Two Harbors Board Deems Unsolicited Bid From CrossCountry Mortgage As "Company Superior Proposal"

TWO Receives Additional Unsolicited Proposal at $10.75 Per ShareSpecial Meeting Postponed to April 7, 2026TWO ((Two Harbors Investment Corp., NYSE:TWO), an MSR-focused REIT, today announced that the ad hoc committee of its Board of Directors (the "Committee"), following consultation with its financial advisors and outside legal counsel, has determined in good faith that the previously disclosed unsolicited proposal to acquire all of the outstanding shares of TWO common stock constitutes a "Company Superior Proposal" as defined in TWO's previously announced merger agreement with UWM Holdings Corporation ("UWMC") (NYSE:UWMC).The unsolicited proposal, which was made by CrossCountry Mortgage, LLC ("CCM"), provides for the acquisition of all outstanding shares of TWO common stock for $10.70 per share in cash, plus payment by CCM of the $25.4 million termination fee that TWO would be required to pay to UWMC upon termination of the UWMC merger agreement.TWO delivered notice of the Committee's determination to UWMC on March 21, 2026, commencing a match right period expiring at 11:59 a.m. Eastern Time on March 25, 2026 (the "Match Right Period"). During the Match Right Period, UWMC may propose revisions to the UWMC merger agreement for TWO's consideration. If the CCM proposal continues to constitute a "Company Superior Proposal" after the Match Right Period, TWO would be entitled to terminate the UWMC merger agreement. UWMC has proposed revised terms, and TWO and UWMC are in discussions regarding the revised terms.In addition, following the Committee's determination regarding the CCM proposal, TWO received an unsolicited proposal from an additional third party that the Committee has determined could reasonably be expected to lead to a "Company Superior Proposal" under the UWMC merger agreement. The third party has proposed alternative acquisition transactions, including a cash offer of $10.75 per share, plus payment of the $25.4 million termination fee that TWO would be required to pay to UWMC upon termination of the UWMC merger agreement.The UWMC merger agreement remains in effect, and there can be no assurance that this process will result in TWO entering into an amended agreement with UWMC, terminating the UWMC merger agreement, or entering into a definitive agreement with CCM or any other party.In light of these developments, TWO has postponed its Special Meeting of Stockholders to April 7, 2026.