TWO HARBORS INVESTMENT CORP. Material Event - Merger Update

Two Harbors Investment Corp. (ticker: TWO) has updated its pending merger agreement with CrossCountry Mortgage (CCM). This change increases the cash payout for shareholders and clarifies the steps needed to finalize the deal.

1. What changed?

Two Harbors has negotiated an improved deal with CrossCountry Mortgage. Shareholders will now receive $12.00 in cash per share. This is a $0.70 increase over the previous offer of $11.30 announced in late April 2026.

2. Why is this happening?

Management believes this deal is the best way to maximize value for shareholders. To put the offer in perspective, the board notes that this $12.00 cash price is significantly higher than the $7.88 per share value of a competing proposal from UWMC. To ensure the deal goes through, CrossCountry has secured $3.4 billion in financing to cover the cash payment.

3. Why does this matter to you?

This update provides a higher, guaranteed cash payout and removes the uncertainty of stock price volatility often associated with merger deals. By securing the necessary funding, the board is aiming to ensure the deal closes smoothly and provides a clear, superior return compared to the competing offer.

4. What you need to know as an investor

• The Payout: If you own Two Harbors common stock, you are set to receive the increased $12.00 cash payment upon the deal's closing.
• Dividends: The company will continue to pay its regular dividends until the deal officially closes, which is expected in the third quarter of 2026.
• The "Spread": Keep an eye on the gap between the current stock price and the $12.00 buyout price. This "spread" reflects the market's confidence that the deal will successfully close.
• Regulatory Status: The deal requires approval from various state regulators. So far, the companies have secured 35 of the 53 required state mortgage licenses.

5. What happens next?

Stockholders must vote on the merger at a special meeting on May 19, 2026.

• Voting: If you have already voted, you still have the right to change your mind before the meeting. If you haven't voted yet, please review the proxy materials sent to you.
• Need Assistance? If you have questions or need help with the voting process, you can contact the company’s proxy solicitor, D.F. King & Co., at (646) 677-2516.

6. Final Considerations

As the May 19th meeting approaches, the stock price may fluctuate based on news regarding the remaining 18 state regulatory approvals or any further developments regarding the competing UWMC offer.

Disclaimer: This summary is for informational purposes only and does not constitute financial, investment, or legal advice. Always review the official SEC filings and proxy statements before making any investment decisions.