TWO Directly Engaged with UWMC and Asked for a Superior Proposal; UWMC Has Not Submitted One

TWO Stockholders Should Protect Their Investment by Voting "FOR" the CCM Transaction on the WHITE Proxy Card Today

Two Harbors Investment Corp. (NYSE:TWO) ("Two" or the "Company") today issued the following statement regarding the pending transaction with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM"):

TWO stockholders face a consequential choice at TWO’s Special Meeting: the certainty of $12.00 per share in cash under the CCM transaction or the potential significant decline in the value of TWO common stock if the transaction is not approved – with no actionable alternative on the table. The Board unanimously recommends that stockholders vote ‘FOR’ the CCM transaction on the WHITE proxy card.

In an effort to obtain the best result for all stockholders, and at their urging, TWO engaged directly with UWMC and asked it to submit any proposal that would address the Board’s longstanding concerns. UWMC has not done so. Across the five-day waiver window and the nine days since, UWMC has not submitted a revised proposal, contacted TWO or its advisors, requested diligence or taken any other constructive action that might reasonably be expected to lead to a superior proposal. Nothing in the CCM merger agreement prevents UWMC from submitting a proposal at any time – whether before, during or after the waiver period. This is not how a motivated buyer behaves.

If stockholders fail to approve the CCM transaction, there is no reason to believe that TWO would receive a superior proposal, or any proposal at all, from UWMC or any other third party.

UWMC’s precipitous share-price decline underscores that UWMC may not even be a viable counterparty; the stock is down more than 50% since December 2025. Most recently, UWMC’s stock closed at an all-time low on June 18, 2026, marking its fourteenth new all-time low over the last 15 trading sessions. That matters here because UWMC has proposed to acquire TWO using its own common stock as the default consideration. At UWMC’s June 18, 2026 closing price of $2.22 per share, stockholders who default into UWMC stock would receive equity consideration worth only $5.18 per TWO share – roughly 41% of UWMC’s advertised headline price.

If approved tomorrow, the CCM transaction – CCM’s best and final offer – will deliver $12.00 per share in cash to every TWO stockholder, plus a pro-rated stub dividend (estimated to be worth approximately $0.23 should the transaction close at the end of August), with no election required and no risk of defaulting to volatile, devalued UWMC stock. We have already secured 47 of the 53 required regulatory approvals, obtained early termination of the HSR waiting period, and are on track to close in August 2026.

The choice is clear: stockholders should vote "FOR" CCM’s certain, actionable all-cash transaction, or risk significant value destruction.