Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Proposed all-cash acquisition by Cross Country Intermediate Holdco, LLC (CCM) at $11.30 per share, a 14% premium to unaffected share price and 12% above fully diluted tangible book value as of March 31, 2026.

• Transaction offers immediate, certain value with fully committed financing and no exposure to market volatility or financing contingencies.

• Integration planning is underway, with significant regulatory progress and closing targeted for Q3 2026.

• Board unanimously recommends voting FOR the CCM transaction, citing a robust, multi-year process and superior value compared to competing proposals.

Voting matters and shareholder proposals

• Stockholders are asked to approve the CCM transaction at a special meeting scheduled for May 19, 2026.

• Board recommends voting FOR the CCM transaction, emphasizing its superiority over the revised UWMC proposal.

Board of directors and corporate governance

• Majority-independent Board and fully independent Ad Hoc Committee led the process, with deep industry, M&A, and regulatory expertise.

• Board and committee met 30 times over a multi-year period, evaluating multiple proposals and acting in accordance with fiduciary duties.

• Independent advisors, including Houlihan Lokey, PJT Partners, and legal counsel, supported the process.