Two Harbors Investment Corp. (NYSE: TWO) board unanimously rejected a revised unsolicited proposal from UWM Holdings Corporation (NYSE: UWMC) and reaffirmed its recommendation for stockholders to approve the pending all-cash transaction with CrossCountry Mortgage.

The TWO board determined that UWMC's revised proposal does not constitute a superior offer under the terms of the existing merger agreement with CrossCountry. The board cited multiple concerns including lack of committed financing, business continuity risks, and inadequate overall value to stockholders.

UWMC's proposal includes a $1.3 billion bridge facility from Mizuho Bank that TWO characterizes as conditional rather than committed, as it permits the lender to decline funding at its discretion. The board noted UWMC's stock has declined approximately 30% since December 2025, from $5.12 to $3.66 per share.

Under UWMC's structure, stockholders who do not actively elect cash consideration would receive UWMC stock by default, currently valued at approximately $8.54 per TWO share. TWO estimates 25% to 30% of stockholders would default to receiving stock, creating a blended value of approximately $10.96 to $11.13 per share.

The CrossCountry transaction provides $11.30 per share in cash to all stockholders with fully committed financing and no financing contingency. The transaction has received more than 20 state regulatory approvals and is expected to close in the third quarter of 2026.

TWO's special meeting of stockholders to vote on the CrossCountry transaction remains scheduled for May 19, 2026. The board continues to recommend stockholders vote in favor of the CrossCountry deal.