Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Board unanimously rejected UWMC's revised proposal, citing significant risks and deficiencies compared to the CCM agreement.

• CCM transaction offers $12.00 per share in cash, a 21% premium to unaffected share price and 119% premium to tangible book value.

• Special meeting for stockholder vote on CCM transaction scheduled for May 19, 2026, with most regulatory approvals already received.

• Board emphasizes certainty, value, and fiduciary duty to all stockholders in supporting CCM deal.

• Forward-looking statements highlight risks, uncertainties, and no guarantee of transaction completion.

Voting matters and shareholder proposals

• Stockholders are urged to vote FOR the CCM transaction at the upcoming special meeting.

• Proxy statement and supplemental materials provide details on the CCM merger and voting process.

Board of directors and corporate governance

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

• No board member or executive is expected to continue with the combined company post-merger.

• Board reiterates focus on stockholder interests and compliance with fiduciary duties.