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<\/a><\/a>\nThe Board unanimously continues to urge stockholders to vote FOR<\/b> the transaction with CrossCountry Mortgage, LLC (\u201cCrossCountry\u201d or \u201cCCM\u201d).<\/p>
\nThe $6.04 Reality<\/b><\/p>
\nUWMC claims to offer \u201c$12.50 per share in cash, or if a stockholder chooses, 2.3328 shares of UWMC stock.\u201d This is backwards. In fact, stockholders who fail to make a timely, affirmative election in correct form would get UWMC stock, not cash.<\/b><\/p>
\nTWO expects approximately 25\u201330% of stockholders would fail to make timely elections.1 <\/sup>TWO believes UWMC is counting on that in order to issue devalued stock at the expense of TWO stockholders.<\/p> \nTWO continues to consider the default stock consideration a non-starter and inconsistent with its fiduciary duties to all stockholders, and has communicated this repeatedly. UWMC\u2019s stock closed June 5, 2026 at $2.59<\/b>\u2014a new all-time low<\/b>. At that price, the UWMC stock that non-electing stockholders would receive by default is worth just $6.04 per share<\/b>, less than half of its $12.50 headline price.<\/p> \nKeefe, Bruyette & Woods (\u201cKBW\u201d) in its June 4, 2026 note about UWMC concluded that the \u201cacquisition of TWO no longer appears compelling if it\u2019s largely for cash.\u201d They went further, stating that \u201c[a]ny upside would come only if some TWO shareholders default to stock.\u201d This explains why UWMC still has not put forth an all-cash offer and, instead, keeps inventing convoluted proposal structures that default to stock: because it appears to be a critical feature of its offer. KBW also noted that a UWMC dividend cut is probable, given that dividends currently exceed earnings.<\/p> \nWe Have Been Down This Road Before<\/b><\/p> \nIn December 2025, TWO signed a merger agreement with UWMC. At announcement, that deal was worth $11.94<\/b> per TWO share. Three months later, as UWMC\u2019s stock deteriorated to approximately $3.50, the value had collapsed to less than $8.25<\/b> per TWO share, approximately 20% below TWO\u2019s book value. ISS recommended stockholders vote against the deal. TWO terminated in order to accept a certain, all-cash offer with no stock volatility risk to TWO stockholders.<\/p> \nNow UWMC is back proposing the exact same exchange ratio for the default consideration<\/b>. But everything else has gotten worse:<\/p> \nUWMC\u2019s own CEO recently said about a transaction with TWO: \u201cIf I would have known what I know now about how little value the rest of the company was, I wouldn\u2019t have pursued it.<\/b>\u201d The TWO Board agrees\u2014if it had known then what it knows now about UWMC\u2019s financial condition and the value of its stock, the Board would not have agreed to UWMC stock as consideration in December either.<\/p> \nThe Path Forward Is Clear<\/b><\/p> \nGiven what it knows now, the TWO Board cannot in good conscience, and consistent with its fiduciary duties, recommend any transaction in which TWO stockholders end up owning stock in UWMC\u2014a controlled company whose stock continues to decline and whose credit risk continues to increase.<\/p> \nThe TWO Board has been clear in what it requires: all cash, to all stockholders, no stock component<\/b>. Fully committed financing to cover the entire $12.50 per share in cash, including all termination and transaction fees, along with definitive documents.<\/p> \nTWO is prepared to engage immediately and directly, CEO and Chairman to CEO and Chairman, to discuss that proposal. CCM has agreed to waive the non-solicitation provisions of its merger agreement through close of business on Friday, June 12, to permit this engagement.<\/p> \nTo be clear: the TWO Board has not determined that any UWMC proposal is, or would reasonably be expected to be, superior to the CCM transaction. The postponement of the Special Meeting is intended to provide additional time for solicitation and, if UWMC is prepared to make an actionable all-cash offer with no stock component, to engage with UWMC on its proposal.<\/p> \nIf UWMC cannot make that offer, then UWMC should step aside and allow TWO stockholders to vote on the only actionable transaction before them.<\/p> \nThe Choice<\/b><\/p> \nCCM has made clear: $12.00 plus the stub dividend is its best and final offer.<\/b> If stockholders reject it, CCM may walk away.<\/p> \nThe alternative to CCM is not a better deal. It is no deal at all.<\/p> \nVote FOR the CCM transaction on the WHITE proxy card on or before June 23.<\/b><\/p> \nAbout TWO<\/span><\/b><\/p> \nTWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN.<\/p> \nFORWARD-LOOKING STATEMENTS<\/b><\/p> \nThis press release may contain \u201cforward-looking statements,\u201d including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO\u2019s and CCM\u2019s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as \u201cproject,\u201d \u201cpredict,\u201d \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cpotential,\u201d \u201ccreate,\u201d \u201cestimate,\u201d \u201cplan,\u201d \u201ccontinue,\u201d \u201cintend,\u201d \u201ccould,\u201d \u201cforesee,\u201d \u201cshould,\u201d \u201cwould,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cguidance,\u201d \u201clook,\u201d \u201coutlook,\u201d \u201cgoal,\u201d \u201cfuture,\u201d \u201cassume,\u201d \u201cforecast,\u201d \u201cbuild,\u201d \u201cfocus,\u201d \u201cwork,\u201d or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO\u2019s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.<\/p> \nThere are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press release. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management\u2019s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; and that TWO may be adversely affected by other economic, business or competitive factors. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO\u2019s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO\u2019s website at www.twoinv.com\/investors<\/a> and on the SEC\u2019s website at www.sec.gov<\/a>.<\/p> \nEach of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.<\/p> \nIMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT<\/b><\/span><\/p> \nIn connection with the proposed CCM transaction, TWO filed with the SEC a Proxy Statement. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This press release is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS<\/b>. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC\u2019s website at www.sec.gov<\/a>. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO\u2019s website at www.twoinv.com\/investors<\/a> or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.<\/p> \nPARTICIPANTS IN THE SOLICITATION<\/b><\/p> \nTWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be \u201cparticipants\u201d in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.<\/p> \n1 <\/sup>TWO estimate based on TWO\u2019s retail and institutional ownership composition, applied to historical voting participation rates of approximately 28% for retail holders and approximately 77% for institutional holders, as reported in Broadridge Financial Solutions, Broadridge ProxyPulse, 2025 Proxy Season Report.<\/p>\n
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