Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Entered a definitive merger agreement with CrossCountry Mortgage, LLC, terminating a prior agreement with UWM Holdings Corporation; CCM will acquire all outstanding shares at $11.30 per share, up from $10.80 previously.

• Preferred stockholders to be redeemed at $25.00 per share plus accrued dividends upon closing; regular quarterly dividends to continue until merger completion.

• Transaction expected to close in the second half of 2026, pending shareholder and regulatory approvals.

• Reported book value per common share of $10.57 and declared a $0.34 per share dividend for Q1 2026.

• Generated a comprehensive loss of $24.7 million, or $0.24 per share, for Q1 2026.

Voting matters and shareholder proposals

• Shareholders are to vote on the proposed CCM Merger, with the board unanimously recommending approval.

• Proxy statement mailed April 20, 2026, contains details on the merger and related matters.

Board of directors and corporate governance

• Directors, executive officers, and certain employees are participants in the proxy solicitation for the merger.

• Information on director and executive officer holdings and interests in the merger is disclosed in the proxy statement and recent SEC filings.