Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Board unanimously recommends the all-cash merger with CrossCountry Mortgage (CCM), citing certainty and superior value for all shareholders compared to the revised unsolicited proposal from UWM Holdings (UWMC).

• CCM transaction offers $11.30 per share in cash, representing a premium to tangible book value and eliminating valuation risk.

• UWMC's proposal is deemed inferior due to lack of committed financing, credibility concerns, and lower blended value for shareholders.

• CCM transaction expected to close in Q3 2026, with significant progress on regulatory approvals and integration planning.

• Forward-looking statements highlight risks and uncertainties, including regulatory approvals, market conditions, and potential disruption from the transaction process.

Voting matters and shareholder proposals

• Special Meeting of Stockholders to vote on the CCM transaction is scheduled for May 19, 2026.

• Board urges shareholders to vote "FOR" the CCM transaction, emphasizing its fiduciary duty to maximize shareholder value.

Board of directors and corporate governance

• Board conducted a thorough review with independent advisors before unanimously rejecting UWMC's revised proposal.

• Board remains committed to acting in the best interests of all shareholders and fulfilling fiduciary obligations.