Two Harbors Investment (TWO) Proxy Filing summary

Executive summary

• Two Harbors Investment Corp. and UWM Holdings Corporation have entered into a definitive merger agreement, with Two Harbors merging into a wholly owned subsidiary of UWMC, making it an indirect, wholly owned subsidiary of UWMC. The merger is expected to close after all conditions are met, with a termination right if not closed by December 17, 2026, subject to extension.

• Each share of Two Harbors common stock will be converted into 2.3328 shares of UWMC Class A common stock, and each series of Two Harbors preferred stock will be converted into an equivalent series of UWMC preferred stock.

• The special meeting for Two Harbors common stockholders to vote on the merger is scheduled for March 16, 2026. Preferred stockholders are not entitled to vote but will receive notice.

• The Two Harbors Board unanimously recommends voting in favor of the merger, the non-binding compensation advisory proposal, and the adjournment proposal.

Voting matters and shareholder proposals

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

• Approval of the merger requires a majority of outstanding common shares; the other proposals require a majority of votes cast, provided a quorum is present.

• Abstentions and non-votes count as votes against the merger but not against the other proposals.

Board of directors and corporate governance

• The combined company’s board will expand to 11 members, including one director designated by Two Harbors.

• SFS Holdings Corp. will control approximately 79% of the combined voting power post-merger.