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TWO Provides Update on UWMC Engagement Following Expiration of Waiver Period

TWOUWMC
  • UWM Holdings (UWMC) did not submit a proposal or address longstanding concerns regarding default stock consideration during the waiver period ending June 12, 2026.
  • Two Harbors Investment Corp (TWO) Board of Directors unanimously recommends stockholders vote FOR the CrossCountry Mortgage (CCM) transaction on the WHITE proxy card.
  • The special meeting to vote on the transaction is scheduled for June 23, 2026.
  • The CCM transaction offers $12.00 per share in all-cash consideration plus a pro-rated stub dividend to all stockholders without requiring an election.
  • UWMC's previous proposal defaulted non-electing stockholders into UWMC stock, which had an implied value of approximately $5.55 per share based on the June 12, 2026 closing price of $2.38.
  • UWMC declined to schedule additional meetings or provide specific due diligence requests despite TWO's invitations to engage directly during the waiver window.
  • The CCM deal represents a 21% premium to TWO's unaffected share price as of December 16, 2025, and a 119% premium to fully diluted tangible book value as of March 31, 2026.
  • The transaction is fully financed with binding commitment letters, and 46 of 53 required regulatory approvals have been secured.
  • The deal is on track to close in August 2026 after an early termination of the HSR waiting period.
  • TWO postponed the special meeting from June 11 to June 23 to allow time for potential engagement with UWMC following a waiver from CCM restrictions.