Two Harbors Investment Corporation (TWO)

TWO Challenges UWMC to Submit All-Cash Offer With No Stock ComponentJune 8, 2026 7:00 AM
Business Wire Announces Postponement of Special Meeting to June 23 to Permit Further Engagement with UWMC CCM Waives Non-Solicitation Provisions in Merger Agreement to Enable Direct Engagement on Potential All Cash Transaction with UWMC and Resolve Any Lingering Questions for TWO Stockholders UWMC’s Stock Has Collapsed to Its All-Time Low—Its $12.50 per Share Headline Does Not Tell the Full Story TWO Board Continues to Recommend CCM’s $12.00 per Share All-Cash Offer Plus Stub Dividend Two Harbors Investment Corp. (NYSE: TWO) today announced that its Board of Directors has postponed the Special Meeting to June 23, 2026 to allow for further solicitation and engagement with UWM Holdings Corporation (NYSE: UWMC). The Board unanimously continues to urge stockholders to vote FOR the transaction with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”). The $6.04 Reality UWMC claims to offer “$12.50 per share in cash, or if a stockholder chooses, 2.3328 shares of UWMC stock.” This is backwards. In fact, stockholders who fail to make a timely, affirmative election in correct form would get UWMC stock, not cash. TWO expects approximately 25–30% of stockholders would fail to make timely elections.1 TWO believes UWMC is counting on that in order to issue devalued stock at the expense of TWO stockholders. TWO continues to consider the default stock consideration a non-starter and inconsistent with its fiduciary duties to all stockholders, and has communicated this repeatedly. UWMC’s stock closed June 5, 2026 at $2.59—a new all-time low. At that price, the UWMC stock that non-electing stockholders would receive by default is worth just $6.04 per share, less than half of its $12.50 headline price. Keefe, Bruyette & Woods (“KBW”) in its June 4, 2026 note about UWMC concluded that the “acquisition of TWO no longer appears compelling if it’s largely for cash.” They went further, stating that “[a]ny upside would come only if some TWO shareholders default to stock.” This explains why UWMC still has not put forth an all-cash offer and, instead, keeps inventing convoluted proposal structures that default to stock: because it appears to be a critical feature of its offer. KBW also noted that a UWMC dividend cut is probable, given that dividends currently exceed earnings. We Have Been Down This Road Before In December 2025, TWO signed a merger agreement with UWMC. At announcement, that deal was worth $11.94 per TWO share. Three months later, as UWMC’s stock deteriorated to approximately $3.50, the value had collapsed to less than $8.25 per TWO share, approximately 20% below TWO’s book value. ISS recommended stockholders vote against the deal. TWO terminated in order to accept a certain, all-cash offer with no stock volatility risk to TWO stockholders. Now UWMC is back proposing the exact same exchange ratio for the default consideration. But everything else has gotten worse: UWMC stock has fallen 50%, to an all-time low of $2.59, from $5.12 in December 2025. Reported leverage increased from 2.45x reported for Q3 2025 to 3.18x reported for Q1 2026, an all-time high, and well above peer levels of 1.0x to 1.5x. Fitch has downgraded UWMC’s credit outlook twice in four months, citing increasing corporate leverage. UWMC credit spreads continue to widen, from 250 bps in December to ~460 bps (for the 6.5% of 3/31), which is 185 bps wider than CCM’s bonds (6.5% of 10/30)—nearly the widest gap on record—up from a spread differential of just 35 bps in December 2025. Bloomberg’s Corporate Default Risk Model shows that UWMC has a 1-year default probability of 5.75%, up from 1.2% on December 16, 2025. UWMC’s own CEO recently said about a transaction with TWO: “If I would have known what I know now about how little value the rest of the company was, I wouldn’t have pursued it.” The TWO Board agrees—if it had known then what it knows now about UWMC’s financial condition and the value of its stock, the Board would not have agreed to UWMC stock as consideration in December either. The Path Forward Is Clear Given what it knows now, the TWO Board cannot in good conscience, and consistent with its fiduciary duties, recommend any transaction in which TWO stockholders end up owning stock in UWMC—a controlled company whose stock continues to decline and whose credit risk continues to increase. The TWO Board has been clear in what it requires: all cash, to all stockholders, no stock component. Fully committed financing to cover the entire $12.50 per share in cash, including all termination and transaction fees, along with definitive documents. TWO is prepared to engage immediately and directly, CEO and Chairman to CEO and Chairman, to discuss that proposal. CCM has agreed to waive the non-solicitation provisions of its merger agreement through close of business on Friday, June 12, to permit this engagement. To be clear: the TWO Board has not determined that any UWMC proposal is, or would reasonably be expected to be, superior to the CCM transaction. The postponement of the Special Meeting is intended to provide additional time for solicitation and, if UWMC is prepared to make an actionable all-cash offer with no stock component, to engage with UWMC on its proposal. If UWMC cannot make that offer, then UWMC should step aside and allow TWO stockholders to vote on the only actionable transaction before them. The Choice CCM: $12.00 per share in all cash to every stockholder, plus a pro-rated stub dividend for the quarter in which the transaction closes. The CCM transaction has no election, no UWMC stock, is fully financed, has 85% of regulatory approvals secured (46 of 53 state and agency approvals) and HSR early termination obtained, and is well-positioned to close in August 2026. UWMC: A non-binding proposal for $12.50, but only if stockholders affirmatively elect cash. Otherwise $6.04 in volatile stock that has declined by approximately 50% since December 2025. The UWMC proposal offers no stub dividend and would restart the regulatory process from scratch—120-day minimum advance notice after definitive contract signed for mortgage servicing license approvals. It also has higher credit risk and default probability than CCM, and UWMC stock just hit a new all-time low of $2.59. CCM has made clear: $12.00 plus the stub dividend is its best and final offer. If stockholders reject it, CCM may walk away. The alternative to CCM is not a better deal. It is no deal at all. Vote FOR the CCM transaction on the WHITE proxy card on or before June 23. 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 and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press release. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; and that TWO may be adversely affected by other economic, business or competitive factors. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the SEC’s website at www.sec.gov. Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed CCM transaction, TWO filed with the SEC a Proxy Statement. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This press release is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations. PARTICIPANTS IN THE SOLICITATION TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph. 1 TWO estimate based on TWO’s retail and institutional ownership composition, applied to historical voting participation rates of approximately 28% for retail holders and approximately 77% for institutional holders, as reported in Broadridge Financial Solutions, Broadridge ProxyPulse, 2025 Proxy Season Report. View source version on businesswire.com: https://www.businesswire.com/news/home/20260607948548/en/ TWO Investor Relations
investors@twoinv.com Original: TWO Challenges UWMC to Submit All-Cash Offer With No Stock Component

TWO Announces Adjournment of Special MeetingMay 28, 2026 10:30 AM
Business Wire TWO Board Unanimously Recommends Stockholders Vote “FOR” the CCM Transaction Special Meeting of Stockholders Will Reconvene on June 11, 2026 at 10:00 a.m. Eastern Time Stockholders Who Previously Voted in Favor of the CCM Transaction Need Take No Action TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today announced an adjournment of its Special Meeting of Stockholders to provide additional time to continue engaging with stockholders and solicit additional proxies in favor of TWO’s acquisition by CrossCountry Intermediate Holdco, LLC, a Delaware limited liability company and an affiliate of CrossCountry Mortgage, LLC (“CCM”). Stockholders who have not yet voted or submitted proxies are encouraged to do so as soon as possible. The TWO Board of Directors determined, and continues to believe, that the pending CCM transaction is in the best interests of the TWO stockholders and unanimously recommends stockholders support the CCM transaction and vote “FOR” each proposal at the Special Meeting. Stockholders who have previously voted in favor of the CCM transaction need take no further action. Special Meeting Details The Special Meeting, originally scheduled for May 19, 2026 and subsequently adjourned to May 28, 2026, has been further adjourned until June 11, 2026 at 10:00 a.m. Eastern Time. It will be held virtually at TWO’s Special Meeting website, www.virtualshareholdermeeting.com/TWO2026SM. The record date for the adjourned Special Meeting of Stockholders remains April 15, 2026. The additional time will enable TWO to continue its stockholder outreach efforts and allow more stockholders to participate in this important vote. TWO encourages all stockholders who have not yet voted to do so promptly. Proxies previously submitted in connection with the CCM transaction will be voted at the reconvened meeting unless properly revoked. Stockholders who have not already voted or wish to change their votes are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card. The CCM Transaction: Certain Value, Committed Financing, Advanced Approvals On March 27, 2026, TWO and CCM entered into a definitive merger agreement for CCM to acquire all outstanding shares of TWO common stock in an all-cash transaction. Through continued negotiations, the TWO Board secured two price increases from CCM—from $10.80 to $11.30 and then to $12.00 per share—representing a 21% premium to TWO’s unaffected share price and a 19% premium to TWO’s fully diluted tangible book value.1 TWO common stockholders will receive a pro-rated stub dividend for the quarter in which the transaction closes, providing additional cash value beyond the $12.00 per share merger consideration. Holders of TWO preferred stock will have their shares redeemed at $25.00 per share, plus accumulated and unpaid dividends. The CCM transaction is fully financed with no financing contingency—it is a fully-committed, signed agreement. The CCM transaction is also well advanced toward closing. The parties received early termination of the HSR waiting period on May 21, 2026, and 41 of the 53 required state and agency regulatory approvals have been obtained. The TWO Board’s Engagement with UWMC Notwithstanding the narrative from UWM Holdings Corporation (NYSE: UWMC) (“UWMC”), the TWO Board has engaged with UWMC throughout a lengthy, competitive process involving numerous independent legal and financial advisors. The Board has repeatedly identified and communicated the core deficiencies in UWMC’s various proposals, including structural issues, inadequate deal certainty, regulatory process, and employee attrition and business continuity. To date, UWMC has chosen not to address any of these deficiencies. UWMC’s most recent proposal defaults any stockholder who fails, for whatever reason, to make a timely cash election into UWMC stock worth only approximately $7.23 per TWO share based on the May 27, 2026 closing price—a result that TWO estimates could disadvantage as many as 25 to 30% of its stockholders. By contrast, CCM's $12.00 all-cash offer, plus a pro-rated stub dividend, delivers certain and immediate value automatically to all stockholders, with no election required and no risk that any stockholder is left holding significantly devalued consideration. Walking away from a signed, fully financed, regulatory-advanced transaction in favor of UWMC’s non-binding proposal would expose all stockholders to substantial risk with no assurance that equivalent or better terms would re-emerge. A vote against the CCM transaction does not deliver UWMC’s headline price. Rather, it jeopardizes a fully financed, signed transaction well advanced through regulatory approvals and replaces it with significant uncertainty. The TWO Board will, consistent with its fiduciary duties, consider in good faith any actionable, all-cash, fully financed proposal from UWMC or any other potential counterparty. Vote FOR the CCM Transaction The TWO Board unanimously recommends that stockholders vote “FOR” the CCM transaction. If the CCM transaction is not approved, there is no assurance that a superior, actionable offer will emerge. Every stockholder’s vote matters. Stockholders who have not yet voted are urged to do so promptly using the WHITE proxy card. TWO urges its stockholders to read all relevant documents that are filed or will be filed with the U.S. Securities and Exchange Commission (“SEC”), including TWO’s definitive proxy statement dated April 20, 2026, as supplemented (the “Proxy Statement”). TWO stockholders who need assistance completing their proxy card or have questions regarding the Special Meeting of Stockholders may contact TWO’s proxy solicitor: D.F. King & Co., Inc.
28 Liberty Street, 53rd Floor
New York, NY 10005
Email: TWO @RandyMac
Toll-Free: (888) 887-0082 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 and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press release. These include, among other things: the payment of future dividends by TWO, the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the SEC’s website at www.sec.gov. Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed CCM transaction, TWO filed with the SEC the Proxy Statement. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This press release is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations. PARTICIPANTS IN THE SOLICITATION TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph. 1 The unaffected share price date being December 16, 2025, the last trading day prior to the announcement of a transaction with UWMC, and the premium compared to the TWO’s fully diluted tangible book value as of March 31, 2026. View source version on businesswire.com: https://www.businesswire.com/news/home/20260527838327/en/ TWO Investor Relations
investors@twoinv.com Original: TWO Announces Adjournment of Special Meeting

TWO Announces Adjournment of Special MeetingMay 19, 2026 10:30 AM
Business Wire TWO Board Continues to Unanimously Recommend Stockholders Vote “FOR” the Pending CrossCountry Transaction The Special Meeting of Stockholders Will Reconvene on May 28, 2026 at 10:00 a.m. Eastern Time Stockholders Who Previously Voted in Favor of the CCM Transaction Need Take No Action TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today adjourned its Special Meeting of Stockholders in order to provide additional time for the Company to solicit additional proxies and for stockholders to vote in favor of TWO’s acquisition by CrossCountry Intermediate Holdco, LLC, a Delaware limited liability company and an affiliate of CrossCountry Mortgage, LLC (“CCM”). Stockholders who have not yet voted or submitted proxies are encouraged to do so. The TWO Board of Directors continues to unanimously recommend that stockholders vote “FOR” the CCM transaction and urges stockholders to vote the WHITE proxy card “FOR” the CCM merger proposal. Stockholders who have previously voted in favor of the CCM transaction need take no further action. Special Meeting Details The Special Meeting was adjourned until May 28, 2026 at 10:00 a.m. Eastern Time. It will be held virtually at TWO’s Special Meeting website, www.virtualshareholdermeeting.com/TWO2026SM. The record date for the adjourned Special Meeting of Stockholders remains April 15, 2026. Proxies previously submitted in connection with the CCM transaction will be voted at the reconvened meeting unless properly revoked. Stockholders who have not already voted or wish to change their votes are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card. The TWO Board of Directors determined, and continues to believe, that the proposed CCM transaction is in the best interests of the TWO stockholders and unanimously recommends stockholders support the CCM transaction and vote “FOR” each proposal at the Special Meeting. Each stockholder’s vote is important, regardless of the number of shares held. TWO urges its stockholders to read all relevant documents that are filed or will be filed with the U.S. Securities and Exchange Commission (“SEC”), including TWO’s definitive proxy statement dated April 20, 2026, as supplemented (the “Proxy Statement”). TWO stockholders who need assistance completing their proxy card or have questions regarding the Special Meeting of Stockholders may contact TWO’s proxy solicitor: D.F. King & Co., Inc.
28 Liberty Street, 53rd Floor
New York, NY 10005
Email: TWO @RandyMac
Toll-Free: (888) 887-0082 Litigation Update As previously disclosed on May 15, 2026, a hearing was held yesterday in the United States District Court for the District of Maryland, Northern Division, in the matter of Assad v. Two Harbors Investment Corp., et al., No. 1:26-cv-01896-JRR on plaintiff’s motion for temporary restraining order seeking to delay the stockholder vote on the CCM transaction scheduled for May 19, 2026 due to alleged material misstatements and omissions in the Proxy Statement regarding the CCM transaction. In a bench ruling, the Court found in favor of TWO, finding that plaintiff failed to show likelihood of success on the merits to justify a restraining order. The Court also dismissed as moot plaintiff’s motion for preliminary injunction to enjoin the stockholder vote. The Court found that plaintiff failed to adequately allege that TWO’s proxy disclosures were materially misleading and found that the Proxy Statement’s disclosures were sufficient in describing the sale process. History of the Merger As previously announced on March 27, 2026, TWO and CCM entered into a definitive merger agreement, which was later amended, under which CCM will acquire all outstanding shares of TWO common stock in an all-cash transaction. Under the terms of the CCM merger agreement, as amended, TWO common stockholders will receive $12.00 in cash for each share of TWO common stock, plus additional value from the second quarter dividend and a pro-rated dividend for the third quarter, assuming a third quarter closing. Holders of TWO’s Series A, Series B and Series C Preferred Stock will have their shares redeemed following the closing of the transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock. The completion of the transaction is subject to approval of TWO’s stockholders and the satisfaction of other closing conditions, including customary regulatory approvals. 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 and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press release. These include, among other things: the payment of future dividends by TWO, the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the SEC’s website at www.sec.gov. Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed CCM transaction, TWO filed with the SEC the Proxy Statement. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This press release is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations. PARTICIPANTS IN THE SOLICITATION TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph. View source version on businesswire.com: https://www.businesswire.com/news/home/20260518545153/en/ TWO Investor Relations
investors@twoinv.com Original: TWO Announces Adjournment of Special Meeting

TWO Board Unanimously Rejects UWMC's Latest Illusory, Predatory and Unactionable ProposalMay 13, 2026 7:30 AM
Business Wire TWO’s Board Continues to Unanimously Recommend that Stockholders Vote FOR the Pending Transaction with CrossCountry ISS Recommendation, Which Acknowledges that the CCM Transaction is Compelling, Fails to Recognize Superior Certainty of CCM Agreement TWO Board Urges Stockholders to Consider the Many Questions Raised by UWMC’s Inferior Proposal Which Is Not Credible and Has Significant Closing Risk TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today responded to the revised unsolicited proposal (the “Revised UWMC Proposal”) announced by UWM Holdings Corporation (NYSE: UWMC) (“UWMC”) on May 11, 2026. After a thorough and careful review process conducted with the assistance of its independent financial and legal advisors, the TWO Board of Directors has unanimously rejected the Revised UWMC Proposal. The TWO Board determined, in its business judgment, that the Revised UWMC Proposal does not constitute, and would not reasonably be expected to result in, a “Company Superior Proposal” under the terms of TWO’s amended merger agreement with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”). The TWO Board has overseen significant increases in value for stockholders and has fully complied with its fiduciary duties under Maryland law to act in the best interests of ALL stockholders. Had TWO not terminated the earlier all-stock transaction with UWMC and elected to proceed with CCM, TWO common stockholders would have received UWMC stock worth just $7.58 per share (as of May 12, 2026). Under the CCM merger transaction all TWO common stockholders will receive $12.00 per share in cash in a deal that has financing, regulatory and closing certainty. This is compelling evidence of a board putting stockholders’ interests first. In the TWO Board’s view, the CCM transaction is the ONLY transaction that the TWO stockholders can trust to get over the finish line. In stark contrast to the CCM transaction, UWMC’s inferior proposal yet again fails to address core deficiencies and material risks that the TWO Board has repeatedly identified in UWMC’s previous proposals. Instead of asking why the TWO Board is not “engaging” with UWMC, stockholders should ask why is it that UWMC refuses to respond to these deficiencies that have been repeatedly communicated to them? In its latest letter to the TWO Board, UWMC even says it is happy to answer any questions TWO may have. Here are a few that TWO has been asking for quite a while: 1. Why has UWMC structured its proposal in a fundamentally illusory and predatory manner by touting a $12.50 cash headline when the default consideration is UWMC stock currently worth $7.58 per TWO share? Why won’t UWMC make the default consideration cash? By design, UWMC's proposal is structured to advantage UWMC, not TWO stockholders: any stockholder who fails, for whatever reason, to make a timely cash election defaults to UWMC stock currently worth approximately $7.58 based on UWMC’s closing trading price on May 12, 2026. TWO estimates that as many as 30% of its stockholders would be so disadvantaged—UWMC estimates this, too, and is hoping to take advantage of this fact to significantly lower the transaction value to the detriment of TWO stockholders. On the UWMC earnings call, UWMC’s Chairman and CEO indicated he would rather pay cash consideration for TWO. If that is the case, why does UWMC continue to offer low-valued UWMC shares as the default option? This point has been well-communicated to UWMC. Indeed, in the background section to the CCM merger proxy, it was noted that representatives of TWO’s outside financial advisor stated that, given the implied value of the stock component at the time of the April 20 UWMC Proposal and the fact that the stock component of the consideration offered under the April 20 UWMC Proposal was the default consideration, they did not believe the outside financial advisor would be in a position to render a fairness opinion with respect to a transaction on the terms of the April 20 UWMC Proposal in its then-current form. The significant difference in form and value of consideration that stockholders would receive by default with the UWMC proposal is of continued concern to the TWO Board, which is focused on upholding its fiduciary duties under Maryland law to all TWO stockholders. 2. What comfort can TWO stockholders have that UWMC’s financial condition will permit it to close? Why was the Revised UWMC Proposal not accompanied by an increased Mizuho financing commitment letter? TWO’s Board is concerned that UWMC’s financial condition is deteriorating. Fitch has downgraded UWMC’s outlook twice in the last six months, cash and cash equivalents fell to $425 million as of March 31, 2026 from $503 million as of December 31, 2025, and leverage has hit an all-time high of 3.2x. Bloomberg calculates that UWMC’s 1-year probability of default has doubled in three weeks. The structure of this transaction suggests UWMC needs liquidity. To pay 100% cash at $12.50 per TWO share, UWMC would issue $1.3 billion in debt to access $1.7 billion in capital—a net gain of only approximately $400 million at an implied 14.0% cost of funds. By UWMC’s own admission, synergies and capital markets expertise are not driving this deal. So what is the rationale? UWMC has said that the only value they see is in TWO’s MSR book. Yet, UWMC has been the largest seller of low coupon MSR in the market over time, and sold $40 billion of low coupon MSR just last quarter. In fact, UWMC has never bought MSR from anyone. Now UWMC asks TWO to believe that it wants to acquire TWO’s MSR portfolio at a substantial premium. Why is that? UWMC’s stock has fallen by over 40% in the last six months. Whether this reflects market concerns about UWMC’s liquidity is uncertain—but it cannot be ruled out. Is this a risk worth taking when there is a $12.00 all cash, fully financed offer from CCM? There are serious questions about the value of UWMC’s MSR book. Analyst Christopher Whelan of The Institutional Risk Analyst has stated that UWMC could face a write-down of over $1 billion, representing more than two-thirds of its equity, if forced to sell its MSR at market levels. At a minimum, this raises questions in the Board’s minds about UWMC’s financial condition, its ability to finance and close the transaction, and the value of UWMC’s stock as consideration. UWMC’s latest offer was not accompanied by an increase in the commitment letter from Mizuho, so its current financing commitment does not cover the purchase price for an all-cash deal. Has Mizuho declined to further increase its commitment? 3. Why does UWMC continue to falsely claim it could close within 60 days? UWMC has not explained how it would satisfy the regulatory change-of-control requirements applicable to TWO’s mortgage servicing licenses on the timeline it claims, including state regulatory and agency change-of-control approval requirements. UWMC has refused to answer whether it intends to close without the required regulatory approvals — which TWO believes is the only way that UWMC could close on its proposed timeline. The TWO Board would like to understand how state regulators would react to UWMC’s bold claims. No proxy materials are available, and no stockholder meeting is scheduled, related to UWMC’s proposal—stockholder approval of any UWMC transaction would need to restart. TWO stockholders deserve straight answers on closing certainty—not dissembling or aspirational and unrealistic timelines. 4. Why does UWMC continue to disparage and attack TWO’s management and Board? UWMC suggests that TWO’s Board and management may have ulterior motives for pursuing a transaction with CCM. The truth is, regardless of the outcome of this process, no member of the TWO Board is expected to continue with the combined company, and no offers of employment have been made to, nor have any discussions taken place regarding employment of, any TWO named executive officer – whether in a deal with CCM or UWMC. For TWO’s Board, this is about doing what is right for all TWO stockholders — not deflecting from the substantive deficiencies in UWMC’s proposal that UWMC has failed to address. 5. Why is UWMC touting a reverse termination fee instead of providing certainty that it can actually close? TWO, its Board of Directors, and TWO’s stockholders are not seeking payment for a failed deal. No amount of money can compensate TWO for the harm it would suffer if UWMC were unable to close a transaction with TWO. If UWMC was confident it could close, why would it need to offer a reverse termination fee as insurance? The offer only confirms the execution risk that UWMC claims does not exist. TWO stockholders should make no mistake: if a transaction with UWMC failed to close, TWO would suffer irreparable harm, putting TWO in severe jeopardy. No reverse termination fee can undo that damage. TWO’s Board is focused on avoiding such a catastrophic result and delivering both value AND certainty to stockholders. ISS Recommendation Overlooks Superior Certainty of CCM Agreement TWO strongly believes that Institutional Shareholder Services (“ISS”) reached the wrong conclusion in failing to recommend that TWO stockholders vote “FOR” the CCM transaction in its May 11, 2026 report. Notably, ISS did not explicitly recommend that stockholders support either the unsolicited UWMC proposal or the pending CCM transaction, but indicated that additional engagement could potentially yield further changes to the terms of TWO’s agreement with CCM. ISS acknowledged that, “when considered in isolation, the offer from CCM appears compelling.” The $12.00 offer from CCM is, in fact, above the high end of the implied value ranges of TWO indicated by the financial analyses of TWO’s outside financial advisor in connection with the delivery of the fairness opinion to TWO’s Board on May 7, 2026. The $12.00 per share offer from CCM is also the highest multiple relative to tangible book value that has ever been paid for a REIT like TWO. In its March 2026 report related to the terminated UWMC transaction, ISS noted the “position of TWO shareholders as minority shareholders in the combined company, which will remain closely controlled by the founding family with a broadly concerning governance structure that lacks clear accountability mechanisms. In the absence of a meaningful premium, it is therefore difficult to identify the upside for TWO common shareholders in the proposed transaction.” Defaulting stockholders to this position with UWMC stock consideration currently worth approximately $7.58 based on UWMC’s closing trading price on May 12, 2026 is not in the best interest of stockholders. CCM Agreement Remains Most Compelling, Certain and Actionable Path Forward Under the terms of the agreement with CCM, as is typical, TWO is not permitted to negotiate with UWMC or any other third party unless the TWO Board determines that the Revised UWMC Proposal is, or would reasonably be expected to result in, a “Company Superior Proposal.” For the reasons outlined above, TWO’s board unanimously concluded that the Revised UWMC Proposal does not constitute, and would not reasonably be expected to result in, a “Company Superior Proposal.” TWO is permitted to ask clarifying questions on UWMC’s proposal and has done so on prior iterations of UWMC’s proposal. Notwithstanding its brash public statements, UWMC’s clarifications lacked material substance and only further highlighted the many concerning elements of its proposal. TWO’s Board is looking out for its stockholders. None of the concerns above exist with the compelling all-cash $12.00 per share CCM transaction. The CCM merger agreement remains in full force and effect, and the Board of Directors of TWO continues to recommend that TWO stockholders vote FOR it at the Special Meeting of Stockholders scheduled for May 19, 2026. The TWO Board firmly and unanimously believes the CCM transaction delivers enhanced, immediate, and certain value to all common stockholders, including: $12.00 per share in cash, a $0.70 per share increase from $11.30 per share in the most recent CCM proposal. 21% premium to TWO’s unaffected share price (unaffected share price date being December 16, 2025, the last trading day prior to the announcement of a transaction with UWMC); 119% premium to TWO’s fully diluted tangible book value. An accelerated path to closing with a special meeting scheduled for next week and 35 of 53 state regulatory and agency approvals already received. TWO’s Board reiterates its unanimous recommendation that TWO stockholders vote to approve the CCM transaction at the May 19, 2026 Special Meeting of Stockholders. Stockholders who have questions or need assistance voting their shares should contact TWO’s proxy solicitor, D.F. King & Co., Inc., at (646) 677-2516 (for banks and brokers) or (888) 887-0082 (toll-free). 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 communication 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 communication 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 and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed CCM transaction, TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed Merger. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This communication is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations. PARTICIPANTS IN THE SOLICITATION TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph. View source version on businesswire.com: https://www.businesswire.com/news/home/20260512672702/en/ TWO Investor Relations
investors@twoinv.com Original: TWO Board Unanimously Rejects UWMC's Latest Illusory, Predatory and Unactionable Proposal

TWO and CrossCountry Mortgage, LLC Announce Amended Merger Agreement Increasing All-Cash Consideration to $12.00 Per ShareMay 8, 2026 7:00 AM
Business Wire Represents a $0.70 Per Share Increase and 21% Premium to Unaffected Share Price(1) TWO’s Board of Directors Continues to Unanimously Recommend Voting FOR the Transaction with CrossCountry TWO (Two Harbors Investment Corp, NYSE: TWO), an MSR-focused REIT, and CrossCountry Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”), today announced the signing of an amendment to their merger agreement (the “amended agreement”), increasing the per-share all cash consideration payable to TWO stockholders to $12.00 per share, an increase from $11.30 per share under the previous merger agreement. “Throughout this process, our Board of Directors has remained steadfast in seeking the best outcome for all of our stockholders,” said Bill Greenberg, TWO’s President and Chief Executive Officer. “The CCM transaction delivers a fixed price all-cash consideration to every TWO stockholder – automatically and without election – with committed financing, no financing contingency, and a clear path to close in the shortest timeframe. In contrast, UWMC’s default stock consideration is currently worth only $7.88 per TWO share based on UWMC’s closing trading price on May 7, 2026. Our Board is confident that the CCM transaction is in the best interest of, and the only credible and actionable path forward for, TWO stockholders.” “We are raising our all-cash offer to $12.00 per share, which represents a compelling outcome for TWO stockholders and would reflect one of the highest multiples paid for a mortgage REIT,” said Ron Leonhardt, Founder and CEO of CrossCountry Mortgage. “From the outset, our focus has been on certainty—our agreement is signed, our $3.4 billion financing package is fully committed, and we are already more than halfway through the required regulatory approvals. We are committed to closing this transaction.” TWO intends to file a supplement to its definitive proxy statement with the Securities and Exchange Commission to reflect the amended terms of the merger agreement. Stockholders who have already voted on the CCM transaction do not need to take any action, though they may change their vote at any time before the special meeting by following the instructions in the proxy statement. The CCM transaction is expected to close in the third quarter of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders and receipt of customary regulatory approvals. Significant regulatory progress has already been achieved, including HSR filing completion and all required state mortgage licensing filings having been submitted, with 35 of 53 approvals already obtained. As previously disclosed, prior to the closing of the CCM transaction, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all completed quarterly periods. Upon completion of the transaction, TWO common stock will be delisted from the New York Stock Exchange, TWO will cease to be a publicly traded company, and TWO will become a wholly owned subsidiary of CrossCountry. TWO’s Board of Directors reiterates its unanimous recommendation that TWO stockholders vote to approve the CCM transaction at the May 19, 2026 Special Meeting of Stockholders. Stockholders who have questions or need assistance voting their shares should contact TWO’s proxy solicitor, D.F. King & Co., Inc., at (646) 677-2516 (for banks and brokers) or (888) 887-0082 (toll-free). (1) Unaffected date reflects 12/16/25, the day prior to the announcement of UWMC’s acquisition of TWO. 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 communication 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 communication 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 and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed CCM transaction, TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. The Proxy Statement was first mailed to TWO shareholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This communication is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations. PARTICIPANTS IN THE SOLICITATION TWO and its directors, executive officers, and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph. View source version on businesswire.com: https://www.businesswire.com/news/home/20260507367362/en/ Margaret Karr, Head of Investor Relations, TWO, (612) 453-4080, investors@twoinv.com Original: TWO and CrossCountry Mortgage, LLC Announce Amended Merger Agreement Increasing All-Cash Consideration to $12.00 Per Share

TWO and CrossCountry Mortgage, LLC Announce Amended Merger AgreementApril 28, 2026 4:17 PM
Business Wire

Amended Agreement Follows Thorough Review of Unsolicited Competing Proposal



New Terms Include an Increase in the Per-Share Cash Consideration to $11.30



Special Meeting of TWO Stockholders Scheduled for May 19, 2026



TWO’s Board of Directors Recommends Stockholders Vote FOR of the Transaction with CrossCountry



TWO (Two Harbors Investment Corp, NYSE: TWO), an MSR-focused REIT, and CrossCountry Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”), today announced the signing of an amendment to the previously announced merger agreement, dated March 27, 2026, under which CCM will acquire all outstanding shares of TWO common stock in an all-cash transaction.


Under the terms of the amended agreement, CCM will increase the per-share cash consideration payable to TWO stockholders to $11.30 per share, an increase from $10.80 per share under the original merger agreement. TWO’s Series A, Series B and Series C Preferred Stock will still be redeemed following the closing of the transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock. The TWO Board of Directors has unanimously approved the amended merger agreement and reiterates its recommendation that TWO stockholders vote to approve the CCM transaction. The special meeting of stockholders to approve the CCM transaction will be held on May 19, 2026 as previously scheduled.


The amendment follows the TWO Board’s thorough evaluation of an unsolicited competing proposal received on April 20, 2026 from UWM Holdings Corporation. After careful review with its financial and legal advisors, including assessment of the competing proposal’s terms, proposed financing, regulatory path, deal certainty and other factors, the TWO Board determined that the CCM transaction, as amended, continues to be in the best interests of TWO and its stockholders. The TWO Board believes the amended CCM transaction provides TWO stockholders with superior certainty of value through fixed, all-cash consideration that is not subject to any financing condition.


“Our increased bid reflects our continued excitement for this transaction and our strong conviction in the strategic and financial merits of combining CCM and TWO Harbors,” said Ron Leonhardt, Founder and CEO of CrossCountry Mortgage. “Our two teams are already working closely to ensure a seamless integration process across both the capital markets and RoundPoint servicing functions, and we have also made significant progress in obtaining the necessary federal and state regulatory approvals.”


TWO intends to file a supplement to its definitive proxy statement with the Securities and Exchange Commission to reflect the amended terms of the merger agreement. Stockholders who have already voted on the CCM transaction do not need to take any action, though they may change their vote at any time before the special meeting by following the instructions in the proxy statement.


The transaction is expected to close in the third quarter of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders and receipt of customary regulatory approvals.


As previously disclosed, prior to the closing of the CCM transaction, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all completed quarterly periods.


Upon completion of the transaction, TWO common stock will be delisted from the New York Stock Exchange, TWO will cease to be a publicly traded company, and TWO will become a wholly owned subsidiary of CrossCountry.


Advisors


Houlihan Lokey Capital, Inc. is acting as financial advisor and Jones Day is acting as legal counsel to TWO. Citi is acting as exclusive financial advisor and Simpson Thacher & Bartlett LLP is acting as legal counsel to CCM.


About TWO


Two Harbors Investment Corp., or 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.


About CCM


CrossCountry Mortgage is the nation’s number one distributed retail mortgage lender with more than 8,000 employees operating over 700 branches and servicing loans across all 50 states, D.C. and Puerto Rico. Our company has been recognized ten times on the Inc. 5000 list of America’s fastest-growing private businesses and has received many awards for our standout culture. We offer more than 120 mortgage purchase, refinance and home equity solutions – ranging from conventional and jumbo mortgages to government-insured programs from FHA and programs for Veterans and rural homebuyers – and we are a direct lender and approved seller and servicer by Freddie Mac, Fannie Mae, and Ginnie Mae NMLS #3029. Through our dedication to getting it done, we make every mortgage feel like a win. For more information, visit crosscountrymortgage.com.


Forward Looking Statements


This communication 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 communication 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 and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that their expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.


There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.


Each of the forward-looking statements of TWO are based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.


IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT


In connection with the proposed CCM transaction, TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. TWO commenced mailing of the Proxy Statement on or about April 20, 2026. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed Merger. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This communication is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.


PARTICIPANTS IN THE SOLICITATION


TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026 captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Proxy Statement have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260428421216/en/
Margaret Karr, Head of Investor Relations, TWO, (612) 453-4080, Margaret.Karr@twoinv.com

Natalie Lonjak, Director, Corporate Communications, CrossCountry Mortgage, (216) 377-2186, Natalie.Lonjak@ccm.com


Original: TWO and CrossCountry Mortgage, LLC Announce Amended Merger Agreement

TWO Reports First Quarter 2026 Financial ResultsApril 28, 2026 4:21 PM
Business Wire
Executed New Definitive Merger Agreement with CrossCountry Mortgage, LLC


TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused real estate investment trust (REIT), today announced its financial results for the quarter ended March 31, 2026.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260428847282/en/
Quarterly Summary



Entered into a definitive merger agreement with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”), pursuant to which CCM will acquire all of the outstanding shares of TWO common stock.


In connection with entering into the merger agreement with CCM, TWO terminated its previously announced merger agreement, dated December 17, 2025, with UWM Holdings Corporation (NYSE: UWMC).



On April 28, 2026, announced the signing of an amendment to the previously announced merger agreement, whereby CCM will increase the per-share cash consideration payable to TWO stockholders to $11.30 per share, an increase from $10.80 per share under the original merger agreement.



Holders of TWO’s Series A, Series B and Series C Preferred Stock will have their shares redeemed following the closing of the transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock.



Prior to the closing of the merger, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all completed quarterly periods. TWO does not intend to pay a partial dividend for the quarter in which the closing occurs in the event the closing does not occur as of quarter-end.



The transaction is still expected to close in the second half of 2026, subject to approval of TWO’s stockholders and the satisfaction of other closing conditions, including customary regulatory approvals.






Reported book value of $10.57 per common share, and declared a first quarter common stock dividend of $0.34 per share, representing a (2.0)% quarterly economic return on book value.(1)



Generated comprehensive loss of $(24.7) million, or $(0.24) per weighted average basic common share.



Convertible senior notes of $261.9 million in UPB were repaid in full on their January 15, 2026 maturity date



Added $151.8 million in unpaid principal balance (UPB) of MSR through flow-sale acquisitions and recapture.



As of March 31, 2026, MSR portfolio had a weighted average gross coupon rate of 3.54% and a 60+ day delinquency rate of 0.81%, and had experienced a 3-month CPR of 5.6%.



Funded $92.3 million UPB in loans and brokered an additional $38.2 million UPB in second lien loans.



“In the first quarter, we executed a new merger agreement with CCM, and in connection with entering into this agreement, we terminated the prior merger agreement with UWM,” said Bill Greenberg, TWO’s President and Chief Executive Officer. “This combination pairs the country’s leading retail originator with RoundPoint’s best-in-class servicing platform, creating a fully integrated mortgage company. I am confident that this is the best outcome for our shareholders, and our Board unanimously recommends that shareholders vote in favor of the merger.”



_____________



(1)






Economic return on book value is defined as the increase (decrease) in common book value from the beginning to the end of the given period, plus dividends declared to common stockholders in the period, divided by common book value as of the beginning of the period.







“The outbreak of the conflict in the Middle East caused an abrupt change in sentiment in the first quarter, leading to an increase in rates, rate volatility, hedging costs and a widening of spreads,” stated Nick Letica, TWO’s Chief Investment Officer. “However, mortgage spreads outperformed the increase in volatility, due to the January directive from the Administration for the GSEs to purchase $200 billion of MBS, which added to the already positive supply/demand technicals. The situation in the Middle East continues to be highly fluid, with a broad range of outcomes, which will drive the near-term outlook of risk assets. The widening of spreads by quarter-end improved the return potential of our portfolio.”


Operating Performance


The following table summarizes the company’s GAAP and non-GAAP earnings measurements and key metrics for the first quarter of 2026 and fourth quarter of 2025:




Operating Performance (unaudited)








(dollars in thousands, except per common share data)








 






 






Three Months Ended March 31, 2026






 






Three Months Ended December 31, 2025








Earnings Attributable to Common

Stockholders






 






Earnings






 






Per

weighted

average

basic

common

share






 






Annualized

return on

average

common

equity






 






Earnings






 






Per

weighted

average

basic

common

share






 






Annualized

return on

average

common

equity








Comprehensive (Loss) Income






 






$






(24,714






)






 






$






(0.24






)






 






(8.4






)%






 






$






50,429






 






 






$






0.48






 






 






17.2






%








GAAP Net Income (Loss)






 






$






19,477






 






 






$






0.18






 






 






6.6






%






 






$






(1,325






)






 






$






(0.02






)






 






(0.5






)%








Earnings Available for Distribution(1)






 






$






35,756






 






 






$






0.34






 






 






12.2






%






 






$






27,435






 






 






$






0.26






 






 






9.4






%








 






 






 






 






 






 






 






 






 






 






 






 






 








Operating Metrics






 






 






 






 






 






 






 






 






 






 






 






 








Dividend per common share






 






$






0.34






 






 






 






 






 






 






$






0.34






 






 






 






 






 








Annualized dividend yield(2)






 






 






11.9






%






 






 






 






 






 






 






13.0






%






 






 






 






 








Book value per common share at period end






 






$






10.57






 






 






 






 






 






 






$






11.13






 






 






 






 






 








Economic return on book value(3)






 






 






(2.0






)%






 






 






 






 






 






 






3.9






%






 






 






 






 








Operating expenses, excluding non-cash LTIP amortization and merger-related costs(4)






 






$






39,391






 






 






 






 






 






 






$






43,699






 






 






 






 






 








Operating expenses, excluding non-cash LTIP amortization and merger-related costs, as a percentage of average equity(4)






 






 






8.8






%






 






 






 






 






 






 






9.7






%






 






 






 






 








_____________


(1)

Earnings Available for Distribution, or EAD, is a non-GAAP measure. Please see page 11 for a definition of EAD and a reconciliation of GAAP to non-GAAP financial information.







(2)

Dividend yield is calculated based on annualizing the dividends declared in the given period, divided by the closing share price as of the end of the period.







(3)

Economic return on book value is defined as the increase (decrease) in common book value from the beginning to the end of the given period, plus dividends declared to common stockholders in the period, divided by the common book value as of the beginning of the period.







(4)

Excludes non-cash equity compensation expense of $4.4 million for the first quarter of 2026 and $3.4 million for the fourth quarter of 2025 and merger-related costs of $5.6 million for the first quarter of 2026 and $4.2 million for the fourth quarter of 2025. Merger-related costs consist of expenses incurred in connection with the company’s proposed merger with CCM, as well as its terminated merger with UWM Holdings Corporation.







Portfolio Summary


As of March 31, 2026, the company’s portfolio was comprised of $8.9 billion of Agency RMBS, MSR and other investment securities as well as their associated notional debt hedges. Additionally, the company held $3.0 billion bond equivalent value of net long to-be-announced securities (TBAs).


The following tables summarize the company’s investment portfolio as of March 31, 2026 and December 31, 2025:




Investment Portfolio Composition






 






As of March 31, 2026






 






As of December 31, 2025








(dollars in thousands)






 






(unaudited)






 






(unaudited)








Agency RMBS






 






$






6,568,185






 






73.4






%






 






$






6,579,141






 






73.1






%








Mortgage servicing rights(1)






 






 






2,380,983






 






26.6






%






 






 






2,421,910






 






26.9






%








Other






 






 






3,149






 






—






%






 






 






3,259






 






—






%








Aggregate Portfolio






 






 






8,952,317






 






 






 






 






9,004,310






 






 








Net TBA position(2)






 






 






2,976,531






 






 






 






 






4,199,576






 






 








Total Portfolio






 






$






11,928,848






 






 






 






$






13,203,886






 






 








_____________



(1)






Based on the prior month-end’s principal balance of the loans underlying the company’s MSR, increased for current month purchases.








(2)






Represents bond equivalent value of TBA position. Bond equivalent value is defined as notional amount multiplied by market price. Accounted for as derivative instruments in accordance with GAAP.









Portfolio Metrics Specific to Agency RMBS






 






As of March 31, 2026






 






As of December 31, 2025








 






 






(unaudited)






 






(unaudited)








Weighted average cost basis(1)






 






$






101.72






 






 






$






101.61






 








Weighted average experienced three-month CPR






 






 






8.6






%






 






 






7.9






%








Gross weighted average coupon rate






 






 






6.2






%






 






 






6.1






%








Weighted average loan age (months)






 






 






24






 






 






 






26






 








_____________



(1)






Weighted average cost basis includes Agency principal and interest RMBS only and utilizes carrying value for weighting purposes.









Portfolio Metrics Specific to MSR(1)






 






As of March 31, 2026






 






As of December 31, 2025








(dollars in thousands)






 






(unaudited)






 






(unaudited)








Unpaid principal balance






 






$






158,871,352






 






 






$






162,450,487






 








Gross coupon rate






 






 






3.5






%






 






 






3.6






%








Current loan size






 






$






321






 






 






$






324






 








Original FICO(2)






 






 






760






 






 






 






760






 








Original LTV






 






 






73






%






 






 






73






%








60+ day delinquencies






 






 






0.8






%






 






 






0.9






%








Net servicing fee






 






25.3 basis points






 






25.3 basis points








 






 






 






 






 








 






 






Three Months Ended

March 31, 2026






 






Three Months Ended

December 31, 2025








 






 






(unaudited)






 






(unaudited)








Fair value losses






 






$






(44,009






)






 






$






(65,213






)








Servicing income






 






$






119,364






 






 






$






133,160






 








Servicing costs






 






$






1,807






 






 






$






3,705






 








Change in servicing reserves






 






$






41






 






 






$






(322






)








_____________



(1)






Metrics exclude residential mortgage loans in securitization trusts for which the company is the named servicing administrator. Portfolio metrics, other than UPB, represent averages weighted by UPB.








(2)






FICO represents a mortgage industry accepted credit score of a borrower.









 






 






As of March 31, 2026






 






As of December 31, 2025








Serviced Mortgage Assets






 






Number of

Loans






 






Unpaid Principal

Balance






 






Number of

Loans






 






Unpaid Principal

Balance








(dollars in thousands)






 






(unaudited)






 






(unaudited)








Mortgage servicing rights






 






665,942






 






$






158,871,352






 






675,215






 






$






162,450,487








Subservicing(1)






 






179,899






 






 






40,051,658






 






178,356






 






 






40,492,124








Servicing administrator(2)






 






505






 






 






265,953






 






514






 






 






272,820








Mortgage loans held-for-sale(3)






 






70






 






 






18,391






 






38






 






 






13,336








Total serviced mortgage assets






 






846,416






 






$






199,207,354






 






854,123






 






$






203,228,767








_____________



(1)






Off-balance sheet mortgage loans owned by third parties and subserviced by the company.








(2)






Off-balance sheet mortgage loans owned by third parties for which the company acts as servicing administrator (subserviced by appropriately licensed third-party subservicers).








(3)






Originated or purchased mortgage loans held-for-sale at period-end.









Other Investments and Risk Management Metrics






 






As of March 31, 2026






 






As of December 31, 2025








(dollars in thousands)






 






(unaudited)






 






(unaudited)








Net long TBA notional(1)






 






$






3,019,003






 






 






$






4,206,715






 








Futures notional






 






$






(6,354,300






)






 






$






(4,357,800






)








Interest rate swaps notional






 






$






11,435,749






 






 






$






12,579,986






 








_____________



(1)






Accounted for as derivative instruments in accordance with GAAP.







Financing Summary


The following tables summarize the company’s secured and unsecured financing arrangements and related metrics as of March 31, 2026 and December 31, 2025:




March 31, 2026






 






Balance






 






Weighted

Average

Borrowing Rate






 






Weighted

Average Months

to Maturity






 






Number of

Distinct

Counterparties








(dollars in thousands, unaudited)






 






 






 






 






 






 






 






 








Repurchase agreements collateralized by securities






 






$






6,665,054






 






3.85






%






 






2.32






 






16








Repurchase agreements collateralized by MSR






 






 






575,000






 






6.71






%






 






7.05






 






3








Repurchase agreements collateralized by mortgage loans






 






 






5,233






 






5.68






%






 






2.75






 






1








Total repurchase agreements






 






 






7,245,287






 






4.07






%






 






2.69






 






18








Revolving credit facilities collateralized by MSR and related servicing advance obligations






 






 






916,871






 






6.68






%






 






18.41






 






3








Warehouse lines of credit collateralized by mortgage loans






 






 






12,694






 






5.67






%






 






2.83






 






1








Unsecured senior notes






 






 






111,200






 






9.38






%






 






52.54






 






n/a








Total borrowings






 






$






8,286,052






 






 






 






 






 






 









December 31, 2025






 






Balance






 






Weighted

Average

Borrowing Rate






 






Weighted

Average Months

to Maturity






 






Number of

Distinct

Counterparties








(dollars in thousands, unaudited)






 






 






 






 






 






 






 






 








Repurchase agreements collateralized by securities






 






$






6,601,446






 






4.13






%






 






1.78






 






16








Repurchase agreements collateralized by MSR






 






 






650,000






 






6.76






%






 






6.34






 






3








Repurchase agreements collateralized by mortgage loans






 






 






4,094






 






5.88






%






 






2.72






 






1








Total repurchase agreements






 






 






7,255,540






 






4.36






%






 






2.19






 






18








Revolving credit facilities collateralized by MSR and related servicing advance obligations






 






 






919,371






 






6.77






%






 






21.30






 






3








Warehouse lines of credit collateralized by mortgage loans






 






 






9,406






 






6.00






%






 






2.63






 






1








Unsecured senior notes






 






 






111,055






 






9.38






%






 






55.50






 






n/a








Unsecured convertible senior notes






 






 






261,810






 






6.25






%






 






0.49






 






n/a








Total borrowings






 






$






8,557,182






 






 






 






 






 






 









Borrowings by Collateral Type






 






As of March 31, 2026






 






As of December 31, 2025








(dollars in thousands)






 






(unaudited)






 






(unaudited)








Agency RMBS






 






$






6,665,054






 






 






$






6,601,446






 








Mortgage servicing rights and related servicing advance obligations






 






 






1,491,871






 






 






 






1,569,371






 








Other - secured






 






 






17,927






 






 






 






13,500






 








Other - unsecured(1)






 






 






111,200






 






 






 






372,865






 








Total






 






 






8,286,052






 






 






 






8,557,182






 








TBA cost basis






 






 






2,981,694






 






 






 






4,185,465






 








Net payable (receivable) for unsettled RMBS






 






 






(230,695






)






 






 






(177,891






)








Total, including TBAs and net payable (receivable) for unsettled RMBS






 






$






11,037,051






 






 






$






12,564,756






 








Debt-to-equity ratio at period-end(2)






 






4.8 :1.0






 






4.8 :1.0








Economic debt-to-equity ratio at period-end(3)






 






6.4 :1.0






 






7.0 :1.0








 






 






 






 






 








Cost of Financing by Collateral Type(4)






 






Three Months Ended

March 31, 2026






 






Three Months Ended

December 31, 2025








 






 






(unaudited)






 






(unaudited)








Agency RMBS






 






 






3.98






%






 






 






4.27






%








Mortgage servicing rights and related servicing advance obligations(5)






 






 






7.13






%






 






 






7.63






%








Other - secured






 






 






6.18






%






 






 






6.60






%








Other - unsecured(1)(5)






 






 






9.35






%






 






 






7.96






%








Annualized cost of financing






 






 






4.68






%






 






 






5.04






%








Interest rate swaps(6)






 






 






(0.06






)%






 






 






(0.13






)%








U.S. Treasury futures(7)






 






 






(0.11






)%






 






 






(0.14






)%








TBAs(8)






 






 






3.72






%






 






 






4.00






%








Total annualized cost of financing(8)






 






 






4.20






%






 






 






4.41






%








_____________



(1)






Unsecured borrowings under senior notes and, prior to their January 15, 2026 maturity date, convertible senior notes.








(2)






Defined as total borrowings to fund Agency and non-Agency investment securities, MSR and related servicing advances and mortgage loans held-for-sale, divided by total equity.








(3)






Defined as total borrowings to fund Agency and non-Agency investment securities, MSR and related servicing advances and mortgage loans held-for-sale, plus the implied debt on net TBA cost basis and net payable (receivable) for unsettled RMBS, divided by total equity.








(4)






Excludes any repurchase agreements collateralized by U.S. Treasuries.








(5)






Includes amortization of debt issuance costs.








(6)






The cost of financing on interest rate swaps held to mitigate interest rate risk associated with the company’s outstanding borrowings includes interest spread income/expense and amortization of upfront payments made or received upon entering into interest rate swap agreements and is calculated using average borrowings balance as the denominator.








(7)






The cost of financing on U.S. Treasury futures held to mitigate interest rate risk associated with the company’s outstanding borrowings is calculated using average borrowings balance as the denominator. U.S. Treasury futures income is the economic equivalent to holding and financing a relevant cheapest-to-deliver U.S. Treasury note or bond using short-term repurchase agreements.








(8)






The implied financing benefit/cost of dollar roll income on TBAs is calculated using the average cost basis of TBAs as the denominator. TBA dollar roll income is the non-GAAP economic equivalent to holding and financing Agency RMBS using short-term repurchase agreements. TBAs are accounted for as derivative instruments in accordance with GAAP.







Conference Call


TWO will host a conference call on April 29, 2026 at 9:00 a.m. ET to discuss its first quarter 2026 financial results and related information. To participate in the teleconference, please call toll-free (800) 330-6710 approximately 10 minutes prior to the above start time and provide the Conference Code 1691055. The conference call will also be webcast live and accessible online in the News & Events section of the company’s website at www.twoinv.com. For those unable to attend, a replay of the webcast will be available on the company’s website approximately four hours after the live call ends.


About TWO


Two Harbors Investment Corp., or 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 merger (the “CCM Merger”) with CrossCountry Intermediate Holdco, LLC (“CCM”), Two Harbors Investment Corp.’s (“TWO”) and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM Merger, the ability of the parties to complete the proposed CCM Merger 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 and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that their expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.


There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press release. These include, among other things: the expected timing and likelihood of completion of the proposed CCM Merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM Merger; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM Merger, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM Merger in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM Merger; the risk that any announcements relating to the proposed CCM Merger could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM Merger and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM Merger, including stockholder litigation in connection with the proposed CCM Merger; the risk that restrictions during the pendency of the proposed CCM Merger may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.


Each of the forward-looking statements of TWO are based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.


IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT


In connection with the proposed CCM Merger, TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. TWO commenced mailing of the Proxy Statement on or about April 20, 2026. The proposed CCM Merger will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed Merger. The Proxy Statement contains important information about the proposed CCM Merger and related matters. This press release is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM Merger. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM MERGER (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM MERGER AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.


PARTICIPANTS IN THE SOLICITATION


TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM Merger. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10K/A filed with the SEC on April 27, 2026 captioned "Compensation and Analysis," "Summary Compensation Table" and "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Proxy Statement and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM Merger is included in the Proxy Statement relating to the proposed CCM Merger. Free copies of these documents may be obtained as described in the preceding paragraph.


Non-GAAP Financial Measures


In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), this press release and the accompanying investor presentation present non-GAAP financial measures, such as earnings available for distribution and related per basic common share measures. The non-GAAP financial measures presented by the company provide supplemental information to assist investors in analyzing the company’s results of operations and help facilitate comparisons to industry peers. However, because these measures are not calculated in accordance with GAAP, they should not be considered a substitute for, or superior to, the financial measures calculated in accordance with GAAP. The company’s GAAP financial results and the reconciliations from these results should be carefully evaluated. See the GAAP to non-GAAP reconciliation table on page 11 of this release.



 



TWO HARBORS INVESTMENT CORP.








CONSOLIDATED BALANCE SHEETS








(dollars in thousands, except share data)








 






March 31,

2026






 






December 31,

2025








 






(unaudited)






 






 








ASSETS






 






 






 








Available-for-sale securities, at fair value (amortized cost $6,553,143 and $6,516,016, respectively; allowance for credit losses $1,551 and $1,609, respectively)






$






6,507,381






 






 






$






6,514,471






 








Mortgage servicing rights, at fair value






 






2,380,983






 






 






 






2,421,910






 








Mortgage loans held-for-sale, at fair value






 






18,536






 






 






 






13,630






 








Cash and cash equivalents






 






476,307






 






 






 






842,319






 








Restricted cash






 






283,842






 






 






 






219,633






 








Accrued interest receivable






 






29,917






 






 






 






29,229






 








Due from counterparties






 






432,152






 






 






 






379,259






 








Derivative assets, at fair value






 






71,213






 






 






 






87,549






 








Reverse repurchase agreements






 






170,855






 






 






 






157,120






 








Other assets






 






162,550






 






 






 






194,097






 








Total Assets






$






10,533,736






 






 






$






10,859,217






 








LIABILITIES AND STOCKHOLDERS’ EQUITY






 






 






 








Liabilities:






 






 






 








Repurchase agreements






$






7,245,287






 






 






$






7,255,540






 








Revolving credit facilities






 






916,871






 






 






 






919,371






 








Warehouse lines of credit






 






12,694






 






 






 






9,406






 








Senior notes






 






111,200






 






 






 






111,055






 








Convertible senior notes






 






—






 






 






 






261,810






 








Derivative liabilities, at fair value






 






11,254






 






 






 






4,254






 








Due to counterparties






 






247,469






 






 






 






215,814






 








Dividends payable






 






48,904






 






 






 






48,932






 








Accrued interest payable






 






44,520






 






 






 






81,914






 








Other liabilities






 






163,958






 






 






 






163,194






 








Total Liabilities






 






8,802,157






 






 






 






9,071,290






 








Stockholders’ Equity:






 






 






 








Preferred stock, par value $0.01 per share; 100,000,000 shares authorized and 24,870,817 shares issued and outstanding ($621,770 liquidation preference)






 






601,467






 






 






 






601,467






 








Common stock, par value $0.01 per share; 175,000,000 shares authorized and 105,044,253 and 104,806,311 shares issued and outstanding, respectively






 






1,050






 






 






 






1,048






 








Additional paid-in capital






 






5,952,939






 






 






 






5,948,478






 








Accumulated other comprehensive loss






 






(44,278






)






 






 






(87






)








Cumulative earnings






 






1,226,769






 






 






 






1,194,485






 








Cumulative distributions to stockholders






 






(6,006,368






)






 






 






(5,957,464






)








Total Stockholders’ Equity






 






1,731,579






 






 






 






1,787,927






 








Total Liabilities and Stockholders’ Equity






$






10,533,736






 






 






$






10,859,217






 












TWO HARBORS INVESTMENT CORP.








CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME








(dollars in thousands, except per share amounts)








Certain prior period amounts have been reclassified to conform to the current period presentation








 






Three Months Ended








 






March 31,








 






2026






 






2025








 






(unaudited)








Net interest expense:






 








Interest income






$






88,650






 






 






$






111,382






 








Interest expense






 






95,161






 






 






 






131,714






 








Net interest expense






 






(6,511






)






 






 






(20,332






)








Net servicing income:






 






 






 








Servicing income






 






130,143






 






 






 






156,859






 








Servicing costs






 






1,848






 






 






 






3,197






 








Net servicing income






 






128,295






 






 






 






153,662






 








Other income (loss):






 






 






 








Loss on investment securities






 






(10,986






)






 






 






(32,729






)








Loss on servicing asset






 






(44,009






)






 






 






(36,221






)








Gain (loss) on derivative instruments






 






15,641






 






 






 






(97,340






)








Gain on mortgage loans held-for-sale






 






2,052






 






 






 






669






 








Other income






 






1,317






 






 






 






761






 








Total other loss






 






(35,985






)






 






 






(164,860






)








Expenses:






 






 






 








Compensation and benefits






 






26,698






 






 






 






26,589






 








Other operating expenses






 






22,749






 






 






 






20,505






 








Total expenses






 






49,447






 






 






 






47,094






 








Income (loss) before income taxes






 






36,352






 






 






 






(78,624






)








Provision for income taxes






 






4,068






 






 






 






431






 








Net income (loss)






 






32,284






 






 






 






(79,055






)








Dividends on preferred stock






 






(12,807






)






 






 






(13,186






)








Net income (loss) attributable to common stockholders






$






19,477






 






 






$






(92,241






)








Basic earnings (loss) per weighted average common share






$






0.18






 






 






$






(0.89






)








Diluted earnings (loss) per weighted average common share






$






0.18






 






 






$






(0.89






)








Comprehensive (loss) income:






 






 






 








Net income (loss)






$






32,284






 






 






$






(79,055






)








Other comprehensive (loss) income:






 






 






 








Unrealized (loss) gain on available-for-sale securities






 






(44,191






)






 






 






157,172






 








Other comprehensive (loss) income






 






(44,191






)






 






 






157,172






 








Comprehensive (loss) income






 






(11,907






)






 






 






78,117






 








Dividends on preferred stock






 






(12,807






)






 






 






(13,186






)








Comprehensive (loss) income attributable to common stockholders






$






(24,714






)






 






$






64,931






 












TWO HARBORS INVESTMENT CORP.








INTEREST INCOME AND INTEREST EXPENSE








(in thousands)








 








 






Three Months Ended








 






March 31,








 






2026






 






2025








 






(unaudited)








Interest income:






 








Available-for-sale securities






$






80,687






 






 






$






100,418






 








Mortgage loans held-for-sale






 






169






 






 






 






53






 








Other






 






7,794






 






 






 






10,911






 








Total interest income






 






88,650






 






 






 






111,382






 








Interest expense:






 






 






 








Repurchase agreements






 






74,527






 






 






 






107,078






 








Revolving credit facilities






 






16,350






 






 






 






20,126






 








Warehouse lines of credit






 






109






 






 






 






55






 








Senior notes






 






2,841






 






 






 






—






 








Convertible senior notes






 






710






 






 






 






4,455






 








Other






 






624






 






 






 






—






 








Total interest expense






 






95,161






 






 






 






131,714






 








Net interest expense






$






(6,511






)






 






$






(20,332






)












TWO HARBORS INVESTMENT CORP.








RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION








(dollars in thousands, except share data)








Certain prior period amounts have been reclassified to conform to the current period presentation








 






 






 






 








 






Three Months Ended








 






March 31,

2026






 






December 31,

2025








 






(unaudited)






 






(unaudited)








Reconciliation of comprehensive (loss) income to Earnings Available for Distribution:






 






 






 








Comprehensive (loss) income attributable to common stockholders






$






(24,714






)






 






$






50,429






 








Adjustment for other comprehensive loss (income) attributable to common stockholders:






 






 






 








Unrealized loss (gain) on available-for-sale securities






 






44,191






 






 






 






(51,754






)








Net income (loss) attributable to common stockholders






$






19,477






 






 






$






(1,325






)








Adjustments to exclude reported realized and unrealized (gains) losses:






 






 






 








Realized loss on securities






 






10,885






 






 






 






15,018






 








Unrealized loss (gain) on securities






 






86






 






 






 






(578






)








Provision (reversal of provision) for credit losses






 






15






 






 






 






(8






)








Realized and unrealized loss on mortgage servicing rights






 






44,009






 






 






 






65,213






 








Realized and unrealized gain on derivative instruments






 






(11,897






)






 






 






(13,121






)








Other (gains) losses






 






(4






)






 






 






2,590






 








Other adjustments:






 






 






 








MSR amortization(1)






 






(59,893






)






 






 






(69,700






)








TBA dollar roll income(2)






 






15,874






 






 






 






12,409






 








U.S. Treasury futures income(3)






 






3,370






 






 






 






4,471






 








Change in servicing reserves






 






41






 






 






 






(322






)








Non-cash equity compensation expense






 






4,422






 






 






 






3,352






 








Merger-related costs(4)






 






5,634






 






 






 






4,209






 








Net provision for income taxes on non-EAD






 






3,737






 






 






 






5,227






 








Earnings available for distribution to common stockholders(5)






$






35,756






 






 






$






27,435






 








Weighted average basic common shares






 






104,876,645






 






 






 






104,239,402






 








Earnings available for distribution to common stockholders per weighted average basic common share






$






0.34






 






 






$






0.26






 








_____________



(1)






MSR amortization refers to the portion of change in fair value of MSR primarily attributed to the realization of expected cash flows (runoff) of the portfolio, which is deemed a non-GAAP measure due to the company’s decision to account for MSR at fair value.








(2)






TBA dollar roll income is the economic equivalent to holding and financing Agency RMBS using short-term repurchase agreements.








(3)






U.S. Treasury futures income is the economic equivalent to holding and financing a relevant cheapest-to-deliver U.S. Treasury note or bond using short-term repurchase agreements.








(4)






Merger-related costs consist of expenses incurred in connection with the company’s proposed merger with CCM, as well as its terminated merger with UWM.








(5)






EAD is a non-GAAP measure that we define as comprehensive (loss) income attributable to common stockholders, excluding realized and unrealized gains and losses on the aggregate investment portfolio, gains and losses on repurchases of preferred stock, provision for (reversal of) credit losses, reserve expense for representation and warranty obligations on MSR, non-cash compensation expense related to equity incentive plans and merger-related costs. As defined, EAD includes net interest income, accrual and settlement of interest on derivatives, dollar roll income on TBAs, U.S. Treasury futures income, servicing income, net of estimated amortization on MSR and certain cash related operating expenses. EAD provides supplemental information to assist investors in analyzing the company’s results of operations and helps facilitate comparisons to industry peers. EAD is one of several measures our board of directors considers to determine the amount of dividends to declare on our common stock and should not be considered an indication of our taxable income or as a proxy for the amount of dividends we may declare.







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260428847282/en/
Margaret Karr, Head of Investor Relations, TWO, (612) 453-4080, Margaret.Karr@twoinv.com


Original: TWO Reports First Quarter 2026 Financial Results