TWO ((Two Harbors Investment Corp, NYSE:TWO), an MSR-focused REIT, and CrossCountry Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC ("CrossCountry" or "CCM"), today announced the signing of an amendment to their merger agreement (the "amended agreement"), increasing the per-share all cash consideration payable to TWO stockholders to $12.00 per share, an increase from $11.30 per share under the previous merger agreement.

"Throughout this process, our Board of Directors has remained steadfast in seeking the best outcome for all of our stockholders," said Bill Greenberg, TWO's President and Chief Executive Officer. "The CCM transaction delivers a fixed price all-cash consideration to every TWO stockholder – automatically and without election – with committed financing, no financing contingency, and a clear path to close in the shortest timeframe. In contrast, UWMC's default stock consideration is currently worth only $7.88 per TWO share based on UWMC's closing trading price on May 7, 2026. Our Board is confident that the CCM transaction is in the best interest of, and the only credible and actionable path forward for, TWO stockholders."

"We are raising our all-cash offer to $12.00 per share, which represents a compelling outcome for TWO stockholders and would reflect one of the highest multiples paid for a mortgage REIT," said Ron Leonhardt, Founder and CEO of CrossCountry Mortgage. "From the outset, our focus has been on certainty—our agreement is signed, our $3.4 billion financing package is fully committed, and we are already more than halfway through the required regulatory approvals. We are committed to closing this transaction."

TWO intends to file a supplement to its definitive proxy statement with the Securities and Exchange Commission to reflect the amended terms of the merger agreement. Stockholders who have already voted on the CCM transaction do not need to take any action, though they may change their vote at any time before the special meeting by following the instructions in the proxy statement.

The CCM transaction is expected to close in the third quarter of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders and receipt of customary regulatory approvals. Significant regulatory progress has already been achieved, including HSR filing completion and all required state mortgage licensing filings having been submitted, with 35 of 53 approvals already obtained.

As previously disclosed, prior to the closing of the CCM transaction, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all completed quarterly periods.

Upon completion of the transaction, TWO common stock will be delisted from the New York Stock Exchange, TWO will cease to be a publicly traded company, and TWO will become a wholly owned subsidiary of CrossCountry.