Two Harbors Investment (TWO) Proxy filing summary

Executive summary

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

• The Board unanimously recommends approval, citing certainty of value, premium to trading price, committed financing, and no financing condition.

• The prior merger agreement with UWM Holdings Corporation was terminated, and CCM paid the $25.4 million termination fee on behalf of Two Harbors.

• The special meeting of common stockholders will be held virtually to vote on the merger, executive compensation, and potential adjournment.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) approval of the CCM Merger Proposal, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstention counts as a vote against.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board conducted a thorough process, considering multiple proposals and alternatives, and determined the CCM offer was superior due to its fixed cash value and certainty.

• The Board considered risks of operating as a standalone business and the relative merits of other proposals.

• Directors and executive officers collectively own less than 1% of outstanding shares.