Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Adjournment of the special meeting to May 28, 2026, to allow more time for proxy solicitation regarding the proposed acquisition by CrossCountry Intermediate Holdco, LLC (CCM).

• The board unanimously recommends stockholders vote in favor of the CCM transaction, which offers $12.00 per share in cash plus dividends.

• The transaction also includes redemption of preferred shares at $25.00 per share plus accrued dividends.

• The transaction is subject to stockholder approval and customary regulatory conditions.

• A recent court ruling upheld the adequacy of proxy disclosures and denied a motion to delay the stockholder vote.

Voting matters and shareholder proposals

• Stockholders are being asked to approve the CCM merger proposal at the reconvened special meeting.

• Proxies previously submitted remain valid unless revoked; stockholders who have not voted are encouraged to do so.

• The board continues to recommend a "FOR" vote on all proposals related to the CCM transaction.

Board of directors and corporate governance

• The board of directors unanimously supports the CCM transaction, believing it is in the best interests of stockholders.

• Directors, executive officers, and certain employees may be deemed participants in the proxy solicitation.