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PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), announced that it will be submitting later today a revised proposal to the Board of Directors of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to acquire all outstanding shares of Two Harbors for $12.50 per share in cash or 2.3328 shares of UWMC stock (the “May 11 Premium Proposal”).

The May 11 Premium Proposal will provide TWO stockholders with clearly superior value compared to the proposed transaction with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”) for $12.00 per share in cash (the “Proposed CCM Merger”).

UWMC also issued an open letter to TWO stockholders outlining the May 11 Premium Proposal and urging stockholders to vote AGAINST the Proposed CCM Merger at the special meeting of stockholders on May 19, 2026. The full text of the letter is below:

May 11, 2026

An Open Letter to the Stockholders of Two Harbors Investment Corp

Dear Two Harbors Stockholders:

Since our last proposal, the TWO Board first tried to convince you that $11.30 was better than $12.00, and when that tactic apparently failed, they cut another deal with CrossCountry that did the bare minimum on the headline cash figure. Your Board could have engaged with UWMC to determine if more value could be realized for TWO stockholders or if modifications could have been made to our offer to address their concerns. We would be open to considering amendments to our terms, including a potential reverse termination fee and modifications to the election mechanism, but we can only do so through open engagement. The TWO Board refused and decided instead to just reach amendments to move the minimum cash number and preserve the date of their rapidly approaching shareholder vote, scheduled for next week even though the proposed transaction will not close for months. Why won’t the TWO Board engage? We can only assume it has something to do with protecting a deal structure that ensures immediate cash payouts for Two Harbors management in the range of $35 million on the date of close instead of negotiating higher value for stockholders. Our deal structure, on the other hand, reduces overall compensation to management and defers some of the payout, allowing us to pay higher value to stockholders. The Board has a duty to maximize value for stockholders, not to choose a path that puts more in the pockets of management. This has been their pattern with UWMC all along.

Despite the silence we have been met with from the TWO Board, today we will be submitting a new, revised proposal to the TWO Board that increases the cash consideration to $12.50 per share while preserving the ability to elect for the 2.3328 stock exchange ratio for those stockholders that want stock consideration. The $12.50 in cash is available for all stockholders if they so choose – it is not subject to any cap or proration. The choice between cash and stock is entirely up to you, but to receive cash you will have to make an election, and we encourage you to make the election that makes the most sense for your situation.

We have an expeditious path to completion. Absent further sabotage by the TWO Board or management, we intend to close a transaction within approximately 2 months of signing an agreement, 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. Had TWO’s Board negotiated with us in good faith prior to terminating the original Merger Agreement, we would have been closed by now on terms in line with what we are currently proposing.

Our offer is again a clearly superior offer, providing higher value for stockholders on a cash basis, preserving optionality for equity consideration for those that prefer it, and maintaining a tight timeline to close. But you may never realize maximum value if your Board remains unwilling to negotiate. Seemingly, the only way to get them to do so is to vote No at the upcoming meeting.

Why is your Board blocking a mechanism for true price discovery?

UWMC HAS BEEN THE DRIVER OF VALUE FOR TWO STOCKHOLDERS

If not for UWMC, the TWO Board would have sold the Company for $10.80 per share. UWMC’s additional bids of for the cash election of $11.30, $12.00 and now $12.50 per share, while preserving the stock election component were made without engagement by the TWO Board, which instead withheld detailed information from stockholders to continue recommending inferior deals and stating that they were in the best interest of stockholders.

The eventual price increase by CCM demonstrates that UWMC proposals were in fact superior all along. TWO could have engaged with UWMC under the merger agreement to determine if a better deal for stockholders could be achieved or if your Board’s concerns could be addressed. Instead, the Board tried to convince stockholders as recently as May 6 that $11.30 was somehow better than $12.00.

The result of the TWO Board’s repeated efforts to preserve the CCM deal is that they merely achieve the minimum value offered rather than conducting a process that truly maximizes value. TWO stockholders should not accept the same playbook with our $12.50 per share offer.

The TWO Board has repeatedly taken the stance that UWMC’s offers are not reasonably likely to lead to a superior proposal. While the amendments to the CCM deal show this is nonsensical, the path forward for the Board should now be abundantly clear: The Only Way For TWO Stockholders To Maximize Value is to VOTE NO at the Special Meeting. You have the power to make the TWO Board conduct a value maximizing process and finally engage with their value driver, UWMC.

Preliminary Proxy Statement and How to Vote

UWMC has filed preliminary proxy statement materials in connection with its solicitation of proxies from TWO stockholders to vote AGAINST approving the Proposed CCM Merger at the special meeting scheduled for May 19, 2026. We intend to amend our proxy materials to reflect the details of our latest proposal.

We encourage TWO stockholders to read UWMC’s preliminary proxy statement and updated materials carefully (and, when it becomes available, the definitive proxy statement) and vote AGAINST the Proposed CCM Merger on Two Harbors’ proxy card until UWMC’s proxy card becomes available as soon as this week. We believe the Proposed CCM Merger is NOT in the best interests of TWO’s stockholders and that the Board needs to engage with UWMC if there is any hope of maximizing value for stockholders.

As such, we believe TWO’s stockholders should vote AGAINST the Proposed CCM Merger, AGAINST a non-binding advisory proposal to approve compensation to TWO’s named executive officer based on the Proposed CCM Merger, and AGAINST a proposal to approve any adjournment of the special meeting to a later date to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with the approval of the Proposed CCM Merger.

You do not have to wait for UWMC’s proxy card.

You can vote AGAINST the Proposed CCM Merger today by using Two Harbors’ proxy card.

Only your last submitted and received vote will count at the meeting.

In closing, UWMC’s latest proposal provides the highest value for TWO stockholders, and engagement with UWMC is the only way TWO’s Board and management team can be certain they are fulfilling their fiduciary duty to maximize value for stockholders. We respectfully ask that TWO stockholders:

Read our Preliminary Proxy Statement (and when it becomes available, the definitive proxy statement) so that you can get full information on the deal the TWO Board is pushing you to accept and their refusal to engage fairly and openly with UWMC. VOTE AGAINST THE INFERIOR CCM MERGER AT THE SPECIAL MEETING ON MAY 19 USING TWO HARBORS’ PROXY CARD and send a message to the Board that you want them to engage in good faith with UWMC to achieve maximum value for stockholders, not continue to accept the minimum offer. We thank you for your attention.

Sincerely,

UWM HOLDINGS CORPORATION

Adam Wolfe
Corporate Secretary

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 preliminary proxy statement on Schedule 14A on May 4, 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.

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Concludes TWO Board Has Not Capitalized on Competing UWMC $12.50 Bid

Agrees with UWMC That Best Way for TWO Stockholders to Maximize Value is for TWO Board to Engage with UWMC

Also Recommends AGAINST Golden Parachute Proposal and Proposal to Allow Adjournment of Meeting

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC”) (NYSE: UWMC), today announced that Institutional Shareholder Services (“ISS”), a leading independent proxy advisory firm, has recommended that stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) VOTE AGAINST the CrossCountry Mortgage (“CCM”) merger proposal at the upcoming special meeting on May 19, 2026, reaffirming the higher value of UWMC’s $12.50 or stock upside offer for stockholders.

UWMC appreciates ISS’s independent evaluation and the recommendation to vote AGAINST the CCM merger. The report underscores significant concerns surrounding the TWO Board’s process and the CCM transaction and that the transaction may deprive stockholders from achieving maximum value if not voted down by TWO stockholders at the upcoming May 19 special meeting.

Importantly, ISS noted the following in its report:

“Ultimately, a review of the process does not provide shareholders with reason to be fully comfortable with the [TWO] board's approach. As a case in point, the board has entered into two agreements with CCM over the past six weeks that were subsequently displaced by better offers. The board has now entered into a third agreement, which matched the competing offer made by UWMC.” “The [TWO] board has not capitalized on the competing bids from UWMC by engaging with the parties in a way that provides shareholders with assurance the best terms have been extracted. Thus, it appears that shareholders would be better off rejecting the proposed transaction at this time, as a signal to the board to engage more productively with the parties. A vote against the proposed transaction is therefore warranted.” “It is difficult to identify convincing evidence that [the CCM transaction] is now full value, or that the board even attempted to extract the best terms possible.” All of this is to say that the board's approach does not appear to be one that will facilitate full price discovery, and that shareholders would likely benefit from an approach that includes UWMC in a more direct manner. “Not only has UWMC presented a competing offer with a higher headline value, but its presence has been the catalyst for two improvements to the offer terms” ISS also recommended that stockholders vote AGAINST the Non-Binding Compensation Advisory Proposal, stating that “[s]upport for the golden parachute proposal is not warranted, given concerns around equity vesting acceleration.” Finally, ISS recommended AGAINST the Adjournment Proposal at the special meeting.

UWMC’s offer brings higher value to the table, and UWMC remains confident that rejecting the CCM merger is the best path to preserving value and optionality for TWO stockholders. TWO stockholders deserve value maximization, and the best way to achieve that is to vote AGAINST the CCM $12.00 per share merger proposal.

UWMC encourages all TWO stockholders to review its preliminary proxy statement and updated materials carefully (and, when it becomes available, the 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 use Two Harbors’ proxy card until UWMC’s proxy card becomes available as soon as this week to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

You do not have to wait for UWMC’s proxy card.

You can vote AGAINST the Proposed CCM Merger today by using Two Harbors’ proxy card.

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 preliminary proxy statement on Schedule 14A on May 4, 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.

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TWO Board Refuses to Acknowledge the Obvious: $12.50 is Better Than $12.00

Both Leading Independent Advisory Firms, ISS and Glass Lewis, Recommend that Two Harbors Stockholders Vote AGAINST CrossCountry Mortgage Merger

ISS and Glass Lewis Analyses Underscore What UWMC Has Been Saying All Along – the TWO Board Can Only Maximize Value by Truly Engaging with UWMC

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued a statement calling out the egregious corporate governance of the Board of Directors of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO), which today announced it has rejected UWMC’s May 11 proposal to acquire Two Harbors for $12.50 per share in cash or 2.3328 shares of UWMC stock, and reaffirmed support for getting its stockholders 50 cents less per share under its proposed merger with CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”), hereinafter the (“Proposed CCM Merger”):

“The TWO Board’s latest announcement represents a complete and illogical distortion of the duties it owes its stockholders. Just days after failing to convince TWO stockholders that $11.30 was more than $12.00, TWO is now trying to convince them that $12.00 is better than $12.50. It is simply astounding for this Board to say with a straight face – again – that a superior cash bid from UWMC could not reasonably be expected to lead to a `Company Superior Proposal' when prior offers from UWMC directly led to price increases by CCM. This is just the latest example of the TWO Board’s egregious conduct, and it’s not surprising that their position has been roundly rejected by both ISS and Glass Lewis.

“Instead of engaging, the TWO Board has concocted a series of misleading arguments to distract from the superior value that is on the table. They have also hired additional financial advisors at the expense of shareholders to provide cover for their outlandish logic to continue recommending the inferior CCM deal. We believe the only plausible explanation to recommend less for stockholders and refusing to negotiate with UWMC are the huge, accelerated management compensation packages that are part of the Proposed CCM Merger and have just been called out by Glass Lewis as `excessive.'”

The arguments put forth today by the TWO Board for refusing to engage simply do not add up – and have been rejected by ISS and Glass Lewis. For example:

The Ability to Elect Stock is a Feature of Our Offer, not a Flaw. The TWO Board is obfuscating the fact that under UWMC’s proposal, any TWO shareholder that wants cash can get cash. And more of it. In the words of Glass Lewis: “the May 11 UWMC proposal not only offers a higher cash consideration compared to the CCM Agreement, but it provides Two Harbors shareholders with a strategic alternative, not provided under the CCM Agreement, that allows Two Harbors investors to become part of the enlarged entity, should they wish to do so.” When in the history of financial transactions, has a free option been a negative as the TWO Board’s financial advisor would seemingly have you believe? Has it dawned on the TWO Board that at closing, the stock value could be worth more than the cash election, as it was prior for much of the time Two Harbors was under contract with UWMC and before TWO’s management commenced its actions in breach of that contract? UWMC Has the Financial Strength to Close. UWMC did not amend its financing package when it raised its proposal to $12.50 because it does not need to. It has more than enough cash to close the transaction based on its current financing and cash on hand. UWMC’s financing is “not subject to any financing condition, ratings triggers, collateral pools, borrowing-base tests, advance rate mechanics, or market-conditioned funding contingency. This argument is a red herring. But don’t take our word for it, as Glass Lewis stated; “UWMC possesses adequate cash and cash equivalents ($424 million as of March 31, 2026) and a sufficiently solid financial position…to execute its financial obligations under the May 11 UWMC Proposal…” TWO Misrepresents the Regulatory Risk. The TWO Board is speaking out of both sides of its mouth. They claim, “TWO stockholders deserve straight answers on closing certainty,” from UWMC, yet according to ISS, “during engagement with ISS (held on May 6), TWO suggested that a transaction with UWMC was unlikely to be derailed in the regulatory approval process.” The only entity not giving straight answers is the TWO Board itself. UWMC Can Close in 60 Days. We intend to close a transaction within approximately 2 months of signing an agreement, 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. Our view is based on the fact that we have previously received more than 50% of state regulatory approvals before TWO terminated our agreed-upon transaction, as well as positive feedback from nearly all remaining states. We believe we will be able to expeditiously get all necessary approvals. TWO’s Golden Parachutes Are “Excessive.” UWMC is calling out the TWO Board’s compensation packages because we believe it is the only reason a board would ignore repeated, higher cash bids. And ISS and Glass Lewis agree. Both independent proxy advisors have recommended that these packages be rejected. A Reverse Break Up Fee is a Benefit. UWMC is “touting” the fee because it helps address the made-up arguments that there is a risk that a deal with UWMC can close. The fact is that TWO already has agreed to a deal with UWMC (before it chose to terminate that deal to go with CCM) and stated in its SEC filings that it believed the deal would close. It is the height of hypocrisy for TWO to suggest now that the opposite is true. UWMC continued:

“TWO’s refusal to engage with UWMC is consistent with the bad-faith dealing TWO has exhibited over the last several months, including while under binding merger agreement with UWMC. Don’t forget the TWO Board’s improper conduct and decision-making cost stockholders $375 million in the Pine River settlement, well over $3.50 per share, more than double the termination fee they would have owed. The fact is that TWO could have resolved its laundry list of questions by simply picking up the phone and negotiating with UWMC, rather than complaining in a public press release. As stated previously, UWMC is open to negotiating amendments to its terms, including modifications to the cash-stock election and a potential termination fee, but it cannot do so with a Board that has buried its head in the sand.”

“The decision before stockholders on May 19 is the Proposed CCM Merger. ISS and Glass Lewis recommended AGAINST the Proposed CCM Merger precisely because Two Harbors’ Board and management have abdicated their duties and refused to engage UWMC. TWO’s Board is the poster child for poor corporate governance and bad faith conduct at the expense of their stockholders. TWO stockholders should exercise their power to VOTE NO on the CrossCountry deal and preserve their opportunity to maximize value.”

Glass Lewis Recommends Two Harbors Stockholders Vote AGAINST CCM Merger

UWMC also announced that Glass, Lewis & Co. LLC (“Glass Lewis”), a leading independent proxy advisory firm, has recommended that TWO stockholders VOTE AGAINST the CrossCountry Mortgage (“CCM”) merger proposal at the upcoming special meeting on May 19, 2026.

UWMC appreciates Glass Lewis’s independent evaluation and the recommendation to vote AGAINST the CCM merger, AGAINST the Golden Parachute Proposal and AGAINST the Proposal to Allow Adjournment of Meeting. The report provides additional validation that the Proposed CCM Merger is NOT in the best interest of TWO stockholders, and that open engagement with UWMC is the only way to maximize value.

Importantly, Glass Lewis noted the following in its report:

“[T]he May 11 UWMC Proposal offers comparatively similar certainty of success to the CCM Agreement, but a better, uncapped, cash alternative to Two Harbors shareholders. Further, it offers those Two Harbors shareholders who would prefer to continue retaining exposure to Two Harbors' future potential upside in the context of a merger with UWMC a possibility to do so, through the election of the May 11 Equity Option. Consequently, the May 11 UWMC Proposal appears, in aggregate, as a superior alternative proposal to the CCM Agreement as currently amended.” “[S]hareholders would be better served by rejecting the proposal, considering the existence of UWMC's May 11 proposal.” “Golden parachute payments make up approximately 25.3% of the equity premium of the merger, which shareholders may consider excessive. Although the Company may have been contractually and legally obligated to make these payments due to employment agreements, 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.” How to Vote

UWMC encourages all TWO stockholders to review its preliminary proxy statement carefully (and, when it becomes available, the 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 use Two Harbors’ proxy card until UWMC’s proxy card becomes available as soon as this week to VOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal to preserve the opportunity to achieve greater value by engaging with UWMC’s superior proposal.

You do not have to wait for UWMC’s proxy card.

You can vote AGAINST the Proposed CCM Merger today by using Two Harbors’ proxy card.

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 preliminary proxy statement on Schedule 14A on May 4, 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.

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UWMC’s Superior Proposal Offers TWO Stockholders More Value, More Certainty and More Optionality

All Three Independent Proxy Advisors – ISS, Glass Lewis and Egan-Jones – Recommend Stockholders Vote AGAINST the CrossCountry Deal

TWO Board Has Refused to Engage Constructively with UWMC and Has Failed to Conduct a Value-Maximizing Process for Stockholders

It is Not Too Late for TWO Stockholders to Change Their Vote

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--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 AGAINST the CCM transaction because the TWO Board has not conducted a value-maximizing process, and engagement with 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 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. 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.

More News From UWM Holdings Corporation

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TWO’s Failure to Secure Vote for CCM Transaction Sends Clear Message: TWO Board Should Engage with UWMC Once and For All

TWO Board’s Flawed Process Has Repeatedly Failed to Maximize Stockholder Value

Even if CCM Improves its Inferior Offer, TWO Stockholders Cannot Be Sure They Are Receiving Highest Possible Value

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--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 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, 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.

More News From UWM Holdings Corporation

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TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today announced an adjournment of its Special Meeting of Stockholders to provide additional time to continue engaging with stockholders and solicit additional proxies in favor of TWO’s acquisition by CrossCountry Intermediate Holdco, LLC, a Delaware limited liability company and an affiliate of CrossCountry Mortgage, LLC (“CCM”). Stockholders who have not yet voted or submitted proxies are encouraged to do so as soon as possible.

The TWO Board of Directors determined, and continues to believe, that the pending CCM transaction is in the best interests of the TWO stockholders and unanimously recommends stockholders support the CCM transaction and vote “FOR” each proposal at the Special Meeting. Stockholders who have previously voted in favor of the CCM transaction need take no further action.

Special Meeting Details

The Special Meeting, originally scheduled for May 19, 2026 and subsequently adjourned to May 28, 2026, has been further adjourned until June 11, 2026 at 10:00 a.m. Eastern Time. It will be held virtually at TWO’s Special Meeting website, www.virtualshareholdermeeting.com/TWO2026SM. The record date for the adjourned Special Meeting of Stockholders remains April 15, 2026.

The additional time will enable TWO to continue its stockholder outreach efforts and allow more stockholders to participate in this important vote. TWO encourages all stockholders who have not yet voted to do so promptly.

Proxies previously submitted in connection with the CCM transaction will be voted at the reconvened meeting unless properly revoked. Stockholders who have not already voted or wish to change their votes are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card.

The CCM Transaction: Certain Value, Committed Financing, Advanced Approvals

On March 27, 2026, TWO and CCM entered into a definitive merger agreement for CCM to acquire all outstanding shares of TWO common stock in an all-cash transaction.

Through continued negotiations, the TWO Board secured two price increases from CCM—from $10.80 to $11.30 and then to $12.00 per share—representing a 21% premium to TWO’s unaffected share price and a 19% premium to TWO’s fully diluted tangible book value.1 TWO common stockholders will receive a pro-rated stub dividend for the quarter in which the transaction closes, providing additional cash value beyond the $12.00 per share merger consideration. Holders of TWO preferred stock will have their shares redeemed at $25.00 per share, plus accumulated and unpaid dividends. The CCM transaction is fully financed with no financing contingency—it is a fully-committed, signed agreement. The CCM transaction is also well advanced toward closing. The parties received early termination of the HSR waiting period on May 21, 2026, and 41 of the 53 required state and agency regulatory approvals have been obtained. The TWO Board’s Engagement with UWMC

Notwithstanding the narrative from UWM Holdings Corporation (NYSE: UWMC) (“UWMC”), the TWO Board has engaged with UWMC throughout a lengthy, competitive process involving numerous independent legal and financial advisors. The Board has repeatedly identified and communicated the core deficiencies in UWMC’s various proposals, including structural issues, inadequate deal certainty, regulatory process, and employee attrition and business continuity. To date, UWMC has chosen not to address any of these deficiencies.

UWMC’s most recent proposal defaults any stockholder who fails, for whatever reason, to make a timely cash election into UWMC stock worth only approximately $7.23 per TWO share based on the May 27, 2026 closing price—a result that TWO estimates could disadvantage as many as 25 to 30% of its stockholders. By contrast, CCM's $12.00 all-cash offer, plus a pro-rated stub dividend, delivers certain and immediate value automatically to all stockholders, with no election required and no risk that any stockholder is left holding significantly devalued consideration.

Walking away from a signed, fully financed, regulatory-advanced transaction in favor of UWMC’s non-binding proposal would expose all stockholders to substantial risk with no assurance that equivalent or better terms would re-emerge.

A vote against the CCM transaction does not deliver UWMC’s headline price. Rather, it jeopardizes a fully financed, signed transaction well advanced through regulatory approvals and replaces it with significant uncertainty. The TWO Board will, consistent with its fiduciary duties, consider in good faith any actionable, all-cash, fully financed proposal from UWMC or any other potential counterparty.

Vote FOR the CCM Transaction

The TWO Board unanimously recommends that stockholders vote “FOR” the CCM transaction. If the CCM transaction is not approved, there is no assurance that a superior, actionable offer will emerge.

Every stockholder’s vote matters. Stockholders who have not yet voted are urged to do so promptly using the WHITE proxy card.

TWO urges its stockholders to read all relevant documents that are filed or will be filed with the U.S. Securities and Exchange Commission (“SEC”), including TWO’s definitive proxy statement dated April 20, 2026, as supplemented (the “Proxy Statement”).

TWO stockholders who need assistance completing their proxy card or have questions regarding the Special Meeting of Stockholders may contact TWO’s proxy solicitor:

D.F. King & Co., Inc.
28 Liberty Street, 53rd Floor
New York, NY 10005
Email: [email protected]
Banks and Brokers, please call: (646) 677-2516
Toll-Free: (888) 887-0082

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 payment of future dividends by TWO, 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 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 the 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. 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.

1 The unaffected share price date being December 16, 2025, the last trading day prior to the announcement of a transaction with UWMC, and the premium compared to the TWO’s fully diluted tangible book value as of March 31, 2026.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260527838327/en/

PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today issued an open letter to the stockholders of Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) regarding the TWO Board’s continued efforts to salvage TWO’s inferior proposed merger with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM"), despite having twice held meetings that failed to secure stockholder approval for the proposed CCM transaction.

Full text of the letter follows below.

An Open Letter to the Stockholders of Two Harbors Investment Corp

Dear Two Harbors Stockholders:

Since the original date of the special meeting to vote on the inferior proposed CCM transaction, your Chairman and Board have executed consecutive adjournments, prolonging their misguided attempt to salvage an inferior CCM deal that has twice failed to garner the necessary stockholder support. You have made it clear to the TWO Board that this deal does not provide maximum value and should not be approved, but your message has fallen on deaf ears.

Your Board is relying on delay tactics that it hopes will wear down stockholders into accepting a less valuable transaction, even though UWMC’s superior proposal has been and continues to be on the table. This is the opposite of a value-maximizing process for TWO stockholders. We continue to urge all TWO stockholders to stand firm against the egregious conduct of this Board, vote AGAINST the CCM transaction – in line with the recommendations of ISS, Glass Lewis, and Egan-Jones – and to continue to demand good faith engagement with UWMC. Only persistent standing fast and continued vote AGAINST can assure TWO stockholders maximization of value for their shares.

UWMC remains committed to the proposal we sent to the TWO Board on May 11, under which we would acquire all outstanding TWO shares for $12.50 per share in cash, or if a shareholder chooses, 2.3328 shares of UWMC stock. In addition, despite the lack of engagement from the TWO Board, we reiterate our willingness to negotiate in good faith around a deal that best serves TWO stockholders.

UWMC’s Offer Remains Clearly Superior

The superiority of UWMC’s offer remains clear: 

  UWMC May 11 Proposal

CCM’s Best and Final Proposal

Cash Election

$12.50 per share

$12.00 per share

Stock Election

2.3328 UWMC Class A shares

None

Shareholders Receive TWO Q2 Dividend

$0.34 per share expected (based on previous dividends)

$0.34 per share expected (based on previous dividends)

Pro-Rated Stub Dividend

Up for negotiation through open engagement

Value uncertain; dependent on closure timing

Opportunity for More Value

Open to adjusting deal terms upon open engagement

None

Put simply, CCM’s best and final proposal undoubtedly falls short of the superior stockholder value to be delivered by UWMC.

Meanwhile, CCM’s latest public statement calls into question its own commitment to the deal. In addition to stating that its current, inferior proposal is its “best and final offer,” CCM stated that it “will not pursue a deal at all costs; there are other strategic alternatives available.” We agree. For TWO stockholders, the other – and best – strategic alternative available is to engage with UWMC to maximize value. As noted before, the TWO Board has the ability under its agreement with CCM, and the obligation under the law, to at least determine that our offer is capable of being superior and engage with us to make sure that indeed it is – the TWO Board has been consistently reluctant to take even this basic step.

UWMC is Open to Modifying Terms Through Open Engagement

CCM’s proposal now appears to be set in stone, but even if it were not, TWO stockholders could never be certain that they would be achieving maximum value without open engagement with UWMC.

UWMC is prepared to consider enhancements to our terms if the TWO Board is willing to engage. UWMC remains open to addressing concerns around UWMC’s proposed stock election feature, including adjustments to the default mechanism, or other structural concerns if TWO will finally listen to its stockholders and engage in good faith with UWMC. For example, UWMC is willing to consider an adjustment to its default election mechanism such that smaller stockholders who hold less than a maximum number of shares would receive whichever is the higher value between cash or UWMC shares, guaranteeing the default election will provide maximum value to smaller retail stockholders. Other enhancements can only be realized through open engagement. All it takes is making a determination that our offer could be superior and picking up the phone to call us.

As such, we continue to urge all stockholders to vote and continue to vote AGAINST the CCM deal on June 11 on UWMC’s BLUE proxy card to reject the 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 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!

We thank you for your attention. We remain prepared to negotiate a better deal for TWO stockholders and execute a transaction that delivers superior value promptly.

Sincerely,

UWM HOLDINGS
CORPORATION

Adam Wolfe
Corporate Secretary

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.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260607948548/en/

HOLLYWOOD, FL AND MIAMI, FL / ACCESS Newswire / May 6, 2026 / On May 27, 2026, after the NYSE closing, HEICO Corporation (NYSE:HEI.A)(NYSE:HEI) will release its financial results for the second quarter ended April 30, 2026. The earnings release will be available through the Internet on the Company's website at https://www.heico.com.

In order to assist interested parties in scheduling their participation in HEICO teleconferences, the Company issues advance notices of conference calls.

HEICO will hold a conference call on Thursday, May 28 at 9:00 a.m. Eastern Daylight Time to discuss its second quarter results. Individuals wishing to participate in the conference call should dial: US and Canada (800) 330-6710, International (646) 769-9200, wait for the conference operator and provide the operator with the Conference ID 1509611. A digital replay will be available two hours after the completion of the conference call for 14 days. To access the replay, please visit our website at https://www.heico.com under the Investors section for details.

The Company has two classes of common stock traded on the NYSE. Both classes, the Common Stock (HEI) and the Class A Common Stock (HEI.A), are virtually identical in all economic respects. The only difference between the share classes is the voting rights. The Class A Common Stock (HEI.A) carries 1/10 vote per share and the Common Stock (HEI) carries one vote per share. The stock symbols for HEICO's two classes of common stock on most websites are HEI and HEI.A. However, some websites change HEICO's Class A Common Stock symbol (HEI.A) to HEI/A or HEIa.

HEICO Corporation is engaged primarily in the design, production, servicing and distribution of products and services to certain niche segments of the aviation, defense, space, medical, telecommunications and electronics industries through its Hollywood, Florida-based Flight Support Group and its Miami, Florida-based Electronic Technologies Group. HEICO's customers include a majority of the world's airlines and overhaul shops, as well as numerous defense and space contractors and military agencies worldwide, in addition to medical, telecommunications and electronics equipment manufacturers. For more information about HEICO, please visit our website at https://www.heico.com.

Contact: Victor H. Mendelson (305) 374-1745 ext. 7590
Carlos L. Macau, Jr. (954) 987-4000 ext. 7570

SOURCE: HEICO Corporation

Wednesday, 27 May 2026 04:15 PM

Topic: 

Earnings Consolidated Quarterly Organic Net Sales Growth exceeds 18%

HOLLYWOOD, FL AND MIAMI, FL / ACCESS Newswire / May 27, 2026 / HEICO CORPORATION (NYSE:HEI.A)(NYSE:HEI) today reported an increase in net income of 49% to a record $233.8 million, or $1.66 per diluted share, in the second quarter of fiscal 2026, up from $156.8 million, or $1.12 per diluted share, in the second quarter of fiscal 2025. Net income increased 31% to a record $424.0 million, or $3.01 per diluted share, in the first six months of fiscal 2026, up from $324.7 million, or $2.31 per diluted share, in the first six months of fiscal 2025.

Net sales increased 25% to a record $1,375.7 million in the second quarter of fiscal 2026, up from $1,097.8 million in the second quarter of fiscal 2025. Operating income increased 41% to a record $350.4 million in the second quarter of fiscal 2026, up from $248.2 million in the second quarter of fiscal 2025. The Company's consolidated operating margin improved to 25.5% in the second quarter of fiscal 2026, up from 22.6% in the second quarter of fiscal 2025.

Net sales increased 20% to a record $2,554.3 million in the first six months of fiscal 2026, up from $2,128.0 million in the first six months of fiscal 2025. Operating income increased 29% to a record $610.3 million in the first six months of fiscal 2026, up from $475.0 million in the first six months of fiscal 2025. The Company's consolidated operating margin improved to 23.9% in the first six months of fiscal 2026, up from 22.3% in the first six months of fiscal 2025.

EBITDA increased 37% to $408.3 million in the second quarter of fiscal 2026, up from $297.7 million in the second quarter of fiscal 2025. EBITDA increased 26% to $720.3 million in the first six months of fiscal 2026, up from $571.6 million in the first six months of fiscal 2025. See our reconciliation of net income attributable to HEICO to EBITDA at the end of this press release.

Consolidated Results

Eric A. Mendelson and Victor H. Mendelson, HEICO's Co-Chairmen and Co-Chief Executive Officers, commented on the Company's second quarter results stating, "Reporting yet another period of record results, HEICO's record quarterly net income, operating income and net sales were driven by 18% consolidated organic net sales growth and contributions by our profitable fiscal 2026 and 2025 acquisitions.

Cash flow provided by operating activities increased 43% to $292.0 million in the second quarter of fiscal 2026, up from $204.7 million in the second quarter of fiscal 2025. We continue to forecast strong cash flow from operations for fiscal 2026.

Our total debt to net income attributable to HEICO ratio was 3.28x as of April 30, 2026, as compared to 3.14x as of October 31, 2025. Our net debt to EBITDA ratio was 1.74x as of April 30, 2026, as compared to 1.60x as of October 31, 2025. The increase in our leverage ratios in the first six months of fiscal 2026 is a result of our successful completion of four acquisitions, two by the Flight Support Group and two by the Electronic Technologies Group. See our reconciliation of total debt to net debt at the end of this press release.

For the remainder of fiscal 2026, we expect increased net sales at both the Flight Support Group and Electronic Technologies Group supported by underlying demand for our products and contributions from recent acquisitions. We intend to continue evaluating acquisition opportunities that are consistent with our strategic objectives. Our capital allocation approach remains opportunistic, focused on balancing organic growth with accretive acquisitions while maintaining liquidity and financial flexibility."

Flight Support Group

The Flight Support Group achieved record quarterly net sales and operating income in the second quarter of fiscal 2026, with net sales and operating income increasing 21% and 31%, respectively, as compared to the second quarter of fiscal 2025. These results reflect strong double-digit organic net sales growth across all of the Flight Support Group's product lines, as well as the contributions from our fiscal 2026 acquisitions.

The Flight Support Group's net sales increased 21% to a record $929.4 million in the second quarter of fiscal 2026, up from $767.1 million in the second quarter of fiscal 2025. The net sales increase in the second quarter of fiscal 2026 resulted from strong organic growth of 19%, as well as the impact from our fiscal 2026 acquisitions. The organic net sales growth in the second quarter of fiscal 2026 reflects increased demand across all of our product lines.

The Flight Support Group's net sales increased 18% to a record $1,749.4 million in the first six months of fiscal 2026, up from $1,480.2 million in the first six months of fiscal 2025. The net sales increase in the first six months of fiscal 2026 resulted from robust organic growth of 16%, as well as the impact from our fiscal 2025 and 2026 acquisitions. The organic net sales growth in the first six months of fiscal 2026 reflects increased demand across all of our product lines.

The Flight Support Group's operating income increased 31% to a record $243.1 million in the second quarter of fiscal 2026, up from $185.0 million in the second quarter of fiscal 2025. The Flight Support Group's operating income increased 26% to a record $443.8 million in the first six months of fiscal 2026, up from $351.1 million in the first six months of fiscal 2025. The operating income increase in the second quarter and first six months of fiscal 2026 principally reflects the previously mentioned net sales growth, selling, general and administrative ("SG&A") expense efficiencies realized from the net sales growth, and an improved gross profit margin. The improved gross profit margin in the second quarter and first six months of fiscal 2026 was principally driven by a more favorable product mix and higher net sales volumes within our aftermarket replacement parts product line.

The Flight Support Group's operating margin improved to 26.2% in the second quarter of fiscal 2026, up from 24.1% in the second quarter of fiscal 2025. The Flight Support Group's operating margin improved to 25.4% in the first six months of fiscal 2026, up from 23.7% in the first six months of fiscal 2025. The operating margin increase in the second quarter and first six months of fiscal 2026 reflects decreased SG&A expenses as a percentage of net sales, primarily driven by the previously mentioned SG&A expense efficiencies, and the previously mentioned improved gross profit margin.

Electronic Technologies Group

The Electronic Technologies Group achieved record quarterly net sales and operating income in the second quarter of fiscal 2026, with net sales and operating income improving 34% and 56%, respectively, as compared to the second quarter of fiscal 2025. These exceptional results principally resulted from strong organic net sales growth and contributions from our fiscal 2026 and 2025 acquisitions, driven by broad-based improved demand for most of the Electronic Technologies Group's products.

The Electronic Technologies Group's net sales increased 34% to a record $459.5 million in the second quarter of fiscal 2026, up from $342.2 million in the second quarter of fiscal 2025. The net sales increase reflects strong organic growth of 17% and the impact from our fiscal 2026 and 2025 acquisitions. The organic net sales growth is mainly attributable to increased demand for our other electronics, defense, aerospace, and space products.

The Electronic Technologies Group's net sales increased 23% to a record $830.2 million in the first six months of fiscal 2026, up from $672.5 million in the first six months of fiscal 2025. The net sales increase came from strong organic growth of 12% and the impact from our fiscal 2025 and 2026 acquisitions. The organic net sales growth is mainly attributable to increased demand for our other electronics, aerospace, and defense products.

The Electronic Technologies Group's operating income increased 56% to a record $121.8 million in the second quarter of fiscal 2026, up from $77.9 million in the second quarter of fiscal 2025. The operating income increase principally reflects the previously mentioned net sales growth, an improved gross profit margin, and SG&A expense efficiencies realized from the net sales growth. The improved gross profit margin principally reflects the previously mentioned higher net sales and a more favorable product mix of our aerospace products.

The Electronic Technologies Group's operating income increased 26% to a record $195.1 million in the first six months of fiscal 2026, up from $154.3 million in the first six months of fiscal 2025. The operating income increase principally reflects the previously mentioned net sales growth and SG&A expense efficiencies realized from the net sales growth.

The Electronic Technologies Group's operating margin improved to 26.5% in the second quarter of fiscal 2026, up from 22.8% in the second quarter of fiscal 2025. The operating margin increase reflects the previously mentioned improved gross profit margin and decreased SG&A expenses as a percentage of net sales, primarily driven by the previously mentioned SG&A expense efficiencies.

The Electronic Technologies Group's operating margin improved to 23.5% in the first six months of fiscal 2026, up from 23.0% in the first six months of fiscal 2025. The increased operating margin principally resulted from decreased SG&A expenses as a percentage of net sales, primarily driven by the previously mentioned SG&A expense efficiencies.

Non-GAAP Financial Measures

To provide additional information about the Company's results, HEICO has discussed in this press release its EBITDA (calculated as net income attributable to HEICO adjusted for depreciation and amortization expense, net income attributable to noncontrolling interests, interest expense and income tax expense), its net debt (calculated as total debt less cash and cash equivalents), and its net debt to EBITDA ratio (calculated as net debt divided by EBITDA), which are not prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

These non-GAAP measures are included to supplement the Company's financial information presented in accordance with GAAP and because the Company uses such measures to monitor and evaluate the performance of its business and believes the presentation of these measures enhance an investor's ability to analyze trends in the Company's business and to evaluate the Company's performance relative to other companies in its industry. However, these non-GAAP measures have limitations and should not be considered in isolation or as a substitute for analysis of the Company's financial results as reported under GAAP.

These non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. These measures should only be used to evaluate the Company's results of operations in conjunction with their corresponding GAAP measures. Pursuant to the requirements of Regulation G of the Securities and Exchange Act of 1934, the Company has provided a reconciliation of these non-GAAP measures in the last table included in this press release.

(NOTE: HEICO has two classes of common stock traded on the NYSE. Both classes, the Class A Common Stock (HEI.A) and the Common Stock (HEI), are virtually identical in all economic respects. The only difference between the share classes is the voting rights. The Class A Common Stock (HEI.A) carries 1/10 vote per share and the Common Stock (HEI) carries one vote per share.)

There are currently approximately 84.5 million shares of HEICO's Class A Common Stock (HEI.A) outstanding and 55.2 million shares of HEICO's Common Stock (HEI) outstanding. The stock symbols for HEICO's two classes of common stock on most websites are HEI.A and HEI. However, some websites change HEICO's Class A Common Stock trading symbol (HEI.A) to HEI/A or HEIa.

As previously announced, HEICO will hold a conference call on Thursday, May 28, 2026 at 9:00 a.m. Eastern Daylight Time to discuss its second quarter results. Individuals wishing to participate in the conference call should dial: US and Canada (800) 330-6710, International (646) 769-9200, wait for the conference operator and provide the operator with the Conference ID 1509611. A digital replay will be available two hours after the completion of the conference for 14 days. To access the replay, please visit our website at https://www.heico.com under the Investors section for details.

HEICO Corporation is engaged primarily in the design, production, servicing and distribution of products and services to certain niche segments of the aviation, defense, space, medical, telecommunications and electronics industries through its Hollywood, Florida-based Flight Support Group and its Miami, Florida-based Electronic Technologies Group. HEICO's customers include a majority of the world's airlines and overhaul shops, as well as numerous defense and space contractors and military agencies worldwide, in addition to medical, telecommunications and electronics equipment manufacturers. For more information about HEICO, please visit our website at https://www.heico.com.

Certain statements in this press release constitute forward-looking statements, which are subject to risks, uncertainties and contingencies. HEICO's actual results may differ materially from those expressed in or implied by those forward-looking statements. Factors that could cause such differences include, among others: the severity, magnitude and duration of public health threats; our liquidity and the amount and timing of cash generation; lower commercial air travel, airline fleet changes or airline purchasing decisions, which could cause lower demand for our goods and services; product specification costs and requirements, which could cause an increase in our costs to complete contracts; governmental and regulatory demands, export policies and restrictions, reductions in defense, space or homeland security spending by U.S. and/or foreign customers or competition from existing and new competitors, which could reduce our sales; our ability to introduce new products and services at profitable pricing levels, which could reduce our sales or sales growth; product development or manufacturing difficulties, which could increase our product development and manufacturing costs and delay sales; cybersecurity events or other disruptions of our information technology systems could adversely affect our business; and our ability to make acquisitions, including obtaining any applicable domestic and/or foreign governmental approvals, and achieve operating synergies from acquired businesses; customer credit risk; interest, foreign currency exchange and income tax rates; and economic conditions, including the effects of inflation, within and outside of the aviation, defense, space, medical, telecommunications and electronics industries, which could negatively impact our costs and revenues. Parties receiving this material are encouraged to review all of HEICO's filings with the Securities and Exchange Commission including, but not limited to filings on Form 10-K, Form 10-Q and Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

HEICO CORPORATION
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)

Three Months Ended April 30,

2026

2025

Net sales

$

1,375,713

$

1,097,820

Cost of sales

806,188

660,016

Selling, general and administrative expenses

219,088

189,652

Operating income

350,437

248,152

Interest expense

(34,161

)

(32,865

)

Other income

1,254

636

Income before income taxes and noncontrolling interests

317,530

215,923

Income tax expense

67,200

45,400

Net income from consolidated operations

250,330

170,523

Less: Net income attributable to noncontrolling interests

16,529

13,730

Net income attributable to HEICO

$

233,801

$

156,793

Net income per share attributable to HEICO shareholders:

Basic

$

1.68

$

1.13

Diluted

$

1.66

$

1.12

Weighted average number of common shares outstanding:

Basic

139,561

139,005

Diluted

141,068

140,599

Three Months Ended April 30,

2026

2025

Operating segment information:

Net sales:

Flight Support Group

$

929,427

$

767,070

Electronic Technologies Group

459,532

342,167

Intersegment sales

(13,246

)

(11,417

)

$

1,375,713

$

1,097,820

Operating income:

Flight Support Group

$

243,064

$

184,980

Electronic Technologies Group

121,809

77,880

Other, primarily corporate

(14,436

)

(14,708

)

$

350,437

$

248,152

Depreciation and amortization:

Flight Support Group

$

29,891

$

28,449

Electronic Technologies Group

25,916

19,537

Other, primarily corporate

827

891

$

56,634

(c)

$

48,877

(c)

HEICO CORPORATION
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)

Six Months Ended April 30,

2026

2025

Net sales

$

2,554,295

$

2,128,042

Cost of sales

1,529,806

1,284,576

Selling, general and administrative expenses

414,153

368,509

Operating income

610,336

474,957

Interest expense

(63,647

)

(65,323

)

Other income

2,298

1,555

Income before income taxes and noncontrolling interests

548,987

411,189

Income tax expense

93,900

(a)

59,100

(b)

Net income from consolidated operations

455,087

352,089

Less: Net income attributable to noncontrolling interests

31,098

27,341

Net income attributable to HEICO

$

423,989

(a)

$

324,748

(b)

Net income per share attributable to HEICO shareholders:

Basic

$

3.04

(a)

$

2.34

(b)

Diluted

$

3.01

(a)

$

2.31

(b)

Weighted average number of common shares outstanding:

Basic

139,464

138,921

Diluted

141,049

140,541

Six Months Ended April 30,

2026

2025

Operating segment information:

Net sales:

Flight Support Group

$

1,749,427

$

1,480,244

Electronic Technologies Group

830,207

672,482

Intersegment sales

(25,339

)

(24,684

)

$

2,554,295

$

2,128,042

Operating income:

Flight Support Group

$

443,797

$

351,096

Electronic Technologies Group

195,055

154,336

Other, primarily corporate

(28,516

)

(30,475

)

$

610,336

$

474,957

Depreciation and amortization:

Flight Support Group

$

57,766

$

54,281

Electronic Technologies Group

48,200

39,037

Other, primarily corporate

1,676

1,784

$

107,642

(c)

$

95,102

(c)

HEICO CORPORATION
Footnotes to Condensed Consolidated Statements of Operations (Unaudited)

During the first quarter of fiscal 2026, the Company recognized a $22.3 million discrete tax benefit from stock option exercises, which, net of noncontrolling interests, increased net income attributable to HEICO by $21.8 million, or $.16 per basic share and $.15 per diluted share.

During the first quarter of fiscal 2025, the Company recognized a $27.2 million discrete tax benefit from stock option exercises, which, net of noncontrolling interests, increased net income attributable to HEICO by $26.5 million, or $.19 per basic and diluted share.

Depreciation and amortization information on the Company's two operating segments for the three and six months ended April 30, 2026 and 2025, is as follows (in thousands):

Three Months Ended April 30,

Six Months Ended April 30,

2026

2025

2026

2025

Depreciation:

Flight Support Group

$

7,257

$

6,609

$

14,038

$

13,187

Electronic Technologies Group

7,162

6,061

14,085

12,030

Other, primarily corporate

434

498

891

999

$

14,853

$

13,168

$

29,014

$

26,216

Amortization:

Flight Support Group

$

22,634

$

21,840

$

43,728

$

41,094

Electronic Technologies Group

18,754

13,476

34,115

27,007

Other, primarily corporate

393

393

785

785

$

41,781

$

35,709

$

78,628

$

68,886

HEICO CORPORATION
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)

April 30, 2026

October 31, 2025

Cash and cash equivalents

$

210,335

$

217,781

Accounts receivable, net

734,955

637,615

Contract assets

131,590

119,257

Inventories, net

1,410,527

1,295,336

Prepaid expenses and other current assets

149,069

86,377

Total current assets

2,636,476

2,356,366

Property, plant and equipment, net

462,831

431,710

Goodwill

4,197,386

3,661,624

Intangible assets, net

1,715,157

1,471,440

Other assets

580,363

579,294

Total assets

$

9,592,213

$

8,500,434

Current maturities of long-term debt

$

3,402

$

3,358

Other current liabilities

900,180

828,646

Total current liabilities

903,582

832,004

Long-term debt, net of current maturities

2,583,888

2,164,587

Deferred income taxes

164,584

107,186

Other long-term liabilities

548,588

550,124

Total liabilities

4,200,642

3,653,901

Redeemable noncontrolling interests

536,654

467,358

Shareholders' equity

4,854,917

4,379,175

Total liabilities and equity

$

9,592,213

$

8,500,434

HEICO CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)

Six Months Ended April 30,

2026

2025

Operating Activities:

Net income from consolidated operations

$

455,087

$

352,089

Depreciation and amortization

107,642

95,102

Share-based compensation expense

22,517

10,671

Deferred income tax provision (benefit)

11,801

(17,940

)

Employer contributions to HEICO Savings and Investment Plan

10,474

8,500

Increase in accrued contingent consideration, net

4,502

6,766

Payment of contingent consideration

-

(2,190

)

Increase in accounts receivable

(65,133

)

(40,361

)

Increase in contract assets

(6,300

)

(12,319

)

Increase in inventories

(40,463

)

(46,134

)

(Decrease) increase in current liabilities, net

(38,223

)

526

Other

8,666

53,019

Net cash provided by operating activities

470,570

407,729

Investing Activities:

Acquisitions, net of cash acquired

(821,269

)

(286,161

)

Capital expenditures

(31,546

)

(33,299

)

Investments related to HEICO Leadership Compensation Plan

(16,800

)

(17,700

)

Proceeds from corporate-owned life insurance policy withdrawals

22,654

-

Other

(3,995

)

(2,599

)

Net cash used in investing activities

(850,956

)

(339,759

)

Financing Activities:

Borrowings on revolving credit facility, net

420,000

50,000

Cash dividends paid

(16,724

)

(15,272

)

Distributions to noncontrolling interests

(16,364

)

(17,563

)

Acquisitions of noncontrolling interests

(12,414

)

(4,205

)

Redemptions of common stock related to stock option exercises

(4,813

)

(1,415

)

Payment of contingent consideration

-

(5,954

)

Proceeds from stock option exercises

3,843

5,786

Other

(1,642

)

(2,114

)

Net cash provided by financing activities

371,886

9,263

Effect of exchange rate changes on cash

1,054

2,973

Net (decrease) increase in cash and cash equivalents

(7,446

)

80,206

Cash and cash equivalents at beginning of year

217,781

162,103

Cash and cash equivalents at end of period

$

210,335

$

242,309

HEICO CORPORATION
Non-GAAP Financial Measures (Unaudited)
(in thousands, except ratios)

Three Months Ended April 30,

EBITDA Calculation

2026

2025

Net income attributable to HEICO

$

233,801

$

156,793

Plus: Depreciation and amortization

56,634

48,877

Plus: Net income attributable to noncontrolling interests

16,529

13,730

Plus: Interest expense

34,161

32,865

Plus: Income tax expense

67,200

45,400

EBITDA (a)

$

408,325

$

297,665

Six Months Ended April 30,

EBITDA Calculation

2026

2025

Net income attributable to HEICO

$

423,989

$

324,748

Plus: Depreciation and amortization

107,642

95,102

Plus: Net income attributable to noncontrolling interests

31,098

27,341

Plus: Interest expense

63,647

65,323

Plus: Income tax expense

93,900

59,100

EBITDA (a)

$

720,276

$

571,614

Trailing Twelve Months Ended

EBITDA Calculation

April 30, 2026

October 31, 2025

Net income attributable to HEICO

$

789,626

$

690,385

Plus: Depreciation and amortization

208,616

196,076

Plus: Net income attributable to noncontrolling interests

58,926

55,169

Plus: Interest expense

128,201

129,877

Plus: Income tax expense

182,800

148,000

EBITDA (a)

$

1,368,169

$

1,219,507

Net Debt Calculation

April 30, 2026

October 31, 2025

Total debt

$

2,587,290

$

2,167,945

Less: Cash and cash equivalents

(210,335

)

(217,781

)

Net debt (a)

$

2,376,955

$

1,950,164

Total debt

$

2,587,290

$

2,167,945

Net income attributable to HEICO (trailing twelve months)

$

789,626

$

690,385

Total debt to net income attributable to HEICO ratio

3.28

3.14

Net debt

$

2,376,955

$

1,950,164

EBITDA (trailing twelve months)

$

1,368,169

$

1,219,507

Net debt to EBITDA ratio (a)

1.74

1.60

(a) See the "Non-GAAP Financial Measures" section of this press release.

Contact:

Victor H. Mendelson (305) 374-1745 ext. 7590
Carlos L. Macau, Jr. (954) 987-4000 ext. 7570

SOURCE: HEICO Corporation

For the quarter ended April 2026, Heico Corporation (HEI - Free Report) reported revenue of $1.38 billion, up 25.3% over the same period last year. EPS came in at $1.66, compared to $1.12 in the year-ago quarter.

The reported revenue compares to the Zacks Consensus Estimate of $1.24 billion, representing a surprise of +10.65%. The company delivered an EPS surprise of +24.64%, with the consensus EPS estimate being $1.33.

While investors closely watch year-over-year changes in headline numbers -- revenue and earnings -- and how they compare to Wall Street expectations to determine their next course of action, some key metrics always provide a better insight into a company's underlying performance.

Since these metrics play a crucial role in driving the top- and bottom-line numbers, comparing them with the year-ago numbers and what analysts estimated about them helps investors better project a stock's price performance.

Here is how Heico performed in the just reported quarter in terms of the metrics most widely monitored and projected by Wall Street analysts:

Net Sales- Electronic Technologies Group (ETG): $459.53 million versus $378.06 million estimated by two analysts on average. Compared to the year-ago quarter, this number represents a +34.3% change.Net Sales- Intersegment sales: $-13.25 million versus the two-analyst average estimate of $-12.25 million. The reported number represents a year-over-year change of +16%.Net Sales- Flight Support Group (FSG): $929.43 million compared to the $872.26 million average estimate based on two analysts. The reported number represents a change of +21.2% year over year.View all Key Company Metrics for Heico here>>>

Shares of Heico have returned +17.1% over the past month versus the Zacks S&P 500 composite's +5.1% change. The stock currently has a Zacks Rank #4 (Sell), indicating that it could underperform the broader market in the near term.

Heico (HEI 2.13%) (HEIA +0.00%) shocked the market with its second-quarter earnings report, and investors wasted no time in sending the stock higher by 10.7% at 1 p.m. today.

Heico shocks the market Wall Street analyst upgrades and downgrades are usually a good way to gauge sentiment over a stock. In this case, Jefferies lowered its price target (but maintained its buy rating) from $400 to $375 in anticipation of the earnings report.

The earnings report came in and blew away Wall Street expectations in both the Flight Support Group (FSG) and the Electronic Technologies Group (ETG). Jefferies responded by hiking its price target to $410.

Today's Change

(

-2.13

%) $

-7.21

Current Price

$

332.01

Skepticism ahead of the report was understandable, as a combination of soaring jet fuel prices, route closures in the Middle East, and airlines cutting capacity has led companies to lower estimates of flight departures. For example, GE Aerospace lowered its expectations for flight departures in 2026 to flat to low-single-digit growth from a previous estimate of mid-single-digit growth.

Lower flight departures are an issue for Heico's FSG because it provides Federal Aviation Administration (FAA) approved aftermarket replacement parts, and fewer flight departures usually mean less aftermarket demand.

However, Heico reported no weakness in its end markets, with FSG sales coming in at $929 million, above the pre-earnings consensus of $864 million, and ETG sales at $460 million, above the pre-earnings consensus of $396 million. All consensus figures courtesy of S&P Global Market Intelligence.

Image source: Getty Images.

Where next for Heico Discussing the outlook for commercial aerospace on the earnings call, CEO Victor Mendelson took the view that "while short-term shocks like the current just war might create short-term disruption in the inexorable upward trend, the short-term disruptions are, by definition, always brief," and, "Fuel prices eventually settle back. spurring even more growth."

The latter view is supported by GE Aerospace's management, which believes above-average growth will follow a temporary slowdown, and by Delta Air Lines, which confirmed that end-demand remains strong even as it cuts capacity amid higher jet fuel costs.

It's hard not to think Heico will get hit if the conflict persists, but right now, its business is firing on all cylinders.

Lee Samaha has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends GE Aerospace and Heico. The Motley Fool recommends Delta Air Lines. The Motley Fool has a disclosure policy.

MIAMI, FL AND STANHOPE, UK / ACCESS Newswire / June 3, 2026 / HEICO Corporation (NYSE:HEI.A)(NYSE:HEI) today announced that its Flight Support Group has acquired Cook Defence Systems and related entities ("Cook Defence" or the "Company") to form HEICO-Cook Defence ("HCD"). HEICO owns 80% of HCD, with the selling entity, William Cook Holdings, retaining 20% ownership. Managing Director William Cook will continue to lead the Company's operations along with the existing management team. Transaction terms and financial details were not disclosed.

HEICO stated that it expects the acquisitions to be accretive to its earnings within the year following closing.

Cook Defence Systems is an independent designer and manufacturer of track systems for armored fighting vehicles. The Company is a long-standing supplier to national ministries of defense and a key partner to leading global defense original equipment manufacturers, supporting both new vehicle production and long-term aftermarket replacement demand. Its products are deployed across a large fleet of in-service vehicles and have been selected for many next-generation platforms currently in development or production. As a result, Cook Defence Systems remains indispensable to credible deterrence and warfighting capabilities for NATO and allied nations.

The Company is an acknowledged specialist in the design, testing, manufacture, and supply of mission-critical systems comprising tracks, sprockets, running gear and associated components.

Created in its current form in 1994 by Sir Andrew Cook CBE and operating from a purpose-built facility in Stanhope, UK with a workforce of approximately 130 Team Members, Cook Defence Systems has developed proprietary engineering and manufacturing capabilities that position it as a critical link in the global defense supply chain. Notably, most of Cook Defence Systems' revenue is derived outside the United States and allows HEICO added international growth opportunities.

Eric A. Mendelson and Victor H. Mendelson, HEICO's Co-Chairmen and Co-Chief Executive Officers, jointly commented: "Cook Defence represents a distinctive addition to HEICO, with many of the attractive attributes we look for in our businesses. The Company has established strong relationships across leading defense OEMs and government customers across multiple critical armored vehicle platforms. Cook's proprietary technology, consistent aftermarket demand, and exposure to increasing global defense spending position it well for continued growth and long-term value creation. We are pleased to welcome William Cook and his team to the HEICO family."

William Cook and Sir Andrew Cook CBE, Chairman of William Cook Holdings, jointly commented, "We are proud to have built Cook Defence Systems into a trusted partner to governments, armies and armoured vehicle manufacturers worldwide. In HEICO, we have found a long-term partner that values our independence, supports our growth ambitions, and shares our commitment to engineering excellence, quality, and service. We are confident about the future of Cook Defence Systems under the joint ownership of HEICO and William Cook Holdings."

HEICO Corporation is engaged primarily in the design, production, servicing and distribution of products and services to certain niche segments of the aviation, defense, space, medical, telecommunications and electronics industries through its Hollywood, Florida-based Flight Support Group and its Miami, Florida-based Electronic Technologies Group. HEICO's customers include a majority of the world's airlines and overhaul shops, as well as numerous defense and space contractors and military agencies worldwide, in addition to medical, telecommunications and electronics equipment manufacturers. For more information about HEICO, please visit our website at https://www.heico.com.

Certain statements in this press release constitute forward-looking statements, which are subject to risks, uncertainties and contingencies. HEICO's actual results may differ materially from those expressed in or implied by those forward-looking statements. Factors that could cause such differences include, among others: the severity, magnitude and duration of public health threats; our liquidity and the amount and timing of cash generation; lower commercial air travel, airline fleet changes or airline purchasing decisions, which could cause lower demand for our goods and services; product specification costs and requirements, which could cause an increase to our costs to complete contracts; governmental and regulatory demands, export policies and restrictions, reductions in defense, space or homeland security spending by U.S. and/or foreign customers or competition from existing and new competitors, which could reduce our sales; our ability to introduce new products and services at profitable pricing levels, which could reduce our sales or sales growth; product development or manufacturing difficulties, which could increase our product development and manufacturing costs and delay sales; cybersecurity events or other disruptions of information technology systems could adversely affect our business; our ability to make acquisitions, including obtaining any applicable domestic and/or foreign governmental approvals, and achieve operating synergies from acquired businesses; customer credit risk; interest, foreign currency exchange and income tax rates; economic conditions, including the effects of inflation, within and outside of the aviation, defense, space, medical, telecommunications and electronics industries, which could negatively impact our costs and revenues; and defense spending or budget cuts, which could reduce our defense-related revenue. Parties receiving this material are encouraged to review all of HEICO's filings with the Securities and Exchange Commission, including, but not limited to filings on Form 10-K, Form 10-Q and Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

Contact:

Eric A. Mendelson (954) 744-7550

Carlos L. Macau, Jr. (954) 744-7562

SOURCE: HEICO Corporation

Key Takeaways HEI is highlighted as a strong pick due to aerospace strength, liquidity and low debt.HEI has delivered an average earnings surprise of 13.82% across the last four quarters.HEI benefits from rising air travel demand and maintains a strong foothold in U.S. defense. HEICO’s (HEI - Free Report) robust presence in the aerospace market, solid liquidity and low debt are strong positives. Given its growth prospects, HEI makes for a solid investment option in the Aerospace sector.

Let’s focus on the factors that make this Zacks Rank #2 (Buy) company a strong investment pick at the moment.

Growth Projections & Surprise History of HEIThe Zacks Consensus Estimate for fiscal 2026 earnings per share is pegged at $5.69, which indicates year-over-year growth of 16.1%.

The consensus estimate for fiscal 2026 sales is $5.14 billion, which indicates year-over-year growth of 14.5%.

HEI’s long-term (three-to-five years) earnings growth rate is pegged at 14.7%.

It delivered an average earnings surprise of 13.82% in the last four quarters.

HEI Stock’s Debt PositionCurrently, the company’s total debt-to-capital is 35.38%, better than the industry’s average of 41.52%.

HEI’s times interest earned (TIE) ratio at the end of the fiscal second quarter of 2026 was 9.05. A TIE ratio of more than one indicates that the company will be able to meet its interest payment obligations in the near term without any problems.

HEI’s LiquidityHEI’s current ratio at the end of the fiscal second quarter of 2026 was 2.92. A current ratio of greater than one indicates the company’s ability to meet its future short-term liabilities without difficulties.

Heico’s Growing Commercial and Defense MomentumHeico is benefiting from strong demand for its aftermarket replacement parts and repair and overhaul services, which support airlines and aircraft operators. Rising global air travel continues to drive maintenance needs, helping increase demand for Heico’s products and services. In the second quarter of fiscal 2026, the company’s Flight Support Group (FSG) reported record net sales of $929.4 million, up 21% year over year, supported by strong organic growth and acquisitions.

The company is also expanding its presence in defense and space markets through both its FSG and Electronics Technologies Group (ETG). Heico has been seeing rising defense-related orders and backlog, supported by growing demand as governments continue to replace and replenish defense inventories. The company supplies products for both traditional defense programs and newer technologies, including unmanned systems, which strengthens its growth opportunities.

HEI Stock’s Price PerformanceShares of HEI have gained 12.4% in the past month compared with the industry’s 5.2% growth.

Image Source: Zacks Investment Research

Other Stocks to ConsiderSome other top-ranked stocks from the same industry are Woodward (WWD - Free Report) , AAR (AIR - Free Report) and CurtissWright (CW - Free Report) . Each of these stocks carries a Zacks Rank of 2 at present. You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.

Woodward delivered an average earnings surprise of 16.97% in the last four quarters. The Zacks Consensus Estimate for WWD’s fiscal 2026 earnings is pinned at $9.34 per share, which indicates year-over-year growth of 35.6%.

AAR delivered an average earnings surprise of 11.30% in the last four quarters. The consensus estimate for AIR’s fiscal 2026 earnings stands at $4.97 per share, which suggests year-over-year growth of 27.1%.

CurtissWright delivered an average earnings surprise of 3.81% in the last four quarters. The consensus estimate for CW’s 2026 earnings is pegged at $15.16 per share, which implies year-over-year growth of 14.6%.

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How do you find the right combination of stocks that will generate returns that could fund your retirement, or your kids' college tuition, or your short- and long-term savings goals?

Enter the Zacks Rank.

What is the Zacks Rank?The Zacks Rank is a unique, proprietary stock-rating model that utilizes earnings estimate revisions to help investors build a winning portfolio.

There are four main factors behind the Zacks Rank: Agreement, Magnitude, Upside, and Surprise.

Agreement is the extent to which all brokerage analysts are revising their earnings estimates in the same direction. The greater the percentage of analysts revising their estimates higher, the better chance the stock will outperform.

Magnitude is the size of the recent change in the consensus estimate for the current and next fiscal years.

Upside is the difference between the most accurate estimate, which is calculated by Zacks, and the consensus estimate.

Surprise is made up of a company's last few quarters' earnings per share surprises; companies with a positive earnings surprise are more likely to beat expectations in the future.

These four factors are assigned a raw score that's recalculated every night, which is then compiled into the ranking system. Stocks are classified into five groups using this data, ranging from "Strong Buy" to "Strong Sell."

The Power of Institutional InvestorsThe Zacks Rank also allows individual investors, or retail investors, to benefit from the power of institutional investors.

Institutional investors are the professionals who manage the trillions of dollars invested in mutual funds, investment banks, and hedge funds. Studies have shown that these investors can and do move the market due to the large amounts of money they invest with. Because of this, the market tends to move in the same direction as institutional investors.

These investors are known for designing valuation models that focus on earnings and earnings expectations in order to figure out the fair value of a company and its shares. If earnings estimates are raised, it puts a higher value on a company.

With these changes, institutional investors will act, usually buying stocks with rising estimates and selling those with falling estimates. An increase in earnings expectations can potentially lead to higher stock prices and bigger gains for the investor.

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Not only can the Zacks Rank help you take advantage of trends in earnings estimate revisions, but it can also provide a way to get into stocks that are highly sought after by professionals.

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Moreover, stocks with a new #1 (Strong Buy) ranking have some of the biggest profit potential, while those that fell to a #4 (Sell) or #5 (Strong Sell) have some of the worst.

Let's take a look at Heico Corporation (HEI - Free Report) , which was added to the Zacks Rank #1 list on June 10, 2026.

Florida-based HEICO Corporation, incorporated in 1957, is one of the world’s leading manufacturers of Federal Aviation Administration (“FAA”)-approved jet engine and aircraft component replacement parts. It also manufactures various types of electronic equipment for the aviation, defense, space, medical, telecommunications and electronics industries. The company’s products are found on large commercial aircraft, regional, business and military aircraft, as well as on a large variety of industrial turbines, targeting systems, missiles and electro-optical devices.

Five analysts revised their earnings estimate higher in the last 60 days for fiscal 2026, while the Zacks Consensus Estimate has increased $0.22 to $5.78 per share. HEI also boasts an average earnings surprise of 13.8%.

Earnings are expected to grow 18% for the current fiscal year, while revenue is projected to increase 15.2%.

Even more impressive, HEI has gained in value over the past four weeks, up 13.5% compared to the S&P 500's loss of %.

Bottom LineWith a #1 (Strong Buy) ranking, positive trend in earnings estimate revisions, and strong market momentum, Heico Corporation should be on investors' shortlist.

If you want even more information on the Zacks Ranks, or one of our many other investing strategies, check out the Zacks Education home page.

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Sales of $1,207.2 million up 5.8% from Q1 2025, organic sales up 3.4%;

Gross margin of 50.4%, including 40 basis points of unfavorable currency effects, compares to 50.7% last year;

Tools segment sales up 5.0% from a year ago, organic sales up 3.4%

KENOSHA, Wis.--(BUSINESS WIRE)--Snap-on Incorporated (NYSE: SNA), a leading global innovator, manufacturer and marketer of tools, equipment, diagnostics, repair information and systems solutions for professional users performing critical tasks, today announced operating results for the first quarter of 2026.

Net sales of $1,207.2 million in the first quarter of 2026 represented an increase of $66.1 million, or 5.8%, from 2025 levels, reflecting a $39.2 million, or 3.4%, organic sales gain and $26.9 million of favorable foreign currency translation. Operating earnings before financial services for the quarter of $250.8 million compared to $243.1 million last year. As a percentage of net sales, operating earnings before financial services were 20.8% including 40 basis points of unfavorable foreign currency effects and compared to 21.3% in 2025. Financial services revenue in the quarter of $101.1 million compared to $102.1 million in 2025; financial services operating earnings of $68.0 million compared to $70.3 million last year. Consolidated operating earnings for the quarter of $318.8 million compared to $313.4 million in 2025. As a percentage of revenues (net sales plus financial services revenue), consolidated operating earnings were 24.4% in the first quarter compared to 25.2% last year. The first quarter effective income tax rate was 22.0% in 2026 and 22.2% in 2025. Net earnings in the quarter of $247.0 million, or $4.69 per diluted share, compared to net earnings of $240.5 million, or $4.51 per diluted share, a year ago. See “Non-GAAP Measures” below for a definition of, and further explanation about, organic sales.

“Our first quarter was encouraging, led by robust sales growth with customers in critical industries and improved activity in the U.S. Tools Group, both demonstrating our considerable momentum despite the ongoing and ever-evolving turbulence,” said Nick Pinchuk, Snap-on chairman and chief executive officer. “While meaningful headwinds persist, including broad uncertainty among our technician customer base in the U.S., international supply chain disruptions, and a number of global conflicts, we are confident in the strength, resilience, and criticality of our markets. In addition, we remain focused on wielding and building the power inherent in our products, in our brands, and in our people, continuing to invest in these corridors of advantage even in the midst of these increasingly difficult times. We believe our results show the diverse opportunities along our runways for growth both within automotive repair and with customers outside the garage. In that regard, we’ve maintained our actions to match the current preference of vehicle technicians for quick payback items and to extend our penetration of critical industries with effective customized solutions. At the same time, we’re leveraging our Snap-on Value Creation Processes to proceed through the challenges of today, driving improvements across the organization that we expect will author substantial and sustained gains as we move forward. As always, I want to thank our franchisees and associates worldwide for their notable contributions to our progress, for their unwavering dedication to our team, and for their steadfast belief in the significant potential of our future.”

Segment Results

Commercial & Industrial Group segment sales of $381.0 million in the quarter compared to $343.9 million last year, reflecting a $25.2 million, or 7.1%, organic sales gain and $11.9 million of favorable foreign currency translation. The organic increase includes higher sales in each of the segment’s operations, led by improved activity with customers in critical industries and in the specialty torque business.

Operating earnings of $54.9 million in the period compared to $53.2 million in 2025. The operating margin (operating earnings as a percentage of segment sales) of 14.4%, including 50 basis points of unfavorable currency effects, compared to 15.5% last year.

Snap-on Tools Group segment sales of $486.0 million in the quarter compared to $462.9 million last year, reflecting a $15.9 million, or 3.4%, organic sales increase and $7.2 million of favorable foreign currency translation. The organic gain is due to higher sales both in the U.S. and in the segment’s international operations.

Operating earnings of $105.0 million in the period compared to $92.4 million in 2025. The operating margin of 21.6% improved 160 basis points from 20.0% a year ago.

Repair Systems & Information Group segment sales of $485.3 million in the quarter compared to $475.9 million in 2025, primarily reflecting $9.1 million of favorable foreign currency translation. On an organic basis, increased sales of diagnostic and repair information products to independent repair shop owners and managers were offset by lower activity with OEM dealerships, while undercar equipment was essentially flat.

Operating earnings of $119.5 million in the period compared to $122.1 million in 2025. The operating margin of 24.6%, including 60 basis points of unfavorable currency effects, compared to 25.7% last year.

Financial Services operating earnings of $68.0 million on revenue of $101.1 million in the quarter compared to operating earnings of $70.3 million on revenue of $102.1 million last year. Originations of $264.6 million in the first quarter represented a decrease of $4.1 million, or 1.5%, from 2025 levels.

Corporate expenses in the first quarter of $28.6 million compared to $24.6 million last year.

Outlook

We believe that our markets and our operations possess and have demonstrated continuing and considerable resilience against the uncertainties of the current environment. Snap-on expects to make ongoing progress along its decisive runways for coherent growth, leveraging capabilities already proven in the automotive repair arena, developing and expanding its professional customer base, not only in automotive repair, but in adjacent markets, additional geographies and other areas, including extending in critical industries, where the cost and penalties for failure are high. In pursuit of these initiatives, we project that capital expenditures in 2026 will approximate $100 million, of which $21.2 million was incurred in the first three months of the year.

Snap-on currently anticipates that its full-year 2026 effective income tax rate will be in the range of 22% to 23%.

Conference Call and Webcast on April 23, 2026, at 9:00 a.m. Central Time

A discussion of this release will be webcast on Thursday, April 23, 2026, at 9:00 a.m. Central Time, and a replay will be available for at least 10 days following the call. To access the webcast, visit https://www.snapon.com/EN/Investors/Investor-Events and click on the link to the call. The slide presentation accompanying the call can be accessed under the Downloads tab in the webcast viewer, as well as on the Snap-on website at https://www.snapon.com/EN/Investors/Financial-Information/Quarterly-Earnings.

Non-GAAP Measures

References in this release to “organic sales” refer to sales from continuing operations calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), adjusted to exclude acquisition-related sales and the impact of foreign currency translation. Management evaluates the company’s sales performance based on organic sales growth, which primarily reflects growth from the company’s existing businesses as a result of increased output, expanded customer base, geographic expansion, new product development and pricing changes, and excludes sales contributions from acquired operations the company did not own as of the comparable prior-year reporting period. Organic sales also exclude the effects of foreign currency translation as foreign currency translation is subject to volatility that can obscure underlying business trends. Management believes that the non-GAAP financial measure of organic sales is meaningful to investors as it provides them with useful information to aid in identifying underlying growth trends in the company’s businesses and facilitates comparisons of its sales performance with prior periods.

About Snap-on

Snap-on Incorporated is a leading global innovator, manufacturer and marketer of tools, equipment, diagnostics, repair information and systems solutions for professional users performing critical tasks including those working in vehicle repair, aerospace, the military, natural resources, and manufacturing. From its founding in 1920, Snap-on has been recognized as the mark of the serious and the outward sign of the pride and dignity working men and women take in their professions. Products and services are sold through the company’s network of widely recognized franchisee vans, as well as through direct and distributor channels, under a variety of notable brands. The company also provides financing programs to facilitate the sales of its products and to support its franchise business. Snap-on, an S&P 500 company, generated sales of $4.7 billion in 2025, and is headquartered in Kenosha, Wisconsin.

Forward-looking Statements

Statements in this news release that are not historical facts, including statements that (i) are in the future tense; (ii) include the words “expects,” “anticipates,” “intends,” “approximates,” or similar words that reference Snap-on or its management; (iii) are specifically identified as forward-looking; or (iv) describe Snap-on’s or management’s future outlook, plans, estimates, objectives or goals, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Snap-on cautions the reader that this news release may contain statements, including earnings projections, that are forward-looking in nature and were developed by management in good faith and, accordingly, are subject to risks and uncertainties regarding Snap-on’s expected results that could cause (and in some cases have caused) actual results to differ materially from those described or contemplated in any forward-looking statement. Factors that may cause the company’s actual results to differ materially from those contained in the forward-looking statements include those found in the company’s reports filed with the Securities and Exchange Commission, including the information under the “Safe Harbor” and “Risk Factors” headings in its Annual Report on Form 10-K for the fiscal year ended January 3, 2026, which are incorporated herein by reference. Snap-on disclaims any responsibility to update any forward-looking statement provided in this news release, except as required by law.

SNAP-ON INCORPORATED

Condensed Consolidated Statements of Earnings

(Amounts in millions, except per share data)

(Unaudited)

Three Months Ended

April 4,

March 29,

2026

2025

Net sales

$

1,207.2

$

1,141.1

Cost of goods sold

(598.9

)

(562.6

)

Gross profit

608.3

578.5

Operating expenses

(357.5

)

(335.4

)

Operating earnings before financial services

250.8

243.1

Financial services revenue

101.1

102.1

Financial services expenses

(33.1

)

(31.8

)

Operating earnings from financial services

68.0

70.3

Operating earnings

318.8

313.4

Interest expense

(12.4

)

(12.4

)

Other income (expense) – net

16.8

14.4

Earnings before income taxes

323.2

315.4

Income tax expense

(69.7

)

(68.7

)

Net earnings

253.5

246.7

Net earnings attributable to noncontrolling interests

(6.5

)

(6.2

)

Net earnings attributable to Snap-on Incorporated

$

247.0

$

240.5

Net earnings per share attributable to Snap-on Incorporated:

Basic

$

4.76

$

4.59

Diluted

4.69

4.51

Weighted-average shares outstanding:

Basic

51.9

52.4

Effect of dilutive securities

0.8

0.9

Diluted

52.7

53.3

SNAP-ON INCORPORATED

Supplemental Segment Information

(Amounts in millions)

(Unaudited)

Three Months Ended

April 4,

March 29,

2026

2025

Net sales:

Commercial & Industrial Group

$

381.0

$

343.9

Snap-on Tools Group

486.0

462.9

Repair Systems & Information Group

485.3

475.9

Segment net sales

1,352.3

1,282.7

Intersegment eliminations

(145.1

)

(141.6

)

Total net sales

1,207.2

1,141.1

Financial Services revenue

101.1

102.1

Total revenues

$

1,308.3

$

1,243.2

Operating earnings:

Commercial & Industrial Group

$

54.9

$

53.2

Snap-on Tools Group

105.0

92.4

Repair Systems & Information Group

119.5

122.1

Financial Services

68.0

70.3

Segment operating earnings

347.4

338.0

Corporate

(28.6

)

(24.6

)

Operating earnings

318.8

313.4

Interest expense

(12.4

)

(12.4

)

Other income (expense) – net

16.8

14.4

Earnings before income taxes

$

323.2

$

315.4

SNAP-ON INCORPORATED

Condensed Consolidated Balance Sheets

(Amounts in millions)

(Unaudited)

April 4,

January 3,

2026

2026

Assets

Cash and cash equivalents

$

1,753.3

$

1,624.5

Trade and other accounts receivable – net

890.7

881.4

Finance receivables – net

598.2

590.2

Contract receivables – net

127.4

130.0

Inventories – net

1,020.5

1,025.2

Prepaid expenses and other current assets

157.6

151.5

Total current assets

4,547.7

4,402.8

Property and equipment – net

547.7

552.3

Operating lease right-of-use assets

89.9

83.7

Deferred income tax assets

74.3

72.5

Long-term finance receivables – net

1,273.3

1,298.8

Long-term contract receivables – net

417.6

423.1

Goodwill

1,102.1

1,109.5

Other intangible assets – net

267.2

270.7

Pension assets

173.3

173.8

Other long-term assets

23.3

25.1

Total assets

$

8,516.4

$

8,412.3

Liabilities and Equity

Notes payable and current maturities of long-term debt

$

316.2

$

16.2

Accounts payable

253.6

229.1

Accrued benefits

69.7

64.7

Accrued compensation

66.2

77.2

Franchisee deposits

64.4

66.2

Other accrued liabilities

519.0

465.1

Total current liabilities

1,289.1

918.5

Long-term debt

886.9

1,186.4

Deferred income tax liabilities

92.8

87.0

Retiree health care benefits

17.2

17.7

Pension liabilities

81.7

85.7

Operating lease liabilities

67.9

61.8

Other long-term liabilities

97.7

98.4

Total liabilities

2,533.3

2,455.5

Equity

Shareholders' equity attributable to Snap-on Incorporated

Common stock

67.5

67.5

Additional paid-in capital

575.1

578.5

Retained earnings

8,257.4

8,137.5

Accumulated other comprehensive loss

(375.9

)

(354.8

)

Treasury stock at cost

(2,566.0

)

(2,496.9

)

Total shareholders' equity attributable to Snap-on Incorporated

5,958.1

5,931.8

Noncontrolling interests

25.0

25.0

Total equity

5,983.1

5,956.8

Total liabilities and equity

$

8,516.4

$

8,412.3

SNAP-ON INCORPORATED

Condensed Consolidated Statements of Cash Flows

(Amounts in millions)

(Unaudited)

Three Months Ended

April 4,

March 29,

2026

2025

Operating activities:

Net earnings

$

253.5

$

246.7

Adjustments to reconcile net earnings to net cash provided (used) by operating activities:

Depreciation

19.7

18.3

Amortization of other intangible assets

5.3

5.7

Provisions for losses on finance receivables

18.3

18.2

Provisions for losses on non-finance receivables

5.1

5.8

Stock-based compensation expense

6.8

4.5

Deferred income tax provision

3.8

3.7

Loss on sales of assets

0.1

—

Changes in operating assets and liabilities, net of effects of the acquisition:

Trade and other accounts receivable

(17.1

)

(33.4

)

Contract receivables

6.5

2.9

Inventories

3.0

(3.0

)

Prepaid expenses and other assets

(7.9

)

(9.4

)

Accounts payable

29.4

18.5

Accrued and other liabilities

42.2

20.0

Net cash provided by operating activities

368.7

298.5

Investing activities:

Additions to finance receivables

(218.4

)

(218.9

)

Collections of finance receivables

215.9

210.7

Capital expenditures

(21.2

)

(22.9

)

Acquisition of business, net of cash acquired

(5.1

)

—

Disposals of property and equipment

0.4

0.1

Other

(0.2

)

(1.0

)

Net cash used by investing activities

(28.6

)

(32.0

)

Financing activities:

Net increase in other short-term borrowings

0.4

4.5

Cash dividends paid

(126.8

)

(112.2

)

Purchases of treasury stock

(99.9

)

(87.2

)

Proceeds from stock purchase plans and stock option exercises

30.6

18.3

Other

(15.4

)

(17.0

)

Net cash used by financing activities

(211.1

)

(193.6

)

Effect of exchange rate changes on cash and cash equivalents

(0.2

)

1.5

Increase in cash and cash equivalents

128.8

74.4

Cash and cash equivalents at beginning of year

1,624.5

1,360.5

Cash and cash equivalents at end of period

$

1,753.3

$

1,434.9

Supplemental cash flow disclosures:

Cash paid for interest

$

(13.8

)

$

(13.6

)

Net cash paid for income taxes

(19.4

)

(19.8

)

Non-GAAP Supplemental Data

The following non-GAAP supplemental data is presented for informational purposes to provide readers with insight into the information used by management for assessing the operating performance of Snap-on Incorporated's ("Snap-on") non-financial services ("Operations") and Financial Services businesses.

The supplemental Operations data reflects the results of operations and financial position of Snap-on's tools, diagnostics, equipment products, software, and other non-financial services operations with Financial Services presented on the equity method. The supplemental Financial Services data reflects the results of operations and financial position of Snap-on's U.S. and international financial services operations. The financing needs of Financial Services are met through intersegment borrowings and cash generated from Operations; Financial Services is charged interest expense on intersegment borrowings at market rates. Income taxes are charged to Financial Services on the basis of the specific tax attributes generated by the U.S. and international financial services businesses. Transactions between the Operations and Financial Services businesses are eliminated to arrive at the Condensed Consolidated Financial Statements.

SNAP-ON INCORPORATED

Non-GAAP Supplemental Consolidating Data - Supplemental Condensed Statements of Earnings

(Amounts in millions)

(Unaudited)

Operations*

Financial Services

Three Months Ended

Three Months Ended

April 4,

March 29,

April 4,

March 29,

2026

2025

2026

2025

Net sales

$

1,207.2

$

1,141.1

$

—

$

—

Cost of goods sold

(598.9

)

(562.6

)

—

—

Gross profit

608.3

578.5

—

—

Operating expenses

(357.5

)

(335.4

)

—

—

Operating earnings before financial services

250.8

243.1

—

—

Financial services revenue

—

—

101.1

102.1

Financial services expenses

—

—

(33.1

)

(31.8

)

Operating earnings from financial services

—

—

68.0

70.3

Operating earnings

250.8

243.1

68.0

70.3

Interest expense

(12.4

)

(12.4

)

—

—

Intersegment interest income (expense) – net

17.0

17.0

(17.0

)

(17.0

)

Other income (expense) – net

16.8

14.4

—

—

Earnings before income taxes and equity earnings

272.2

262.1

51.0

53.3

Income tax expense

(57.0

)

(55.4

)

(12.7

)

(13.3

)

Earnings before equity earnings

215.2

206.7

38.3

40.0

Financial services – net earnings attributable to Snap-on Incorporated

38.3

40.0

—

—

Net earnings

253.5

246.7

38.3

40.0

Net earnings attributable to noncontrolling interests

(6.5

)

(6.2

)

—

—

Net earnings attributable to Snap-on Incorporated

$

247.0

$

240.5

$

38.3

$

40.0

* Snap-on with Financial Services presented on the equity method.

SNAP-ON INCORPORATED

Non-GAAP Supplemental Consolidating Data - Supplemental Condensed Balance Sheets

(Amounts in millions)

(Unaudited)

Operations*

Financial Services

April 4,

January 3,

April 4,

January 3,

2026

2026

2026

2026

Assets

Cash and cash equivalents

$

1,752.8

$

1,624.1

$

0.5

$

0.4

Intersegment receivables

15.5

20.3

—

—

Trade and other accounts receivable – net

889.1

880.2

1.6

1.2

Finance receivables – net

—

—

598.2

590.2

Contract receivables – net

4.9

4.9

122.5

125.1

Inventories – net

1,020.5

1,025.2

—

—

Prepaid expenses and other current assets

159.2

154.7

12.8

11.2

Total current assets

3,842.0

3,709.4

735.6

728.1

Property and equipment – net

545.1

549.8

2.6

2.5

Operating lease right-of-use assets

84.8

78.4

5.1

5.3

Investment in Financial Services

396.1

400.3

—

—

Deferred income tax assets

47.2

45.4

27.1

27.1

Intersegment long-term notes receivable

794.0

815.0

—

—

Long-term finance receivables – net

—

—

1,273.3

1,298.8

Long-term contract receivables – net

7.1

8.0

410.5

415.1

Goodwill

1,102.1

1,109.5

—

—

Other intangible assets – net

267.2

270.7

—

—

Pension assets

173.3

173.8

—

—

Other long-term assets

42.4

44.1

0.3

0.3

Total assets

$

7,301.3

$

7,204.4

$

2,454.5

$

2,477.2

Liabilities and Equity

Notes payable and current maturities of long-term debt

$

16.5

$

16.2

$

299.7

$

—

Accounts payable

252.0

227.6

1.6

1.5

Intersegment payables

—

—

15.5

20.3

Accrued benefits

69.7

64.6

—

0.1

Accrued compensation

64.1

74.2

2.1

3.0

Franchisee deposits

64.4

66.2

—

—

Other accrued liabilities

501.2

455.1

32.2

24.4

Total current liabilities

967.9

903.9

351.1

49.3

Long-term debt and intersegment long-term debt

—

—

1,680.9

2,001.4

Deferred income tax liabilities

92.8

87.0

—

—

Retiree health care benefits

17.2

17.7

—

—

Pension liabilities

81.7

85.7

—

—

Operating lease liabilities

62.4

56.3

5.5

5.5

Other long-term liabilities

96.2

97.0

20.9

20.7

Total liabilities

1,318.2

1,247.6

2,058.4

2,076.9

Total shareholders’ equity attributable to Snap-on Incorporated

5,958.1

5,931.8

396.1

400.3

Noncontrolling interests

25.0

25.0

—

—

Total equity

5,983.1

5,956.8

396.1

400.3

Total liabilities and equity

$

7,301.3

$

7,204.4

$

2,454.5

$

2,477.2

* Snap-on with Financial Services presented on the equity method.

For the quarter ended March 2026, Snap-On (SNA - Free Report) reported revenue of $1.21 billion, up 5.8% over the same period last year. EPS came in at $4.69, compared to $4.51 in the year-ago quarter.

The reported revenue represents a surprise of +2.53% over the Zacks Consensus Estimate of $1.18 billion. With the consensus EPS estimate being $4.68, the EPS surprise was +0.26%.

While investors scrutinize revenue and earnings changes year-over-year and how they compare with Wall Street expectations to determine their next move, some key metrics always offer a more accurate picture of a company's financial health.

As these metrics influence top- and bottom-line performance, comparing them to the year-ago numbers and what analysts estimated helps investors project a stock's price performance more accurately.

Here is how Snap-On performed in the just reported quarter in terms of the metrics most widely monitored and projected by Wall Street analysts:

Net Sales- Financial Services Revenue: $101.1 million versus the three-analyst average estimate of $103.17 million. The reported number represents a year-over-year change of -1%.Net Sales- Intersegment eliminations: $-145.1 million versus $-145.28 million estimated by three analysts on average. Compared to the year-ago quarter, this number represents a +2.5% change.Net Sales- Repair Systems & Information Group: $485.3 million versus the three-analyst average estimate of $489.33 million. The reported number represents a year-over-year change of +2%.Net Sales- Snap-on Tools Group: $486 million compared to the $473.86 million average estimate based on three analysts. The reported number represents a change of +5% year over year.Net Sales- Commercial & Industrial Group: $381 million versus $360.45 million estimated by three analysts on average. Compared to the year-ago quarter, this number represents a +10.8% change.Operating earnings / (losses)- Financial services: $68 million versus the three-analyst average estimate of $70.59 million.Operating earnings / (losses)- Commercial & Industrial Group: $54.9 million versus the two-analyst average estimate of $55.52 million.Operating earnings / (losses)- Corporate: $-28.6 million compared to the $-28.08 million average estimate based on two analysts.Operating earnings / (losses)- Snap-on Tools Group: $105 million versus the two-analyst average estimate of $102.43 million.Operating earnings / (losses)- Repair Systems & Information Group: $119.5 million compared to the $126.7 million average estimate based on two analysts.View all Key Company Metrics for Snap-On here>>>

Shares of Snap-On have returned +4% over the past month versus the Zacks S&P 500 composite's +9.7% change. The stock currently has a Zacks Rank #3 (Hold), indicating that it could perform in line with the broader market in the near term.

Snap-on Incorporated (SNA) Q1 2026 Earnings Call Transcript

Have you evaluated the performance of Snap-On's (SNA - Free Report) international operations during the quarter that concluded in March 2026? Considering the extensive worldwide presence of this tool and diagnostic equipment maker, analyzing the patterns in international revenues is crucial for understanding its financial resilience and potential for growth.

In the current global economy, which is more interconnected than ever, a company's success in penetrating international markets is crucial for its financial health and growth journey. Investors must understand a company's dependence on overseas markets, as this offers a window into the company's earnings stability, its ability to benefit from varied economic cycles and its potential for long-term growth.

Being present in international markets serves as a counterbalance to domestic economic challenges while offering chances to engage with more rapidly evolving economies. However, this kind of diversification introduces challenges like currency fluctuations, geopolitical uncertainties and varying market trends.

While delving into SNA's performance for the past quarter, we observed some fascinating trends in the revenue from its foreign segments that are commonly modeled and observed by analysts on Wall Street.

The company's total revenue for the quarter amounted to $1.21 billion, showing rise of 5.8%. We will now explore the breakdown of SNA's overseas revenue to assess the impact of its international operations.

Exploring SNA's International Revenue PatternsOther International accounted for 10.1% of the company's total revenue during the quarter, translating to $122.1 million. Revenues from this region represented a surprise of +5.72%, with Wall Street analysts collectively expecting $115.49 million. When compared to the preceding quarter and the same quarter in the previous year, Other International contributed $120.7 million (9.8%) and $109.8 million (9.6%) to the total revenue, respectively.

Europe generated $215.2 million in revenues for the company in the last quarter, constituting 17.8% of the total. This represented a surprise of +15.77% compared to the $185.88 million projected by Wall Street analysts. Comparatively, in the previous quarter, Europe accounted for $203.7 million (16.5%), and in the year-ago quarter, it contributed $177.9 million (15.6%) to the total revenue.

Projected Revenues in Foreign MarketsThe current fiscal quarter's total revenue for Snap-On, as projected by Wall Street analysts, is expected to reach $1.22 billion, reflecting an increase of 3.5% from the same quarter last year. The breakdown of this revenue by foreign region is as follows: Other International is anticipated to contribute 9.8% or $119.89 million, and Europe 15.8% or $192.64 million.

For the full year, the company is expected to generate $4.89 billion in total revenue, up 3.1% from the previous year. Revenues from Other International and Europe are expected to constitute 9.8% ($480.67 million), and 15.8% ($774.93 million) of the total, respectively.

Key TakeawaysThe dependency of Snap-On on global markets for its revenues presents a mix of potential gains and hazards. Thus, monitoring the trends in its overseas revenues can be a key indicator for predicting the firm's future performance.

In an environment where global interconnections and geopolitical skirmishes are intensifying, Wall Street analysts keep a keen eye on these trends, particularly for firms with overseas operations, to adjust their earnings predictions. Moreover, a range of other aspects, including how a company fares in its home country, significantly affects these projections.

At Zacks, we place significant importance on a company's evolving earnings outlook. This is based on empirical evidence demonstrating its strong influence on a stock's short-term price movements. Invariably, there exists a positive relationship -- an upward revision in earnings estimates is typically mirrored by a rise in the stock price.

Our proprietary stock rating tool, the Zacks Rank, with its externally validated exceptional track record, harnesses the power of earnings estimate revisions to serve as a dependable measure for anticipating the short-term price trends of stocks.

At present, Snap-On holds a Zacks Rank #4 (Sell). This ranking implies that its near-term performance might underperform the overall market movement. You can see the complete list of today's Zacks Rank #1 (Strong Buy) stocks here >>>> .

Exploring Recent Trends in Stock PriceThe stock has increased by 5.4% over the past month compared to the 9.3% increase of the Zacks S&P 500 composite. Meanwhile, the Zacks Consumer Discretionary sector, which includes Snap-On,has increased 2.6% during this time frame. Over the past three months, the company's shares have experienced a gain of 3.4% relative to the S&P 500's 3.9% increase. Throughout this period, the sector overall has witnessed a 4.2% decrease.

KENOSHA, Wis.--(BUSINESS WIRE)--The Snap-on Incorporated (NYSE: SNA) board of directors today declared a quarterly common stock dividend of $2.44 per share payable June 10, 2026, to shareholders of record at the close of business on May 20, 2026. Snap-on has paid consecutive quarterly cash dividends, without interruption or reduction, since 1939.

Snap-on also announced today that its board of directors authorized a share repurchase program of up to $500 million of common stock, replacing the current share repurchase program under which, as of the end of the first quarter of 2026, approximately $230 million of authorization remained. An additional previously approved share repurchase program, which allows the repurchase of up to the number of shares issued under the company’s various equity plans, remains in place. Shares may be repurchased from time to time in the open market or through privately negotiated transactions, subject to market conditions, legal requirements and other considerations.

“This new authorization for share repurchases, together with our long-standing dividend program, reaffirms our commitment to create long-term value for our shareholders and demonstrates our unyielding confidence in the abundant possibilities of our future,” said Nick Pinchuk, Snap-on chairman and chief executive officer. “Even in times of uncertainty, our strong financial position and robust cash generation enable us in returning capital to our shareholders and in continuing to support our strategic investments, organically and through acquisitions, along our defined runways for growth and improvement.”

About Snap-on

Snap-on Incorporated is a leading global innovator, manufacturer and marketer of tools, equipment, diagnostics, repair information and systems solutions for professional users performing critical tasks including those working in vehicle repair, aerospace, the military, natural resources, and manufacturing. From its founding in 1920, Snap-on has been recognized as the mark of the serious and the outward sign of the pride and dignity working men and women take in their professions. Products and services are sold through the company’s network of widely recognized franchisee vans, as well as through direct and distributor channels, under a variety of notable brands. The company also provides financing programs to facilitate the sales of its products and to support its franchise business. Snap-on, an S&P 500 company, generated sales of $4.7 billion in 2025, and is headquartered in Kenosha, Wisconsin.

Forward-looking Statements

Statements in this news release that are not historical facts, including statements that (i) are in the future tense; (ii) include the words “expects,” “anticipates,” “intends,” “approximates,” or similar words that reference Snap-on or its management; (iii) are specifically identified as forward-looking; or (iv) describe Snap-on’s or management’s future outlook, plans, estimates, objectives or goals, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Snap-on cautions the reader that this news release may contain statements, including earnings projections, that are forward-looking in nature and were developed by management in good faith and, accordingly, are subject to risks and uncertainties regarding Snap-on’s expected results that could cause (and in some cases have caused) actual results to differ materially from those described or contemplated in any forward-looking statement. In particular, Snap-on cannot provide assurances regarding any specific market reaction to share repurchases, or related effects on the value of its shares, because that reaction is not under the company’s control and is subject to changes in the market unrelated to Snap-on, nor can Snap-on provide any assurances regarding its ability to repurchase shares on acceptable terms. Market conditions may also affect whether any repurchases are in fact accretive. Additional, factors that may cause the company’s actual results to differ materially from those contained in the forward-looking statements include those found in the company’s reports filed with the Securities and Exchange Commission, including the information under the “Safe Harbor” and “Risk Factors” headings in its Annual Report on Form 10-K for the fiscal year ended January 3, 2026, which are incorporated herein by reference. Snap-on disclaims any responsibility to update any forward-looking statement provided in this news release, except as required by law.

Snap-on is rated 'hold' due to recent operational improvements but persistent long-term sluggish growth and mixed profitability. SNA trades at a discount to peers on P/E and other valuation metrics, reflecting justified caution from years of underperformance. Recent Q1 2026 results show revenue and profit growth across key segments, especially in Snap-on Tools and Commercial & Industrial Groups.

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Further Expands Product Capabilities and End-Market Coverage of Torque Offerings to Critical Industries

KENOSHA, Wis.--(BUSINESS WIRE)--Snap-on Incorporated (NYSE: SNA), a leading global innovator, manufacturer and marketer of tools, equipment, diagnostics, repair information, and systems solutions for professional users performing critical tasks, today announced that it acquired Hi-Force Group Holdings Ltd. (“Hi-Force”) for approximately $58 million in cash on April 30, 2026.

Based in Daventry, United Kingdom, Hi-Force designs and manufactures high-pressure hydraulic tools, heavy lifting systems, as well as torque and tensioning equipment. The acquisition of Hi-Force complements and expands Snap-on’s offerings in the growing torque arena across a variety of industries including oil & gas, power generation, railways, mining, and heavy engineering. Hi-Force will be part of the company’s Commercial & Industrial Group.

About Snap-on

Snap-on Incorporated is a leading global innovator, manufacturer and marketer of tools, equipment, diagnostics, repair information and systems solutions for professional users performing critical tasks including those working in vehicle repair, aerospace, the military, natural resources, and manufacturing. From its founding in 1920, Snap-on has been recognized as the mark of the serious and the outward sign of the pride and dignity working men and women take in their professions. Products and services are sold through the company’s network of widely recognized franchisee vans, as well as through direct and distributor channels, under a variety of notable brands. The company also provides financing programs to facilitate the sales of its products and to support its franchise business. Snap-on, an S&P 500 company, generated sales of $4.7 billion in 2025, and is headquartered in Kenosha, Wisconsin.

Forward-looking Statements

Statements in this news release that are not historical facts, including statements that (i) are in the future tense; (ii) include the words “expects,” “anticipates,” “intends,” “approximates,” or similar words that reference Snap-on or its management; (iii) are specifically identified as forward-looking; or (iv) describe Snap-on’s or management’s future outlook, plans, estimates, objectives or goals, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Snap-on cautions the reader that this news release may contain statements, including earnings projections, that are forward-looking in nature and were developed by management in good faith and, accordingly, are subject to risks and uncertainties regarding Snap-on’s expected results that could cause (and in some cases have caused) actual results to differ materially from those described or contemplated in any forward-looking statement. Factors that may cause the company’s actual results to differ materially from those contained in the forward-looking statements include those found in the company’s reports filed with the Securities and Exchange Commission, including the information under the “Safe Harbor” and “Risk Factors” headings in its Annual Report on Form 10-K for the fiscal year ended January 3, 2026, which are incorporated herein by reference. Snap-on disclaims any responsibility to update any forward-looking statement provided in this news release, except as required by law.

More News From Snap-on Incorporated

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Expands Diagnostics and Repair Information Capabilities in Heavy-Duty and Equipment Markets

KENOSHA, Wis.--(BUSINESS WIRE)--Snap-on Incorporated (NYSE: SNA), a leading global innovator, manufacturer and marketer of tools, equipment, diagnostics, repair information, and systems solutions for professional users performing critical tasks, today announced that it acquired Diesel Laptops, LLC (“Diesel Laptops”) for approximately $100 million in cash on June 8, 2026.

Based in Irmo, South Carolina, Diesel Laptops specializes in diagnostics, repair information, and digital solutions for commercial trucks and off-highway vehicles serving heavy-duty repair shops, fleets, and other equipment customers such as those in mining, agriculture, and infrastructure. The acquisition expands Snap-on’s capabilities in these growing markets and further strengthens the corporation’s library of proprietary experienced-based data, as well as its product offerings to support the diagnosis and repair of increasingly complex vehicles and equipment. Diesel Laptops will be part of the company’s Repair Systems & Information Group.

About Snap-on

Snap-on Incorporated is a leading global innovator, manufacturer and marketer of tools, equipment, diagnostics, repair information and systems solutions for professional users performing critical tasks including those working in vehicle repair, aerospace, the military, natural resources, and manufacturing. From its founding in 1920, Snap-on has been recognized as the mark of the serious and the outward sign of the pride and dignity working men and women take in their professions. Products and services are sold through the company’s network of widely recognized franchisee vans, as well as through direct and distributor channels, under a variety of notable brands. The company also provides financing programs to facilitate the sales of its products and to support its franchise business. Snap-on, an S&P 500 company, generated sales of $4.7 billion in 2025, and is headquartered in Kenosha, Wisconsin.

Forward-looking Statements

Statements in this news release that are not historical facts, including statements that (i) are in the future tense; (ii) include the words “expects,” “anticipates,” “intends,” “approximates,” or similar words that reference Snap-on or its management; (iii) are specifically identified as forward-looking; or (iv) describe Snap-on’s or management’s future outlook, plans, estimates, objectives or goals, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Snap-on cautions the reader that this news release may contain statements, including earnings projections, that are forward-looking in nature and were developed by management in good faith and, accordingly, are subject to risks and uncertainties regarding Snap-on’s expected results that could cause (and in some cases have caused) actual results to differ materially from those described or contemplated in any forward-looking statement. Factors that may cause the company’s actual results to differ materially from those contained in the forward-looking statements include those found in the company’s reports filed with the Securities and Exchange Commission, including the information under the “Safe Harbor” and “Risk Factors” headings in its Annual Report on Form 10-K for the fiscal year ended January 3, 2026, which are incorporated herein by reference. Snap-on disclaims any responsibility to update any forward-looking statement provided in this news release, except as required by law.

Capital International Investors reduced its stake in shares of Novanta Inc. (NASDAQ: NOVT) by 82.2% in the undefined quarter, according to its most recent Form 13F filing with the Securities and Exchange Commission (SEC). The institutional investor owned 134,552 shares of the technology company's stock after selling 620,843 shares during the quarter. Capital

Congress Asset Management Co. raised its stake in Novanta Inc. (NASDAQ: NOVT) by 3.6% during the fourth quarter, according to the company in its most recent Form 13F filing with the SEC. The institutional investor owned 611,978 shares of the technology company's stock after buying an additional 21,331 shares during the quarter. Congress