Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Amended merger agreement increases per-share cash consideration to $11.30, up from $10.80, for common stockholders in an all-cash transaction with CrossCountry Intermediate Holdco, LLC (CCM).

• Preferred stockholders will receive $25.00 per share plus accumulated and unpaid dividends upon closing.

• The amendment follows a thorough review of a competing proposal from UWM Holdings Corporation, with the board reaffirming the CCM deal as superior.

• The transaction is expected to close in Q3 2026, subject to customary closing conditions and stockholder approval at a special meeting scheduled for May 19, 2026.

• Upon completion, common stock will be delisted and the company will become a wholly owned subsidiary of CCM.

Voting matters and shareholder proposals

• Stockholders are asked to approve the amended merger agreement with CCM at a special meeting on May 19, 2026.

• The board unanimously recommends voting in favor of the transaction.

• Stockholders who have already voted may change their vote at any time before the meeting.

Board of directors and corporate governance

• The board conducted a thorough evaluation of the unsolicited UWM proposal, considering terms, financing, regulatory path, and deal certainty.

• The board unanimously approved the amended merger agreement and reaffirmed its recommendation.