Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• A definitive merger agreement was reached for an all-cash acquisition at $12.00 per share, a 21% premium to the unaffected share price and a 19% premium to fully diluted tangible book value.

• Stockholders will receive a pro-rated stub dividend and the second quarter dividend in addition to the merger consideration.

• The transaction is fully financed, with no financing contingency, and is expected to close in August 2026.

• Early termination of the HSR waiting period and 41 of 53 required state regulatory approvals have been obtained.

• The board met over 30 times from December 2024 to May 2026, negotiating two price increases to maximize value.

Voting matters and shareholder proposals

• Stockholders are urged to vote in favor of the CCM transaction at the special meeting scheduled for June 11, 2026.

• The board unanimously recommends approval of the CCM transaction, citing its superior value and certainty.

• Failure to approve the CCM deal exposes stockholders to risk and uncertainty, with no assurance of better terms.

Board of directors and corporate governance

• The board and an ad hoc committee led a disciplined process, evaluating standalone prospects and all proposals.

• The board communicated deficiencies in competing proposals and prioritized stockholder interests.