Two Harbors Investment Corp. Receives Two Unsolicited Buyout Offers, Special Meeting Postponed

Key Highlights:

• Two Harbors Investment Corp. (NYSE: TWO) announced it has received two separate unsolicited acquisition proposals, both of which could significantly impact the company’s future and share value.
• The ad hoc committee of the Board of Directors determined that an unsolicited proposal from CrossCountry Mortgage, LLC (CCM) to acquire all outstanding shares of TWO common stock for \$10.70 per share in cash is a “Company Superior Proposal” under the terms of the existing merger agreement with UWM Holdings Corporation (UWMC).
• Following this, the company received another unsolicited proposal from an additional third party, offering \$10.75 per share in cash for all common shares—higher than the CCM bid.
• The Board’s ad hoc committee believes the second offer could also reasonably be expected to qualify as a “Company Superior Proposal” under the current merger agreement with UWMC.
• As a result of these developments, the scheduled special meeting of shareholders has been postponed to April 7, 2026 to allow further evaluation of these proposals.

Details of Recent Developments

On March 23, 2026, Two Harbors Investment Corp. released a statement confirming that, after consulting with its financial advisors and outside legal counsel, the Board’s ad hoc committee determined in good faith that CCM’s cash offer of \$10.70 per share is a “Company Superior Proposal.” This decision was reached under the terms of the previously announced Agreement and Plan of Merger, dated December 17, 2025, among Two Harbors, UWM Acquisitions 1, LLC, and UWMC.

The company notified UWMC of the Committee’s determination on March 21, 2026. Following this development, Two Harbors received an even higher unsolicited offer from another third party, which includes a cash offer of \$10.75 per share. The Committee concluded that this new proposal could also reasonably be expected to lead to a “Company Superior Proposal” under the terms of the UWMC merger agreement.

What Shareholders Need to Know

• Potential Bidding War: The emergence of two competing cash offers above the existing merger agreement could result in a higher buyout price for shareholders. This is a potentially price-sensitive development that may drive the company’s share price higher as the market digests the likelihood of a competitive process.
• Special Meeting Postponed: The company’s special meeting of shareholders, previously scheduled to vote on the UWMC merger, is now postponed to April 7, 2026. This gives the Board more time to evaluate the new bids and potentially negotiate better terms for shareholders.
• No Final Decision Yet: The Board has not yet accepted either of the new proposals but is actively evaluating them. Shareholders should be aware that there is no guarantee either unsolicited proposal will result in a definitive agreement or transaction.
• Regulatory and Shareholder Approvals Required: Any transaction would still be subject to customary closing conditions, including regulatory and shareholder approval.

Forward-Looking Statements and Risks

The company’s filings and press release emphasize that these developments involve “forward-looking statements,” including expectations about potential transactions, integration, synergies, and future performance. Such statements are subject to significant risks and uncertainties, including failure to reach a definitive agreement, inability to obtain shareholder or regulatory approvals, the possibility of a competing process affecting share value, and the risk of market volatility.

Both Two Harbors and UWMC have filed a Registration Statement and Proxy Statement regarding the proposed transaction with the SEC. Shareholders are highly encouraged to read all SEC filings, proxy materials, and any amendments or supplements, as these documents contain important information about the merger process, the competing proposals, and the interests of directors and officers.

Important Contacts and Where to Find More Information

• Shareholders can access SEC filings on www.sec.gov.
• Two Harbors’ investor materials are available at www.twoinv.com/investors or by contacting Investor Relations at 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416.
• UWMC’s investor information is available at investors.uwm.com.

Conclusion

These developments represent significant and potentially value-changing events for Two Harbors Investment Corp. shareholders. The presence of two unsolicited offers—both above the price previously agreed with UWMC—creates the possibility of a higher buyout price or an extended competitive bidding process. Shareholders should closely monitor future communications from the company and review all proxy and SEC materials before making any decisions related to voting or share disposition.

Disclaimer: This article is for informational purposes only and does not constitute investment advice, an offer to sell, or the solicitation of an offer to buy any securities. The information is based on publicly available filings as of March 23, 2026. Investors are urged to review all relevant filings with the SEC and consult their financial advisors before making any investment decisions. The situation is evolving and subject to change.

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