{"url_path":"/sec/two/proxy/2026-05-13/000110465926059794","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001104659-26-059794-index.html","accession_number":"0001104659-26-059794","cik":"0001465740","ticker":"TWO","issuer_name":"TWO HARBORS INVESTMENT CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001104659-26-059794-index.html","primary_entity_key":"0001465740","primary_entity_name":"TWO HARBORS INVESTMENT CORP."},"word_count":3545,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2612985d14_defa14a.htm\nDEFA14A\n\nUNITED STATES SECURITIES AND EXCHANGE\n\nCOMMISSION\n\n**Washington, D.C. 20549**\n\n** **\n\n****\n\n** **\n\nSCHEDULE 14A INFORMATION\n\n(Rule 14a-101)\n\n**Proxy Statement Pursuant to Section 14(a)\nof the Securities Exchange Act of 1934**\n\nFiled by the Registrant x\n\nFiled by a party other than the Registrant ¨\n\nCheck the appropriate box:\n\n¨\nPreliminary Proxy\nStatement\n\n¨\nConfidential, for Use of the\nCommission Only (as permitted by Rule 14a-6(e)(2))\n\n¨\nDefinitive Proxy Statement\n\nx\nDefinitive Additional Materials\n\n¨\nSoliciting Material under §\n240.14a-12\n\nTWO HARBORS INVESTMENT CORP.\n\n**(Name of Registrant as Specified in Its Charter)**\n\n** **\n\n** **\n\n**(Name of Person(s) Filing Proxy Statement, if\nother than the Registrant)**\n\nPayment of Filing Fee (Check all boxes that apply):\n\nx\nNo fee required\n\n¨\nFee paid previously with preliminary\nmaterials\n\n¨\nFee computed on table in exhibit\nrequired by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n*On May 13, 2026, Two Harbors Investment Corp. issued the following\npress release:*\n\n**TWO Board Unanimously Rejects UWMC's Latest Illusory, Predatory\nand Unactionable Proposal**\n\n*TWO’s Board Continues to Unanimously Recommend\nthat Stockholders\nVote FOR the Pending Transaction with CrossCountry*\n\n*ISS Recommendation, Which Acknowledges that\nthe CCM Transaction is Compelling, Fails to Recognize Superior Certainty of CCM Agreement*\n\n*TWO Board Urges Stockholders to Consider the\nMany Questions Raised by UWMC’s Inferior Proposal Which Is Not Credible and Has Significant Closing Risk*\n\n**NEW YORK, May 13, 2026** — **TWO** (Two Harbors\nInvestment Corp., NYSE: TWO), an MSR-focused REIT, today responded to the revised unsolicited proposal (the “Revised UWMC Proposal”)\nannounced by UWM Holdings Corporation (NYSE: UWMC) (“UWMC”) on May 11, 2026.\n\nAfter a thorough and careful review process conducted with the assistance\nof its independent financial and legal advisors, the TWO Board of Directors has unanimously rejected the Revised UWMC Proposal. The TWO\nBoard determined, in its business judgment, that the Revised UWMC Proposal does not constitute, and would not reasonably be expected to\nresult in, a “Company Superior Proposal” under the terms of TWO’s amended merger agreement with CrossCountry Mortgage,\nLLC (“CrossCountry” or “CCM”).\n\nThe TWO Board has overseen significant increases in value for stockholders\nand has fully complied with its fiduciary duties under Maryland law to act in the best interests of ALL stockholders. Had TWO not terminated\nthe earlier all-stock transaction with UWMC and elected to proceed with CCM, TWO common stockholders would have received UWMC stock worth\n**just $7.58 per share** (as of May 12, 2026). Under the CCM merger transaction all TWO common stockholders will receive\n**$12.00 per share in cash** in a deal that has financing, regulatory and closing certainty. **This is compelling evidence\nof a board putting stockholders’ interests first. In the TWO Board’s view, the CCM transaction is the ONLY transaction that\nthe TWO stockholders can trust to get over the finish line**.\n\nIn stark contrast to the CCM transaction, UWMC’s inferior proposal\nyet again fails to address core deficiencies and material risks that the TWO Board has repeatedly identified in UWMC’s previous\nproposals. Instead of asking why the TWO Board is not “engaging” with UWMC, stockholders should ask why is it that **UWMC\nrefuses to respond to these deficiencies that have been repeatedly communicated to them?**In its latest letter to the TWO Board,\nUWMC even says it is happy to answer any questions TWO may have. Here are a few that TWO has been asking for quite a while:\n\n**1.****Why has UWMC structured its proposal in a fundamentally illusory and predatory manner by touting a $12.50 cash headline when the\ndefault consideration is UWMC stock currently worth $7.58 per TWO share? Why won’t UWMC make the default consideration cash?**\n\noBy design, UWMC's proposal is structured to advantage UWMC, not TWO stockholders: any stockholder who fails, for whatever reason,\nto make a timely cash election defaults to UWMC stock currently worth approximately $7.58 based on UWMC’s closing trading price\non May 12, 2026. TWO estimates that as many as 30% of its stockholders would be so disadvantaged—UWMC estimates this, too,\nand is hoping to take advantage of this fact to significantly lower the transaction value to the detriment of TWO stockholders.\n\noOn the UWMC earnings call, UWMC’s Chairman and CEO indicated he would rather pay cash consideration for TWO. If that is the\ncase, why does UWMC continue to offer low-valued UWMC shares as the default option?\n\noThis point has been well-communicated to UWMC. Indeed, in the background section to the CCM merger proxy, it was noted that representatives\nof TWO’s outside financial advisor stated that, given the implied value of the stock component at the time of the April 20\nUWMC Proposal and the fact that the stock component of the consideration offered under the April 20 UWMC Proposal was the default\nconsideration, they did not believe the outside financial advisor would be in a position to render a fairness opinion with respect to\na transaction on the terms of the April 20 UWMC Proposal in its then-current form.\n\no**The significant difference in form and value of consideration that stockholders would receive by default with the UWMC proposal\nis of continued concern to the TWO Board, which is focused on upholding its fiduciary duties under Maryland law to all TWO stockholders.**\n\n**2.****What comfort can TWO stockholders have that UWMC’s financial condition will permit it to close? Why was the Revised UWMC\nProposal not accompanied by an increased Mizuho financing commitment letter?**\n\noTWO’s Board is concerned that UWMC’s financial condition is deteriorating. Fitch has downgraded UWMC’s outlook twice\nin the last six months, cash and cash equivalents fell to $425 million as of March 31, 2026 from $503 million as of December 31,\n2025, and leverage has hit an all-time high of 3.2x. Bloomberg calculates that UWMC’s 1-year probability of default has doubled\nin three weeks.\n\noThe structure of this transaction suggests UWMC needs liquidity. To pay 100% cash at $12.50 per TWO share, UWMC would issue $1.3 billion\nin debt to access $1.7 billion in capital—a net gain of only approximately $400 million at an implied 14.0% cost of funds. By UWMC’s\nown admission, synergies and capital markets expertise are not driving this deal. So what is the rationale?\n\noUWMC has said that the only value they see is in TWO’s MSR book. Yet, UWMC has been the largest seller of low coupon MSR in\nthe market over time, and sold $40 billion of low coupon MSR just last quarter. In fact, UWMC has never bought MSR from anyone. Now UWMC\nasks TWO to believe that it wants to acquire TWO’s MSR portfolio at a substantial premium. Why is that?\n\noUWMC’s stock has fallen by over 40% in the last six months. Whether this reflects market concerns about UWMC’s liquidity\nis uncertain—but it cannot be ruled out. Is this a risk worth taking when there is a $12.00 all cash, fully financed offer from\nCCM?\n\noThere are serious questions about the value of UWMC’s MSR book. Analyst Christopher Whelan of The Institutional Risk Analyst\nhas stated that UWMC could face a write-down of over $1 billion, representing more than two-thirds of its equity, if forced to sell its\nMSR at market levels. At a minimum, this raises questions in the Board’s minds about UWMC’s financial condition, its ability\nto finance and close the transaction, and the value of UWMC’s stock as consideration.\n\noUWMC’s latest offer was not accompanied by an increase in the commitment letter from Mizuho, so its current financing commitment\ndoes not cover the purchase price for an all-cash deal. Has Mizuho declined to further increase its commitment?\n\n**3.****Why does UWMC continue to falsely claim it could close within 60 days?**\n\noUWMC has not explained how it would satisfy the regulatory change-of-control requirements applicable to TWO’s mortgage servicing\nlicenses on the timeline it claims, including state regulatory and agency change-of-control approval requirements.\n\noUWMC has refused to answer whether it intends to close without the required regulatory approvals — which TWO believes\nis the only way that UWMC could close on its proposed timeline. The TWO Board would like to understand how state regulators would react\nto UWMC’s bold claims.\n\noNo proxy materials are available, and no stockholder meeting is scheduled, related to UWMC’s proposal—stockholder approval\nof any UWMC transaction would need to restart.\n\no**TWO stockholders deserve straight answers on closing certainty—not dissembling or aspirational and unrealistic timelines**.\n\n**4.****Why does UWMC continue to disparage and attack TWO’s management and Board?**\n\noUWMC suggests that TWO’s Board and management may have ulterior motives for pursuing a transaction with CCM.\n\no**The truth is, regardless of the outcome of this process, no member of the TWO Board is expected to continue with the combined\ncompany, and no offers of employment have been made to, nor have any discussions taken place regarding employment of, any TWO named executive\nofficer – whether in a deal with CCM or UWMC**.\n\noFor TWO’s Board, this is about doing what is right for all TWO stockholders — not deflecting from the substantive deficiencies\nin UWMC’s proposal that UWMC has failed to address.\n\n**5.****Why is UWMC touting a reverse termination fee instead of providing certainty that it can actually close?**\n\noTWO, its Board of Directors, and TWO’s stockholders are not seeking payment for a failed deal. **No amount of money can\ncompensate TWO for the harm it would suffer if UWMC were unable to close a transaction with TWO**.\n\noIf UWMC was confident it could close, why would it need to offer a reverse termination fee as insurance? The offer only confirms the\nexecution risk that UWMC claims does not exist.\n\noTWO stockholders should make no mistake: if a transaction with UWMC failed to close, TWO would suffer irreparable harm, putting TWO\nin severe jeopardy. No reverse termination fee can undo that damage.\n\no**TWO’s Board is focused on avoiding such a catastrophic result and delivering both value AND certainty to stockholders**.\n\n**ISS Recommendation Overlooks Superior Certainty of CCM Agreement**\n\nTWO strongly believes that Institutional Shareholder Services (“ISS”)\nreached the wrong conclusion in failing to recommend that TWO stockholders vote “FOR” the CCM transaction in its May 11,\n2026 report. Notably, ISS did not explicitly recommend that stockholders support either the unsolicited UWMC proposal or the pending\nCCM transaction, but indicated that additional engagement could potentially yield further changes to the terms of TWO’s agreement\nwith CCM.\n\nISS acknowledged that, “when considered in isolation, the offer\nfrom CCM appears compelling.” The $12.00 offer from CCM is, in fact, above the high end of the implied value ranges of TWO indicated\nby the financial analyses of TWO’s outside financial advisor in connection with the delivery of the fairness opinion to TWO’s\nBoard on May 7, 2026. The $12.00 per share offer from CCM is also the highest multiple relative to tangible book value that has ever\nbeen paid for a REIT like TWO.\n\nIn its March 2026 report related to the terminated UWMC transaction, ISS\nnoted the “position of TWO shareholders as minority shareholders in the combined company, which will remain closely controlled by\nthe founding family with a broadly concerning governance structure that lacks clear accountability mechanisms. In the absence of a meaningful\npremium, it is therefore difficult to identify the upside for TWO common shareholders in the proposed transaction.” Defaulting stockholders\nto this position with UWMC stock consideration currently worth approximately $7.58 based on UWMC’s closing trading price on May 12,\n2026 is not in the best interest of stockholders.\n\n**CCM Agreement Remains Most Compelling, Certain and Actionable Path\nForward**\n\nUnder the terms of the agreement with CCM, as is typical, TWO is not\npermitted to negotiate with UWMC or any other third party unless the TWO Board determines that the Revised UWMC Proposal is, or would\nreasonably be expected to result in, a “Company Superior Proposal.” For the reasons outlined above, TWO’s board unanimously\nconcluded that the Revised UWMC Proposal does not constitute, and would not reasonably be expected to result in, a “Company Superior\nProposal.” TWO is permitted to ask clarifying questions on UWMC’s proposal and has done so on prior iterations of UWMC’s\nproposal. Notwithstanding its brash public statements, UWMC’s clarifications lacked material substance and only further highlighted\nthe many concerning elements of its proposal.\n\nTWO’s Board is looking out for its stockholders. None of the\nconcerns above exist with the compelling all-cash $12.00 per share CCM transaction. The CCM merger agreement remains in full force and\neffect, and the Board of Directors of TWO continues to recommend that TWO stockholders vote **FOR** it at the Special Meeting of Stockholders\nscheduled for May 19, 2026.\n\nThe TWO Board firmly and unanimously believes the CCM transaction delivers\nenhanced, immediate, and certain value to all common stockholders, including:\n\no$12.00 per share in cash, a $0.70 per share increase from $11.30 per share in the most recent CCM proposal.\n\no21% premium to TWO’s unaffected share price (unaffected share price date being December 16, 2025, the last trading day\nprior to the announcement of a transaction with UWMC); 119% premium to TWO’s fully diluted tangible book value.\n\noAn accelerated path to closing with a special meeting scheduled for next week and 35 of 53 state regulatory and agency approvals already\nreceived.\n\nTWO’s Board reiterates its unanimous recommendation that TWO\nstockholders vote to approve the CCM transaction at the May 19, 2026 Special Meeting of Stockholders. Stockholders who have questions\nor need assistance voting their shares should contact TWO’s proxy solicitor, D.F. King & Co., Inc., at (646) 677-2516\n(for banks and brokers) or (888) 887-0082 (toll-free).\n\n**About TWO**\n\nTWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation,\nis a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial\nassets. TWO is headquartered in St. Louis Park, MN.\n\n**Forward Looking Statements**\n\nThis communication may contain “forward-looking statements,”\nincluding certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO’s and CCM’s\nplans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the\nparties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical\nfacts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current\nfacts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended\nto be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities\nExchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical\nfact, included in this communication that address activities, events or developments that TWO or CCM expects, believes or anticipates\nwill or may occur in the future are forward-looking statements. Words such as “project,” “predict,” “believe,”\n“expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,”\n“continue,” “intend,” “could,” “foresee,” “should,” “would,” “may,”\n“will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,”\n“forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations\nthereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking\nstatements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers\nare used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of\nfuture performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict\nresults or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations\nreflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be\nattained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking\nstatements.\n\nThere are a number of risks and uncertainties that could cause actual\nresults to differ materially from the forward-looking statements included in this communication. These include, among other things: the\nexpected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances\nthat could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise,\nthe required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure\nto satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption\nof management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements\nrelating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed\nCCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect\non TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction,\nincluding stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the\nproposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may\nbe adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable\ninvestment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms\nof financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative\nand regulatory changes that could adversely affect TWO’s business. All such factors are difficult to predict and are beyond the\ncontrol of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q\nand periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the Securities and\nExchange Commission’s (the “SEC”) website at www.sec.gov.\n\nEach of the forward-looking statements of TWO is based on assumptions\nthat TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on\nwhich such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as\na result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue\nreliance on these forward-looking statements that speak only as of the date hereof.\n\n**IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT**\n\nIn connection with the proposed CCM transaction, TWO filed with the\nSEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. The Proxy Statement was first mailed to TWO\nstockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO\nstockholders for their approval. TWO may also file other documents with the SEC regarding the proposed Merger. The Proxy Statement contains\nimportant information about the proposed CCM transaction and related matters. This communication is not a substitute for the Proxy Statement\nor any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS\nAND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT\nDOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN\nTHEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors\nand securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by\nTWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on\nTWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900,\nSt. Louis Park, MN 55416, Attention: Investor Relations.\n\n**PARTICIPANTS IN THE SOLICITATION**\n\nTWO and its directors, executive officers and certain other members\nof management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders\nin connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers\nand their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed\nwith the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary Compensation Table”\nand “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes\nin the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A have\nbeen reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A\nand are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the\nproposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may\nbe obtained as described in the preceding paragraph.\n\n**Contacts**\n\nTWO Investor Relations\n\ninvestors@twoinv.com"}