Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Announced adjournment of the special meeting to July 2, 2026, to allow more time to solicit proxies for the proposed acquisition by CrossCountry Intermediate Holdco, LLC (CCM).

• The board unanimously recommends voting in favor of the CCM transaction, which offers $12.00 per share in cash plus a pro-rated stub dividend.

• The offer represents a 21% premium to the unaffected share price and a 119% premium to fully diluted tangible book value as of March 31, 2026.

• 47 of 53 required regulatory approvals have been secured, and the transaction is expected to close in August 2026.

• Stockholders who have already voted in favor need take no further action; those who have not are urged to vote promptly.

Voting matters and shareholder proposals

• Stockholders are being asked to approve the CCM transaction at the reconvened special meeting.

• Proxies previously submitted will be counted unless revoked; instructions provided for changing votes.

• The board emphasizes the importance of every vote and encourages prompt participation.

Board of directors and corporate governance

• The board of directors unanimously supports the CCM transaction, citing its benefits to stockholders.

• Directors, executive officers, and certain employees may be deemed participants in the proxy solicitation.