Two Harbors Investment Corp. (NYSE: TWO) board unanimously rejected UWM Holdings Corporation's (NYSE: UWMC) revised unsolicited acquisition proposal announced May 11, 2026. The board determined the proposal does not constitute a superior offer under terms of TWO's existing merger agreement with CrossCountry Mortgage.

TWO's board cited concerns about UWMC's proposal structure, which offers $12.50 per share in cash but defaults to UWMC stock valued at approximately $7.58 per share for stockholders who fail to make timely cash elections. The board estimates up to 30% of stockholders could receive the lower-valued stock consideration.

The board also questioned UWMC's financial condition and ability to close the transaction. UWMC's cash and cash equivalents declined to $425 million as of March 31, 2026 from $503 million at year-end 2025, while leverage reached 3.2x. Fitch downgraded UWMC's outlook twice in six months.

TWO maintains its recommendation for stockholders to approve the pending $12.00 per share all-cash transaction with CrossCountry Mortgage at the May 19, 2026 special meeting. The board stated this represents a 21% premium to TWO's unaffected share price and 119% premium to tangible book value.

Institutional Shareholder Services acknowledged the CrossCountry transaction "appears compelling" but did not explicitly recommend either deal. TWO has received 35 of 53 required state regulatory approvals for the CrossCountry transaction.

The information is based on statements from Two Harbors Investment Corp.