{"id":16605,"date":"2026-06-05T02:21:00","date_gmt":"2026-06-05T00:21:00","guid":{"rendered":"http:\/\/stocks-future.com\/?guid=6e738d066378f0e5385154a0e3b9a562"},"modified":"2026-06-05T02:21:00","modified_gmt":"2026-06-05T00:21:00","slug":"uwmc-reaffirms-commitment-to-premium-proposal-to-acquire-two-harbors-for-12-50-per-share-in-cash-with-stock-election","status":"publish","type":"post","link":"https:\/\/stocks-future.com\/?p=16605","title":{"rendered":"UWMC Reaffirms Commitment to Premium Proposal to Acquire Two Harbors for $12.50 Per Share in Cash with Stock Election"},"content":{"rendered":"

\nTWO Board Continues to Delay, Extending Poor Governance and Oversight<\/i><\/p>

\nUWMC Is Open to Changes or Enhancements to Its Proposal Through Open Engagement with TWO<\/i><\/p>

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--#UWMC<\/a>--UWM Holdings Corporation (\u201cUWMC\u201d or the \u201cCompany\u201d) (NYSE: UWMC)<\/b>, today issued an open letter to the stockholders of Two Harbors Investment Corp. (\u201cTwo Harbors\u201d or \u201cTWO\u201d) (NYSE: TWO) regarding the TWO Board\u2019s continued efforts to salvage TWO\u2019s inferior proposed merger with CrossCountry Mortgage, LLC (\"CrossCountry\" or \"CCM\"), despite having twice held meetings that failed to secure stockholder approval for the proposed CCM transaction.<\/p><\/a><\/a>

\nFull text of the letter follows below.\n\n\n<\/p>

\nAn Open Letter to the Stockholders of Two Harbors Investment Corp<\/b><\/p>

\nDear Two Harbors Stockholders:<\/p>

\nSince the original date of the special meeting to vote on the inferior proposed CCM transaction, your Chairman and Board have executed consecutive adjournments, prolonging their misguided attempt to salvage an inferior CCM deal that has twice failed to garner the necessary stockholder support. You have made it clear to the TWO Board that this deal does not provide maximum value and should not be approved, but your message has fallen on deaf ears.<\/p>

\nYour Board is relying on delay tactics that it hopes will wear down stockholders into accepting a less valuable transaction, even though UWMC\u2019s superior proposal has been and continues to be on the table. This is the opposite of a value-maximizing process<\/b> for TWO stockholders. We continue to urge all TWO stockholders to stand firm against the egregious conduct of this Board, vote AGAINST<\/span><\/b> the CCM transaction \u2013 in line with the recommendations of ISS, Glass Lewis, and Egan-Jones \u2013 and to continue to demand good faith engagement with UWMC. Only persistent standing fast and continued vote AGAINST can assure TWO stockholders maximization of value for their shares.<\/p>

\nUWMC remains committed to the proposal we sent to the TWO Board on May 11, under which we would acquire all outstanding TWO shares for $12.50 per share in cash, or if a shareholder chooses, 2.3328 shares of UWMC stock. In addition, despite the lack of engagement from the TWO Board, we reiterate our willingness to negotiate in good faith around a deal that best serves TWO stockholders.<\/p>

\nUWMC\u2019s Offer Remains Clearly Superior<\/b><\/p>\n\n\n\n\n\n\n\n\n

\nThe superiority of UWMC\u2019s offer remains clear:\u00a0<\/p><\/td><\/tr>\n

\u00a0<\/td>\n<\/tr>\n

\n\u00a0<\/p><\/td>

\nUWMC May 11 Proposal<\/b><\/p><\/td>

\nCCM\u2019s Best and Final Proposal<\/b><\/p><\/td><\/tr>\n

\nCash Election<\/b><\/p><\/td>

\n$12.50<\/b> per share<\/p><\/td>

\n$12.00<\/b> per share<\/p><\/td><\/tr>\n

\nStock Election<\/b><\/p><\/td>

\n2.3328 UWMC Class A shares<\/p><\/td>

\nNone<\/p><\/td><\/tr>\n

\nShareholders Receive TWO Q2 Dividend<\/b><\/p><\/td>

\n$0.34 per share expected (based on previous dividends)<\/p><\/td>

\n$0.34 per share expected (based on previous dividends)<\/p><\/td><\/tr>\n

\nPro-Rated Stub Dividend<\/b><\/p><\/td>

\nUp for negotiation through open engagement<\/p><\/td>

\nValue uncertain; dependent on closure timing<\/p><\/td><\/tr>\n

\nOpportunity for More Value<\/b><\/p><\/td>

\nOpen to adjusting deal terms upon open engagement<\/p><\/td>

\nNone<\/p><\/td><\/tr>\n<\/table>

\nPut simply, CCM\u2019s best and final proposal undoubtedly falls short<\/b> of the superior stockholder value to be delivered by UWMC.<\/p>

\nMeanwhile, CCM\u2019s latest public statement calls into question its own commitment to the deal. In addition to stating that its current, inferior proposal is its \u201cbest and final offer,\u201d CCM stated that it \u201cwill not pursue a deal at all costs; there are other strategic alternatives available.\u201d We agree. For TWO stockholders, the other \u2013 and best \u2013 strategic alternative available is to engage with UWMC to maximize value<\/b>. As noted before, the TWO Board has the ability under its agreement with CCM, and the obligation under the law, to at least determine that our offer is capable of being superior and engage with us to make sure that indeed it is \u2013 the TWO Board has been consistently reluctant to take even this basic step.<\/p>

\nUWMC is Open to Modifying Terms Through Open Engagement<\/b><\/p>

\nCCM\u2019s proposal now appears to be set in stone, but even if it were not, TWO stockholders could never be certain that they would be achieving maximum value without open engagement with UWMC<\/i>.<\/p>

\nUWMC is prepared to consider enhancements to our terms if the TWO Board is willing to engage. UWMC remains open to addressing concerns around UWMC\u2019s proposed stock election feature, including adjustments to the default mechanism, or other structural concerns if TWO will finally listen to its stockholders and engage in good faith with UWMC. For example, UWMC is willing to consider an adjustment to its default election mechanism such that smaller stockholders who hold less than a maximum number of shares would receive whichever is the higher value between cash or UWMC shares, guaranteeing the default election will provide maximum value to smaller retail stockholders. Other enhancements can only be realized through open engagement. All it takes is making a determination that our offer could be superior and picking up the phone to call us.<\/p>

\nAs such, we continue to urge all stockholders to vote and continue to vote AGAINST<\/span><\/b> the CCM deal on June 11 on UWMC\u2019s BLUE<\/b> proxy card to reject the value-minimizing process of the TWO Board.<\/p>

\nHow to Vote<\/b><\/p>

\nUWMC reaffirms its recommendation that TWO stockholders should vote AGAINST <\/span><\/b>the proposed CCM transaction on UWMC\u2019s BLUE<\/b> proxy card and urge the TWO Board to engage with UWMC as its best path to maximize value for TWO stockholders.<\/p>

\nUWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST<\/span><\/b> the CCM transaction helps maximize value for stockholders.<\/p>

\nWe urge all TWO stockholders to VOTE AGAINST<\/span><\/b> Two Harbors\u2019 CCM Merger Proposal, AGAINST<\/span><\/b> the Non-Binding Compensation Advisory Proposal and AGAINST<\/span><\/b> the Adjournment Proposal according to the instructions on UWMC\u2019s BLUE<\/b> Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC\u2019s superior proposal.<\/p>

\nIf you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi Partners, by calling (844) 343-2621 (Toll Free for stockholders) or (212) 297-0720 (For Banks and Brokers), or by email at info@okapipartners.com<\/a>.<\/p>

\nVOTE AGAINST<\/span> THE PROPOSED CCM MERGER ON THE BLUE<\/span> PROXY CARD TODAY!<\/b><\/p>

\nYOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!<\/b><\/p>

\nWe thank you for your attention. We remain prepared to negotiate a better deal for TWO stockholders and execute a transaction that delivers superior value promptly.<\/p>

\nSincerely,<\/p>

\nUWM HOLDINGS\nCORPORATION<\/p>

\nAdam Wolfe\nCorporate Secretary\n\n\n<\/p>

\nAbout UWM Holdings Corporation and United Wholesale Mortgage<\/b><\/p>

\nHeadquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (\u201cUWM\u201d). UWM is the nation\u2019s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.<\/p>

\nCautionary Note Regarding Forward-Looking Statements<\/b><\/p>

\nThis communication includes forward-looking statements. These forward-looking statements are generally identified using words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cplan,\u201d \u201cpotential,\u201d \u201cpredict\u201d and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management\u2019s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM\u2019s ability to successfully implement strategic decisions and product launches; (iv) UWM\u2019s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM\u2019s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM\u2019s ability to sell loans in the secondary market; (viii) UWM\u2019s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM\u2019s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM\u2019s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM\u2019s ability to continue to attract and retain its broker relationships; (xvi) UWM\u2019s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM\u2019s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM\u2019s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the \u201cSEC\u201d) including those under \u201cRisk Factors\u201d therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.<\/p>

\nNo Offer or Solicitation<\/b><\/p>

\nThis communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.<\/p>

\nAdditional Information<\/b><\/p>

\nThis communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the \u201cProxy Statement\u201d) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and\/or Two Harbors may file with the SEC in connection with a proposed transaction.<\/p>

\nINVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC\u2019s website (<\/i>http:\/\/www.sec.gov<\/i><\/a>)<\/i>.<\/i> Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC\u2019s website at <\/i>https:\/\/investors.uwm.com<\/i><\/a>.<\/i><\/p>

\nParticipants in the Solicitation<\/b><\/p>

\nUWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC\u2019s directors and executive officers is available in UWMC\u2019s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC\u2019s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the \u201cUWMC 2026 Proxy\u201d), which can be obtained free of charge through the website maintained by the SEC at <\/i>http:\/\/www.sec.gov<\/i><\/a>.<\/i> Please refer to the sections captioned \u201cCompensation Discussion and Analysis\u201d, \u201cExecutive Compensation\u201d, \u201cStock Ownership\u201d and \u201cProposal 3 \u2013 Advisory Vote on Executive Officer Compensation\u201d in the UWMC 2026 Proxy. Any changes in the holdings of UWMC\u2019s securities by UWMC\u2019s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC\u2019s website at <\/i>www.sec.gov<\/i><\/a>.<\/i><\/p> Contacts<\/b>

\nFor inquiries regarding UWM, please contact:<\/b>INVESTOR CONTACT<\/b>BLAKE KOLO\nInvestorRelations@uwm.com<\/a><\/p>

\nBruce Goldfarb\/Chuck Garske\/Jeremy Provost\nOkapi Partners\n212-297-0720\ninfo@okapipartners.com<\/a><\/p>

\nMEDIA CONTACT<\/b>NICOLE ROBERTS\nMedia@uwm.com<\/a><\/p>

\nPaul Caminiti\/Hugh Burns\/Nicholas Leasure\nReevemark\n212-433-4600\nUWM-Team@Reevemark.com<\/a><\/p>","protected":false},"excerpt":{"rendered":"

TWO Board Continues to Delay, Extending Poor Governance and Oversight
\nUWMC Is Open to Changes or Enhancements to Its Proposal Through Open Engagement with TWOPONTIAC, Mich. & NEW YORK–(BUSINESS WIRE)–#UWMC–UWM Holdings Corporation (\u201cUWMC\u201d or the \u201cC…<\/p>\n","protected":false},"author":2,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[1],"tags":[],"class_list":["post-16605","post","type-post","status-publish","format-standard","hentry","category-infos-businesswire"],"_links":{"self":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/16605","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=16605"}],"version-history":[{"count":1,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/16605\/revisions"}],"predecessor-version":[{"id":16606,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/16605\/revisions\/16606"}],"wp:attachment":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=16605"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=16605"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=16605"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}