\nAfter 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 \u201cCompany Superior Proposal\u201d under the terms of TWO\u2019s amended merger agreement with CrossCountry Mortgage, LLC (\u201cCrossCountry\u201d or \u201cCCM\u201d).<\/p>\n
\nThe 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<\/i><\/b> (as of May 12, 2026). Under the CCM merger transaction all TWO common stockholders will receive $12.00 per share in cash<\/i><\/b> in a deal that has financing, regulatory and closing certainty. This is compelling evidence of a board putting stockholders\u2019 interests first. In the TWO Board\u2019s view, the CCM transaction is the ONLY transaction that the TWO stockholders can trust to get over the finish line<\/i><\/b>.<\/p>\n
\nIn stark contrast to the CCM transaction, UWMC\u2019s inferior proposal yet again fails to address core deficiencies and material risks that the TWO Board has repeatedly identified in UWMC\u2019s previous proposals. Instead of asking why the TWO Board is not \u201cengaging\u201d with UWMC, stockholders should ask why is it that UWMC refuses to respond to these deficiencies that have been repeatedly communicated to them? <\/i><\/b>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:<\/p>\n
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\u2019t UWMC make the default consideration cash?<\/b><\/p>\n 2. What comfort can TWO stockholders have that UWMC\u2019s financial condition will permit it to close? Why was the Revised UWMC Proposal not accompanied by an increased Mizuho financing commitment letter?<\/b><\/p>\n 3. Why does UWMC continue to falsely claim it could close within 60 days?<\/b><\/p>\n 4. Why does UWMC continue to disparage and attack TWO\u2019s management and Board?<\/b><\/p>\n 5. Why is UWMC touting a reverse termination fee instead of providing certainty that it can actually close?<\/b><\/p>\n ISS Recommendation Overlooks Superior Certainty of CCM Agreement<\/b><\/p>\n \nTWO strongly believes that Institutional Shareholder Services (\u201cISS\u201d) reached the wrong conclusion in failing to recommend that TWO stockholders vote \u201cFOR\u201d 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\u2019s agreement with CCM.<\/p>\n \nISS acknowledged that, \u201cwhen considered in isolation, the offer from CCM appears compelling.\u201d 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\u2019s outside financial advisor in connection with the delivery of the fairness opinion to TWO\u2019s 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.<\/p>\n \nIn its March 2026 report related to the terminated UWMC transaction, ISS noted the \u201cposition 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.\u201d Defaulting stockholders to this position with UWMC stock consideration currently worth approximately $7.58 based on UWMC\u2019s closing trading price on May 12, 2026 is not in the best interest of stockholders.<\/p>\n CCM Agreement Remains Most Compelling, Certain and Actionable Path Forward<\/b><\/p>\n \nUnder 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 \u201cCompany Superior Proposal.\u201d For the reasons outlined above, TWO\u2019s board unanimously concluded that the Revised UWMC Proposal does not constitute, and would not reasonably be expected to result in, a \u201cCompany Superior Proposal.\u201d TWO is permitted to ask clarifying questions on UWMC\u2019s proposal and has done so on prior iterations of UWMC\u2019s proposal. Notwithstanding its brash public statements, UWMC\u2019s clarifications lacked material substance and only further highlighted the many concerning elements of its proposal.<\/p>\n \nTWO\u2019s 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<\/b> it at the Special Meeting of Stockholders scheduled for May 19, 2026.<\/p>\n \nThe TWO Board firmly and unanimously believes the CCM transaction delivers enhanced, immediate, and certain value to all common stockholders, including:<\/p>\n \nTWO\u2019s 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\u2019s proxy solicitor, D.F. King & Co., Inc., at (646) 677-2516 (for banks and brokers) or (888) 887-0082 (toll-free).<\/p>\n About TWO<\/b><\/p>\n \nTWO (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.<\/p>\n Forward Looking Statements<\/b><\/p>\n \nThis communication may contain \u201cforward-looking statements,\u201d including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO\u2019s and CCM\u2019s 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 \u201cproject,\u201d \u201cpredict,\u201d \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cpotential,\u201d \u201ccreate,\u201d \u201cestimate,\u201d \u201cplan,\u201d \u201ccontinue,\u201d \u201cintend,\u201d \u201ccould,\u201d \u201cforesee,\u201d \u201cshould,\u201d \u201cwould,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cguidance,\u201d \u201clook,\u201d \u201coutlook,\u201d \u201cgoal,\u201d \u201cfuture,\u201d \u201cassume,\u201d \u201cforecast,\u201d \u201cbuild,\u201d \u201cfocus,\u201d \u201cwork,\u201d 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\u2019s 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.<\/p>\n \nThere 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\u2019s 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\u2019s 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\u2019s 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\u2019s business. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO\u2019s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO\u2019s website at www.twoinv.com\/investors and on the Securities and Exchange Commission\u2019s (the \u201cSEC\u201d) website at www.sec.gov.<\/p>\n \nEach 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.<\/p>\n IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT<\/b><\/p>\n \nIn connection with the proposed CCM transaction, TWO filed with the SEC a definitive proxy statement (the \u201cProxy Statement\u201d) 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\u2019s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO\u2019s 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.<\/p>\n PARTICIPANTS IN THE SOLICITATION<\/b><\/p>\n \nTWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be \u201cparticipants\u201d 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\u2019s Form 10-K\/A filed with the SEC on April 27, 2026, captioned \u201cCompensation Discussion and Analysis,\u201d \u201cSummary Compensation Table\u201d and \u201cItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.\u201d Any changes in the holdings of TWO\u2019s 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\u2019s 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.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260512672702\/en\/<\/a><\/span><\/p>\n\n
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