemented, could alter the current transaction landscape.
See More
TWO Board Unanimously Recommends Stockholders Vote FOR CCM Transaction
- Special Meeting Postponed: TWO has announced the postponement of its Special Meeting originally scheduled for May 19, 2026, to June 11, 2026, to continue engaging with stockholders and solicit additional proxies in favor of the CCM transaction, thereby ensuring sufficient shareholder support for the deal.
- Increased Transaction Price: Through ongoing negotiations with CCM, the TWO Board successfully raised the acquisition price from $10.80 to $12.00 per share, representing a 21% premium over the unaffected share price, which not only enhances shareholder cash returns but also increases the attractiveness of the transaction.
- Regulatory Approval Progress: The CCM transaction has received 41 of the 53 required state and agency regulatory approvals, and the early termination of the HSR waiting period on May 21, 2026, indicates that the deal is nearing completion, thus reducing uncertainty for shareholders.
- Importance of Shareholder Vote: The TWO Board strongly recommends that shareholders vote in favor of the CCM transaction, emphasizing that if the deal is not approved, there may not be a superior actionable offer, thereby safeguarding shareholder interests and promoting the company's future stability.
See More
TWO's Failure to Secure Vote for CCM Transaction Signals Need for Engagement with UWMC
- Failed Shareholder Vote: TWO's inability to secure shareholder approval for the merger with CrossCountry Mortgage during the May 19 special meeting indicates a failure in the board's communication and value-maximizing efforts, leading to shareholder distrust regarding future transactions.
- Superior Proposal from UWMC: UWM Holdings has proposed to acquire TWO for $12.50 per share in cash or 2.3328 shares of UWMC stock, significantly better than CCM's offer, yet the board has not engaged with UWMC, risking shareholders missing out on higher returns.
- Independent Advisors' Recommendations: All three leading independent proxy advisors have recommended shareholders vote against the CCM transaction, reflecting dissatisfaction with the current transaction strategy of the TWO board, which could impact future shareholder support and market confidence.
- Importance of Voting: UWMC urges all TWO shareholders to vote against the CCM transaction at the rescheduled meeting to ensure good-faith engagement with UWMC, thereby creating greater value for shareholders, emphasizing the significance of every vote.
See More
Two Harbors Investment Adjourns Special Meeting on Sale to CrossCountry
- Meeting Postponement: Two Harbors Investment has adjourned its special meeting to May 28 to allow more time for soliciting shareholder votes in favor of the sale to CrossCountry, indicating a cautious approach in advancing the transaction.
- Shareholder Voting Dynamics: The postponement responds to shareholder and proxy voting needs, particularly after ISS recommended shareholders vote against the deal last week, highlighting the company's efforts to secure broader support for a successful transaction.
- Rejection of Competing Proposal: Two Harbors unanimously rejected UWM Holdings' revised proposal last week, citing that it did not address the 'core deficiencies and material risks' of previous proposals, reflecting the company's strong emphasis on transaction safety.
- Slight Stock Increase: Following the announcement, Two Harbors' shares rose by 0.8%, indicating a cautiously optimistic market sentiment regarding the company's future transaction prospects, despite the challenges posed by shareholder voting.
See More
UWMC Urges Shareholders to Reject CCM Merger Proposal
- Superior Proposal Value: UWMC's offer of $12.50 per share or 2.3328 shares of UWMC stock for Two Harbors shareholders significantly exceeds the $12.00 offered in the CCM proposal, ensuring shareholder choice and potential upside in the merger.
- Strong Financing Support: UWMC has secured an unsecured bridge facility from Mizuho, eliminating financing conditions and market volatility impacts, which enhances financial stability and liquidity, thereby boosting shareholder confidence in its proposal.
- Regulatory Approval Advantage: With strong relationships with national regulators, UWMC anticipates completing the transaction within approximately two months of signing an agreement, demonstrating high efficiency and reliability in the merger process, further enhancing shareholder value expectations.
- Unanimous Proxy Advisor Recommendation: All three independent proxy advisors recommend shareholders vote against the CCM transaction, asserting that the TWO Board has failed to conduct a value-maximizing process, emphasizing that engagement with UWMC is the best path to achieve optimal shareholder interests.
See More
UWM Urges Shareholders to Vote Against Proposal
- Shareholder Voting Call: UWM (UWMC) publicly urged Two Harbors Investment (TWO) shareholders on Thursday to vote against a proposal, indicating strong concerns over corporate governance that could impact shareholder confidence in the company's future direction.
- Governance Risk Warning: This move reflects UWM's potential dissatisfaction with Two Harbors' investment decisions, which may lead to a decline in shareholder trust in the management, consequently affecting stock price performance.
- Market Reaction Anticipation: UWM's call could trigger renewed market interest in Two Harbors, prompting investors to reassess their investment strategies, thereby influencing the company's shareholder structure and market performance.
- Strategic Significance Analysis: UWM's action is not only a rejection of the current proposal but also a reevaluation of its position within the industry, potentially encouraging other companies to adopt more transparent and responsible governance practices.
See More
TWO Board Continues to Ignore Shareholder Will Amidst Delay Tactics
- Shareholder Vote Delay: The TWO Board has once again postponed the special shareholder meeting despite clear opposition from shareholders against the CCM transaction, indicating a disregard for shareholder interests that could lead to diminished trust.
- Superior Proposal Ignored: UWMC's offer of $12.50 per share in cash or 2.3328 shares of UWMC stock significantly surpasses CCM's $12.00 offer, yet the Board has failed to engage in meaningful discussions with UWMC, potentially missing an opportunity to enhance shareholder value.
- Management Interests Prioritized: The Board has prioritized management's interests over those of shareholders during the transaction process, resulting in wasted shareholder capital on advisory fees and delay tactics, which may provoke shareholder dissatisfaction and protests.
- Call for Active Engagement: UWMC urges TWO shareholders to vote against the CCM transaction and demands that the Board engage in constructive dialogue to ensure shareholders can achieve maximum value, a strategy that, if implemented, could alter the current transaction landscape.
See More
TWO Board Unanimously Recommends Stockholders Vote FOR CCM Transaction
- Special Meeting Postponed: TWO has announced the postponement of its Special Meeting originally scheduled for May 19, 2026, to June 11, 2026, to continue engaging with stockholders and solicit additional proxies in favor of the CCM transaction, thereby ensuring sufficient shareholder support for the deal.
- Increased Transaction Price: Through ongoing negotiations with CCM, the TWO Board successfully raised the acquisition price from $10.80 to $12.00 per share, representing a 21% premium over the unaffected share price, which not only enhances shareholder cash returns but also increases the attractiveness of the transaction.
- Regulatory Approval Progress: The CCM transaction has received 41 of the 53 required state and agency regulatory approvals, and the early termination of the HSR waiting period on May 21, 2026, indicates that the deal is nearing completion, thus reducing uncertainty for shareholders.
- Importance of Shareholder Vote: The TWO Board strongly recommends that shareholders vote in favor of the CCM transaction, emphasizing that if the deal is not approved, there may not be a superior actionable offer, thereby safeguarding shareholder interests and promoting the company's future stability.
See More
TWO's Failure to Secure Vote for CCM Transaction Signals Need for Engagement with UWMC
- Failed Shareholder Vote: TWO's inability to secure shareholder approval for the merger with CrossCountry Mortgage during the May 19 special meeting indicates a failure in the board's communication and value-maximizing efforts, leading to shareholder distrust regarding future transactions.
- Superior Proposal from UWMC: UWM Holdings has proposed to acquire TWO for $12.50 per share in cash or 2.3328 shares of UWMC stock, significantly better than CCM's offer, yet the board has not engaged with UWMC, risking shareholders missing out on higher returns.
- Independent Advisors' Recommendations: All three leading independent proxy advisors have recommended shareholders vote against the CCM transaction, reflecting dissatisfaction with the current transaction strategy of the TWO board, which could impact future shareholder support and market confidence.
- Importance of Voting: UWMC urges all TWO shareholders to vote against the CCM transaction at the rescheduled meeting to ensure good-faith engagement with UWMC, thereby creating greater value for shareholders, emphasizing the significance of every vote.
See More
Two Harbors Investment Adjourns Special Meeting on Sale to CrossCountry
- Meeting Postponement: Two Harbors Investment has adjourned its special meeting to May 28 to allow more time for soliciting shareholder votes in favor of the sale to CrossCountry, indicating a cautious approach in advancing the transaction.
- Shareholder Voting Dynamics: The postponement responds to shareholder and proxy voting needs, particularly after ISS recommended shareholders vote against the deal last week, highlighting the company's efforts to secure broader support for a successful transaction.
- Rejection of Competing Proposal: Two Harbors unanimously rejected UWM Holdings' revised proposal last week, citing that it did not address the 'core deficiencies and material risks' of previous proposals, reflecting the company's strong emphasis on transaction safety.
- Slight Stock Increase: Following the announcement, Two Harbors' shares rose by 0.8%, indicating a cautiously optimistic market sentiment regarding the company's future transaction prospects, despite the challenges posed by shareholder voting.
See More
UWMC Urges Shareholders to Reject CCM Merger Proposal
- Superior Proposal Value: UWMC's offer of $12.50 per share or 2.3328 shares of UWMC stock for Two Harbors shareholders significantly exceeds the $12.00 offered in the CCM proposal, ensuring shareholder choice and potential upside in the merger.
- Strong Financing Support: UWMC has secured an unsecured bridge facility from Mizuho, eliminating financing conditions and market volatility impacts, which enhances financial stability and liquidity, thereby boosting shareholder confidence in its proposal.
- Regulatory Approval Advantage: With strong relationships with national regulators, UWMC anticipates completing the transaction within approximately two months of signing an agreement, demonstrating high efficiency and reliability in the merger process, further enhancing shareholder value expectations.
- Unanimous Proxy Advisor Recommendation: All three independent proxy advisors recommend shareholders vote against the CCM transaction, asserting that the TWO Board has failed to conduct a value-maximizing process, emphasizing that engagement with UWMC is the best path to achieve optimal shareholder interests.
See More
