8-K - Two Harbors Investment Corp. | StockGist

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Two Harbors Investment Corp. announced that its ad hoc committee determined CrossCountry Mortgage, LLC's unsolicited proposal to acquire all common stock for $10.70 per share in cash constitutes a 'Company Superior Proposal' under the December 17, 2025 merger agreement with UWMC, with notice delivered March 21, 2026, starting a match right period ending March 25, 2026. The Company also received an additional third-party proposal at $10.75 per share and postponed its Special Meeting to April 7, 2026.

Key Takeaways

1Ad hoc committee determined CCM unsolicited proposal for $10.70 per share cash plus $25.4 million termination fee is 'Company Superior Proposal'

2Notice of determination delivered to UWMC on March 21, 2026; match right period expires 11:59 a.m. ET March 25, 2026

3UWMC proposed revised terms; TWO and UWMC in discussions

4Additional third-party unsolicited proposal for $10.75 per share cash plus $25.4 million termination fee, expected to lead to Superior Proposal

5Special Meeting of Stockholders postponed to April 7, 2026

Current Report Details

Event Type

Other Event

Exhibits Only

Disclosure

Voluntary

Variant

8-K

Items Reported

8.01

Other Events. On March 23, 2026, Two Harbors Investment Corp. (the “Company”) issued a press release announcing that, after consultation with the Company’s fina

Other Event

$10.70$10.75

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated March 2 3 , 2026 104 Cover Page Interactive Data File, format

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Agreement and Plan of Merger, dated as of December 17, 2025
Parties: Two Harbors Investment Corp., UWM Acquisitions 1, LLC, UWM Holdings Corporation

•Ad hoc committee of Board determined CCM proposal constitutes 'Company Superior Proposal' in good faith after consultation with financial advisors and outside legal counsel
•Notice of determination delivered to UWMC on March 21, 2026
•Match right period expires at 11:59 a.m. Eastern Time on March 25, 2026
•UWMC proposed revised terms and TWO and UWMC are in discussions
•Received unsolicited proposal from additional third party at $10.75 per share cash that could reasonably be expected to lead to 'Company Superior Proposal'
•UWMC merger agreement remains in effect

Exhibits (2)

8-K

99.1

PRESS RELEASE, DATED MARCH 23, 2026