UWMC (UWM Holdings Corporation) solicits Two Harbors (TWO) stockholders to vote against the proposed merger with CrossCountry Mortgage and announces a revised acquisition proposal of $12.50 per share in cash or 2.3328 shares of UWMC stock. UWMC urges stockholders to read its preliminary proxy and to vote at the special meeting on May 19, 2026.
Two Harbors Investment Corp. entered into a second amendment to its merger agreement with CrossCountry Intermediate Holdco, LLC, raising the all-cash price for each share of TWO common stock to $12.00, up from $11.30 in the prior amendment. The termination fee payable by Two Harbors to CrossCountry under certain circumstances increases from $50.0 million to $51.0 million. The amendment also updates financing terms to reference a $1.4 billion unsecured financing commitment obtained by CrossCountry and adds customary financing cooperation covenants. Two Harbors’ board unanimously approved the changes and reaffirmed its recommendation that stockholders approve the merger.
In the related press release, Two Harbors and CrossCountry highlight that the $12.00 per-share cash consideration represents a $0.70 increase and a 21% premium to Two Harbors’ unaffected share price, and note a broader $3.4 billion financing package and significant progress on regulatory approvals. The transaction is expected to close in the third quarter of 2026, after which Two Harbors’ common stock will be delisted and the company will become a wholly owned subsidiary of CrossCountry.
CrossCountry Intermediate Holdco, LLC urges Two Harbors Investment Corp. stockholders to approve a signed merger agreement providing $11.30 per share in cash, arguing its transaction is fully financed and offers a faster, more certain path to closing than UWM’s competing non-binding proposal.
The statement cites $2.0 billion of committed secured financing plus a $1.4 billion unsecured commitment (totaling $3.4 billion), contrasts an $8.26 default stock consideration and a $12.00 headline cash election from UWM, and highlights regulatory progress toward an August 2026 closing and a May 19, 2026 special meeting.
Two Harbors Investment Corp beneficial ownership disclosure: Vanguard Capital Management reports beneficial ownership of 5,422,979 shares of Common Stock, representing 5.16% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over 5,422,979 shares and sole voting power over 771,699 shares, and that the total reflects holdings across Vanguard affiliates and managed funds.
Two Harbors Investment Corp Schedule 13G shows Vanguard Portfolio Management reports beneficial ownership of 6,186,070 shares of common stock, representing 5.88% of the class as of 03/31/2026. The filing states Vanguard Portfolio Management has sole dispositive power over 6,186,070 shares and sole voting power over 66,176 shares; these holdings include securities held for Vanguard funds and managed accounts.
The form identifies the issuer CUSIP 90187B804 and lists Vanguard affiliates (Vanguard Fiduciary Trust Company and Vanguard Global Advisers, LLC) as related parties. The filing was signed on 04/29/2026.
Two Harbors Investment Corp. reported net income of $32.3M for the quarter ended March 31, 2026, compared with a net loss of $79.1M a year earlier. Net income attributable to common stockholders was $19.5M, or $0.18 per diluted share, versus a loss of $(0.89) per share in 2025.
The company generated strong net servicing income of $128.3M, partially offset by a net loss of $36.0M on securities, MSR valuation and derivatives. Comprehensive results showed a loss of $11.9M due to a $44.2M unrealized loss on available-for-sale securities.
Total assets were $10.53B and stockholders’ equity $1.73B at March 31, 2026, with a $6.51B Agency and non-Agency securities portfolio and $2.38B of mortgage servicing rights. During the quarter the company repaid $261.9M of convertible senior notes and maintained 105.0 million common shares outstanding as of April 23, 2026.
The company entered into an amended merger agreement with CrossCountry Intermediate Holdco, LLC, increasing the all-cash consideration to $11.30 per common share from $10.80. Preferred shares will remain outstanding at closing and are expected to be redeemed for $25.00 per share plus accrued and unpaid dividends after the merger, which is expected to close in the second half of 2026, subject to stockholder and regulatory approvals.
Two Harbors Investment Corp. has amended its merger agreement with CrossCountry Intermediate Holdco, LLC (CCM), raising the all-cash price for common stockholders. At closing, each share of Two Harbors common stock will be converted into the right to receive $11.30 in cash, increased from $10.80 in the original CCM merger agreement.
The amendment doubles the company termination fee payable to CCM from $25.4 million to $50.0 million and adds scenarios where Two Harbors must refund CCM for a previously paid $25.4 million termination fee if the amended agreement is later terminated under specified conditions. A new closing condition requires certain permits for Two Harbors’ mortgage origination and servicing businesses to be consented to before completion.
The Two Harbors board unanimously approved the amended agreement, reaffirmed its recommendation that stockholders approve the CCM transaction, and kept the special meeting date of May 19, 2026. CCM will redeem Two Harbors’ Series A, B and C preferred stock after closing at $25.00 per share plus any accumulated and unpaid dividends, and upon completion, Two Harbors’ common stock will be delisted and the company will become a wholly owned subsidiary of CrossCountry.
Two Harbors Investment Corp. reported first quarter 2026 results and highlighted an amended merger agreement with CrossCountry Mortgage. CCM will now pay $11.30 in cash per TWO common share, increased from $10.80, with closing still expected in the second half of 2026, subject to stockholder and regulatory approvals.
Common shareholders saw book value decline to $10.57 per share and a comprehensive loss of $24.7 million, or $(0.24) per basic common share, driven largely by MSR and securities fair value losses. GAAP net income attributable to common stockholders was $19.5 million, while Earnings Available for Distribution, a non-GAAP measure used to gauge dividend capacity, were $35.8 million, or $0.34 per basic common share, matching the declared quarterly dividend.
The company maintained an MSR-focused portfolio totaling $11.9 billion of Agency RMBS, MSR and related positions including TBAs, and an economic debt-to-equity ratio of 6.4:1. Management noted lower net interest expense from reduced financing costs, but also higher merger-related expenses tied to the CCM transaction and termination of the prior UWM merger agreement. Preferred stockholders are expected to be redeemed for $25.00 per share plus accrued dividends after the merger closes, and the board continues to recommend stockholders vote in favor of the CCM merger.
Two Harbors Investment Corp. amends its annual report to add full 2025 Part III information on directors, executive compensation and governance. The company reports a book value of $11.13 per share at December 31, 2025, down from $14.47 a year earlier, with total economic return on book value of (12.6)%, or 12.1% excluding a $375 million litigation settlement. Common shareholders received total dividends of $1.52 per share, an average dividend yield of 13.8%.
As of June 30, 2025, non‑affiliate common equity market value was about $1.1 billion, and there were 105,046,333 common shares outstanding as of April 22, 2026. The filing details an eight‑member, largely independent board, robust committee structure, and a pay‑for‑performance program combining base salary, annual cash incentives and equity awards.
For 2025, CEO William Greenberg’s base salary was $1.0 million with a target bonus equal to 200% of salary and long‑term incentives at 350% of salary, split between performance share units and restricted stock units. Annual incentives were driven 70% by absolute and relative total economic return and 30% by strategic and operational goals. Stockholders showed strong support for the program, with approximately 96.6% of votes cast in favor of say‑on‑pay at the 2025 annual meeting.
Two Harbors Investment Corp. is asking common stockholders to approve a merger with CrossCountry Intermediate Holdco, LLC under which each outstanding share of TWO common stock will be converted into the right to receive $10.80 per share in cash (the CCM Merger Consideration). The Board unanimously recommends the merger and has set a virtual special meeting for May 19, 2026 (record date: April 15, 2026).
Each outstanding share of TWO preferred stock will remain outstanding at closing and, promptly after the Effective Time, TWO will deliver a notice of redemption; CCM will deposit in trust $25.00 per preferred share plus accrued unpaid dividends to fund the redemptions. The merger agreement includes customary closing conditions, a termination window to March 27, 2027 (subject to extension), and specified termination-fee arrangements.