Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Stockholders are urged to vote in favor of the proposed all-cash transaction with CrossCountry Mortgage (CCM), offering $12.00 per share plus a pro-rated stub dividend, with closing targeted for August 2026.

• The board unanimously recommends the CCM transaction, citing no viable or superior alternative proposals from other parties, including UWMC.

• 47 of 53 required regulatory approvals have been secured, and early termination of the HSR waiting period has been obtained.

• Forward-looking statements highlight expectations, goals, and risks associated with the CCM transaction, with caution regarding uncertainties and assumptions.

Voting matters and shareholder proposals

• Stockholders are asked to approve the CCM transaction at a special meeting, with the board recommending a 'FOR' vote on the WHITE proxy card.

• Failure to approve the transaction may result in a significant decline in stock value, with no actionable alternative on the table.

• Proxy solicitation details and assistance contacts are provided for stockholders.

Board of directors and corporate governance

• The board engaged directly with UWMC to seek a superior proposal but received no revised offer or constructive engagement.

• Directors, executive officers, and certain employees are participants in the proxy solicitation, with their interests disclosed in the proxy statement.