{"success":true,"data":{"pressRelease":{"id":"18909","rtpr_id":"nBwbMlfWfa","ticker":"TWO","exchange":"NYSE","all_tickers":["TWO"],"title":"TWO Reaffirms Unanimous Recommendation for All-Cash CrossCountry Transaction and Responds to UWM Holdings","author":"Business Wire","published_at":"2026-05-04T12:00:01.583Z","article_body":"TWO Reaffirms Unanimous Recommendation for All-Cash CrossCountry Transaction\nand Responds to UWM Holdings\n\nPending CrossCountry Transaction Provides Compelling and Certain Cash Value to\nAll TWO Stockholders\n\nTWO Board Unanimously Rejects UWMC’s Revised Unsolicited Proposal and Finds\nIt Is Not in the Best Interests of All TWO Stockholders Due to Significant\nClosing and Business Risks, Including:\n\n\n * UWMC has not provided committed financing, which is a necessary condition to\ncompleting a transaction\n\n * UWMC’s contradictory public statements undermine its credibility and call\ninto question its intent and rationale for entering a transaction in which it\nexpects no synergies and no meaningful increase in public float\n\n * UWMC’s own statements and actions have exacerbated employee attrition risks\nfor TWO that impair the certainty of closing and could lead to irreparable\nharm to TWO’s business and stockholders\n\n * UWMC’s proposed regulatory timeline is not credible; CCM’s timeline is\nshorter, with the transaction expected to close in Q3 2026\n\n * UWMC’s proposal provides inadequate value to all stockholders – UWMC stock\nis the default consideration (currently worth only $8.54 per share),(1 )TWO\nestimates that 25% to 30%(2 )of TWO stockholders may default into that stock,\nand the blended value of UWMC’s proposal (approximately $10.96 to $11.13 per\nshare) is below CCM’s certain $11.30 all-cash price\n\nThe TWO Board will continue to act in accordance with its fiduciary duties to\nall stockholders\n\nTWO\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.twoharborsinvestment.com%2F&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=TWO&index=1&md5=2503c044b84ba519336907952f346c2c)\n(Two Harbors Investment Corp, NYSE: TWO), an MSR-focused REIT, today\nreaffirmed the unanimous support of the TWO Board of Directors for the\nCompany’s previously announced amended transaction with CrossCountry\nMortgage, LLC (“CrossCountry” or “CCM”).\n\nIn response to the revised unsolicited proposal (the “Revised UWMC\nProposal”) announced by UWM Holdings Corporation (NYSE: UWMC) (“UWMC”)\non April 30, 2026, the Company notes that, after a thorough and careful review\nprocess conducted with the assistance of TWO’s independent financial and\nlegal advisors, the TWO Board of Directors, in its business judgment, has\nunanimously rejected the Revised UWMC Proposal. The Board determined that it\ndoes not constitute, and would not reasonably be expected to result in, a\n“Company Superior Proposal” under the terms of TWO’s amended merger\nagreement with CCM. TWO’s Board is committed to fulfilling its fiduciary\nobligations and delivering an outcome that is in the best interests of\nstockholders. Consistent with this, the Board reaffirms its unanimous\nrecommendation that TWO stockholders vote “FOR” the amended CCM\ntransaction at the previously announced Special Meeting of Stockholders\nscheduled for May 19, 2026.\n\nThe TWO Board concluded that UWMC’s Revised Proposal is inferior across\nmultiple dimensions. It carries financing, closing, business and credibility\nrisks that the Board is unwilling to accept and ultimately delivers a lower\noverall consideration to TWO stockholders.\n\n\n * The Revised UWMC Proposal Lacks Committed Financing, Despite Its Claims to the\nContrary. UWMC’s $1.3 billion “committed” bridge facility from Mizuho\nBank, Ltd. is subject to lender due diligence and permits the lender, in its\nsole and absolute discretion, to decline to fund. This is conditional, not\ncommitted, financing.\n\n\n * UWMC’s Balance Sheet Continues to Erode, Creating Additional Risk to\nClosing. Fitch has downgraded UWMC’s outlook twice in the last few months,\nciting “rising corporate leverage.” Fitch also noted that UWMC has had an\naverage annual capital drain of approximately $535 million over the last three\nyears that has been funded by increased leverage. UWMC’s stated $402 million\nof cash on hand as of March 31, 2026 is also concerning: that figure does not\nreflect the approximately $170 million dividend UWMC paid on April 9, 2026.\nThe fact that UWMC did not update its cash balance in either its April 20 or\nApril 30, 2026 proposals suggests that its current cash on hand may be below\nwhat UWMC has told TWO stockholders. Compounding these concerns, the Revised\nProposal omits customary interim operating covenants, leaving UWMC\nunrestricted in its ability to issue equity and declare further\ncapital-draining dividends prior to closing.\n\n\n * UWMC’s Public Statements and Conduct Raise Questions About the Credibility\nof Its Revised Proposal. Just weeks ago, UWMC publicly declared that TWO’s\nbusiness was “effectively a melting ice cube” and that a transaction with\nTWO would result in “no operational efficiencies” (i.e., no synergies).\nThis stands in stark contrast to the approximately $150 million in annual\nsynergies UWMC publicly represented it would achieve in connection with the\nparties’ original December 2025 transaction. UWMC has also publicly stated\nthat a cash acquisition of TWO would not make sense for UWMC and its\nstockholders. Now UWMC asks TWO’s stockholders to accept its proposal as a\ncredible path to value creation – even though it offers no synergies and,\ngiven that TWO stockholders may elect cash, will not deliver the increase in\nUWMC’s public float that was one of the original rationales for a UWMC/TWO\ncombination. UWMC has further undermined its credibility by repeatedly\naccompanying its proposals with threats of litigation if its terms are not\naccepted – conduct inconsistent with a counterparty acting in good faith.\nUWMC’s contradictory statements and its conduct raise questions about the\ncredibility of its proposal and its intent to complete a transaction with TWO,\nintroducing further risks to closing the transaction.\n\n\n * UWMC’s Revised Proposal Heightens Employee and Business Continuity Risk –\nBoth During Pendency and if the Transaction Fails to Close. The Revised\nProposal eliminates protections for TWO employees that were included in the\noriginal UWMC merger agreement. Based on UWMC’s position regarding TWO’s\nemployees and its public statements maligning the operational value of TWO,\nthe TWO Board believes there is real risk of personnel loss during the\npendency of any UWMC transaction. A large-scale loss of personnel during the\npendency of a UWMC transaction would jeopardize UWMC’s ability to obtain\nrequired regulatory and GSE approvals, impact TWO’s ability to meet ongoing\nSEC and REIT tax obligations, and impair its ability to satisfy the conditions\nrequired to close. Inability to service mortgage loans in conformance with GSE\nrequirements could also lead to a default under which the GSEs would have the\nright to seize TWO’s MSR assets with no compensation, resulting in a\ndevastating financial loss from which TWO stockholders would not recover. The\nharm would not be limited to the pendency period: if a UWMC transaction were\nultimately not consummated, TWO would be left to continue as an independent\ncompany with a depleted workforce, diminishing TWO’s standalone value and\nthe value available to TWO stockholders going forward.\n\n\n * UWMC’s Claimed Closing Timeline Is Not Credible. UWMC asserts that it could\nclose within two to three months of signing. This could only be true if UWMC\nintends to disregard state regulatory change of control approval requirements\nrelated to TWO’s mortgage servicing licenses, which at a minimum require 120\ndays’ advance notice. Absent a credible plan from UWMC to address those\nrequired regulatory approvals, UWMC’s Revised Proposal would face a longer\npath to close than UWMC claims. UWMC's stated willingness to close without\nrequired regulatory approvals is also concerning given the adverse business\nconsequences of doing so.\n\n\n * UWMC’s Default Stock Consideration Delivers Inadequate Value to TWO\nStockholders. UWMC’s April 30, 2026 press release and letter did not fully\nreflect the fact that UWMC stock – currently worth only $8.54 per TWO share\n– is the default consideration under the Revised Proposal. While UWMC has\nhighlighted a “headline value” of $12.00 per share, that consideration is\nnot in fact expected to be received by all TWO stockholders.\n\n\n\nUWMC’s structure compares unfavorably, in the aggregate, with the $11.30 per\nshare consideration that all stockholders will receive in the CCM transaction.\nBased on TWO’s retail and institutional ownership composition, TWO estimates\nthat 25-30% of outstanding shares would, by default, receive UWMC stock\ncurrently worth only $8.54 per share, below UWMC’s asserted “headline\nvalue.” On a blended basis, and based on UWMC’s current trading price, the\nconsideration offered under UWMC’s Revised Proposal equates to approximately\n$10.96 to $11.13 per TWO share, less than the $11.30 per share in certain,\nimmediate, all-cash consideration that every TWO stockholder will receive in\nthe CCM transaction.\n\n\n\nIn contrast to all TWO stockholders receiving the same, certain all-cash value\nvia the CCM transaction, the default of receiving UWMC stock would be\nfinancially detrimental to many TWO stockholders. UWMC asserts that this\noffers potential upside, but the disparity in valuation inherent in the\nRevised Proposal disadvantages certain stockholders, and the disparity will\ncontinue to grow if the value of UWMC stock continues to fall.\n\n\n * The Value of UWMC Stock Is Uncertain. For stockholders who, by default, end up\nwith UWMC stock, UWMC’s leverage, ongoing capital drain and continued\ninsider selling create real risk that the value of UWMC shares will continue\nto erode between signing and closing. Any TWO stockholder who desires to\ninvest in UWMC can buy its stock today, independent of the transaction’s\nmechanics. UWMC’s statement that the December 2025 exchange ratio is somehow\nstill appropriate belies the fact that UWMC stock has declined roughly 30% –\nfrom $5.12 to $3.66 – since that time.\n\nThe Amended CCM Transaction Delivers Certain Value to All Stockholders\n\nThe CCM transaction delivers $11.30 per share in certain, immediate, all-cash\nconsideration to every TWO stockholder – automatically, with committed\nfinancing, no financing contingency and a clear path to closing in the third\nquarter of 2026. In sharp contrast, UWMC’s headline cash election number of\n$12.00 per share is available only to stockholders who affirmatively elect\ncash during a future election window; stockholders who do not take action to\nelect cash will, by default, receive UWMC stock currently worth approximately\n$8.54 per share. The TWO Board believes UWMC’s proposal is subject to\nsignificant closing, financing, leverage and credibility risks not present in\nthe CCM transaction.\n\nKey features of the CCM transaction include:\n\n\n * Fixed, All-Cash Price for All Stockholders. The CCM merger agreement provides\na fixed cash price per share at signing, eliminating the risk of price\nfluctuation or stock-based valuation risk between signing and closing. The\n$11.30 per share cash consideration also represents a premium of approximately\n12% to TWO’s fully diluted tangible book value as of March 31, 2026,\ncomparable to the level TWO agreed to with UWMC in December.\n\n\n * Fully Committed Financing, No Diligence Out, No Financing Contingency. CCM has\ndelivered an executed financing commitment that is not subject to a\ndiligence-based termination right, and the CCM merger agreement contains no\nfinancing contingency. CCM bears the financing risk, not TWO stockholders.\n\n\n * Business Continuity Assurance Through Closing. CCM has been actively engaged\nin integration planning, including in-person visits by CCM’s CEO to meet\nwith employees at all four of TWO’s offices, providing a level of insight\nand certainty that reassures TWO’s employees and other stakeholders.\n\n\n * Significant Progress on Closing Approvals. The CCM transaction is well\nadvanced toward its expected third quarter 2026 closing. TWO and CCM have each\ncompleted their HSR Act filings, with the initial 30-day waiting period\nscheduled to expire on May 26, 2026, and all required state mortgage licensing\nfilings have been submitted, with more than 20 approvals already obtained. By\ncontrast, the Revised UWMC Proposal, as noted above, faces a materially longer\npath to closing.\n\nThe TWO Board Remains Steadfast in its Commitment to Seek the Best Outcome for\nStockholders\n\nThe TWO Board remains focused on the best interests of TWO stockholders, and\nis performing its fiduciary duties, in its best business judgment, consistent\nwith Maryland law. For all of the foregoing reasons, the TWO Board continues\nto unanimously recommend that TWO stockholders vote “FOR” the amended CCM\ntransaction at the May 19, 2026 Special Meeting of Stockholders.\n\nTWO’s previously announced Special Meeting of Stockholders in connection\nwith the CCM transaction remains scheduled for May 19, 2026. Stockholders who\nhave questions or need assistance voting their shares should contact TWO’s\nproxy solicitor, D.F. King & Co., Inc., at (646) 677-2516 (for banks and\nbrokers) or (888) 887-0082 (toll-free).\n\nAbout TWO\n\nTWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a\nreal estate investment trust that invests in mortgage servicing rights,\nresidential mortgage-backed securities and other financial assets. TWO is\nheadquartered in St. Louis Park, MN.\n\nForward Looking Statements\n\nThis communication may contain “forward-looking statements,” including\ncertain plans, expectations, goals, projections and statements about the\nproposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations\nand intentions, the expected timing of completion of the proposed CCM\ntransaction, the ability of the parties to complete the proposed CCM\ntransaction considering the various closing conditions; and other statements\nthat are not historical facts. Such statements are subject to numerous\nassumptions, risks, and uncertainties. Statements that do not describe\nhistorical or current facts, including statements about beliefs and\nexpectations, are forward-looking statements. The forward-looking statements\nare intended to be subject to the safe harbor provided by Section 27A of the\nSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange\nAct of 1934, as amended, and the Private Securities Litigation Reform Act of\n1995. All statements, other than statements of historical fact, included in\nthis communication that address activities, events or developments that TWO or\nCCM expects, believes or anticipates will or may occur in the future are\nforward-looking statements. Words such as “project,” “predict,”\n“believe,” “expect,” “anticipate,” “potential,” “create,”\n“estimate,” “plan,” “continue,” “intend,” “could,”\n“foresee,” “should,” “would,” “may,” “will,”\n“guidance,” “look,” “outlook,” “goal,” “future,”\n“assume,” “forecast,” “build,” “focus,” “work,” or the\nnegative of such terms or other variations thereof and words and terms of\nsimilar substance used in connection with any discussion of future plans,\nactions, or events identify forward-looking statements. However, the absence\nof these words does not mean that the statements are not forward-looking.\nProjected and estimated numbers are used for illustrative purposes only, are\nnot forecasts and may not reflect actual results. These statements are not\nguarantees of future performance and involve certain risks, uncertainties and\nassumptions that are difficult to predict. TWO’s ability to predict results\nor the actual effect of future events, actions, plans or strategies is\ninherently uncertain. Although TWO believes the expectations reflected in any\nforward-looking statements are based on reasonable assumptions, it can give no\nassurance that their expectations will be attained and therefore, actual\noutcomes and results may differ materially from what is expressed or\nforecasted in such forward-looking statements.\n\nThere are a number of risks and uncertainties that could cause actual results\nto differ materially from the forward-looking statements included in this\ncommunication. These include, among other things: the expected timing and\nlikelihood of completion of the proposed CCM transaction; the occurrence of\nany event, change or other circumstances that could give rise to the\ntermination of the proposed CCM transaction; the potential failure to receive,\non a timely basis or otherwise, the required approvals of the proposed CCM\ntransaction, including stockholder approval by TWO stockholders, and the\npotential failure to satisfy the other conditions to the consummation of the\nproposed CCM transaction in a timely manner or at all; risks related to\ndisruption of management’s attention from ongoing business operations due to\nthe proposed CCM transaction; the risk that any announcements relating to the\nproposed CCM transaction could have adverse effects on the market price of TWO\ncommon stock; the risk that the proposed CCM transaction and its announcement\ncould have an adverse effect on the ability of TWO to retain and hire key\npersonnel and the effect on TWO’s operating results and business generally;\nthe outcome of any legal proceedings relating to the proposed CCM transaction,\nincluding stockholder litigation in connection with the proposed CCM\ntransaction; the risk that restrictions during the pendency of the proposed\nCCM transaction may impact TWO’s ability to pursue certain business\nopportunities or strategic transactions; that TWO may be adversely affected by\nother economic, business or competitive factors; changes in future loan\nproduction; the availability of suitable investment opportunities; changes in\ninterest rates; changes in the yield curve; changes in prepayment rates; the\navailability and terms of financing; general economic conditions and market\nconditions; conditions in the market for mortgage-related investments; and\nlegislative and regulatory changes that could adversely affect TWO’s\nbusiness. All such factors are difficult to predict and are beyond the control\nof TWO and CCM, including those detailed in TWO’s annual reports on Form\n10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are\navailable on TWO’s website at www.twoinv.com/investors\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.twoinv.com%2Finvestors&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=www.twoinv.com%2Finvestors&index=2&md5=074ceec3e488a0240451e5e7f190e5ad)\nand on the Securities and Exchange Commission’s (the “SEC”) website at\nwww.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=www.sec.gov&index=3&md5=aea550df791d320689ce3d09fb9e3103)\n.\n\nEach of the forward-looking statements of TWO is based on assumptions that TWO\nbelieves to be reasonable but that may not prove to be accurate. Any\nforward-looking statement speaks only as of the date on which such statement\nis made, and TWO does not undertake any obligation to correct or update any\nforward-looking statement, whether as a result of new information, future\nevents or otherwise, except as required by applicable law. Readers are\ncautioned not to place undue reliance on these forward-looking statements that\nspeak only as of the date hereof.\n\nIMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT\n\nIn connection with the proposed CCM transaction, TWO filed with the SEC a\ndefinitive proxy statement (the “Proxy Statement”) on April 20, 2026. TWO\ncommenced mailing of the Proxy Statement on or about April 20, 2026. The\nproposed CCM transaction will be submitted to the TWO stockholders for their\napproval. TWO may also file other documents with the SEC regarding the\nproposed Merger. The Proxy Statement contains important information about the\nproposed CCM transaction and related matters. This communication is not a\nsubstitute for the Proxy Statement or any other documents that TWO may file\nwith the SEC or send to TWO stockholders in connection with the proposed CCM\ntransaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE\nPROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER\nRELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS\nANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR\nENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE\nPROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders\nmay obtain a free copy of the Proxy Statement and all other documents filed or\nthat will be filed with the SEC by TWO on the SEC’s website at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=www.sec.gov&index=4&md5=4ec6e3a6574c760ab4ca77564031a05b)\n. Copies of documents filed with the SEC by TWO will be made available free of\ncharge on TWO’s website at www.twoinv.com/investors\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.twoinv.com%2Finvestors&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=www.twoinv.com%2Finvestors&index=5&md5=31a45c1caa021d85c481765e66828164)\nor by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue\nSouth, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.\n\nPARTICIPANTS IN THE SOLICITATION\n\nTWO and its directors, executive officers, legal and financial advisors, and\ncertain other members of management and employees of TWO may be deemed to be\n“participants” in the solicitation of proxies from the TWO stockholders in\nconnection with the proposed CCM transaction. Securityholders can find\ninformation about TWO and its directors and executive officers and their\nownership of TWO common stock in the Proxy Statement. Please also refer to the\nsections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026,\ncaptioned “Compensation Discussion and Analysis,” “Summary Compensation\nTable” and “Item 12. Security Ownership of Certain Beneficial Owners and\nManagement and Related Stockholder Matters.” Any changes in the holdings of\nTWO’s securities by its directors or executive officers from the amounts\ndescribed in the Form 10-K/A have been reflected in Statements of Change in\nOwnership on Form 4 filed with the SEC subsequent to the filing date of the\nForm 10-K/A and are available on the SEC’s website at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=www.sec.gov&index=6&md5=07af5aa578b19138f18fa49ce003e9f0)\n. Additional information regarding the interests of such individuals in the\nproposed CCM transaction is included in the Proxy Statement relating to the\nproposed CCM transaction. Free copies of these documents may be obtained as\ndescribed in the preceding paragraph.\n\n(1 )Based on UWMC’s closing stock price of $3.66 on May 1, 2026 and proposed\nexchange ratio of 2.3328 UWMC shares per each share of TWO stock.\n\n(2 )TWO estimate based on TWO’s retail and institutional ownership\ncomposition, applied to historical voting participation rates of approximately\n27% for retail holders and approximately 73% for institutional holders, as\nreported in Broadridge Financial Solutions, Broadridge ProxyPulse, 2025 Proxy\nSeason Report.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260503498655/en/\n(https://www.businesswire.com/news/home/20260503498655/en/)\n\nMargaret Karr, Head of Investor Relations, TWO, (612) 453-4080,\nMargaret.Karr@twoinv.com (mailto:Margaret.Karr@twoinv.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBwbMlfWfa","title":"TWO Reaffirms Unanimous Recommendation for All-Cash CrossCountry Transaction and Responds to UWM Holdings","author":"Business Wire","ticker":"TWO","created":"2026-05-04T12:00:01.583Z","tickers":["TWO"],"exchange":"NYSE","article_body":"TWO Reaffirms Unanimous Recommendation for All-Cash CrossCountry Transaction\nand Responds to UWM Holdings\n\nPending CrossCountry Transaction Provides Compelling and Certain Cash Value to\nAll TWO Stockholders\n\nTWO Board Unanimously Rejects UWMC’s Revised Unsolicited Proposal and Finds\nIt Is Not in the Best Interests of All TWO Stockholders Due to Significant\nClosing and Business Risks, Including:\n\n\n * UWMC has not provided committed financing, which is a necessary condition to\ncompleting a transaction\n\n * UWMC’s contradictory public statements undermine its credibility and call\ninto question its intent and rationale for entering a transaction in which it\nexpects no synergies and no meaningful increase in public float\n\n * UWMC’s own statements and actions have exacerbated employee attrition risks\nfor TWO that impair the certainty of closing and could lead to irreparable\nharm to TWO’s business and stockholders\n\n * UWMC’s proposed regulatory timeline is not credible; CCM’s timeline is\nshorter, with the transaction expected to close in Q3 2026\n\n * UWMC’s proposal provides inadequate value to all stockholders – UWMC stock\nis the default consideration (currently worth only $8.54 per share),(1 )TWO\nestimates that 25% to 30%(2 )of TWO stockholders may default into that stock,\nand the blended value of UWMC’s proposal (approximately $10.96 to $11.13 per\nshare) is below CCM’s certain $11.30 all-cash price\n\nThe TWO Board will continue to act in accordance with its fiduciary duties to\nall stockholders\n\nTWO\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.twoharborsinvestment.com%2F&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=TWO&index=1&md5=2503c044b84ba519336907952f346c2c)\n(Two Harbors Investment Corp, NYSE: TWO), an MSR-focused REIT, today\nreaffirmed the unanimous support of the TWO Board of Directors for the\nCompany’s previously announced amended transaction with CrossCountry\nMortgage, LLC (“CrossCountry” or “CCM”).\n\nIn response to the revised unsolicited proposal (the “Revised UWMC\nProposal”) announced by UWM Holdings Corporation (NYSE: UWMC) (“UWMC”)\non April 30, 2026, the Company notes that, after a thorough and careful review\nprocess conducted with the assistance of TWO’s independent financial and\nlegal advisors, the TWO Board of Directors, in its business judgment, has\nunanimously rejected the Revised UWMC Proposal. The Board determined that it\ndoes not constitute, and would not reasonably be expected to result in, a\n“Company Superior Proposal” under the terms of TWO’s amended merger\nagreement with CCM. TWO’s Board is committed to fulfilling its fiduciary\nobligations and delivering an outcome that is in the best interests of\nstockholders. Consistent with this, the Board reaffirms its unanimous\nrecommendation that TWO stockholders vote “FOR” the amended CCM\ntransaction at the previously announced Special Meeting of Stockholders\nscheduled for May 19, 2026.\n\nThe TWO Board concluded that UWMC’s Revised Proposal is inferior across\nmultiple dimensions. It carries financing, closing, business and credibility\nrisks that the Board is unwilling to accept and ultimately delivers a lower\noverall consideration to TWO stockholders.\n\n\n * The Revised UWMC Proposal Lacks Committed Financing, Despite Its Claims to the\nContrary. UWMC’s $1.3 billion “committed” bridge facility from Mizuho\nBank, Ltd. is subject to lender due diligence and permits the lender, in its\nsole and absolute discretion, to decline to fund. This is conditional, not\ncommitted, financing.\n\n\n * UWMC’s Balance Sheet Continues to Erode, Creating Additional Risk to\nClosing. Fitch has downgraded UWMC’s outlook twice in the last few months,\nciting “rising corporate leverage.” Fitch also noted that UWMC has had an\naverage annual capital drain of approximately $535 million over the last three\nyears that has been funded by increased leverage. UWMC’s stated $402 million\nof cash on hand as of March 31, 2026 is also concerning: that figure does not\nreflect the approximately $170 million dividend UWMC paid on April 9, 2026.\nThe fact that UWMC did not update its cash balance in either its April 20 or\nApril 30, 2026 proposals suggests that its current cash on hand may be below\nwhat UWMC has told TWO stockholders. Compounding these concerns, the Revised\nProposal omits customary interim operating covenants, leaving UWMC\nunrestricted in its ability to issue equity and declare further\ncapital-draining dividends prior to closing.\n\n\n * UWMC’s Public Statements and Conduct Raise Questions About the Credibility\nof Its Revised Proposal. Just weeks ago, UWMC publicly declared that TWO’s\nbusiness was “effectively a melting ice cube” and that a transaction with\nTWO would result in “no operational efficiencies” (i.e., no synergies).\nThis stands in stark contrast to the approximately $150 million in annual\nsynergies UWMC publicly represented it would achieve in connection with the\nparties’ original December 2025 transaction. UWMC has also publicly stated\nthat a cash acquisition of TWO would not make sense for UWMC and its\nstockholders. Now UWMC asks TWO’s stockholders to accept its proposal as a\ncredible path to value creation – even though it offers no synergies and,\ngiven that TWO stockholders may elect cash, will not deliver the increase in\nUWMC’s public float that was one of the original rationales for a UWMC/TWO\ncombination. UWMC has further undermined its credibility by repeatedly\naccompanying its proposals with threats of litigation if its terms are not\naccepted – conduct inconsistent with a counterparty acting in good faith.\nUWMC’s contradictory statements and its conduct raise questions about the\ncredibility of its proposal and its intent to complete a transaction with TWO,\nintroducing further risks to closing the transaction.\n\n\n * UWMC’s Revised Proposal Heightens Employee and Business Continuity Risk –\nBoth During Pendency and if the Transaction Fails to Close. The Revised\nProposal eliminates protections for TWO employees that were included in the\noriginal UWMC merger agreement. Based on UWMC’s position regarding TWO’s\nemployees and its public statements maligning the operational value of TWO,\nthe TWO Board believes there is real risk of personnel loss during the\npendency of any UWMC transaction. A large-scale loss of personnel during the\npendency of a UWMC transaction would jeopardize UWMC’s ability to obtain\nrequired regulatory and GSE approvals, impact TWO’s ability to meet ongoing\nSEC and REIT tax obligations, and impair its ability to satisfy the conditions\nrequired to close. Inability to service mortgage loans in conformance with GSE\nrequirements could also lead to a default under which the GSEs would have the\nright to seize TWO’s MSR assets with no compensation, resulting in a\ndevastating financial loss from which TWO stockholders would not recover. The\nharm would not be limited to the pendency period: if a UWMC transaction were\nultimately not consummated, TWO would be left to continue as an independent\ncompany with a depleted workforce, diminishing TWO’s standalone value and\nthe value available to TWO stockholders going forward.\n\n\n * UWMC’s Claimed Closing Timeline Is Not Credible. UWMC asserts that it could\nclose within two to three months of signing. This could only be true if UWMC\nintends to disregard state regulatory change of control approval requirements\nrelated to TWO’s mortgage servicing licenses, which at a minimum require 120\ndays’ advance notice. Absent a credible plan from UWMC to address those\nrequired regulatory approvals, UWMC’s Revised Proposal would face a longer\npath to close than UWMC claims. UWMC's stated willingness to close without\nrequired regulatory approvals is also concerning given the adverse business\nconsequences of doing so.\n\n\n * UWMC’s Default Stock Consideration Delivers Inadequate Value to TWO\nStockholders. UWMC’s April 30, 2026 press release and letter did not fully\nreflect the fact that UWMC stock – currently worth only $8.54 per TWO share\n– is the default consideration under the Revised Proposal. While UWMC has\nhighlighted a “headline value” of $12.00 per share, that consideration is\nnot in fact expected to be received by all TWO stockholders.\n\n\n\nUWMC’s structure compares unfavorably, in the aggregate, with the $11.30 per\nshare consideration that all stockholders will receive in the CCM transaction.\nBased on TWO’s retail and institutional ownership composition, TWO estimates\nthat 25-30% of outstanding shares would, by default, receive UWMC stock\ncurrently worth only $8.54 per share, below UWMC’s asserted “headline\nvalue.” On a blended basis, and based on UWMC’s current trading price, the\nconsideration offered under UWMC’s Revised Proposal equates to approximately\n$10.96 to $11.13 per TWO share, less than the $11.30 per share in certain,\nimmediate, all-cash consideration that every TWO stockholder will receive in\nthe CCM transaction.\n\n\n\nIn contrast to all TWO stockholders receiving the same, certain all-cash value\nvia the CCM transaction, the default of receiving UWMC stock would be\nfinancially detrimental to many TWO stockholders. UWMC asserts that this\noffers potential upside, but the disparity in valuation inherent in the\nRevised Proposal disadvantages certain stockholders, and the disparity will\ncontinue to grow if the value of UWMC stock continues to fall.\n\n\n * The Value of UWMC Stock Is Uncertain. For stockholders who, by default, end up\nwith UWMC stock, UWMC’s leverage, ongoing capital drain and continued\ninsider selling create real risk that the value of UWMC shares will continue\nto erode between signing and closing. Any TWO stockholder who desires to\ninvest in UWMC can buy its stock today, independent of the transaction’s\nmechanics. UWMC’s statement that the December 2025 exchange ratio is somehow\nstill appropriate belies the fact that UWMC stock has declined roughly 30% –\nfrom $5.12 to $3.66 – since that time.\n\nThe Amended CCM Transaction Delivers Certain Value to All Stockholders\n\nThe CCM transaction delivers $11.30 per share in certain, immediate, all-cash\nconsideration to every TWO stockholder – automatically, with committed\nfinancing, no financing contingency and a clear path to closing in the third\nquarter of 2026. In sharp contrast, UWMC’s headline cash election number of\n$12.00 per share is available only to stockholders who affirmatively elect\ncash during a future election window; stockholders who do not take action to\nelect cash will, by default, receive UWMC stock currently worth approximately\n$8.54 per share. The TWO Board believes UWMC’s proposal is subject to\nsignificant closing, financing, leverage and credibility risks not present in\nthe CCM transaction.\n\nKey features of the CCM transaction include:\n\n\n * Fixed, All-Cash Price for All Stockholders. The CCM merger agreement provides\na fixed cash price per share at signing, eliminating the risk of price\nfluctuation or stock-based valuation risk between signing and closing. The\n$11.30 per share cash consideration also represents a premium of approximately\n12% to TWO’s fully diluted tangible book value as of March 31, 2026,\ncomparable to the level TWO agreed to with UWMC in December.\n\n\n * Fully Committed Financing, No Diligence Out, No Financing Contingency. CCM has\ndelivered an executed financing commitment that is not subject to a\ndiligence-based termination right, and the CCM merger agreement contains no\nfinancing contingency. CCM bears the financing risk, not TWO stockholders.\n\n\n * Business Continuity Assurance Through Closing. CCM has been actively engaged\nin integration planning, including in-person visits by CCM’s CEO to meet\nwith employees at all four of TWO’s offices, providing a level of insight\nand certainty that reassures TWO’s employees and other stakeholders.\n\n\n * Significant Progress on Closing Approvals. The CCM transaction is well\nadvanced toward its expected third quarter 2026 closing. TWO and CCM have each\ncompleted their HSR Act filings, with the initial 30-day waiting period\nscheduled to expire on May 26, 2026, and all required state mortgage licensing\nfilings have been submitted, with more than 20 approvals already obtained. By\ncontrast, the Revised UWMC Proposal, as noted above, faces a materially longer\npath to closing.\n\nThe TWO Board Remains Steadfast in its Commitment to Seek the Best Outcome for\nStockholders\n\nThe TWO Board remains focused on the best interests of TWO stockholders, and\nis performing its fiduciary duties, in its best business judgment, consistent\nwith Maryland law. For all of the foregoing reasons, the TWO Board continues\nto unanimously recommend that TWO stockholders vote “FOR” the amended CCM\ntransaction at the May 19, 2026 Special Meeting of Stockholders.\n\nTWO’s previously announced Special Meeting of Stockholders in connection\nwith the CCM transaction remains scheduled for May 19, 2026. Stockholders who\nhave questions or need assistance voting their shares should contact TWO’s\nproxy solicitor, D.F. King & Co., Inc., at (646) 677-2516 (for banks and\nbrokers) or (888) 887-0082 (toll-free).\n\nAbout TWO\n\nTWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a\nreal estate investment trust that invests in mortgage servicing rights,\nresidential mortgage-backed securities and other financial assets. TWO is\nheadquartered in St. Louis Park, MN.\n\nForward Looking Statements\n\nThis communication may contain “forward-looking statements,” including\ncertain plans, expectations, goals, projections and statements about the\nproposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations\nand intentions, the expected timing of completion of the proposed CCM\ntransaction, the ability of the parties to complete the proposed CCM\ntransaction considering the various closing conditions; and other statements\nthat are not historical facts. Such statements are subject to numerous\nassumptions, risks, and uncertainties. Statements that do not describe\nhistorical or current facts, including statements about beliefs and\nexpectations, are forward-looking statements. The forward-looking statements\nare intended to be subject to the safe harbor provided by Section 27A of the\nSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange\nAct of 1934, as amended, and the Private Securities Litigation Reform Act of\n1995. All statements, other than statements of historical fact, included in\nthis communication that address activities, events or developments that TWO or\nCCM expects, believes or anticipates will or may occur in the future are\nforward-looking statements. Words such as “project,” “predict,”\n“believe,” “expect,” “anticipate,” “potential,” “create,”\n“estimate,” “plan,” “continue,” “intend,” “could,”\n“foresee,” “should,” “would,” “may,” “will,”\n“guidance,” “look,” “outlook,” “goal,” “future,”\n“assume,” “forecast,” “build,” “focus,” “work,” or the\nnegative of such terms or other variations thereof and words and terms of\nsimilar substance used in connection with any discussion of future plans,\nactions, or events identify forward-looking statements. However, the absence\nof these words does not mean that the statements are not forward-looking.\nProjected and estimated numbers are used for illustrative purposes only, are\nnot forecasts and may not reflect actual results. These statements are not\nguarantees of future performance and involve certain risks, uncertainties and\nassumptions that are difficult to predict. TWO’s ability to predict results\nor the actual effect of future events, actions, plans or strategies is\ninherently uncertain. Although TWO believes the expectations reflected in any\nforward-looking statements are based on reasonable assumptions, it can give no\nassurance that their expectations will be attained and therefore, actual\noutcomes and results may differ materially from what is expressed or\nforecasted in such forward-looking statements.\n\nThere are a number of risks and uncertainties that could cause actual results\nto differ materially from the forward-looking statements included in this\ncommunication. These include, among other things: the expected timing and\nlikelihood of completion of the proposed CCM transaction; the occurrence of\nany event, change or other circumstances that could give rise to the\ntermination of the proposed CCM transaction; the potential failure to receive,\non a timely basis or otherwise, the required approvals of the proposed CCM\ntransaction, including stockholder approval by TWO stockholders, and the\npotential failure to satisfy the other conditions to the consummation of the\nproposed CCM transaction in a timely manner or at all; risks related to\ndisruption of management’s attention from ongoing business operations due to\nthe proposed CCM transaction; the risk that any announcements relating to the\nproposed CCM transaction could have adverse effects on the market price of TWO\ncommon stock; the risk that the proposed CCM transaction and its announcement\ncould have an adverse effect on the ability of TWO to retain and hire key\npersonnel and the effect on TWO’s operating results and business generally;\nthe outcome of any legal proceedings relating to the proposed CCM transaction,\nincluding stockholder litigation in connection with the proposed CCM\ntransaction; the risk that restrictions during the pendency of the proposed\nCCM transaction may impact TWO’s ability to pursue certain business\nopportunities or strategic transactions; that TWO may be adversely affected by\nother economic, business or competitive factors; changes in future loan\nproduction; the availability of suitable investment opportunities; changes in\ninterest rates; changes in the yield curve; changes in prepayment rates; the\navailability and terms of financing; general economic conditions and market\nconditions; conditions in the market for mortgage-related investments; and\nlegislative and regulatory changes that could adversely affect TWO’s\nbusiness. All such factors are difficult to predict and are beyond the control\nof TWO and CCM, including those detailed in TWO’s annual reports on Form\n10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are\navailable on TWO’s website at www.twoinv.com/investors\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.twoinv.com%2Finvestors&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=www.twoinv.com%2Finvestors&index=2&md5=074ceec3e488a0240451e5e7f190e5ad)\nand on the Securities and Exchange Commission’s (the “SEC”) website at\nwww.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=www.sec.gov&index=3&md5=aea550df791d320689ce3d09fb9e3103)\n.\n\nEach of the forward-looking statements of TWO is based on assumptions that TWO\nbelieves to be reasonable but that may not prove to be accurate. Any\nforward-looking statement speaks only as of the date on which such statement\nis made, and TWO does not undertake any obligation to correct or update any\nforward-looking statement, whether as a result of new information, future\nevents or otherwise, except as required by applicable law. Readers are\ncautioned not to place undue reliance on these forward-looking statements that\nspeak only as of the date hereof.\n\nIMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT\n\nIn connection with the proposed CCM transaction, TWO filed with the SEC a\ndefinitive proxy statement (the “Proxy Statement”) on April 20, 2026. TWO\ncommenced mailing of the Proxy Statement on or about April 20, 2026. The\nproposed CCM transaction will be submitted to the TWO stockholders for their\napproval. TWO may also file other documents with the SEC regarding the\nproposed Merger. The Proxy Statement contains important information about the\nproposed CCM transaction and related matters. This communication is not a\nsubstitute for the Proxy Statement or any other documents that TWO may file\nwith the SEC or send to TWO stockholders in connection with the proposed CCM\ntransaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE\nPROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER\nRELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS\nANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR\nENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE\nPROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders\nmay obtain a free copy of the Proxy Statement and all other documents filed or\nthat will be filed with the SEC by TWO on the SEC’s website at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=www.sec.gov&index=4&md5=4ec6e3a6574c760ab4ca77564031a05b)\n. Copies of documents filed with the SEC by TWO will be made available free of\ncharge on TWO’s website at www.twoinv.com/investors\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.twoinv.com%2Finvestors&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=www.twoinv.com%2Finvestors&index=5&md5=31a45c1caa021d85c481765e66828164)\nor by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue\nSouth, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.\n\nPARTICIPANTS IN THE SOLICITATION\n\nTWO and its directors, executive officers, legal and financial advisors, and\ncertain other members of management and employees of TWO may be deemed to be\n“participants” in the solicitation of proxies from the TWO stockholders in\nconnection with the proposed CCM transaction. Securityholders can find\ninformation about TWO and its directors and executive officers and their\nownership of TWO common stock in the Proxy Statement. Please also refer to the\nsections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026,\ncaptioned “Compensation Discussion and Analysis,” “Summary Compensation\nTable” and “Item 12. Security Ownership of Certain Beneficial Owners and\nManagement and Related Stockholder Matters.” Any changes in the holdings of\nTWO’s securities by its directors or executive officers from the amounts\ndescribed in the Form 10-K/A have been reflected in Statements of Change in\nOwnership on Form 4 filed with the SEC subsequent to the filing date of the\nForm 10-K/A and are available on the SEC’s website at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54527863&newsitemid=20260503498655&lan=en-US&anchor=www.sec.gov&index=6&md5=07af5aa578b19138f18fa49ce003e9f0)\n. Additional information regarding the interests of such individuals in the\nproposed CCM transaction is included in the Proxy Statement relating to the\nproposed CCM transaction. Free copies of these documents may be obtained as\ndescribed in the preceding paragraph.\n\n(1 )Based on UWMC’s closing stock price of $3.66 on May 1, 2026 and proposed\nexchange ratio of 2.3328 UWMC shares per each share of TWO stock.\n\n(2 )TWO estimate based on TWO’s retail and institutional ownership\ncomposition, applied to historical voting participation rates of approximately\n27% for retail holders and approximately 73% for institutional holders, as\nreported in Broadridge Financial Solutions, Broadridge ProxyPulse, 2025 Proxy\nSeason Report.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260503498655/en/\n(https://www.businesswire.com/news/home/20260503498655/en/)\n\nMargaret Karr, Head of Investor Relations, TWO, (612) 453-4080,\nMargaret.Karr@twoinv.com (mailto:Margaret.Karr@twoinv.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-05-04T12:00:02.095364572Z","server_sent_at_ms":1777896002095},"received_at":"2026-05-04T12:00:02.195Z","source_url":"https://www.businesswire.com/news/home/20260503498655/en/"},"analysis":{"id":"13714","press_release_id":"18909","analysis_json":{"industry":{"label":"Real Estate Management & Development","sector":"Financials"},"redFlags":["UWMC proposal lacks committed financing","UWMC balance sheet erosion noted (avg annual capital drain ~$535M)","UWMC's $402M cash balance as of March 31 does not reflect $170M dividend paid April 9"],"eventType":"m_and_a","narrative":"TWO's Board unanimously rejected UWM Holdings' revised unsolicited proposal, reaffirming support for the all-cash $11.30 per share merger with CrossCountry Mortgage (CCM).\n\nThe Board cited significant risks with the UWMC offer, including lack of committed financing, a weaker balance sheet, and a blended value of approximately $10.96 to $11.13 per share that is below CCM's certain cash price.\n\nThe CCM transaction is expected to close in Q3 2026, with fully committed financing and over 20 state licensing approvals already obtained.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"TWO rejects UWMC bid, doubling down on CrossCountry all-cash deal."},"keyFigures":{"dealValueUsd":0,"offeringPrice":11.3,"customDimensions":{"uwm_stock_price":3.66,"uwm_exchange_ratio":2.3328,"uwm_headline_value":12,"ccm_cash_premium_tbv":"12%","uwm_blended_value_range":"$10.96 to $11.13","uwm_default_stock_value":8.54}},"quotedText":"The TWO Board concluded that UWMC’s Revised Proposal is inferior across multiple dimensions. It carries financing, closing, business and credibility risks that the Board is unwilling to accept and ultimately delivers a lower overall consideration to TWO stockholders.","namedEntities":{"people":[{"name":"Margaret Karr","role":"Head of Investor Relations"}],"products":[],"companies":[{"name":"Two Harbors Investment Corp","ticker":"TWO","relationship":"issuer / target"},{"name":"UWM Holdings Corporation","ticker":"UWMC","relationship":"bidder / competitor"},{"name":"CrossCountry Mortgage, LLC","ticker":"","relationship":"partner / acquirer"},{"name":"Mizuho Bank, Ltd.","ticker":"","relationship":"lender"}],"dollarAmounts":[{"amount":"$11.30","context":"CCM all-cash consideration per share"},{"amount":"$12.00","context":"UWMC headline cash election per share"},{"amount":"$8.54","context":"UWMC stock consideration per share (estimated)"},{"amount":"$10.96 to $11.13","context":"blended value of UWMC proposal per share"},{"amount":"$1.3 billion","context":"UWMC bridge facility from Mizuho Bank"},{"amount":"$535 million","context":"UWMC average annual capital drain"},{"amount":"$402 million","context":"UWMC cash on hand as of March 31, 2026"},{"amount":"$170 million","context":"dividend paid by UWMC on April 9, 2026"},{"amount":"$150 million","context":"estimated annual synergies from original December 2025 transaction"}]},"materialImpact":{"score":4,"reasoning":"TWO is defending against a hostile bid by reaffirming a superior all-cash offer from CrossCountry Mortgage. The detailed rejection highlights material risks in the competing proposal and solidifies the path for the CCM transaction."},"tickerRelevance":{"others":[{"ticker":"UWMC","relevance":"competitor"}],"primary":"TWO"},"globalImportance":35,"audienceRelevance":45,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"mid-cap","dealValueUsd":"Small/Mid-cap M&A","eventGravity":"M&A defense / takeover battle","sectorWeight":"Financials/REITs"}},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"bullish","material_impact_score":4,"narrative":"TWO's Board unanimously rejected UWM Holdings' revised unsolicited proposal, reaffirming support for the all-cash $11.30 per share merger with CrossCountry Mortgage (CCM).\n\nThe Board cited significant risks with the UWMC offer, including lack of committed financing, a weaker balance sheet, and a blended value of approximately $10.96 to $11.13 per share that is below CCM's certain cash price.\n\nThe CCM transaction is expected to close in Q3 2026, with fully committed financing and over 20 state licensing approvals already obtained.","key_figures":{"dealValueUsd":0,"offeringPrice":11.3,"customDimensions":{"uwm_stock_price":3.66,"uwm_exchange_ratio":2.3328,"uwm_headline_value":12,"ccm_cash_premium_tbv":"12%","uwm_blended_value_range":"$10.96 to $11.13","uwm_default_stock_value":8.54}},"named_entities":{"people":[{"name":"Margaret Karr","role":"Head of Investor Relations"}],"products":[],"companies":[{"name":"Two Harbors Investment Corp","ticker":"TWO","relationship":"issuer / target"},{"name":"UWM Holdings Corporation","ticker":"UWMC","relationship":"bidder / competitor"},{"name":"CrossCountry Mortgage, LLC","ticker":"","relationship":"partner / acquirer"},{"name":"Mizuho Bank, Ltd.","ticker":"","relationship":"lender"}],"dollarAmounts":[{"amount":"$11.30","context":"CCM all-cash consideration per share"},{"amount":"$12.00","context":"UWMC headline cash election per share"},{"amount":"$8.54","context":"UWMC stock consideration per share (estimated)"},{"amount":"$10.96 to $11.13","context":"blended value of UWMC proposal per share"},{"amount":"$1.3 billion","context":"UWMC bridge facility from Mizuho Bank"},{"amount":"$535 million","context":"UWMC average annual capital drain"},{"amount":"$402 million","context":"UWMC cash on hand as of March 31, 2026"},{"amount":"$170 million","context":"dividend paid by UWMC on April 9, 2026"},{"amount":"$150 million","context":"estimated annual synergies from original December 2025 transaction"}]},"model_name":"glm-4.7","prompt_hash":"sha256:a2703c5a1b5285fe","schema_hash":"sha256:1f8af1196c7db48c","created_at":"2026-05-04T14:27:51.494Z","global_importance":35,"audience_relevance":45,"importance_components":{"tickerTier":"mid-cap","dealValueUsd":"Small/Mid-cap M&A","eventGravity":"M&A defense / takeover battle","sectorWeight":"Financials/REITs"}},"durationMs":79577,"modelName":"glm-4.7"}}