Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Amended merger agreement signed for acquisition by CrossCountry Mortgage, increasing per-share cash consideration to $11.30 from $10.80.

• Special meeting of stockholders to approve the transaction scheduled for May 19, 2026.

• Transaction expected to close in Q3 2026, subject to customary closing conditions and regulatory approvals.

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

• Regular quarterly dividends to be paid prior to closing, consistent with past practice.

Voting matters and shareholder proposals

• Board unanimously recommends stockholders vote in favor of the amended merger agreement.

• Stockholders who have already voted may change their vote before the special meeting.

• Proxy statement and related materials filed and mailed to stockholders; approval required for transaction.

Board of directors and corporate governance

• Board conducted thorough review of an unsolicited competing proposal before approving the amended agreement.

• Board determined the amended agreement offers superior certainty and value for stockholders.