Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• A Second Amendment to the merger agreement increases the cash consideration for each share from $11.30 to $12.00 and raises the termination fee from $50 million to $51 million.

• The merger will result in the company becoming a wholly owned subsidiary of CrossCountry Intermediate Holdco, LLC, with the transaction subject to shareholder approval at a special meeting on May 19, 2026.

• The Board unanimously recommends voting in favor of the merger, the related compensation proposal, and any adjournment needed for further solicitation.

• The financial advisor, Houlihan Lokey, provided an updated fairness opinion supporting the increased merger consideration.

• Additional $1.4 billion in unsecured bridge financing has been secured to support the transaction.

Voting matters and shareholder proposals

• Shareholders will vote on the merger, a non-binding advisory proposal on executive compensation related to the merger, and a proposal to adjourn the meeting if necessary.

• Only shareholders of record as of April 15, 2026, are eligible to vote.

• The Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The Board and the managing members of CrossCountry unanimously approved the amended merger agreement and related transactions.

• An Ad Hoc Committee of the Board reviewed updated financial projections and the fairness opinion before recommending approval.