Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Agreement and Plan of Merger signed March 27, 2026, for CrossCountry Intermediate Holdco, LLC (CCM) to acquire all outstanding shares of common stock of Two Harbors Investment Corp. for $10.80 per share in cash, with Two Harbors becoming a wholly owned subsidiary of CCM.

• Preferred stockholders will have their shares redeemed for $25.00 per share plus unpaid dividends, following the effective time of the merger.

• The Board unanimously recommends stockholders vote in favor of the merger, citing certainty of value, premium to trading price, committed financing, and no financing condition.

• The merger is expected to close in the second half of 2026, subject to regulatory and stockholder approvals.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: (1) approval of the CCM Merger, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the special meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; the Board recommends voting FOR all proposals.

• No other business will be transacted at the special meeting.

Board of directors and corporate governance

• The Board conducted a thorough process, considering multiple proposals and alternatives, and determined the CCM Merger to be the most favorable for stockholders.

• The Board's recommendation is based on certainty of value, committed financing, and the absence of a financing condition.

• Directors and executive officers collectively own approximately 0.9% of outstanding common stock.