Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Special Meeting of Stockholders adjourned to June 11, 2026, to allow more time for stockholder engagement and proxy solicitation regarding the proposed acquisition by CrossCountry Intermediate Holdco, LLC (CCM).

• The Board unanimously recommends voting in favor of the CCM transaction, citing a 21% premium to the unaffected share price and a 19% premium to fully diluted tangible book value.

• The CCM transaction is fully financed, with no financing contingency, and has received 41 of 53 required regulatory approvals.

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

• The Board warns that rejecting the CCM deal introduces significant uncertainty and risk, as alternative proposals lack comparable certainty and value.

Voting matters and shareholder proposals

• Stockholders are voting on the proposed all-cash acquisition by CCM at $12.00 per share, plus a pro-rated stub dividend.

• Holders of preferred stock will have shares redeemed at $25.00 per share plus accumulated and unpaid dividends.

• Proxies previously submitted remain valid unless revoked; stockholders can change their vote before the reconvened meeting.

Board of directors and corporate governance

• The Board engaged in a competitive process, including negotiations with UWM Holdings Corporation (UWMC), but found CCM's offer superior in certainty and value.

• The Board remains open to actionable, fully financed, all-cash proposals from other parties, consistent with fiduciary duties.