Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Board unanimously recommends approval of the CrossCountry Mortgage (CCM) transaction, offering $12.00 per share in cash plus a stub dividend to all stockholders, with an accelerated closing timeline targeted for August 2026.

• Special meeting for stockholder vote is scheduled for June 23, 2026, following a waiver period that allowed direct engagement with UWM Holdings Corporation (UWMC), which did not result in a competing proposal.

• CCM transaction represents a 21% premium to the unaffected share price and a 119% premium to fully diluted tangible book value as of March 31, 2026.

• 46 of 53 required regulatory approvals for the CCM transaction have been secured, with early termination of the HSR waiting period.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the proposed CCM transaction, with the Board urging a FOR vote on the WHITE proxy card.

• The Board's process included postponing the special meeting and seeking a waiver to allow direct engagement with UWMC, in response to shareholder and ISS feedback.

Board of directors and corporate governance

• The Board acted on stockholder feedback by seeking a waiver to negotiate with UWMC and ensured a robust, exhaustive process to maximize value.

• The Board's actions reflect fiduciary duties to all stockholders, prioritizing fully financed, all-cash consideration.