UWMC - UWM Holdings Corp

What This Filing Is

This is a preliminary proxy statement (PREC14A) filed by UWM Holdings Corporation (UWMC) — not by Two Harbors Investment Corp. — in which UWMC is soliciting proxies from Two Harbors (TWO) stockholders to vote against a proposed merger between Two Harbors and CrossCountry Intermediate Holdco, LLC ("CCM"), arguing that UWMC's own competing acquisition proposal offers superior value.

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Background

Two Harbors Investment Corp. (TWO) is a Maryland-based mortgage REIT. In December 2025, TWO signed an all-stock merger agreement with UWMC at an exchange ratio of 2.3328 UWMC Class A shares per TWO share. That deal was subsequently terminated on March 27, 2026, after TWO's board determined that a competing unsolicited cash offer from CCM — initially at $10.70 per share, later raised to $10.80 — constituted a "Company Superior Proposal." TWO then entered into a new merger agreement with CCM on March 27, 2026, at $10.80 per share in cash. On April 28, 2026, CCM amended its agreement to increase the cash consideration to $11.30 per share. TWO's board has continued to recommend the CCM transaction. UWMC subsequently submitted multiple revised competing proposals, culminating in an April 30, 2026 proposal offering $12.00 per share in cash or 2.3328 UWMC Class A shares (at each stockholder's election), which the TWO board rejected on May 3, 2026.

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What the Filer Is Demanding

• TWO stockholders vote "AGAINST" the CCM Merger Proposal (Proposal 1), which would approve TWO's acquisition by CrossCountry Intermediate Holdco, LLC.
• TWO stockholders vote "AGAINST" the non-binding advisory Compensation Proposal (Proposal 2), which would approve executive compensation tied to the CCM merger.
• TWO stockholders vote "AGAINST" the Adjournment Proposal (Proposal 3), which would allow the special meeting to be postponed to solicit additional votes for the CCM merger.
• That the TWO Board engage in good-faith negotiations with UWMC regarding UWMC's April 30, 2026 proposal to acquire all outstanding shares of TWO.

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Key Arguments Made

Higher Cash Consideration:

• UWMC's April 30 proposal offers $12.00 per share in cash, compared to CCM's $11.30 per share — a $0.70 (approximately 6.2%) premium. UWMC states there is no VWAP mechanic, no true-up, and no formula — the cash is a fixed amount.

Stock Election Option:

• TWO stockholders can alternatively elect 2.3328 shares of UWMC Class A common stock per TWO share — the same exchange ratio TWO's own board accepted in December 2025. At the December 16, 2025 UWMC closing price of approximately $5.12/share, this implied approximately $11.94 per TWO share. There is no cap or proration on either election.
• UWMC notes that TWO's financial advisor Houlihan Lokey, in its December 2025 fairness opinion, valued UWMC Class A shares at $6.26–$8.24 each, implying $14.61–$19.22 per TWO share at the 2.3328 exchange ratio.

Financing Strength:

• UWMC has a committed, unsecured $1.3 billion bridge facility from Mizuho Bank, Ltd., sufficient to fund 100% cash elections with no financing condition, no ratings trigger, no borrowing-base test, and no market contingency. UWMC states the closing condition previously noted by the TWO board as a concern has since been removed by Mizuho.
• UWMC contrasts this with CCM's financing, which UWMC characterizes (based on limited public disclosure) as an MSR-backed, secured borrowing-base facility subject to collateral-value conditions and advance-rate volatility — potentially introducing funding risk at closing.
• UWMC also cites $402 million in unrestricted cash on hand as of March 31, 2026, and an additional $500 million undrawn facility from SFS Holdings Corp.

Faster Path to Closing:

• UWMC states that regulatory and GSE approval workstreams from the terminated December 2025 merger agreement are largely complete and can be reactivated. UWMC estimates closing within approximately 2–3 months of signing, compared to CCM's targeted Q3 2026 close, which UWMC argues still involves ongoing regulatory review.

TWO Board Conduct Criticized:

• UWMC alleges that the TWO board failed to engage in good-faith negotiations despite multiple revised proposals, as required under both the terminated UWMC merger agreement and potentially under the CCM merger agreement's fiduciary-out provisions.
• UWMC alleges the April 28, 2026 CCM amendment nearly doubled the termination fee from $25.4 million to $50 million and added new closing conditions, which UWMC characterizes as entrenchment provisions.
• UWMC alleges the TWO board mischaracterized the April 20 proposal in public communications, including by not disclosing the stock election component and the terms of UWMC's committed financing.
• UWMC states it is "actively considering litigation options" regarding what it characterizes as willful breach of contract, breach of fiduciary duty, and other tortious conduct by TWO's board and management.
• UWMC also criticizes TWO management's lack of transparency regarding the specifics of CCM's financing arrangements.

Record Date and Share Count:

• TWO's record date is April 15, 2026. There were 105,046,333 shares of TWO Common Stock outstanding as of that date. Approval of the CCM Merger Proposal requires an affirmative vote of a majority of all outstanding shares.

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Meeting Date

May 19, 2026, at 10:00 a.m. Eastern Time, held virtually at www.virtualshareholdermeeting.com/TWO2026SM.

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Activist Identity

The filer is UWM Holdings Corporation (UWMC), a publicly traded Delaware corporation (NYSE: UWMC) headquartered in Pontiac, Michigan, led by Chairman and CEO Mat Ishbia. The filing does not disclose a specific ownership stake held by UWMC in TWO's common stock. UWMC is filing as a third party — not as TWO's management or board — and is soliciting proxies in opposition to the TWO board's recommended transaction.

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Status

This is a preliminary proxy statement (PREC14A), dated May 4, 2026, and is subject to completion. No definitive proxy has been filed yet. The proxy contest is at an early stage, and the filing's terms, including certain details (e.g., Okapi Partners' fee), remain to be completed before a definitive version is filed with the SEC.