TWO News & Events

Two Harbors announced, based on the preliminary vote count, that its common stockholders voted to approve the previously announced merger with CrossCountry Mortgage, LLC at the reconvened Special Meeting of Stockholders held on July 2, 2026. The voting results described above are preliminary and remain subject to final certification by the independent inspector of elections. TWO intends to report the final, certified voting results in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission. Under the terms of the Agreement and Plan of Merger, dated March 27, 2026, as amended, CrossCountry Merger Corp., a wholly owned subsidiary of CCM, will merge with and into TWO, with TWO surviving the merger as a wholly owned subsidiary of CCM. Pursuant to the CCM Merger Agreement, at the effective time of the CCM transaction, each outstanding share of TWO common stock, par value $0.01 per share, will be converted into the right to receive $12.00 per share in cash, without interest. In addition, TWO common stockholders will receive a pro-rated stub dividend for the portion of the quarter in which the closing occurs, calculated based on TWO's most recent quarterly dividend and the number of days elapsed in the quarter through and including the day prior to closing. Holders of TWO's Series A, Series B and Series C preferred stock will have their shares redeemed following the closing of the CCM transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock. Houlihan Lokey Capital, Inc. is serving as financial advisor and PJT Partners is serving as strategic advisor to TWO. Jones Day is serving as legal counsel and D.F. King & Co., Inc. is serving as proxy solicitor to TWO. Citi is acting as exclusive financial advisor and Simpson Thacher & Bartlett LLP is acting as legal counsel to CCM. Innisfree is acting as proxy advisor to CCM.

UWM Holdings Corporation (UWMC) reaffirmed its commitment to acquire Two Harbors Investment Corp. (TWO) and issued a statement regarding the upcoming special meeting on June 23 to vote on TWO's proposed merger with CrossCountry Mortgage, LLC, following the third adjournment. UWMC said: "TWO stockholders have sent a clear message over and over again: they do not support the inferior CCM transaction or the TWO Board's repeated adjournments - and we urge them to continue to reject CCM's inferior proposal. It's high time that the TWO Board respect the will of their stockholders. In stark contrast, UWMC's proposal offers both higher value and stockholder choice through stock consideration or an election to receive $12.50 per share in cash with full financing. That optionality is a clear benefit to stockholders, not a flaw. UWMC remains committed to its superior proposal, to reaching a transaction that is best for UWMC and for TWO stockholders, to delivering a superior offer and finalizing an agreement quickly if the TWO Board will finally do the right thing and engage in good faith. Stockholders should not be forced into the inferior CCM deal because TWO's management thinks it is better for them personally. It is ironic that the TWO Board bemoans the decline of its stock price, when they have a path to maximizing value for all TWO stockholders: true engagement with UWMC. TWO stockholders should continue to vote AGAINST the CCM merger and demand that the TWO Board engage with UWMC in an open, unrestricted and good-faith manner."

Two Harbors Investment issued the following statement regarding the pending transaction with CrossCountry Mortgage,: "TWO stockholders face a consequential choice at TWO's Special Meeting: the certainty of $12.00 per share in cash under the CCM transaction or the potential significant decline in the value of TWO common stock if the transaction is not approved - with no actionable alternative on the table. The Board unanimously recommends that stockholders vote 'FOR' the CCM transaction on the WHITE proxy card. In an effort to obtain the best result for all stockholders, and at their urging, TWO engaged directly with UWMC and asked it to submit any proposal that would address the Board's longstanding concerns. UWMC has not done so. Across the five-day waiver window and the nine days since, UWMC has not submitted a revised proposal, contacted TWO or its advisors, requested diligence or taken any other constructive action that might reasonably be expected to lead to a superior proposal. Nothing in the CCM merger agreement prevents UWMC from submitting a proposal at any time - whether before, during or after the waiver period. This is not how a motivated buyer behaves. If stockholders fail to approve the CCM transaction, there is no reason to believe that TWO would receive a superior proposal, or any proposal at all, from UWMC or any other third party... If approved tomorrow, the CCM transaction - CCM's best and final offer - will deliver $12.00 per share in cash to every TWO stockholder, plus a pro-rated stub dividend, with no election required and no risk of defaulting to volatile, devalued UWMC stock. We have already secured 47 of the 53 required regulatory approvals, obtained early termination of the HSR waiting period, and are on track to close in August 2026."