Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• An amended merger agreement increases the all-cash consideration for each share to $12.00, up from $11.30, representing a 21% premium to the unaffected share price as of December 16, 2025.

• The transaction is expected to close in Q3 2026, pending shareholder and regulatory approvals, with significant regulatory progress already achieved.

• Upon completion, shares will be delisted and the company will become a wholly owned subsidiary of CrossCountry.

• Regular quarterly dividends are expected to continue until the transaction closes.

Voting matters and shareholder proposals

• Shareholders are asked to approve the amended merger agreement at a special meeting scheduled for May 19, 2026.

• The board unanimously recommends voting in favor of the transaction.

• Shareholders who have already voted may change their vote at any time before the meeting.

Board of directors and corporate governance

• The board unanimously approved the amended merger agreement and reaffirmed its recommendation for shareholder approval.

• The board emphasized its commitment to maximizing shareholder value and certainty of transaction closure.