Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Board unanimously recommends voting for the all-cash CCM transaction at $12.00 per share plus a pro-rated stub dividend, with closing targeted for August 2026.

• CCM transaction is fully financed, with 85% of regulatory approvals secured and no stock consideration or election required.

• Competing UWMC proposal lacks a binding agreement, defaults non-electing shareholders to devalued UWMC stock, and faces significant credit and regulatory hurdles.

• Board highlights rigorous process, including over 30 meetings and multiple increases in CCM's offer, to maximize shareholder value.

• Special Meeting postponed to June 23, 2026, to allow time for potential all-cash UWMC proposal and further shareholder solicitation.

Voting matters and shareholder proposals

• Shareholders will vote on the CCM Merger Proposal, a non-binding compensation advisory proposal, and an adjournment proposal at the Special Meeting.

• No other business will be transacted at the meeting or any adjournment.

Board of directors and corporate governance

• Board and Ad Hoc Committee held over 30 meetings to evaluate alternatives, engaging four independent advisors.

• Board negotiated multiple increases in CCM's offer and maintains no conflicts of interest; no board member will continue with the combined company.