UWMC Reaffirms Commitment to Premium Proposal to Scheme Two Harbors for $12.50 Per Share in Money with Stock Election

PONTIAC, Mich. & NEW YORK–(BUSINESS WIRE)–Jun 4, 2026–

UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), this present day issued an inaugurate letter to the stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) concerning the TWO Board’s persisted efforts to salvage TWO’s horrid proposed merger with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”), no topic getting twice held meetings that didn’t stable stockholder popularity of the proposed CCM transaction.

Full text of the letter follows below.

An Delivery Letter to the Stockholders of Two Harbors Investment Corp

Dear Two Harbors Stockholders:

For the explanation that long-established date of the special assembly to vote on the horrid proposed CCM transaction, your Chairman and Board contain accomplished consecutive adjournments, prolonging their misguided strive to salvage an horrid CCM deal that has twice didn’t garner the specified stockholder enhance. You contain made it clear to the TWO Board that this deal does no longer present most worth and can simply no longer be current, nonetheless your message has fallen on deaf ears.

Your Board is relying on prolong tactics that it hopes will put on down stockholders into accepting a less priceless transaction, even if UWMC’s superior proposal has been and continues to be on the table. Here’s the reverse of a designate-maximizing course of for TWO stockholders. We continue to bustle all TWO stockholders to face agency in opposition to the egregious behavior of this Board, vote AGAINST the CCM transaction – in conserving with the recommendations of ISS, Glass Lewis, and Egan-Jones – and to continue to hunt data from correct religion engagement with UWMC. Totally chronic standing rapidly and persisted vote AGAINST can guarantee TWO stockholders maximization of worth for his or her shares.

UWMC remains committed to the proposal we despatched to the TWO Board on May perhaps well well 11, below which we would construct all outstanding TWO shares for $12.50 per half in money, or if a shareholder chooses, 2.3328 shares of UWMC stock. As well, no topic the shortage of engagement from the TWO Board, we reiterate our willingness to negotiate in correct religion round a deal that most attention-grabbing serves TWO stockholders.

UWMC’s Provide Remains Clearly Superior

The prevalence of UWMC’s offer remains clear:
	UWMC May perhaps well well 11 Proposal	CCM’s Totally and Final Proposal
Money Election	$12.50 per half	$12.00 per half
Stock Election	2.3328 UWMC Class A shares	None
Shareholders Receive TWO Q2 Dividend	$0.34 per half expected (in conserving with outdated dividends)	$0.34 per half expected (in conserving with outdated dividends)
Expert-Rated Stub Dividend	Up for negotiation by inaugurate engagement	Cost unsure; relying on closure timing
Change for Extra Cost	Delivery to adjusting deal terms upon inaugurate engagement	None

Save aside simply, CCM’s most attention-grabbing and final proposal positively falls rapid of the superior stockholder worth to be delivered by UWMC.

Within the meantime, CCM’s most modern public assertion calls into ask its contain dedication to the deal. As well to pointing out that its recent, horrid proposal is its “most attention-grabbing and final offer,” CCM acknowledged that it “is no longer going to pursue a deal at all funds; there are a range of strategic alternate alternatives within the market.” We agree. For TWO stockholders, the a range of – and most attention-grabbing – strategic alternative within the market is to engage with UWMC to maximize worth. As notorious before, the TWO Board has the flexibility below its agreement with CCM, and the duty below the regulation, to on the least resolve that our offer is able to being superior and engage with us to construct sure that indeed it is a ways – the TWO Board has been consistently reluctant to carry even this in trend step.

UWMC is Delivery to Modifying Terms By Delivery Engagement

CCM’s proposal now appears to be like to be save in stone, nonetheless even if it weren’t, TWO stockholders also can by no plan construct sure they’d be achieving most worth with out inaugurate engagement with UWMC.

UWMC is willing to carry into consideration enhancements to our terms if the TWO Board is willing to contain interaction. UWMC remains inaugurate to addressing concerns round UWMC’s proposed stock election feature, collectively with changes to the default mechanism, or a range of structural concerns if TWO will at last hear to its stockholders and engage in correct religion with UWMC. Let’s advise, UWMC is willing to carry into consideration an adjustment to its default election mechanism such that smaller stockholders who preserve no longer up to a most alternative of shares would receive whichever is the greater worth between money or UWMC shares, guaranteeing the default election will present most worth to smaller retail stockholders. Other enhancements can handiest be realized by inaugurate engagement. All it takes is making a determination that our offer shall be superior and selecting up the phone to name us.

As such, we continue to bustle all stockholders to vote and continue to vote AGAINST the CCM deal on June 11 on UWMC’s BLUE proxy card to reject the worth-minimizing course of of the TWO Board.

Be taught how to Vote

UWMC reaffirms its recommendation that TWO stockholders ought to smooth vote AGAINST the proposed CCM transaction on UWMC’s BLUE proxy card and bustle the TWO Board to contain interaction with UWMC as its most attention-grabbing course to maximize worth for TWO stockholders.

UWMC encourages all TWO stockholders to overview its definitive proxy assertion on file with the SEC for extra detail about why voting AGAINST the CCM transaction helps maximize worth for stockholders.

We bustle all TWO stockholders to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal in conserving with the instructions on UWMC’s BLUE Proxy Card this present day to preserve the alternative to cease greater worth by partaking with UWMC’s superior proposal.

If you contain any questions or require help with voting your shares, please contact our proxy solicitor, Okapi Companions, by calling (844) 343-2621 (Toll Free for stockholders) or (212) 297-0720 (For Banks and Brokers), or by email at [email protected].

VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY!

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!

We thanks to your consideration. We remain willing to negotiate a more in-depth deal for TWO stockholders and cease a transaction that delivers superior worth promptly.

Sincerely,

UWM HOLDINGS

CORPORATION

Adam Wolfe

Corporate Secretary

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect father or mother of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s biggest home mortgage lender, no topic completely originating mortgage loans by the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is furthermore the largest have lender within the nation. With a tradition of continuous innovation of technology and enhanced shopper trip, UWM leads the market by building upon its proprietary and completely licensed technology platforms, superior provider and focused partnership with the self reliant mortgage broker neighborhood. UWM originates primarily conforming and govt loans across all 50 states and the District of Columbia. For extra data, talk over with uwm.com or name 800-981-8898. NMLS #3038.

Cautionary Negate Concerning Forward-Having a learn about Statements

This communique includes forward-making an try statements. These forward-making an try statements are on the total known using phrases similar to “depend upon,” “judge,” “estimate,” “seek data from,” “intend,” “also can simply,” “conception,” “skill,” “predict” and identical phrases indicating that these contemplate our views with admire to future events. Forward-making an try statements in this communique encompass statements concerning our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the flexibility of the parties to entire any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are in conserving with administration’s recent expectations, nonetheless are topic to dangers and uncertainties, many of that are outdoors of our withhold watch over, and can reason future events or results to materially differ from those acknowledged or implied within the forward-making an try statements, collectively with: (i) that the parties is no longer going to conform to pursue a replace aggregate transaction or that the terms of this form of transaction shall be materially a range of from those described herein; (ii) the flexibility of the parties to fulfill the stipulations to any proposed transaction, collectively with acquiring stockholder approval and regulatory approval, on a effectively timed basis or at all; (iii) the flexibility to save synergies and advantages of any proposed transaction; (iv) UWM’s skill to successfully put in power strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential staunch property market stipulations, collectively with changes in U.S. monetary insurance policies, extra namely brought about by the Presidential Administration that impact ardour rates and inflation; (vi) UWM’s reliance on its warehouse and MSR services and products and the chance of a lower within the worth of the collateral underlying sure of its services and products inflicting an unanticipated margin name; (vii) UWM’s skill to promote loans within the secondary market; (viii) UWM’s dependence on the government-sponsored entities similar to Fannie Mae and Freddie Mac; (ix) changes within the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae ensures; (x) our skill to consummate the merger with Two Harbors and cease the predicted advantages; (xi) our skill to follow all tips and regulations in connection with the open of our interior servicing and the sleek dangers that also can very effectively be presented as a results of the transition; (xii) UWM’s dependence on Self reliant Mortgage Advisors to save mortgage loans; (xiii) the chance that an magnify within the worth of the MBS UWM sells in forward markets to hedge its pipeline also can simply consequence in an unanticipated margin name; (xiv) UWM’s inability to continue to develop, or to effectively put collectively the expansion of its mortgage origination quantity; (xv) UWM’s skill to continue to plot and retain its broker relationships; (xvi) UWM’s skill to place in power technological innovation, similar to AI in our operations; (xvii) the occurrence of a data breach or a range of failure of UWM’s cybersecurity or data security methods; (xviii) reliance on third-social gathering instrument and services and products; the occurrence of data breaches or a range of cybersecurity failures at our third-social gathering sub-servicers or a range of third-social gathering vendors; (xix) UWM’s skill to continue to follow the complex relate and federal licensed guidelines, regulations or practices acceptable to mortgage mortgage origination and servicing in in trend; and (xx) a range of dangers and uncertainties indicated now and again in our filings with the Securities and Replace Price (the “SEC”) collectively with those below “Threat Components” therein. We prefer to caution readers that sure crucial factors also can simply contain affected and can in due course impact our results and can reason precise results for subsequent sessions to differ materially from those expressed in any forward-making an try assertion made by or on behalf of us. We undertake no obligation to substitute forward-making an try statements to contemplate events or conditions after the date hereof.

No Provide or Solicitation

This communique is for informational purposes handiest and is now not always supposed to, and shall no longer, constitute a advice to promote or the solicitation of a advice to aquire any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction wherein such offer, solicitation or sale would be illegal before registration or qualification below the securities licensed guidelines of this form of jurisdiction. No offering of securities shall be made with the exception of by job of a prospectus assembly the requirements of Allotment 10 of the Securities Act of 1933, as amended.

Further Files

This communique relates to a proposal that UWMC has made to the Two Harbors Board for a replace aggregate transaction with Two Harbors. In furtherance of this proposal and topic to future developments, UWMC filed a definitive proxy assertion on Time table 14A on May perhaps well well 14, 2026 (the “Proxy Observation”) with the SEC in boom to solicit proxies in opposition to the Proposed CCM Merger and a range of proposals to be voted on by TWO stockholders on the special assembly of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC also can simply file amendments or supplements to the Proxy Observation and one or extra registration statements, proxy statements, soft or replace affords or a range of documents with the SEC. This communique is no longer a substitute for any proxy assertion, registration assertion, soft or replace offer file, prospectus or a range of file UWMC and/or Two Harbors also can simply file with the SEC in connection with a proposed transaction.

INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UWMC, TWO HARBORS, A PROPOSED TRANSACTION AND RELATED MATTERS. Patrons and securityholders of UWMC and Two Harbors shall be in a position to save copies of those documents if and when they change into within the market, moreover to a range of filings with the SEC that shall be incorporated by reference into such documents, containing data about UWMC and Two Harbors, with out price, on the SEC’s web save (http://www.sec.gov).Copies of the documents filed with the SEC by UWMC shall be within the market freed from price below the SEC Filings heading of the Investor Family participants allotment of UWMC’s web save athttps://investors.uwm.com.

Participants within the Solicitation

UWMC and its respective directors and govt officers and a range of participants of administration and workers also can very effectively be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in admire of a solicitation and proposed transaction below the foundations of the SEC. Files concerning UWMC’s directors and govt officers is supplied in UWMC’s Annual Story on Invent 10-Ample for the 365 days ended December 31, 2025, and UWMC’s proxy assertion, dated April 24, 2026, for its 2026 annual assembly of stockholders (the “UWMC 2026 Proxy”), that can even be obtained freed from price by the rep save maintained by the SEC athttp://www.sec.gov.Please consult with the sections captioned “Compensation Dialogue and Diagnosis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” within the UWMC 2026 Proxy. Any changes within the holdings of UWMC’s securities by UWMC’s directors or govt officers from the portions described within the UWMC 2026 Proxy contain been mirrored in Statements of Change in Ownership on Invent 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and come in on the SEC’s web save atwww.sec.gov.

Demand supply version on businesswire.com:https://www.businesswire.com/news/home/20260604706359/en/

CONTACT: For inquiries concerning UWM, please contact:

INVESTOR CONTACT

BLAKE KOLO

[email protected] Goldfarb/Chuck Garske/Jeremy Provost

Okapi Companions

212-297-0720

[email protected] CONTACT

NICOLE ROBERTS

[email protected] Caminiti/Hugh Burns/Nicholas Leasure

Reevemark

212-433-4600

[email protected]

KEYWORD: MICHIGAN NEW YORK UNITED STATES NORTH AMERICA

INDUSTRY KEYWORD: PROFESSIONAL SERVICES OTHER PROFESSIONAL SERVICES RESIDENTIAL BUILDING & REAL ESTATE FINANCE CONSTRUCTION & PROPERTY BANKING PERSONAL FINANCE

SOURCE: UWM Holdings Corporation

Copyright Industry Wire 2026.

PUB: 06/04/2026 05:21 PM/DISC: 06/04/2026 05:22 PM

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