UWMC Did Not Submit Proposal or Address Longstanding TWO Concerns During Waiver Period

Best and Final CCM Transaction Delivers $12.00 Per Share All-Cash Plus Stub Dividend to All Stockholders with Accelerated Closing Timeline

Special Meeting Scheduled for June 23, 2026

Board Unanimously Recommends Stockholders Vote FOR CCM Transaction

NEW YORK--(BUSINESS WIRE)--June 15, 2026-- 

Two Harbors Investment Corp. (NYSE: TWO) today announced that UWM Holdings Corporation (NYSE: UWMC) did not submit a proposal during the waiver period that TWO obtained to engage directly with UWMC on a potential transaction. The waiver period expired at 11:59 p.m. on Friday, June 12, 2026.

The TWO Board of Directors unanimously reaffirms its recommendation that stockholders vote FOR the CrossCountry Mortgage, LLC ("CrossCountry" or "CCM") transaction on the WHITE proxy card in advance of the Special Meeting on June 23, 2026.

The TWO Board of Directors today issued the following open letter to stockholders.

June 15, 2026

To Our Stockholders:

Your Board of Directors unanimously recommends that you vote FOR the proposed transaction with CrossCountry Mortgage on the WHITE proxy card at the Special Meeting on June 23, 2026.

We are writing to update you on developments since our June 8 letter and to explain why we continue to believe the CCM transaction is in the best interests of all TWO stockholders.

Following the recommendation of ISS and encouragement by stockholders for the Board to engage more directly with UWMC, we sought a waiver from CCM of the customary non-solicitation restrictions under the CCM Merger Agreement. Obtaining this waiver was necessary because we had not determined that UWMC's prior proposals constituted, or would reasonably be expected to result in, a superior proposal -- meaning TWO was otherwise prohibited from engaging directly with UWMC. CCM agreed to waive those restrictions for the period from Monday, June 8, through 11:59 p.m. on Friday, June 12, and we postponed the Special Meeting from June 11 to June 23 to provide time for this engagement.

With the waiver in hand, we invited UWMC to meet and engage directly -- CEO and Chairman to CEO and Chairman -- offering to consider any proposal UWMC wished to submit and to provide any additional due diligence information UWMC required. UWMC did not submit a proposal.

What Happened During the Waiver Period

On Monday, June 8, at 7:00 a.m., our CEO sent a letter to UWMC's CEO inviting him to New York to meet with our CEO and Chairman and stating that we would be available to engage "at any time" during the waiver window. We made clear our openness to considering any proposal that UWMC chose to submit and our desire to engage on a proposal that would deliver all-cash consideration to all stockholders.

UWMC's CEO scheduled a video call for the afternoon on Thursday, June 11--the next-to-last day of the waiver period--even though we encouraged him to meet with us earlier.

During the call, UWMC's CEO raised a number of ideas, including making cash the default consideration or modifying the election to default a subset of stockholders into cash, or potentially changing the exchange ratio, but when our Chairman asked him to put a specific proposal in writing for the Board to consider, UWMC's CEO said he was not sure that any proposal would be forthcoming and would "have to look at this closer." UWMC's CEO indicated that UWMC would need to conduct additional diligence on TWO, but, when we encouraged UWMC to provide specific diligence requests so that TWO could provide additional information, UWMC declined to do so.

Following this meeting, our CEO responded promptly to each of UWMC's CEO's emails and offered to have additional meetings with UWMC's CEO. UWMC's CEO declined to schedule any additional meetings. Our financial and legal advisors proactively reached out to UWMC's advisors to engage directly and encourage UWMC to submit a new proposal.

The waiver period expired at 11:59 p.m. on June 12, 2026. At the conclusion of the waiver period, UWMC had not submitted a revised proposal. UWMC did not request an extension of the waiver period.

Why We Sought All-Cash Consideration

We have been clear with UWMC -- publicly, privately, and through our advisors -- about the Board's concerns with UWMC's proposal structure. Our strong preference for fully financed, all-cash consideration for all stockholders reflects our fiduciary duties to all TWO stockholders and our obligation to evaluate any proposed transaction in its entirety, not just its headline terms.

UWMC's most recent proposal would default non-electing stockholders into UWMC stock. Based on the closing price of UWMC Class A Common Stock on June 12, 2026 of $2.38, an all-time low, this default consideration had an implied value of approximately $5.55 per share, less than half of the $12.50 per share cash election. If only 7% of stockholders failed to make a timely election, a very realistic outcome given our stockholder composition and typical stockholder participation rates, UWMC's total proposed consideration would drop below CCM's $12.00 per share all-cash offer. That percentage would be even smaller if CCM's stub dividend were taken into account.

UWMC's stock price has declined more than 50% from $5.12 per share in December 2025. As UWMC's own CEO acknowledged during the June 11 call, "no one smart is going to pick UWM stock at the price it's at right now." Our outside financial advisor previously indicated, in connection with the April 20 UWMC proposal, that given the implied value of the stock component and the fact that the stock component was the default consideration, it did not believe it would be in a position to render a fairness opinion with respect to a transaction on such terms. We are not aware of any precedent for a transaction where the default stock consideration at signing is worth less than half of the stated cash election price.

UWMC has repeatedly stated that its $12.50 per share headline cash election price is greater than CCM's all-cash offer of $12.00 per share plus the stub dividend. Yet UWMC has never provided an all-cash offer. As our CEO wrote to UWMC's CEO during the waiver period: "If your deal is really $12.50, why not just offer $12.50? ... We have never seen an all-cash offer from UWMC."

Where Things Stand

UWMC had publicly stated that it was open to negotiating specific terms, including cash as the default consideration. Yet when given the opportunity to engage directly with TWO, UWMC did not do so in any meaningful way. Despite our repeated encouragement to submit a new proposal, UWMC did not submit a revised proposal addressing the default stock consideration or any other term.

We took these steps in response to stockholder feedback and to ensure that the Board's process has obtained the best result for all our stockholders. The result of that process is that UWMC did not deliver a proposal that the Board could evaluate or accept. As such, the Board remains confident that it has achieved the best value for our stockholders in the form of the all-cash CCM transaction through a robust process and fully exhaustive negotiations.

The Board's Recommendation

The Board firmly believes the CCM transaction delivers immediate and certain value to all stockholders:

   --  $12.00 per share in cash to every stockholder, plus a pro-rated stub 
      dividend. No election required and no volatile stock consideration. 
   --  21% premium to TWO's unaffected share price (December 16, 2025, the 
      last trading day prior to the announcement of a transaction with UWMC) 
      and a 119% premium to TWO's fully diluted tangible book value as of March 
      31, 2026. 
   --  Fully financed transaction backed by binding commitment letters. 
   --  46 of 53 required regulatory approvals already secured and early 
      termination of the HSR waiting period obtained. On track to close in 
      August 2026. 

We urge you to vote FOR the CCM transaction on the WHITE proxy card on or before June 23, 2026.

Sincerely,

The Board of Directors

Two Harbors Investment Corp.

About TWO

TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN.

FORWARD-LOOKING STATEMENTS

This press release may contain "forward-looking statements," including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO's and CCM's plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as "project," "predict," "believe, " "expect," "anticipate," "potential," "create," "estimate," "plan," "continue," "intend," "could," "foresee," "should," "would," "may," "will," "guidance," "look," "outlook," "goal," "future," "assume," "forecast," "build," "focus," "work," or the negative of such terms or other variations thereof and words

(MORE TO FOLLOW) Dow Jones Newswires

June 15, 2026 07:06 ET (11:06 GMT)