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United Wholesale Mortgage (UWMC +2.46%), which usually just goes by the acronym UWM, just got beaten. But in this case, being a loser could be the best thing that happened to the company and its shareholders. Here's what happened and why the failed bid to buy Two Harbors (TWO +0.00%) isn't really that bad of an outcome.

Bidding wars can lead to trouble UWM and privately held CrossCountry Mortgage were both attempting to buy the mortgage real estate investment trust (REIT) Two Harbors. It all started with UWM and Two Harbors agreeing to a $1.3 billion all-stock deal in late 2025. CrossCountry Mortgage stepped in at the end of the first quarter of 2026, offering an all-cash deal that Two Harbors deemed superior.

Image source: Getty Images.

As often happens in such situations, there was an ugly, public back-and-forth. At the end of the day, CrossCountry Mortgage's cash offer rose from an original $10.70 per share to $12, or roughly $1.3 billion. That comes even after UWM offered $12.50 in cash for Two Harbor shareholders who preferred cash over 2.3328 shares of UWM. While UWM was clearly displeased with losing out, it also didn't pursue it further after its final offer.

If you own UWM, you should probably be pleased with the outcome. As anyone who's ever been in a bidding war knows, the winner often ends up overpaying. And, as Benjamin Graham, the famous investor who helped train Warren Buffett, often noted, paying too much for a good company can turn it into a bad investment. Corporate acquisitions are no different.

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Sometimes the winner is the loser Buffett, however, is a rather interesting name here. He backed Occidental Petroleum's (OXY 2.41%) winning bid for Anadarko Petroleum, helping the energy company outbid industry giant Chevron (CVX 1.09%). Only the deal left OXY with a huge amount of debt, just as the energy industry started a downturn. OXY had to cut its dividend to free up cash for deleveraging, and the stock price crumbled.

It isn't clear what will happen with CrossCountry Mortgage and Two Harbors, since CrossCountry Mortgage is private. However, UWM showed discipline by not pursuing Two Harbors to the point of putting its own business at risk. The importance of this outcome increases when you note that UWM's dividend yield is a shockingly high 20% and its earnings don't currently cover the dividend payment. In fairness, loan origination volume in the first quarter of 2026 rose 39% year over year, making it "the second-highest first quarter production in company history." Still, it is probably better for the company to avoid the cost and complexity of a contentious merger, given its massive dividend yield, which suggests investors are already worried about the risk of a dividend cut.

UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today reaffirmed its commitment to acquire Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) and issued a statement regarding the upcoming special meeting on June 23 to vote on TWO’s proposed merger with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM"), following the third adjournment.

UWMC issued the following statement:

“TWO stockholders have sent a clear message over and over again: they do not support the inferior CCM transaction or the TWO Board’s repeated adjournments – and we urge them to continue to reject CCM’s inferior proposal. It’s high time that the TWO Board respect the will of their stockholders.

“In stark contrast, UWMC’s proposal offers both higher value and stockholder choice through stock consideration or an election to receive $12.50 per share in cash with full financing. That optionality is a clear benefit to stockholders, not a flaw. UWMC remains committed to its superior proposal, to reaching a transaction that is best for UWMC and for TWO stockholders, to delivering a superior offer and finalizing an agreement quickly if the TWO Board will finally do the right thing and engage in good faith.

“Stockholders should not be forced into the inferior CCM deal because TWO’s management thinks it is better for them personally. It is ironic that the TWO Board bemoans the decline of its stock price, when they have a path to maximizing value for all TWO stockholders: true engagement with UWMC. TWO stockholders should continue to vote AGAINST the CCM merger and demand that the TWO Board engage with UWMC in an open, unrestricted and good-faith manner.”

TWO stockholders should remember:

UWMC’s proposal provides higher value. UWMC’s proposal provides stockholders the option to elect $12.50 per share in cash, compared to CCM’s “best and final” $12.00 per share agreement. UWMC’s proposal provides stockholder choice. TWO stockholders can receive 2.3328 shares of UWMC stock at closing per share of TWO, preserving potential upside in the combined company. The TWO Board has categorically ruled out any formulation that includes stock, removing this optionality for stockholders. UWMC remains ready for true, good-faith engagement. TWO’s short-lived attempt at engagement was a smokescreen, given the arbitrary deadlines, restricted participation, and harsh preconditions that limited constructive discussion. UWMC is prepared to continue discussing terms, including alternatives around the default election mechanism and other adjustments to the merger consideration, if TWO will finally conduct open negotiations. Independent proxy advisors have universally recommended AGAINST the CCM transaction. ISS, Glass Lewis and Egan-Jones have all recommended that TWO stockholders vote AGAINST the CCM transaction, citing concerns with the TWO Board’s process and the availability of UWMC’s superior offer. Voting AGAINST the CCM transaction is the only way to maintain a path to maximum value. Without full engagement with UWMC, TWO stockholders can never be certain that their Board has delivered maximum value for their holdings. Keeping pressure on the Board by voting AGAINSTthe inferior CCM transaction is the only path to asserting stockholders’ rights. VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY!

UWMC encourages all TWO stockholders toVOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

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

IT IS NOT TOO LATE TO CHANGE YOUR VOTE.

ONLY YOUR LAST SUBMITTED AND RECEIVED VOTE WILL COUNT AT THE MEETING.

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

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may 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. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260622782067/en/

UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today responded to the letter from Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to its stockholders mischaracterizing discussions between UWMC and TWO that have taken place over the last week, following TWO’s decision to adjourn the special meeting to vote on TWO’s proposed merger with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM") for a third time.

The TWO Board is trying to create the impression of reasonableness while simultaneously inventing arbitrary and self-imposed restrictions that are a ruse and impede the opportunities to get the best result for their stockholders. The bottom line is: the TWO Board is only pretending to engage.

UWMC believes the TWO Board has mischaracterized the interactions between TWO and UWMC to try and convince stockholders that their only option is to accept the inferior CCM transaction, but stockholders deserve to know that this could not be further from the truth, including due to the following facts:

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 TWO Board restricted who from UWMC could take part in negotiations, “summoned” our CEO to New York on short notice and declined an open invitation to come to Michigan. TWO refused to provide updated financial information upon which UWMC could prepare a revised proposal. Instead, TWO questioned whether the parties were under NDA and indicated it would only provide updated financials if UWMC submitted a revised written proposal. UWMC offered multiple alternative consideration structures to address TWO’s concerns, including adjustments to the default election to cash or providing a “higher of cash or stock” consideration for the stockholders whom TWO is concerned will not make an affirmative selection. The TWO Board categorically ruled out any form of stock as part of the merger consideration, even though it is an added and optional bonus to stockholders, irrespective of the total value to be conveyed and regardless of stockholders’ already agreed and unfettered ability to make an election to receive cash. Even under UWMC’s current proposal (before any modifications) all TWO stockholders would receive at the closing the stock consideration which may appreciate significantly between now and then (thus a free “call option”) or, if closer to closing they so elect, cash at $12.50 per share, thus also a valuable put option in itself. The existence of such optionality provides more value, not less, as the TWO Board and its financial advisors should know. 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 or truly engage and declare our offer “potentially superior.” Even after three delays of the special meeting, TWO’s Board refuses to listen to TWO’s stockholders, who have rejected the CCM deal and the adjournments three times already. Despite our significant concerns, UWMC remains committed to pursuing a transaction with TWO and is ready to engage in open, unrestricted, good faith discussions, provided the TWO Board acts solely to achieve the best result for its stockholders. UWMC is also prepared to continue discussing enhancements to its proposed terms, including alternatives around the default election mechanism or other adjustments to the merger consideration that we suggested to TWO in our meeting and TWO flatly rejected upfront despite UWMC offering modifications to an already superior offer.

To be clear, our goal is to reach a transaction that is best for UWMC and for TWO stockholders, and we have been investing considerable time and resources over the last several months in this effort. If TWO will engage in true good faith discussions, there is no reason we cannot reach an agreement quickly.

Make no mistake: the TWO Board knows how to conclude that a proposal would be reasonably expected to result in a superior proposal and how to truly engage – they did it previously while under contract with UWMC. Why can’t the TWO Board follow the same process now and commence a true process with us?

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. We encourage all TWO stockholders to vote AGAINST the transaction on UWMC’s BLUE proxy card to reject the flawed and value-minimizing process of the TWO Board.

How to Vote

UWMC reaffirms its recommendation that TWO stockholders should vote AGAINST the proposed CCM transaction on UWMC’s BLUE proxy card and urge the TWO Board to engage with UWMC as its best path to maximize value for TWO stockholders.

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all TWO stockholders toVOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi Partners, 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!

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (v) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may 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. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260615261665/en/

NEW YORK--(BUSINESS WIRE)--TWO Provides Update on UWMC Engagement Following Expiration of Waiver Period.

PONTIAC, Mich.--(BUSINESS WIRE)--UWM Holdings Corporation (NYSE: UWMC) (“UWMC” or the “Company”), the publicly traded indirect parent of United Wholesale Mortgage (“UWM”), today announced its results for the first quarter ended March 31, 2026. Total loan origination volume was $44.9 billion for the first quarter 2026, up 39% year-over-year, and the second-highest first quarter production in company history. The Company reported 1Q26 total revenue of $901.4 million, net income of $170.4 million and adjusted EBITDA of $160.9 million.

Mat Ishbia, Chairman, Chief Executive Officer and President of UWMC, said, “Q1 was an exceptional quarter for UWM and our second‑best first quarter of all time. The last time we delivered results of this magnitude, interest rates were nearly 50% lower, which underscores the strength, scale and resilience of our business. Our team and broker partners executed at the highest level, using UWM’s proprietary technology and AI‑powered tools like Mia to win more loans, more efficiently, every day. We continue to move ahead of schedule with bringing servicing in‑house, and regardless of whether rates stay higher or move lower, we are positioned to keep winning as we are built to perform through all cycles. This quarter is a clear proof point of that.”

First Quarter 2026 Highlights

Originations of $44.9 billion in 1Q26, compared to $49.6 billion in 4Q25 and $32.4 billion in 1Q25 Purchase originations of $18.7 billion in 1Q26, compared to $18.9 billion in 4Q25 and $21.7 billion in 1Q25 Refinance originations of $26.3 billion in 1Q26, compared to $30.7 billion in 4Q25 and $10.6 billion in 1Q25 Total gain margin of 123 bps in 1Q26 compared to 122 bps in 4Q25 and 94 bps in 1Q25 Total revenue of $901.4 million in 1Q26 compared to $945.2 million in 4Q25 and $613.4 million in 1Q25 Net income of $170.4 million in 1Q26 compared to net income of $164.5 million in 4Q25 and net loss of $247.0 million in 1Q25 Adjusted EBITDA of $160.9 million in 1Q26 compared to $232.8 million in 4Q25 and $57.8 million in 1Q25 Total equity of $1.60 billion at March 31, 2026, compared to $1.59 billion at December 31, 2025, and $1.64 billion at March 31, 2025 Unpaid principal balance of MSRs of $229.5 billion with a WAC of 5.90% at March 31, 2026, compared to $240.8 billion with a WAC of 5.65% at December 31, 2025, and $214.6 billion with a WAC of 5.44% at March 31, 2025 Ended 1Q26 with approximately $1.3 billion of available liquidity, reflecting $424.0 million of cash plus available borrowing capacity under our secured and unsecured lines of credit Production and Income Statement Highlights (dollars in thousands, except per share amounts)

  Q1 2026

Q4 2025

Q1 2025

Loan origination volume(1)

$

44,944,156

$

49,608,104

$

32,351,776

Total gain margin(1)(2)

1.23

%

1.22

%

0.94

%

Total revenue

$

901,427

$

945,247

$

613,370

Net income (loss)

170,374

164,484

(247,028

)

Diluted earnings (loss) per share

0.09

0.08

(0.12

)

Adjusted diluted earnings per share(3)

N/A

0.08

N/A

Adjusted net income (loss) (3)

137,154

130,561

(195,300

)

Adjusted EBITDA(3)

160,909

232,778

57,803

  (1) Key operational metric (see discussion below)

(2) Represents total loan production income divided by loan origination volume

(3) Non-GAAP metric (see discussion and reconciliations below)

Balance Sheet Highlights as of Period-end (dollars in thousands)

  Q1 2026

Q4 2025

Q1 2025

Cash and cash equivalents

$

423,996

$

503,364

$

485,024

Mortgage loans at fair value

10,991,101

9,932,729

8,402,211

Mortgage servicing rights

4,591,855

4,073,781

3,321,457

Total assets

19,266,244

16,928,676

14,048,433

Non-funding debt (1)

5,092,831

4,292,940

3,149,687

Total equity

1,600,901

1,593,629

1,635,349

Non-funding debt to equity (1)

3.18

2.69

1.93

  (1) Non-GAAP metric (see discussion and reconciliations below)

Mortgage Servicing Rights (dollars in thousands)

  Q1 2026

Q4 2025

Q1 2025

Unpaid principal balance

$

229,503,024

$

240,813,979

$

214,615,072

Weighted average interest rate

5.90

%

5.65

%

5.44

%

Weighted average age (months)

17

18

19

First Quarter Business and Product Highlights:

In-House Servicing Progress

All new loans are now on UWM’s proprietary servicing platform and on pace to have substantially all loans serviced in-house by October 2026, ahead of the previously communicated timeline. This milestone is expected to drive meaningful improvements in borrower retention, expenses, and long-term shareholder value. Bilt Built-In Rewards

As part of UWM’s strategic collaboration with Bilt, a leading payments and rewards platform, UWM continues to roll out Built‑In Rewards, giving broker partners a powerful new way to differentiate themselves. With UWM now servicing loans in-house, borrowers can earn rewards automatically on every on‑time digital mortgage payment, redeemable for dining, grocery and pharmacy purchases, travel or future principal‑only mortgage payments. Product and Investor Mix - Unpaid Principal Balance of Originations (dollars in thousands)

  Purchase:

Q1 2026

Q4 2025

Q1 2025

Conventional

$

10,598,851

$

10,208,384

$

13,179,468

Government

6,622,457

6,741,182

6,673,499

Jumbo and other (1)

1,443,526

1,970,160

1,894,070

Total Purchase

$

18,664,834

$

18,919,726

$

21,747,037

Refinance:

Q1 2026

Q4 2025

Q1 2025

Conventional

$

12,113,599

$

15,042,112

$

4,339,327

Government

12,268,457

13,135,275

4,699,294

Jumbo and other (1)

1,897,266

2,510,991

1,566,118

Total Refinance

$

26,279,322

$

30,688,378

$

10,604,739

Total Originations

$

44,944,156

$

49,608,104

$

32,351,776

  (1) Comprised of non-agency jumbo products, construction loans, and non-qualified mortgage products, including home equity lines of credit ("HELOCs") (which in many instances are second liens)

Dividend

Subsequent to March 31, 2026, for the 22nd consecutive quarter, the Company's Board of Directors declared a cash dividend of $0.10 per share on the outstanding shares of Class A common stock. The dividend is payable on July 9, 2026, to stockholders of record at the close of business on June 18, 2026. Additionally, the Board approved a proportional distribution to SFS Corp., which is payable on or around July 9, 2026.

Earnings Conference Call Details

As previously announced, the Company will hold a conference call for financial analysts and investors on Wednesday, May 6, 2026, at 11:00 a.m. ET to review the results. Interested parties may register for a toll-free dial-in number by visiting:

https://uwm.zoom.us/webinar/register/WN_eZ1x8OrhQjWXUFFZTYD47A

Please dial in at least 15 minutes in advance to ensure a timely connection to the call. Replay and supporting materials will be available on the Company's investor relations website at https://investors.uwm.com/.

Key Operational Metrics

“Loan origination volume” and “Total gain margin” are key operational metrics that the Company's management uses to evaluate the performance of the business. “Loan origination volume” is the aggregate principal of the residential mortgage loans originated by the Company during a period. “Total gain margin” represents total loan production income divided by loan origination volume for the applicable periods.

Non-GAAP Metrics

The Company's net income does not reflect the income tax provision that would otherwise be reflected if 100% of the economic interest in UWM was owned by the Company. Therefore, for comparison purposes, the Company provides “Adjusted net income (loss),” which is our pre-tax income (loss) together with an adjusted income tax provision (benefit), which is calculated as the provision for income taxes plus the tax effects of net income attributable to non-controlling interest determined using a blended statutory effective tax rate. “Adjusted net income (loss)” is a non-GAAP metric. “Adjusted diluted EPS” is defined as “Adjusted net income (loss)” divided by the weighted average number of shares of Class A common stock outstanding for the applicable period, assuming the exchange and conversion of all outstanding Class D common stock for Class A common stock, and is calculated and presented for periods in which the assumed exchange and conversion of Class D common stock to Class A common stock is anti-dilutive to EPS.

We also disclose Adjusted EBITDA, which we define as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, adjusted to exclude stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, gains or losses on other interest rate derivatives, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the non-cash income/expense impact of the change in the Tax Receivable Agreement liability, the change in fair value of retained investment securities, and acquisition-related expenses (net of recoveries) as we believe these adjustments are not indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. Non-funding debt includes the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases.

In addition, we disclose “Non-funding debt” and the “Non-funding debt-to-equity ratio” as a non-GAAP metric. We define “Non-funding debt” as the total of the Company's senior notes, lines of credit, borrowings against investment securities, and finance leases and the “Non-funding debt-to-equity ratio” as total non-funding debt divided by the Company’s total equity.

Management believes that these non-GAAP metrics provide useful information to investors. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for any other operating performance measure calculated in accordance with GAAP and may not be comparable to a similarly titled measure reported by other companies.

The following tables set forth the reconciliations of these non-GAAP financial measures to their most directly comparable financial measure calculated in accordance with GAAP (dollars in thousands, except per share amounts):

Adjusted net income

Q1 2026

Q4 2025

Q1 2025

Earnings (loss) before income taxes

$

177,500

$

169,624

$

(260,816

)

Adjusted income tax (provision) benefit

(40,346

)

(39,063

)

65,516

Adjusted net income (loss)

$

137,154

$

130,561

$

(195,300

)

Adjusted Diluted EPS

Q4 2025

Diluted weighted average Class A Common shares outstanding

256,913,262

Assumed pro forma conversion of Class D shares(1)

1,342,939,142

Adjusted diluted weighted average shares outstanding(1)

1,599,852,404

Adjusted Net Income (in thousands)

130,561

Adjusted Diluted EPS

0.08

(1) Reflects the pro forma exchange and conversion of antidilutive Class D common stock to Class A common stock

Adjusted EBITDA

Q1 2026

Q4 2025

Q1 2025

Net income (loss)

$

170,374

$

164,484

$

(247,028

)

Interest expense on non-funding debt

70,727

61,829

50,081

Provision (benefit) for income taxes

7,126

5,140

(13,788

)

Depreciation and amortization

14,385

13,757

11,340

Stock-based compensation expense

13,162

15,592

8,310

Change in fair value of MSRs due to valuation inputs or assumptions, net

(247,897

)

28,758

250,821

(Gain) loss on other interest rate derivatives

138,198

(61,409

)

—

Deferred compensation, net

2,250

2,235

914

Change in fair value of Public and Private Warrants

—

(1,519

)

(685

)

Change in Tax Receivable Agreement liability

1,903

(12

)

(442

)

Change in fair value of investment securities

303

(1,043

)

(1,721

)

Acquisition-related expenses (net of recoveries)

(9,622

)

4,966

—

Adjusted EBITDA

$

160,909

$

232,778

$

57,803

Non-funding debt and non-funding debt to equity

Q1 2026

Q4 2025

Q1 2025

Senior notes

$

2,983,152

$

2,981,975

$

2,786,467

Secured lines of credit

2,000,000

1,200,000

250,000

Borrowings against investment securities

86,724

87,497

88,775

Finance lease liability

22,955

23,468

24,445

Total non-funding debt

$

5,092,831

$

4,292,940

$

3,149,687

Total equity

$

1,600,901

$

1,593,629

$

1,635,349

Non-funding debt to equity

3.18

2.69

1.93

Cautionary Note Regarding Forward-Looking Statements

This press release and our earnings call include forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this press release and our earnings call include statements regarding: (1) the benefits of our business model; (2) our strategic collaboration with Bilt; (3) our position amongst our competitors and ability to capture market share and maintain our industry leading position; (4) the timing of in-house servicing and our beliefs regarding our servicing operations; (5) our beliefs regarding opportunities in the broker channel; (6) growth of the wholesale and broker channels, the impact of our strategies on such growth and the benefits to our business of such growth; (7) our growth and strategies to remain the leading mortgage lender, and the timing and drivers of that growth; (8) our beliefs related to the amount and timing of our dividend; (9) our expectations for future market environments, including interest rates, and the timing of such market changes; (10) our performance in shifting market conditions and the comparison of such performance against our competitors; (11) our ability to produce results in future years at or above prior levels or expectations, and our strategies for producing such results; (12) our position and ability to capitalize on market opportunities and the impacts to our results and (13) our investments in technology, including artificial intelligence, and its impact to our operations, ability to scale and financial results. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) UWM’s ability to successfully implement strategic decisions and product launches; (ii) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (iii) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (iv) UWM’s ability to sell loans in the secondary market; (v) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (vi) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (vii) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (viii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (ix) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (x) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xi) UWM’s ability to continue to attract and retain its broker relationships; (xii) UWM’s ability to implement technological innovation, such as AI in our operations; (xiii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xiv) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xv) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xvi) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (“UWMC”) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for eleven consecutive years and is the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

UWM HOLDINGS CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share amounts)

March 31,
2026

December 31,
2025

Assets

(Unaudited)

Cash and cash equivalents

(includes restricted cash of $21.0 million and $16.0 million, respectively)

$

423,996

$

503,364

Mortgage loans at fair value

10,991,101

9,932,729

Derivative assets

124,490

37,567

Investment securities at fair value, pledged

98,491

100,512

Accounts receivable, net

1,271,014

526,694

Mortgage servicing rights

4,591,855

4,073,781

Premises and equipment, net

180,523

180,199

Operating lease right-of-use asset

(includes $91.8 million and $93.4 million with related parties)

92,616

94,310

Finance lease right-of-use asset, net

(includes $20.2 million and $20.7 million with related parties)

20,681

21,247

Loans eligible for repurchase from Ginnie Mae

1,124,020

1,133,359

Other assets

347,457

324,914

Total assets

$

19,266,244

$

16,928,676

Liabilities and Equity

Warehouse lines of credit

$

9,900,303

$

8,912,496

Derivative liabilities

337,817

26,574

Secured line of credit

2,000,000

1,200,000

Borrowings against investment securities

86,724

87,497

Accounts payable, accrued expenses and other

949,788

707,790

Accrued distributions and dividends payable

161,773

161,292

Senior notes

2,983,152

2,981,975

Operating lease liability

(includes $98.0 million and $99.7 million with related parties)

98,811

100,596

Finance lease liability

(includes $22.4 million and $22.9 million with related parties)

22,955

23,468

Loans eligible for repurchase from Ginnie Mae

1,124,020

1,133,359

Total liabilities

17,665,343

15,335,047

Equity:

Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of March 31, 2026 or December 31, 2025

—

—

Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized, 312,883,751 and 268,415,480 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

31

27

Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of March 31, 2026 or December 31, 2025

—

—

Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of March 31, 2026 or December 31, 2025

—

—

Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized, 1,287,482,620 and 1,331,482,620 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

129

133

Additional paid-in capital

12,593

9,910

Retained earnings

216,768

189,447

Non-controlling interest

1,371,380

1,394,112

Total equity

1,600,901

1,593,629

Total liabilities and equity

$

19,266,244

$

16,928,676

UWM HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except shares and per share amounts)

  For the three months ended

March 31,
2026

December 31,
2025

March 31,
2025

Revenue

(Unaudited)

(Unaudited)

(Unaudited)

Loan production income

$

554,572

$

603,364

$

304,751

Loan servicing income

213,379

186,392

190,517

Interest income

133,476

155,491

118,102

Total revenue

901,427

945,247

613,370

Other gains (losses)

Change in fair value of mortgage servicing rights

(10,335

)

(247,617

)

(388,585

)

Gain (loss) on other interest rate derivatives

(138,198

)

61,409

—

Other gains (losses), net

(148,533

)

(186,208

)

(388,585

)

Expenses

Salaries, commissions and benefits

224,554

224,192

192,800

Direct loan production costs

60,505

55,141

43,127

Marketing, travel, and entertainment

30,878

34,212

22,190

Depreciation and amortization

14,385

13,757

11,340

General and administrative

59,034

73,670

68,148

Servicing costs

43,067

46,184

30,434

Interest expense

140,765

144,833

120,410

Other expense (income)

2,206

(2,574

)

(2,848

)

Total expenses

575,394

589,415

485,601

Earnings (loss) before income taxes

177,500

169,624

(260,816

)

Provision (benefit) for income taxes

7,126

5,140

(13,788

)

Net income (loss)

170,374

164,484

(247,028

)

Net income (loss) attributable to non-controlling interest

145,073

145,072

(233,349

)

Net income (loss) attributable to UWMC

$

25,301

$

19,412

$

(13,679

)

Earnings (loss) per share of Class A common stock:

Basic

$

0.09

$

0.08

$

(0.08

)

Diluted

$

0.09

$

0.08

$

(0.12

)

Weighted average shares outstanding:

Basic

292,122,233

256,913,262

164,100,022

Diluted

1,600,064,853

256,913,262

1,598,383,240

Addendum to Exhibit 99.1

This addendum includes the Company's Consolidated Balance Sheets as of March 31, 2026, and the preceding four quarters and Statements of Operations for the quarter ended March 31, 2026, and the preceding four quarters for purposes of providing historical quarterly trending information to investors.

CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share amounts)

  March 31,
2026

December 31,
2025

September 30,
2025

June 30,
2025

March 31,
2025

Assets

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Cash and cash equivalents, including restricted cash

$

423,996

$

503,364

$

870,703

$

489,984

$

485,024

Mortgage loans at fair value

10,991,101

9,932,729

10,784,461

8,040,310

8,402,211

Derivative assets

124,490

37,567

91,446

59,356

43,958

Investment securities at fair value, pledged

98,491

100,512

101,277

101,627

102,982

Accounts receivable, net

1,271,014

526,694

548,090

719,369

472,299

Mortgage servicing rights

4,591,855

4,073,781

3,308,585

3,445,195

3,321,457

Premises and equipment, net

180,523

180,199

164,985

166,460

153,855

Operating lease right-of-use asset

92,616

94,310

95,957

91,004

92,450

Finance lease right-of-use asset, net

20,681

21,247

21,219

21,810

22,464

Loans eligible for repurchase from Ginnie Mae

1,124,020

1,133,359

749,089

564,806

750,769

Other assets

347,457

324,914

286,525

186,968

200,964

Total assets

$

19,266,244

$

16,928,676

$

17,022,337

$

13,886,889

$

14,048,433

Liabilities and Equity

Warehouse lines of credit

$

9,900,303

$

8,912,496

$

9,783,664

$

7,254,526

$

7,573,139

Derivative liabilities

337,817

26,574

41,209

76,683

27,922

Secured line of credit

2,000,000

1,200,000

—

425,000

250,000

Borrowings against investment securities

86,724

87,497

87,142

86,896

88,775

Accounts payable, accrued expenses and other

949,788

707,790

706,993

661,496

652,701

Accrued distributions and dividends payable

161,773

161,292

160,846

160,360

159,856

Senior notes

2,983,152

2,981,975

3,780,620

2,787,797

2,786,467

Operating lease liability

98,811

100,596

102,333

97,471

99,010

Finance lease liability

22,955

23,468

23,363

23,872

24,445

Loans eligible for repurchase from Ginnie Mae

1,124,020

1,133,359

749,089

564,806

750,769

Total liabilities

17,665,343

15,335,047

15,435,259

12,138,907

12,413,084

Equity:

Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of each of the periods presented

—

—

—

—

—

Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized; shares issued and outstanding - 312,883,751 as of March 31, 2026, 268,415,480 as of December 31, 2025, 234,291,930 as of September 30, 2025, 205,979,563 as of June 30, 2025 and 200,781,659 as of March 31, 2025

31

27

23

21

20

Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of each of the periods presented

—

—

—

—

—

Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of each of the periods presented

—

—

—

—

—

Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized; shares issued and outstanding - 1,287,482,620 as of March 31, 2026, 1,331,482,620 as of December 31, 2025, 1,365,482,620 as of September 30, 2025, 1,393,282,620 as of June 30, 2025 and 1,397,782,620 as of March 31, 2025

129

133

137

139

140

Additional paid-in capital

12,593

9,910

7,579

5,688

4,298

Retained earnings

216,768

189,447

169,935

170,320

160,407

Non-controlling interest

1,371,380

1,394,112

1,409,404

1,571,814

1,470,484

Total equity

1,600,901

1,593,629

1,587,078

1,747,982

1,635,349

Total liabilities and equity

$

19,266,244

$

16,928,676

$

17,022,337

$

13,886,889

$

14,048,433

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except shares and per share amounts)

(Unaudited)

For the three months ended

March 31,
2026

December 31,
2025

September 30,
2025

June 30,
2025

March 31,
2025

Revenue

Loan production income

$

554,572

$

603,364

$

542,144

$

447,882

$

304,751

Loan servicing income

213,379

186,392

169,019

178,813

190,517

Interest income

133,476

155,491

132,089

132,005

118,102

Total revenue

901,427

945,247

843,252

758,700

613,370

Other gains (losses)

Change in fair value of mortgage servicing rights

(10,335

)

(247,617

)

(307,825

)

(111,421

)

(388,585

)

Gain (loss) on other interest rate derivatives

(138,198

)

61,409

27,813

208,904

—

Other gains (losses), net

(148,533

)

(186,208

)

(280,012

)

97,483

(388,585

)

Expenses

Salaries, commissions and benefits

224,554

224,192

222,760

211,461

192,800

Direct loan production costs

60,505

55,141

64,213

46,330

43,127

Marketing, travel, and entertainment

30,878

34,212

23,410

26,379

22,190

Depreciation and amortization

14,385

13,757

12,747

12,200

11,340

General and administrative

59,034

73,670

62,243

59,999

68,148

Servicing costs

43,067

46,184

33,928

35,083

30,434

Interest expense

140,765

144,833

132,084

133,467

120,410

Other expense (income)

2,206

(2,574

)

(815

)

1,846

(2,848

)

Total expenses

575,394

589,415

550,570

526,765

485,601

Earnings (loss) before income taxes

177,500

169,624

12,670

329,418

(260,816

)

Provision (benefit) for income taxes

7,126

5,140

582

14,939

(13,788

)

Net income (loss)

170,374

164,484

12,088

314,479

(247,028

)

Net income (loss) attributable to non-controlling interest

145,073

145,072

13,350

291,570

(233,349

)

Net income (loss) attributable to UWMC

$

25,301

$

19,412

$

(1,262

)

$

22,909

$

(13,679

)

Earnings (loss) per share of Class A common stock:

Basic

$

0.09

$

0.08

$

(0.01

)

$

0.11

$

(0.08

)

Diluted

$

0.09

$

0.08

$

(0.01

)

$

0.11

$

(0.12

)

Weighted average shares outstanding:

Basic

292,122,233

256,913,262

221,354,499

202,133,122

164,100,022

Diluted

1,600,064,853

256,913,262

221,354,499

202,133,122

1,598,383,240

UWM Holdings Corporation (UWMC) Q1 2026 Earnings Call Transcript

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PONTIAC, Mich.--(BUSINESS WIRE)--UWMC (NYSE: UWMC) announced that Mat Ishbia, as controlling owner of SFS Holdings Corp., has terminated its Rule 10b5-1 trading plan. The trading plan was part of strategy implemented in 2025 in response to investor feedback requesting increased public float and trading liquidity.

With the 10b5-1 plans having successfully increased liquidity of the stock such that average daily volume is now over 16 million shares and having increased float by over 135 million shares since June 2025, SFS terminated the plan effective Friday, May 8, the first day of UWMC’s open trading window since December 2025.

SFS Holdings remains UWMC’s largest shareholder, with approximately 1.3 billion shares and believes it has done its part as the controlling shareholder to respond to the requests of the investment community by selling shares without regard to the stock price since June 2025.

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

More News From UWM Holdings Corporation

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TWO’s Board Continues to Unanimously Recommend that Stockholders Vote FOR the Pending Transaction with CrossCountry

ISS Recommendation, Which Acknowledges that the CCM Transaction is Compelling, Fails to Recognize Superior Certainty of CCM Agreement

TWO Board Urges Stockholders to Consider the Many Questions Raised by UWMC’s Inferior Proposal Which Is Not Credible and Has Significant Closing Risk

NEW YORK--(BUSINESS WIRE)--TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today responded to the revised unsolicited proposal (the “Revised UWMC Proposal”) announced by UWM Holdings Corporation (NYSE: UWMC) (“UWMC”) on May 11, 2026.

After a thorough and careful review process conducted with the assistance of its independent financial and legal advisors, the TWO Board of Directors has unanimously rejected the Revised UWMC Proposal. The TWO Board determined, in its business judgment, that the Revised UWMC Proposal does not constitute, and would not reasonably be expected to result in, a “Company Superior Proposal” under the terms of TWO’s amended merger agreement with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”).

The TWO Board has overseen significant increases in value for stockholders and has fully complied with its fiduciary duties under Maryland law to act in the best interests of ALL stockholders. Had TWO not terminated the earlier all-stock transaction with UWMC and elected to proceed with CCM, TWO common stockholders would have received UWMC stock worth just $7.58 per share (as of May 12, 2026). Under the CCM merger transaction all TWO common stockholders will receive $12.00 per share in cash in a deal that has financing, regulatory and closing certainty. This is compelling evidence of a board putting stockholders’ interests first. In the TWO Board’s view, the CCM transaction is the ONLY transaction that the TWO stockholders can trust to get over the finish line.

In stark contrast to the CCM transaction, UWMC’s inferior proposal yet again fails to address core deficiencies and material risks that the TWO Board has repeatedly identified in UWMC’s previous proposals. Instead of asking why the TWO Board is not “engaging” with UWMC, stockholders should ask why is it that UWMC refuses to respond to these deficiencies that have been repeatedly communicated to them? In its latest letter to the TWO Board, UWMC even says it is happy to answer any questions TWO may have. Here are a few that TWO has been asking for quite a while:

1. Why has UWMC structured its proposal in a fundamentally illusory and predatory manner by touting a $12.50 cash headline when the default consideration is UWMC stock currently worth $7.58 per TWO share? Why won’t UWMC make the default consideration cash?

By design, UWMC's proposal is structured to advantage UWMC, not TWO stockholders: any stockholder who fails, for whatever reason, to make a timely cash election defaults to UWMC stock currently worth approximately $7.58 based on UWMC’s closing trading price on May 12, 2026. TWO estimates that as many as 30% of its stockholders would be so disadvantaged—UWMC estimates this, too, and is hoping to take advantage of this fact to significantly lower the transaction value to the detriment of TWO stockholders. On the UWMC earnings call, UWMC’s Chairman and CEO indicated he would rather pay cash consideration for TWO. If that is the case, why does UWMC continue to offer low-valued UWMC shares as the default option? This point has been well-communicated to UWMC. Indeed, in the background section to the CCM merger proxy, it was noted that representatives of TWO’s outside financial advisor stated that, given the implied value of the stock component at the time of the April 20 UWMC Proposal and the fact that the stock component of the consideration offered under the April 20 UWMC Proposal was the default consideration, they did not believe the outside financial advisor would be in a position to render a fairness opinion with respect to a transaction on the terms of the April 20 UWMC Proposal in its then-current form. The significant difference in form and value of consideration that stockholders would receive by default with the UWMC proposal is of continued concern to the TWO Board, which is focused on upholding its fiduciary duties under Maryland law to all TWO stockholders. 2. What comfort can TWO stockholders have that UWMC’s financial condition will permit it to close? Why was the Revised UWMC Proposal not accompanied by an increased Mizuho financing commitment letter?

TWO’s Board is concerned that UWMC’s financial condition is deteriorating. Fitch has downgraded UWMC’s outlook twice in the last six months, cash and cash equivalents fell to $425 million as of March 31, 2026 from $503 million as of December 31, 2025, and leverage has hit an all-time high of 3.2x. Bloomberg calculates that UWMC’s 1-year probability of default has doubled in three weeks. The structure of this transaction suggests UWMC needs liquidity. To pay 100% cash at $12.50 per TWO share, UWMC would issue $1.3 billion in debt to access $1.7 billion in capital—a net gain of only approximately $400 million at an implied 14.0% cost of funds. By UWMC’s own admission, synergies and capital markets expertise are not driving this deal. So what is the rationale? UWMC has said that the only value they see is in TWO’s MSR book. Yet, UWMC has been the largest seller of low coupon MSR in the market over time, and sold $40 billion of low coupon MSR just last quarter. In fact, UWMC has never bought MSR from anyone. Now UWMC asks TWO to believe that it wants to acquire TWO’s MSR portfolio at a substantial premium. Why is that? UWMC’s stock has fallen by over 40% in the last six months. Whether this reflects market concerns about UWMC’s liquidity is uncertain—but it cannot be ruled out. Is this a risk worth taking when there is a $12.00 all cash, fully financed offer from CCM? There are serious questions about the value of UWMC’s MSR book. Analyst Christopher Whelan of The Institutional Risk Analyst has stated that UWMC could face a write-down of over $1 billion, representing more than two-thirds of its equity, if forced to sell its MSR at market levels. At a minimum, this raises questions in the Board’s minds about UWMC’s financial condition, its ability to finance and close the transaction, and the value of UWMC’s stock as consideration. UWMC’s latest offer was not accompanied by an increase in the commitment letter from Mizuho, so its current financing commitment does not cover the purchase price for an all-cash deal. Has Mizuho declined to further increase its commitment? 3. Why does UWMC continue to falsely claim it could close within 60 days?

UWMC has not explained how it would satisfy the regulatory change-of-control requirements applicable to TWO’s mortgage servicing licenses on the timeline it claims, including state regulatory and agency change-of-control approval requirements. UWMC has refused to answer whether it intends to close without the required regulatory approvals — which TWO believes is the only way that UWMC could close on its proposed timeline. The TWO Board would like to understand how state regulators would react to UWMC’s bold claims. No proxy materials are available, and no stockholder meeting is scheduled, related to UWMC’s proposal—stockholder approval of any UWMC transaction would need to restart. TWO stockholders deserve straight answers on closing certainty—not dissembling or aspirational and unrealistic timelines. 4. Why does UWMC continue to disparage and attack TWO’s management and Board?

UWMC suggests that TWO’s Board and management may have ulterior motives for pursuing a transaction with CCM. The truth is, regardless of the outcome of this process, no member of the TWO Board is expected to continue with the combined company, and no offers of employment have been made to, nor have any discussions taken place regarding employment of, any TWO named executive officer – whether in a deal with CCM or UWMC. For TWO’s Board, this is about doing what is right for all TWO stockholders — not deflecting from the substantive deficiencies in UWMC’s proposal that UWMC has failed to address. 5. Why is UWMC touting a reverse termination fee instead of providing certainty that it can actually close?

TWO, its Board of Directors, and TWO’s stockholders are not seeking payment for a failed deal. No amount of money can compensate TWO for the harm it would suffer if UWMC were unable to close a transaction with TWO. If UWMC was confident it could close, why would it need to offer a reverse termination fee as insurance? The offer only confirms the execution risk that UWMC claims does not exist. TWO stockholders should make no mistake: if a transaction with UWMC failed to close, TWO would suffer irreparable harm, putting TWO in severe jeopardy. No reverse termination fee can undo that damage. TWO’s Board is focused on avoiding such a catastrophic result and delivering both value AND certainty to stockholders. ISS Recommendation Overlooks Superior Certainty of CCM Agreement

TWO strongly believes that Institutional Shareholder Services (“ISS”) reached the wrong conclusion in failing to recommend that TWO stockholders vote “FOR” the CCM transaction in its May 11, 2026 report. Notably, ISS did not explicitly recommend that stockholders support either the unsolicited UWMC proposal or the pending CCM transaction, but indicated that additional engagement could potentially yield further changes to the terms of TWO’s agreement with CCM.

ISS acknowledged that, “when considered in isolation, the offer from CCM appears compelling.” The $12.00 offer from CCM is, in fact, above the high end of the implied value ranges of TWO indicated by the financial analyses of TWO’s outside financial advisor in connection with the delivery of the fairness opinion to TWO’s Board on May 7, 2026. The $12.00 per share offer from CCM is also the highest multiple relative to tangible book value that has ever been paid for a REIT like TWO.

In its March 2026 report related to the terminated UWMC transaction, ISS noted the “position of TWO shareholders as minority shareholders in the combined company, which will remain closely controlled by the founding family with a broadly concerning governance structure that lacks clear accountability mechanisms. In the absence of a meaningful premium, it is therefore difficult to identify the upside for TWO common shareholders in the proposed transaction.” Defaulting stockholders to this position with UWMC stock consideration currently worth approximately $7.58 based on UWMC’s closing trading price on May 12, 2026 is not in the best interest of stockholders.

CCM Agreement Remains Most Compelling, Certain and Actionable Path Forward

Under the terms of the agreement with CCM, as is typical, TWO is not permitted to negotiate with UWMC or any other third party unless the TWO Board determines that the Revised UWMC Proposal is, or would reasonably be expected to result in, a “Company Superior Proposal.” For the reasons outlined above, TWO’s board unanimously concluded that the Revised UWMC Proposal does not constitute, and would not reasonably be expected to result in, a “Company Superior Proposal.” TWO is permitted to ask clarifying questions on UWMC’s proposal and has done so on prior iterations of UWMC’s proposal. Notwithstanding its brash public statements, UWMC’s clarifications lacked material substance and only further highlighted the many concerning elements of its proposal.

TWO’s Board is looking out for its stockholders. None of the concerns above exist with the compelling all-cash $12.00 per share CCM transaction. The CCM merger agreement remains in full force and effect, and the Board of Directors of TWO continues to recommend that TWO stockholders vote FOR it at the Special Meeting of Stockholders scheduled for May 19, 2026.

The TWO Board firmly and unanimously believes the CCM transaction delivers enhanced, immediate, and certain value to all common stockholders, including:

$12.00 per share in cash, a $0.70 per share increase from $11.30 per share in the most recent CCM proposal. 21% premium to TWO’s unaffected share price (unaffected share price date being December 16, 2025, the last trading day prior to the announcement of a transaction with UWMC); 119% premium to TWO’s fully diluted tangible book value. An accelerated path to closing with a special meeting scheduled for next week and 35 of 53 state regulatory and agency approvals already received. TWO’s Board reiterates its unanimous recommendation that TWO stockholders vote to approve the CCM transaction at the May 19, 2026 Special Meeting of Stockholders. Stockholders who have questions or need assistance voting their shares should contact TWO’s proxy solicitor, D.F. King & Co., Inc., at (646) 677-2516 (for banks and brokers) or (888) 887-0082 (toll-free).

About TWO

TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN.

Forward Looking Statements

This communication may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,” “should,” “would,” “may,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.

Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed CCM transaction, TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed Merger. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This communication is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

PARTICIPANTS IN THE SOLICITATION

TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.

More News From Two Harbors Investment Corp.

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued a statement in response to this morning’s announcement by Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) and CrossCountry Mortgage, LLC ("CrossCountry" or "CCM"). The TWO Board has refused to engage with UWMC on its May 11 proposal to acquire Two Harbors for $12.50 per share in cash or 2.3328 shares of UWMC stock, and continues to affirm its support for getting its stockholders a lower cash value under its proposed merger with CrossCountry:

“TWO’s latest calculation of value is a smoke and mirrors ploy designed to distract TWO stockholders from the inferior value being offered by the CCM transaction. TWO is adding the value of their normal $0.34 second quarter dividend to the ‘value’ of the CCM transaction without acknowledging that the same $0.34 dividend would be payable if TWO proceeded with UWMC. An apples-to-apples comparison reveals UWMC’s offer is still superior. It seems there is no limit to the lengths the TWO Board will go to protect a management-enriching deal with their preferred partner while ignoring their fiduciary duty to stockholders. TWO stockholders should not fall for this desperate, deceptive Hail Mary attempt by their Board.”

“UWMC is disappointed that TWO’s Board continues to refuse to engage with UWMC, except through misleading press releases. UWMC welcomes the opportunity to engage directly with the TWO Board and their advisors to address any and all supposed concerns they have with UWMC’s proposal and to continue negotiating for the benefit of TWO shareholders. Under these circumstances, TWO shareholders should demand TWO engage with UWMC and vote AGAINST the inferior CCM transaction.”

How to Vote

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all stockholders to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

If you have already voted for TWO’s proposals relating to the Proposed CCM Merger on TWO’s proxy card, you have every right to revoke such proxy card by (i) completing, signing, dating and returning a later dated BLUE Proxy Card, (ii) voting via the Internet or by telephone by following the instructions on the enclosed BLUE Proxy Card at www.okapivote.com/TWO or toll free at (844) 343-2621, (iii) submitting written notice of the revocation to TWO’s Corporate Secretary or (iv) attending the special meeting and voting your shares online.

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

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

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may 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. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

UWMC Reminds Two Harbors Stockholders to Vote the Blue Proxy Card Against the Inferior CrossCountry Transaction Today UWM Holdings Corporation (“UWMC”) (NYSE: UWMC), today urged all stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to VOTE AGAINST the CrossCountry Mortgage (“CCM”) merger proposal on UWMC’s BLUE proxy card in connection with the special meeting to be held at 10:00 a.m. ET on May 19, 2026.

As the deadline to vote rapidly approaches, UWMC reminds TWO stockholders that:

UWMC’s proposal offers stockholders $12.50 per share, while preserving the ability to elect to receive 2.3328 shares in UWMC stock for those stockholders that want stock consideration. Despite TWO’s various contorted, hollow and misleading arguments, $12.50 is more than $12.00, adjusted for the interim period dividend. A stock election is a benefit of UWMC’s proposal. TWO stockholders should have the freedom to choose to receive consideration in either cash or stock, and this option to participate as an investor in the combined company is not provided in the CCM merger. That option does not preclude any stockholders from choosing the cash consideration at a higher value than the CCM deal. UWMC has strong financing supported by a committed, unsecured bridge facility from Mizuho that is not subject to any financing condition, ratings triggers, collateral pools, borrowing-base tests, advance rate mechanics, or market-conditioned funding contingency. Mizuho also removed customary due diligence conditions that TWO questioned. UWMC is further supported by significant cash on its balance sheet and additional sources of liquidity. Stockholders can verify UWMC’s strong position by reviewing its publicly filed financials, which provide transparency and certainty not provided by CCM. There is an expeditious path to completion with UWMC, given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire TWO. The TWO Board admitted to ISS that it was unlikely a transaction with UWMC would be derailed in the regulatory approval process. We intend to close a transaction within approximately 2 months of signing an agreement. The TWO Board has conducted a pattern of bad-faith dealing, refusing to engage with UWMC even after repeated improvements to UWMC’s proposals. As a result of its intransigence, the TWO Board has only achieved the minimum value possible for its stockholders. It is unconscionable for the TWO Board not to engage with the primary driver of value throughout this process. The CCM transaction features golden parachutes in the range of $35 million as a reward for Two Harbors management – not stockholders – and may be the only real motivation for refusing to engage around superior proposals from UWMC. As leading proxy advisor Glass Lewis wrote, “shareholders should question whether the size of these awards is the best use of Company capital, and whether executives are entering this deal with the best interests of long-term shareholders in mind, or whether this excessive personal payday has shaped their judgment.” UWMC is eager to engage directly with the TWO Board and their advisors to address any concerns they have with the terms of UWMC’s proposal and stands ready to work quickly to negotiate and consummate an agreement that achieves the best value for TWO stockholders. All three leading independent proxy advisors – ISS, Glass Lewis and Egan-Jones – agree that stockholders should vote AGAINSTthe CCM transaction because the TWO Board has not conducted a value-maximizing process, and engagementwith UWMC’s superior proposal is the best path forward. All three also recommended that stockholders vote AGAINST the accelerated management compensation packages. How to Vote

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all stockholders toVOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today. Voting AGAINST the CCM Merger Proposal and demanding the TWO Board engage with UWMC is the only way for stockholders to preserve the opportunity to achieve greater value.

IT’S NOT TOO LATE TO CHANGE YOUR VOTE

If you have already voted for TWO’s proposals relating to the Proposed CCM Merger on TWO’s proxy card, you have every right to revoke such proxy card by (i) completing, signing, dating and returning a later dated BLUE Proxy Card, (ii) voting via the Internet or by telephone by following the instructions listed on your proxy card or voting instructions form, (iii) submitting written notice of the revocation to TWO’s Corporate Secretary or (iv) requesting a “legal proxy”, attending the special meeting and voting your shares online.

The deadline for voting on the BLUE Proxy Card via the Internet or by telephone is 11:59 p.m. Eastern Time tonight, May 18, 2026. You may also vote by attending the special meeting and voting your shares online by following the instructions available on the meeting website. If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi, by calling (844) 343-2621 (Toll Free for stockholders) or (212) 297-0720 (Collect for Banks and Brokers), or by email at [email protected].

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

ONLY YOUR LAST SUBMITTED AND RECEIVED VOTE WILL COUNT AT THE MEETING.

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

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may 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. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260518861635/en/

UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued a statement regarding the special meeting of the stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to vote on TWO’s proposed merger with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM") following its adjournment to May 28, 2026.

UWMC still has received no engagement from the TWO Board regarding UWMC’s proposal to acquire Two Harbors for the superior offer of $12.50 per share in cash or 2.3328 shares of UWMC stock. UWMC reaffirms its recommendation that TWO stockholders should vote AGAINST the proposed CCM transaction on UWMC’s BLUE proxy card and urge the TWO Board to engage with UWMC as its best path to maximize value for TWO stockholders.

The statement reads as follows:

“The clear message from TWO stockholders at the May 19 Special Meeting has fallen on deaf ears. The TWO Board did not secure stockholder approval for the CCM transaction at the meeting, yet it inexplicably still refuses to engage with UWMC.

“Since December, the TWO Board has repeatedly recommended transaction terms that were later displaced by higher-value proposals generated by UWMC’s pressure. That record speaks for itself. Even if CCM now improves its offer, TWO stockholders still cannot have confidence that the Board has run a value-maximizing process unless it finally engages directly with UWMC.

“Time and time again, TWO has favored a transaction with outsized cash payments to management and used stockholder money to pay high-priced advisors to try and justify it. As May 19 showed, TWO stockholders are not buying it. Nor are all three leading, independent proxy advisors, each of which has recommended a vote AGAINST the CCM transaction. A delay is not a process, and a last-minute improvement is not value maximization.

“UWMC’s proposal offers more value and more optionality. Anything short of good-faith engagement with UWMC on a level playing field will not serve the best interests of TWO stockholders. UWMC urges TWO stockholders to continue making their voices heard by voting AGAINST the inferior CCM transaction on the BLUE proxy card at the rescheduled May 28 special meeting. A vote AGAINST preserves the only pathway to maximizing the value: forcing the Board to engage with UWMC.”

How to Vote

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all TWO stockholders toVOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

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

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

ONLY YOUR LAST SUBMITTED AND RECEIVED VOTE WILL COUNT AT THE MEETING.

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

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may 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. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260522818914/en/

TWO Board Continues to Ignore Will of Stockholders and Conducts Delay Tactics Instead of Engaging with UWMC on its Offer That Provides Higher Value than CCM’s Best and Final

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued a statement regarding the second adjournment of the special meeting of the stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to vote on TWO’s proposed merger with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM").

The statement reads as follows:

“Today’s second adjournment demonstrates unequivocally that TWO stockholders understand what their Board refuses to acknowledge: engagement with UWMC is the only way that TWO stockholders can be assured of getting the best value. It should be abundantly clear by now that TWO stockholders do not want the inferior CCM transaction, which CCM has declared to be its best and final offer, nor do they want more adjournments and delays. It’s high time the TWO Board listens to their stockholders and engages in good faith negotiations with UWMC – something which the TWO Board, contrary to its assertions, has steadfastly refused to do for months.

“As the TWO Board stated itself, it ‘will, consistent with its fiduciary duties, consider in good faith any actionable all-cash, fully financed proposal from UWMC.’ UWMC has made a proposal meeting all such requirements – a superior offer of $12.50 per share in cash or 2.3328 shares of UWMC stock compared to CCM’s best and final offer of $12.00 per share, with a pro-rated stub dividend – and if TWO disagrees in any respect, UWMC invites TWO to open, good faith discussions to achieve the best result for TWO stockholders. In fact, it is the TWO Board that has the power to provide certainty to its stockholders, as it can terminate the CCM transaction in accordance with its terms only after securing an alternative agreement with UWMC, following direct negotiations to maximize value for TWO stockholders.

“The TWO Board and its advisors have run a failed process, put management’s interests ahead of stockholders’ and wasted stockholder capital on advisor fees and delaying tactics. In a textbook example of disfranchisement, Chairman Kasnet has adjourned the meeting despite the fact that a quorum was present and the shareholders voted against doing so. We call on the TWO Board yet again to do the right thing, engage with UWMC and work constructively towards a transaction or transactions that will get the most value for TWO stockholders.

“UWMC continues to recommend that TWO stockholders vote AGAINST the inferior CCM transaction and demand that their Board engage with UWMC, as this is the only path to maximizing stockholder value.”

How to Vote

UWMC reaffirms its recommendation that TWO stockholders should vote AGAINST the proposed CCM transaction on UWMC’s BLUE proxy card and urge the TWO Board to engage with UWMC as its best path to maximize value for TWO stockholders.

UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.

We urge all TWO stockholders to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi Partners, 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!

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM’s ability to sell loans in the secondary market; (viii) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (xv) UWM’s ability to continue to attract and retain its broker relationships; (xvi) UWM’s ability to implement technological innovation, such as AI in our operations; (xvii) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xviii) reliance on third-party software and services; the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xix) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xx) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the “SEC”) including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on May 14, 2026 (the “Proxy Statement”) with the SEC in order to solicit proxies against the Proposed CCM Merger and other proposals to be voted on by TWO stockholders at the special meeting of TWO stockholders to be held to approve the Proposed CCM Merger. UWMC may file amendments or supplements to the Proxy Statement and one or more registration statements, proxy statements, tender or exchange offers or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer document, prospectus or other document UWMC and/or Two Harbors may 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. Investors and securityholders of UWMC and Two Harbors will be able to obtain copies of these documents if and when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about UWMC and Two Harbors, without charge, at the SEC’s website (http://www.sec.gov). Copies of the documents filed with the SEC by UWMC will be available free of charge under the SEC Filings heading of the Investor Relations section of UWMC’s website at https://investors.uwm.com.

Participants in the Solicitation

UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the SEC. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the year ended December 31, 2025, and UWMC’s proxy statement, dated April 24, 2026, for its 2026 annual meeting of stockholders (the “UWMC 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Executive Compensation”, “Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC 2026 Proxy. Any changes in the holdings of UWMC’s securities by UWMC’s directors or executive officers from the amounts described in the UWMC 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the UWMC 2026 Proxy and are available at the SEC’s website at www.sec.gov.

Announces Postponement of Special Meeting to June 23 to Permit Further Engagement with UWMC

CCM Waives Non-Solicitation Provisions in Merger Agreement to Enable Direct Engagement on Potential All Cash Transaction with UWMC and Resolve Any Lingering Questions for TWO Stockholders

UWMC’s Stock Has Collapsed to Its All-Time Low—Its $12.50 per Share Headline Does Not Tell the Full Story

TWO Board Continues to Recommend CCM’s $12.00 per Share All-Cash Offer Plus Stub Dividend

NEW YORK--(BUSINESS WIRE)--Two Harbors Investment Corp. (NYSE: TWO) today announced that its Board of Directors has postponed the Special Meeting to June 23, 2026 to allow for further solicitation and engagement with UWM Holdings Corporation (NYSE: UWMC).

The Board unanimously continues to urge stockholders to vote FOR the transaction with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”).

The $6.04 Reality

UWMC claims to offer “$12.50 per share in cash, or if a stockholder chooses, 2.3328 shares of UWMC stock.” This is backwards. In fact, stockholders who fail to make a timely, affirmative election in correct form would get UWMC stock, not cash.

TWO expects approximately 25–30% of stockholders would fail to make timely elections.1 TWO believes UWMC is counting on that in order to issue devalued stock at the expense of TWO stockholders.

TWO continues to consider the default stock consideration a non-starter and inconsistent with its fiduciary duties to all stockholders, and has communicated this repeatedly. UWMC’s stock closed June 5, 2026 at $2.59—a new all-time low. At that price, the UWMC stock that non-electing stockholders would receive by default is worth just $6.04 per share, less than half of its $12.50 headline price.

Keefe, Bruyette & Woods (“KBW”) in its June 4, 2026 note about UWMC concluded that the “acquisition of TWO no longer appears compelling if it’s largely for cash.” They went further, stating that “[a]ny upside would come only if some TWO shareholders default to stock.” This explains why UWMC still has not put forth an all-cash offer and, instead, keeps inventing convoluted proposal structures that default to stock: because it appears to be a critical feature of its offer. KBW also noted that a UWMC dividend cut is probable, given that dividends currently exceed earnings.

We Have Been Down This Road Before

In December 2025, TWO signed a merger agreement with UWMC. At announcement, that deal was worth $11.94 per TWO share. Three months later, as UWMC’s stock deteriorated to approximately $3.50, the value had collapsed to less than $8.25 per TWO share, approximately 20% below TWO’s book value. ISS recommended stockholders vote against the deal. TWO terminated in order to accept a certain, all-cash offer with no stock volatility risk to TWO stockholders.

Now UWMC is back proposing the exact same exchange ratio for the default consideration. But everything else has gotten worse:

UWMC stock has fallen 50%, to an all-time low of $2.59, from $5.12 in December 2025. Reported leverage increased from 2.45x reported for Q3 2025 to 3.18x reported for Q1 2026, an all-time high, and well above peer levels of 1.0x to 1.5x. Fitch has downgraded UWMC’s credit outlook twice in four months, citing increasing corporate leverage. UWMC credit spreads continue to widen, from 250 bps in December to ~460 bps (for the 6.5% of 3/31), which is 185 bps wider than CCM’s bonds (6.5% of 10/30)—nearly the widest gap on record—up from a spread differential of just 35 bps in December 2025. Bloomberg’s Corporate Default Risk Model shows that UWMC has a 1-year default probability of 5.75%, up from 1.2% on December 16, 2025. UWMC’s own CEO recently said about a transaction with TWO: “If I would have known what I know now about how little value the rest of the company was, I wouldn’t have pursued it.” The TWO Board agrees—if it had known then what it knows now about UWMC’s financial condition and the value of its stock, the Board would not have agreed to UWMC stock as consideration in December either.

The Path Forward Is Clear

Given what it knows now, the TWO Board cannot in good conscience, and consistent with its fiduciary duties, recommend any transaction in which TWO stockholders end up owning stock in UWMC—a controlled company whose stock continues to decline and whose credit risk continues to increase.

The TWO Board has been clear in what it requires: all cash, to all stockholders, no stock component. Fully committed financing to cover the entire $12.50 per share in cash, including all termination and transaction fees, along with definitive documents.

TWO is prepared to engage immediately and directly, CEO and Chairman to CEO and Chairman, to discuss that proposal. CCM has agreed to waive the non-solicitation provisions of its merger agreement through close of business on Friday, June 12, to permit this engagement.

To be clear: the TWO Board has not determined that any UWMC proposal is, or would reasonably be expected to be, superior to the CCM transaction. The postponement of the Special Meeting is intended to provide additional time for solicitation and, if UWMC is prepared to make an actionable all-cash offer with no stock component, to engage with UWMC on its proposal.

If UWMC cannot make that offer, then UWMC should step aside and allow TWO stockholders to vote on the only actionable transaction before them.

The Choice

CCM: $12.00 per share in all cash to every stockholder, plus a pro-rated stub dividend for the quarter in which the transaction closes. The CCM transaction has no election, no UWMC stock, is fully financed, has 85% of regulatory approvals secured (46 of 53 state and agency approvals) and HSR early termination obtained, and is well-positioned to close in August 2026. UWMC: A non-binding proposal for $12.50, but only if stockholders affirmatively elect cash. Otherwise $6.04 in volatile stock that has declined by approximately 50% since December 2025. The UWMC proposal offers no stub dividend and would restart the regulatory process from scratch—120-day minimum advance notice after definitive contract signed for mortgage servicing license approvals. It also has higher credit risk and default probability than CCM, and UWMC stock just hit a new all-time low of $2.59. CCM has made clear: $12.00 plus the stub dividend is its best and final offer. If stockholders reject it, CCM may walk away.

The alternative to CCM is not a better deal. It is no deal at all.

Vote FOR the CCM transaction on the WHITE proxy card on or before June 23.

About TWO

TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN.

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,” “should,” “would,” “may,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press release. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; and that TWO may be adversely affected by other economic, business or competitive factors. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the SEC’s website at www.sec.gov.

Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed CCM transaction, TWO filed with the SEC a Proxy Statement. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This press release is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

PARTICIPANTS IN THE SOLICITATION

TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.

1 TWO estimate based on TWO’s retail and institutional ownership composition, applied to historical voting participation rates of approximately 28% for retail holders and approximately 77% for institutional holders, as reported in Broadridge Financial Solutions, Broadridge ProxyPulse, 2025 Proxy Season Report.

More News From Two Harbors Investment Corp.

Mortgage lenders have spent the past two years waiting for lower interest rates. So far, they've been disappointed.

The Federal Reserve has largely held rates steady, and mortgage rates remain elevated. Freddie Mac recently reported the average 30-year fixed mortgage rate at 6.48%, a level that continues to weigh on housing affordability and suppress refinancing activity.

That's a difficult backdrop for most lenders. Yet UWM Holdings (UWMC +1.46%) continues to gain market share.

A winning strategy Unlike a lot of lenders that work directly with consumers, UWM operates exclusively through independent mortgage brokers, an important distinction.

Most mortgage lenders spend enormous amounts of money trying to find borrowers. UWM lets mortgage brokers do that work. So by focusing exclusively on the broker channel, the company can originate more loans with a leaner cost structure, giving it a competitive advantage when industry volumes are weak and competition is intense.

That strategy appears to be paying off, as the company's purchase-market share has continued to expand.

In Q1, 2026, UWM originated $44.9 billion in mortgages, up from $32.4 billion during the same period last year. The company also generated $170.4 million in net income, a significant improvement from a net loss of $247 million in Q1, 2025.

Of course, the question remains: Can UWM continue growing if mortgage rates remain stuck near current levels?

One reason for optimism is scale.

Image source: Getty Images.

Leveraging scale Mortgage lending is a highly competitive business, and elevated rates have reduced overall industry volumes. That often creates a difficult environment for smaller lenders, which have to spread fixed costs across fewer loans.

UWM, however, benefits from being the nation's largest mortgage lender. The company can leverage its scale, technology platform, and broker network to process large loan volumes more efficiently than many of its competitors. And that advantage has helped support margins.

In Q1, UWM reported a gain margin of 123 basis points, compared with 94 basis points a year earlier. Gain margin measures how much profit a lender earns when originating and selling a mortgage. Higher margins can help offset weaker industry volumes.

Of course, there are risks. UWM carries a significant amount of debt, which can become a bigger concern if the housing market remains weak for an extended period.

There's also the matter of insider selling. CEO Mat Ishbia has sold a substantial amount of stock in recent years. To be fair, executives sell shares for all sorts of reasons, including diversification and tax planning. But when a heavily leveraged company operates in a cyclical industry, large insider sales are hard to ignore.

Today's Change

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2.42

And if mortgage rates remain elevated for an extended period, refinancing activity could stay muted for years. The housing market is still constrained by affordability challenges. Existing-home sales remain well below historical norms, and many homeowners are reluctant to give up the mortgages they got during the low-rate environment of 2020 and 2021.

Still, UWM doesn't necessarily need a housing boom to succeed.

The company simply needs to continue executing in the purchase market, where it has steadily expanded its share over the past several years.

Lower interest rates would almost certainly provide a tailwind by reigniting refinancing activity. But even if rates remain elevated, UWM's scale, broker-focused model, and growing share of the purchase market suggest the company may be better positioned than many of its peers to navigate a challenging mortgage environment.