All Stockholders May Elect Cash if They so Choose; Clearly Superior Offer Represents Higher Value than Pending CCM Merger
Urges TWO Stockholders to Vote AGAINST the CCM Proposal and Demand Engagement with UWMC
Encourages TWO Stockholders to Read UWMC's Preliminary Proxy on File with SEC
PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--May 11, 2026--
UWM Holdings Corporation ("UWMC" or the "Company") (NYSE: UWMC), announced that it will be submitting later today a revised proposal to the Board of Directors of Two Harbors Investment Corp. ("Two Harbors" or "TWO") (NYSE: TWO) to acquire all outstanding shares of Two Harbors for $12.50 per share in cash or 2.3328 shares of UWMC stock (the "May 11 Premium Proposal").
The May 11 Premium Proposal will provide TWO stockholders with clearly superior value compared to the proposed transaction with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM") for $12.00 per share in cash (the "Proposed CCM Merger").
UWMC also issued an open letter to TWO stockholders outlining the May 11 Premium Proposal and urging stockholders to vote AGAINST the Proposed CCM Merger at the special meeting of stockholders on May 19, 2026. The full text of the letter is below:
May 11, 2026
An Open Letter to the Stockholders of Two Harbors Investment Corp
Dear Two Harbors Stockholders:
Since our last proposal, the TWO Board first tried to convince you that $11.30 was better than $12.00, and when that tactic apparently failed, they cut another deal with CrossCountry that did the bare minimum on the headline cash figure. Your Board could have engaged with UWMC to determine if more value could be realized for TWO stockholders or if modifications could have been made to our offer to address their concerns. We would be open to considering amendments to our terms, including a potential reverse termination fee and modifications to the election mechanism, but we can only do so through open engagement. The TWO Board refused and decided instead to just reach amendments to move the minimum cash number and preserve the date of their rapidly approaching shareholder vote, scheduled for next week even though the proposed transaction will not close for months. Why won't the TWO Board engage? We can only assume it has something to do with protecting a deal structure that ensures immediate cash payouts for Two Harbors management in the range of $35 million on the date of close instead of negotiating higher value for stockholders. Our deal structure, on the other hand, reduces overall compensation to management and defers some of the payout, allowing us to pay higher value to stockholders. The Board has a duty to maximize value for stockholders, not to choose a path that puts more in the pockets of management. This has been their pattern with UWMC all along.
Despite the silence we have been met with from the TWO Board, today we will be submitting a new, revised proposal to the TWO Board that increases the cash consideration to $12.50 per share while preserving the ability to elect for the 2.3328 stock exchange ratio for those stockholders that want stock consideration. The $12.50 in cash is available for all stockholders if they so choose -- it is not subject to any cap or proration. The choice between cash and stock is entirely up to you, but to receive cash you will have to make an election, and we encourage you to make the election that makes the most sense for your situation.
We have an expeditious path to completion. Absent further sabotage by the TWO Board or management, we intend to close a transaction within approximately 2 months of signing an agreement, given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire TWO. Had TWO's Board negotiated with us in good faith prior to terminating the original Merger Agreement, we would have been closed by now on terms in line with what we are currently proposing.
Our offer is again a clearly superior offer, providing higher value for stockholders on a cash basis, preserving optionality for equity consideration for those that prefer it, and maintaining a tight timeline to close. But you may never realize maximum value if your Board remains unwilling to negotiate. Seemingly, the only way to get them to do so is to vote No at the upcoming meeting.
Why is your Board blocking a mechanism for true price discovery?
UWMC HAS BEEN THE DRIVER OF VALUE FOR TWO STOCKHOLDERS
If not for UWMC, the TWO Board would have sold the Company for $10.80 per share. UWMC's additional bids of for the cash election of $11.30, $12.00 and now $12.50 per share, while preserving the stock election component were made without engagement by the TWO Board, which instead withheld detailed information from stockholders to continue recommending inferior deals and stating that they were in the best interest of stockholders.
The eventual price increase by CCM demonstrates that UWMC proposals were in fact superior all along. TWO could have engaged with UWMC under the merger agreement to determine if a better deal for stockholders could be achieved or if your Board's concerns could be addressed. Instead, the Board tried to convince stockholders as recently as May 6 that $11.30 was somehow better than $12.00.
The result of the TWO Board's repeated efforts to preserve the CCM deal is that they merely achieve the minimum value offered rather than conducting a process that truly maximizes value. TWO stockholders should not accept the same playbook with our $12.50 per share offer.
The TWO Board has repeatedly taken the stance that UWMC's offers are not reasonably likely to lead to a superior proposal. While the amendments to the CCM deal show this is nonsensical, the path forward for the Board should now be abundantly clear: The Only Way For TWO Stockholders To Maximize Value is to VOTE NO at the Special Meeting. You have the power to make the TWO Board conduct a value maximizing process and finally engage with their value driver, UWMC.
Preliminary Proxy Statement and How to Vote
UWMC has filed preliminary proxy statement materials in connection with its solicitation of proxies from TWO stockholders to vote AGAINST approving the Proposed CCM Merger at the special meeting scheduled for May 19, 2026. We intend to amend our proxy materials to reflect the details of our latest proposal.
We encourage TWO stockholders to read UWMC's preliminary proxy statement and updated materials carefully (and, when it becomes available, the definitive proxy statement) and vote AGAINST the Proposed CCM Merger on Two Harbors' proxy card until UWMC's proxy card becomes available as soon as this week. We believe the Proposed CCM Merger is NOT in the best interests of TWO's stockholders and that the Board needs to engage with UWMC if there is any hope of maximizing value for stockholders.
As such, we believe TWO's stockholders should vote AGAINST the Proposed CCM Merger, AGAINST a non-binding advisory proposal to approve compensation to TWO's named executive officer based on the Proposed CCM Merger, and AGAINST a proposal to approve any adjournment of the special meeting to a later date to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with the approval of the Proposed CCM Merger.
You do not have to wait for UWMC's proxy card.
You can vote AGAINST the Proposed CCM Merger today by using Two Harbors' proxy card.
Only your last submitted and received vote will count at the meeting.
In closing, UWMC's latest proposal provides the highest value for TWO stockholders, and engagement with UWMC is the only way TWO's Board and management team can be certain they are fulfilling their fiduciary duty to maximize value for stockholders. We respectfully ask that TWO stockholders:
-- Read our Preliminary Proxy Statement (and when it becomes available,
the definitive proxy statement) so that you can get full information on
the deal the TWO Board is pushing you to accept and their refusal to
engage fairly and openly with UWMC.
-- VOTE AGAINST THE INFERIOR CCM MERGER AT THE SPECIAL MEETING ON MAY 19
USING TWO HARBORS' PROXY CARD and send a message to the Board that you
want them to engage in good faith with UWMC to achieve maximum value for
stockholders, not continue to accept the minimum offer.
We thank you for your attention.
Sincerely,
UWM HOLDINGS CORPORATION
Adam Wolfe
Corporate Secretary
About UWM Holdings Corporation and United Wholesale Mortgage
Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC ("UWM"). UWM is the nation's largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.
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May 11, 2026 07:26 ET (11:26 GMT)
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