Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• CrossCountry Intermediate Holdco, LLC will acquire all outstanding shares of common stock for $10.80 per share in cash, with preferred shares to be redeemed at $25.00 per share plus unpaid dividends after closing.

• The merger was unanimously approved by the board and is recommended for shareholder approval; closing is expected in the second half of 2026, subject to customary conditions and regulatory approvals.

• The prior merger agreement with UWM Holdings Corporation was terminated, with a $25.4 million termination fee paid by CrossCountry on behalf of the company.

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

• The combined platform will integrate origination and servicing, aiming for higher customer retention and recurring revenue.

Voting matters and shareholder proposals

• Shareholders will vote on the merger agreement, with the board recommending approval.

• The transaction requires approval by a majority of outstanding common stockholders and customary regulatory consents.

• A proxy statement will be filed and distributed to shareholders with details on the transaction and voting procedures.

Board of directors and corporate governance

• The board unanimously approved the merger and resolved to recommend it to shareholders.

• The board received a fairness opinion from Houlihan Lokey Capital, Inc. regarding the merger consideration.

• The board has taken actions to render Maryland anti-takeover statutes inapplicable to the merger.