Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• A special meeting is scheduled for May 19, 2026, for common stockholders to vote on the amended merger agreement with CrossCountry Mortgage (CCM), which increases the cash consideration to $11.30 per share, up from $10.80.

• The Board unanimously recommends voting in favor of the CCM Merger Proposal, the Non-Binding Compensation Advisory Proposal, and the Adjournment Proposal.

• The amendment follows a competing proposal from UWM Holdings Corporation, which was evaluated but ultimately deemed inferior due to execution risks and less favorable terms.

• The merger is subject to regulatory approvals, including HSR Act clearance and consents for business permits related to mortgage origination and servicing; 21 of 53 required state approvals have been obtained.

• If the merger is completed, common and preferred stock will be delisted from the NYSE and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Stockholders will vote on the CCM Merger Proposal, a non-binding advisory proposal on executive compensation related to the merger, and a proposal to adjourn the meeting if more votes are needed.

• Only common stockholders as of April 15, 2026, are entitled to vote; preferred stockholders are not entitled to vote but will receive notice.

Board of directors and corporate governance

• The Board and an Ad Hoc Committee conducted a thorough review of competing proposals, considering financial, strategic, and execution risks.

• The Board determined the CCM Merger Agreement is in the best interests of stockholders, providing certainty of value and liquidity.

• The Board considered alternatives, including prior proposals from CCM, UWMC, and another party, and concluded the amended CCM Merger was superior.