UWM (UWMC) Proxy filing summary

Executive summary

• UWM Holdings Corporation is soliciting proxies to vote against the proposed merger of Two Harbors Investment Corp. with CrossCountry Intermediate Holdco, LLC (CCM), arguing that its own acquisition proposal offers superior value and terms for shareholders.

• UWM's latest proposal allows Two Harbors shareholders to elect either $12.50 per share in cash or 2.3328 shares of UWMC Class A common stock, with no cap or proration, and is fully financed by a $1.3 billion unsecured bridge facility from Mizuho Bank.

• UWM criticizes the Two Harbors Board for not engaging in good faith negotiations and for instituting deal protections that hinder value maximization, including increased termination fees and restrictive closing conditions.

• Leading proxy advisory firms ISS and Glass Lewis recommend voting against the CCM merger, citing the Board's failure to extract the best terms and lack of productive engagement with competing bidders.

• UWM asserts its proposal offers a faster, more certain path to closing, with regulatory approvals largely in place, and urges shareholders to vote against the CCM merger to preserve the opportunity for a superior deal.

Voting matters and shareholder proposals

• Shareholders are asked to vote on three proposals: (1) the CCM Merger Proposal, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) a proposal to adjourn the special meeting if necessary.

• UWM recommends voting against all three proposals, emphasizing that a vote against the CCM merger is necessary to enable consideration of its superior offer.

• The record date for voting is April 15, 2026, with 105,046,333 shares outstanding and entitled to vote.

Board of directors and corporate governance

• UWM alleges the Two Harbors Board has acted to entrench itself and management, prioritizing deal protections and management compensation over shareholder value.

• UWM's communications highlight concerns about the Board's process, including failure to engage with superior proposals and mischaracterization of UWM's financing and offer terms.