Two Harbors Investment Corp · NYSE:TWO
Two Harbors Investment — Proxy Contest (May 2026)
21 slides from Two Harbors Investment's proxy contest presentation, May 6, 2026
Slide 1: TWO Recommends Stockholders Vote FOR the Superior All-Cash CrossCountry Transaction
TWO Recommends Stockholders Vote FOR the Superior All-Cash CrossCountry Transaction
Slide 2: Safe Harbor Statement: Cautionary Statement Regarding Forward-Looking Statements
Safe Harbor Statement CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS These communications may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the proposed transaction between Two Harbors Investment Corp. (“TWO”) and Cros
Slide 3: Safe Harbor Statement: Important Information and Where to Find It
Safe Harbor Statement IMPORTANT INFORMATION AND WHERE TO FIND IT In connection with the proposed CCM transaction, TWO filed with the SEC a definitive proxy statement on April 20, 2026. TWO commenced mailing of the definitive proxy statement on or about April 20, 2026. The proposed CCM transaction wi
Slide 4: CCM Transaction Delivers Superior and Certain Value to All Stockholders
CCM Transaction Delivers Superior and Certain Value to All Stockholders • Fixed, all cash price for all stockholders: amended CCM transaction provides $11.30 per share in cash to all common stockholders, a premium of 14% to TWO’s unaffected share price(1) and 12% to TWO’s fully diluted tangible book
Slide 5: CCM Transaction Delivers Superior and Certain Value to All Stockholders
CCM Transaction Delivers Superior and Certain Value to All Stockholders 5
Slide 6: CCM Transaction Delivers Immediate and Full Value to All TWO Stockholders
CCM Transaction Delivers Immediate and Full Value to All TWO Stockholders High-End of Range: $11.07 Low-End of Range: $8.69 CCM Transaction Value: $11.30 Unaffected Share Price:(1) $9.91 Immediate value that exceeds the upper end of intrinsic value range Compelling premium versus relevant historical
Slide 7: The CCM Transaction Offers Compelling Value and Certainty
The CCM Transaction Offers Compelling Value and Certainty CCM’s transaction offers all stockholders fixed, all-cash consideration with fully committed financing and a rapid path to close based on significant regulatory progress already underway 7 • $11.30 per share in fixed, all-cash consideration f
Slide 8: CCM Transaction On Track to Close by Q3 2026
May 19, 2026 Special Meeting of Stockholders Targeted Close April 23, 2026 TWO and CCM completed HSR Act filings All required state mortgage licensing filings submitted; more than 20 approvals already obtained March 27, 2026 TWO terminates UWMC agreement and enters into all-cash agreement with CCM A
Slide 9: TWO Board Remains Steadfast in its Commitment to Seek the Best Outcome for All Stockholders
TWO Board Remains Steadfast in its Commitment to Seek the Best Outcome for All Stockholders 9
Slide 10: Fully Independent Ad Hoc Committee With Deep Expertise Led Robust Process
Fully Independent Ad Hoc Committee With Deep Expertise Led Robust Process Stephen G. Kasnet Independent Chairman of the Board Accomplished career as a Chairman, CEO and director across real estate, financial services, and asset management James A. Stern Independent Director Over four decades of lead
Slide 11: Thorough, Exhaustive Process Resulted in Optimal Outcome for TWO's Stockholders
Thorough, Exhaustive Process Resulted in Optimal Outcome for TWO’s Stockholders 11 • Highly-qualified, majority-independent Board (other than CEO) with deep industry, M&A and regulatory expertise • Fully independent Ad Hoc Committee formed in October 2025: Stephen G. Kasnet, James A. Stern, Hope B.
Slide 12: Multi-Year Long Process Led to CCM Transaction
Multi-Year Long Process Led to CCM Transaction 12 Date Received unsolicited UWMC proposal Received unsolicited Company A proposal Board rejected Company A proposal; informed UWMC that price was insufficient Received Company B proposal; Board formed Ad Hoc Committee (Kasnet, Stern, Woodhouse) and eng
Slide 13: The TWO Board Remains Steadfast in its Commitment to Seek the Best Outcome for Stockholders
The TWO Board Remains Steadfast in its Commitment to Seek the Best Outcome for Stockholders CCM UWMC x Unfavorable deal structure x Default stock consideration delivers inadequate aggregate value x Value of UWMC stock is uncertain x Employees do not have option and are required to take stock Value F
Slide 14: TWO Believes UWMC Revised Proposal is Inferior Across Multiple Dimensions
14 TWO Believes UWMC Revised Proposal is Inferior Across Multiple Dimensions
Slide 15: TWO Believes UWMC's Revised Proposal is Inferior: Inadequate, Disingenuous Value
TWO Believes UWMC’s Revised Proposal is Inferior 15 Revised UWMC Proposal Offers Inadequate, Disingenuous Value and Disadvantages Certain Stockholders Value of UWMC Stock Is Uncertain • For stockholders who would receive UWMC shares by default, UWMC’s leverage, ongoing capital drain, and continued i
Slide 16: TWO Believes UWMC's Revised Proposal is Inferior
TWO Believes UWMC’s Revised Proposal is Inferior • $12.00 is available only to stockholders who affirmatively elect cash; default consideration is UWMC stock worth ~$8.00/share • On a blended basis, total consideration is ~$10.80–$11.00 — less than CCM’s $11.30 all-cash to ALL stockholders “$12.00 p
Slide 17: UWMC's Deteriorating Balance Sheet Creates Additional Risk to Closing
2.9x 3.1x 5.9x 8.3x 9.6x 2022 2023 2024 2025 2025 PF 0.9x 1.2x 1.7x 2.7x 4.4x 2022 2023 2024 2025 2025 PF 4.0x UWMC stated leverage Adjusted (2) TWO Believes UWMC’s Revised Proposal is Inferior UWMC’s Deteriorating Balance Sheet Creates Additional Risk to Closing 17 UWMC Leverage Profile Summary Pro
Slide 18: Explicitly Dismissive of TWO's Employees
TWO Believes UWMC’s Revised Proposal is Inferior 18 Explicitly Dismissive of TWO’s Employees • Revised Proposal removes employee protections included in original merger agreement • UWMC’s public criticism of TWO’s operations and workforce increases risk of personnel attrition during transaction pend
Slide 19: UWMC's Claimed Closing Timeline Is Not Credible
TWO Believes UWMC’s Revised Proposal is Inferior 19 UWMC Says… But in reality… This could only be true if UWMC intends to disregard state regulatory change of control approval requirements related to TWO’s mortgage servicing licenses, which at a minimum require 120 days’ advance notice. “A transacti
Slide 20: UWMC's Revised Proposal is Inferior
UWMC’s Revised Proposal is Inferior 20 On March 27, 2026, UWMC publicly declared that TWO’s business was "effectively a melting ice cube,” stated that it saw no operational efficiencies or strategic rationale in acquiring TWO’s operations, said its interest was limited to the servicing portfolio, an
Slide 21: TWO's Board Unanimously Recommends That Stockholders Vote FOR the Transaction
TWO’s Board Unanimously Recommends That Stockholders Vote FOR the Transaction 21 • Fully financed, all-cash transaction exceeds the high-end of TWO’s intrinsic value range, providing compelling and certain value to all of TWO’s stockholders • Highly-qualified, majority-independent Board and fully in