Two Harbors Investment (TWO) 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 $12.50 per share in cash (a $0.50 premium over CCM's $12.00) or 2.3328 shares of UWMC Class A common stock, with no cap or proration on the cash option.

• UWM criticizes the Two Harbors Board for not engaging in good faith negotiations and for instituting deal protections that hinder value maximization for shareholders.

• 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 engagement with competing bids.

• UWM's proposal is fully financed with a $1.3 billion unsecured bridge facility from Mizuho Bank, with no financing contingencies, and claims a faster, more certain path to closing than the CCM deal.

Voting matters and shareholder proposals

• Shareholders are urged to vote against three proposals: (1) the CCM Merger Proposal, (2) a non-binding advisory proposal on executive compensation related to the CCM merger, and (3) any adjournment of the special meeting to solicit further votes.

• Voting against the CCM Merger preserves the opportunity to consider UWM's higher-value proposal.

• The special meeting is scheduled for May 19, 2026, and only shareholders of record as of April 15, 2026, are eligible to vote.

Board of directors and corporate governance

• UWM alleges the Two Harbors Board has acted to entrench management and failed to fulfill its fiduciary duty to maximize shareholder value.

• The Board is criticized for increasing termination fees and adding closing conditions that delay or complicate alternative offers.

• UWM's communications emphasize the need for the Board to engage in good faith negotiations and consider superior proposals as required by the merger agreement and applicable law.