Merger War Erupts: UWMC Accuses Two Harbors Board of Sabotaging Deal

PONTIAC, MI & NEW YORK, NY – June 15, 2026 – A contentious battle for control of Two Harbors Investment Corp. (NYSE: TWO) escalated dramatically today as UWM Holdings Corporation (NYSE: UWMC) launched a public assault on the Two Harbors board, accusing it of mischaracterizing negotiations and actively obstructing a superior merger proposal.

In a sharply worded press release, the mortgage giant alleged that the Two Harbors board is “only pretending to engage” while pushing shareholders towards what UWMC deems an “inferior” all-cash transaction with CrossCountry Mortgage (CCM). The public rebuke marks a significant turning point in the complex triangular contest, shifting the fight from private boardrooms to the public arena ahead of a critical shareholder vote on June 23.

A Public Accusation of Bad Faith

At the heart of UWMC’s complaint is a series of allegations that paint a picture of a board unwilling to negotiate in good faith. UWMC, the parent of the nation’s largest wholesale mortgage lender, claims the Two Harbors board is attempting to create “the impression of reasonableness while simultaneously inventing arbitrary and self-imposed restrictions that are a ruse.”

According to UWMC, these restrictions included creating an “intentionally unreasonable” five-day limit for discussions and attempting to dictate which UWMC executives could participate in negotiations. The company claims the board “summoned” its CEO to New York on short notice and then refused to provide the updated financial information necessary for UWMC to formalize a revised proposal.

“The TWO Board created an arbitrary five-day limit on their ability to engage in discussions with UWMC, an intentionally unreasonable time period to finalize an agreement or a revised proposal based on an alternative structure,” the company stated. This public airing of grievances suggests a complete breakdown in talks and a strategic pivot by UWMC to appeal directly to Two Harbors’ shareholders, who have already seen their special meeting on the CCM deal postponed three times.

The Battle Over Value and Structure

The dispute centers on two fundamentally different proposals for Two Harbors, a mortgage-focused REIT. CrossCountry Mortgage has a signed agreement for a $12.00 per share all-cash deal, which the Two Harbors board has repeatedly endorsed for its “immediate and certain value.” The deal is fully financed, has cleared most regulatory hurdles, and offers a clean exit for shareholders.

In contrast, UWMC’s proposal offers a higher potential value but with more complexity. Its last known offer featured a $12.50 per share cash election. However, the critical point of contention has been the default mechanism for shareholders who do not make an affirmative choice. Under UWMC's proposal, these shareholders would receive UWMC stock. Based on recent trading, the implied value of that stock consideration was significantly lower, a point Two Harbors has used to question the offer's true value.

UWMC fired back, claiming the Two Harbors board “categorically ruled out any form of stock as part of the merger consideration,” even as an optional component. UWMC argues this optionality represents a “free ‘call option’” for shareholders, providing more value, not less. In a pointed jab, UWMC suggested a self-serving motive for this rejection, stating, “The only group that would not receive that optionality with respect to their benefits package is TWO management; this is the only logical explanation for their unwillingness to accept any stock consideration whatsoever.”

A Tale of Two Negotiations

The public statements reveal two starkly different accounts of the recent negotiations. While UWMC portrays the Two Harbors board as obstructionist, Two Harbors has presented itself as accommodating. The board recently granted a five-day waiver period, from June 8 to June 12, specifically to engage with UWMC, a move it said was encouraged by proxy advisory firm ISS and some stockholders.

However, according to Two Harbors, UWMC failed to deliver. In a statement, Two Harbors claimed that while UWMC’s CEO discussed potential changes during a call, he never submitted a revised written proposal before the waiver expired and did not request an extension. The board has repeatedly stated it has “never seen an all-cash offer from UWMC.”

This history adds a layer of crucial context. Two Harbors had a prior stock-based merger agreement with UWMC, signed in December 2025. Two Harbors terminated that deal in March 2026 after a sharp decline in UWMC's stock price caused the deal's value to crater, leading it to accept CCM’s all-cash bid. This past experience likely fuels the Two Harbors board's current preference for the certainty of cash over the volatility of stock.

The Shareholder Showdown on June 23

With negotiations seemingly at a standstill, the future of Two Harbors now pivots to the proxy vote. UWMC is making a direct appeal to investors, urging them to use its BLUE proxy card to vote AGAINST the CrossCountry Mortgage transaction. The company’s message is clear: a vote against the CCM deal is a vote to force the board back to the table with UWMC.

“The only way for the TWO stockholders to cause their Board to do the right thing and achieve higher value for them is to continue to keep the pressure on their Board and vote AGAINST the CCM deal on June 23,” UWMC declared. Meanwhile, the Two Harbors board is urging shareholders to use its WHITE proxy card to approve the CCM deal, arguing it is the best and most certain path forward.

The situation is further complicated by a recently filed stockholder lawsuit against Two Harbors, alleging inadequate proxy disclosures related to the CCM merger. This legal pressure, combined with the dueling proxy solicitations, places shareholders in a powerful but difficult position. They must weigh the board-endorsed certainty of CCM’s cash against UWMC’s potentially more valuable but more complex and contentious offer. With the clock ticking down to the June 23 vote, the fate of Two Harbors now rests in the hands of the very stockholders both suitors are desperately trying to win over.