UWMC News & Events

UWM Holdings (UWMC) issued a statement regarding the second adjournment of the special meeting of the stockholders of Two Harbors Investment (TWO) to vote on Two's proposed merger with CrossCountry Mortgage, stating in part: "Today's second adjournment demonstrates unequivocally that TWO stockholders understand what their Board refuses to acknowledge: engagement with UWMC is the only way that TWO stockholders can be assured of getting the best value. It should be abundantly clear by now that TWO stockholders do not want the inferior CCM transaction, which CCM has declared to be its best and final offer, nor do they want more adjournments and delays. It's high time the TWO Board listens to their stockholders and engages in good faith negotiations with UWMC - something which the TWO Board, contrary to its assertions, has steadfastly refused to do for months. As the TWO Board stated itself, it 'will, consistent with its fiduciary duties, consider in good faith any actionable all-cash, fully financed proposal from UWMC.' UWMC has made a proposal meeting all such requirements - a superior offer of $12.50 per share in cash or 2.3328 shares of UWMC stock compared to CCM's best and final offer of $12.00 per share, with a pro-rated stub dividend - and if TWO disagrees in any respect, UWMC invites TWO to open, good faith discussions to achieve the best result for TWO stockholders. In fact, it is the TWO Board that has the power to provide certainty to its stockholders, as it can terminate the CCM transaction in accordance with its terms only after securing an alternative agreement with UWMC, following direct negotiations to maximize value for TWO stockholders. The TWO Board and its advisors have run a failed process, put management's interests ahead of stockholders' and wasted stockholder capital on advisor fees and delaying tactics... We call on the TWO Board yet again to do the right thing, engage with UWMC and work constructively towards a transaction or transactions that will get the most value for TWO stockholders."

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."

UWM Holdings Corporation (UWMC) issued a statement calling out the egregious corporate governance of the Board of Directors of Two Harbors Investment (TWO), which announced it has rejected UWMC's May 11 proposal to acquire Two Harbors for $12.50 per share in cash or 2.3328 shares of UWMC stock, and reaffirmed support for getting its stockholders 50 cents less per share under its proposed merger with CrossCountry Mortgage, LLC: "The TWO Board's latest announcement represents a complete and illogical distortion of the duties it owes its stockholders. Just days after failing to convince TWO stockholders that $11.30 was more than $12.00, TWO is now trying to convince them that $12.00 is better than $12.50. It is simply astounding for this Board to say with a straight face - again - that a superior cash bid from UWMC could not reasonably be expected to lead to a 'Company Superior Proposal' when prior offers from UWMC directly led to price increases by CCM. This is just the latest example of the TWO Board's egregious conduct, and it's not surprising that their position has been roundly rejected by both ISS and Glass Lewis. Instead of engaging, the TWO Board has concocted a series of misleading arguments to distract from the superior value that is on the table. They have also hired additional financial advisors at the expense of shareholders to provide cover for their outlandish logic to continue recommending the inferior CCM deal. We believe the only plausible explanation to recommend less for stockholders and refusing to negotiate with UWMC are the huge, accelerated management compensation packages that are part of the Proposed CCM Merger and have just been called out by Glass Lewis as 'excessive.'"

Two Harbors (TWO) responded to the revised unsolicited proposal announced by UWM Holdings Corporation (UWMC) on May 11, 2026: "After a thorough and careful review process conducted with the assistance of its independent financial and legal advisors, the TWO Board of Directors has unanimously rejected the Revised UWMC Proposal. The TWO Board determined, in its business judgment, that the Revised UWMC Proposal does not constitute, and would not reasonably be expected to result in, a "Company Superior Proposal" under the terms of TWO's amended merger agreement with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM"). The TWO Board has overseen significant increases in value for stockholders and has fully complied with its fiduciary duties under Maryland law to act in the best interests of ALL stockholders. Had TWO not terminated the earlier all-stock transaction with UWMC and elected to proceed with CCM, TWO common stockholders would have received UWMC stock worth just $7.58 per share (as of May 12, 2026). Under the CCM merger transaction all TWO common stockholders will receive $12.00 per share in cash in a deal that has financing, regulatory and closing certainty. This is compelling evidence of a board putting stockholders' interests first. In the TWO Board's view, the CCM transaction is the ONLY transaction that the TWO stockholders can trust to get over the finish line."