1 ballot item.
Vote to approve the proposed acquisition of Two Harbors Investment Corp. by CrossCountry Intermediate Holdco, LLC (the CCM merger) as described in the definitive proxy statement and related merger agreement.
A proposal submitting the merger agreement under which CrossCountry Intermediate Holdco, LLC would acquire Two Harbors Investment Corp. for $12.00 per share (plus a pro-rated stub dividend) and related transaction approvals, to be voted on at a special meeting of TWO shareholders.
This proposal requests shareholder approval to consummate a merger under the Agreement and Plan of Merger dated March 27, 2026 (as amended), pursuant to which CrossCountry Intermediate Holdco, LLC (an affiliate of CrossCountry Mortgage) has offered $12.00 per share plus a pro-rated stub dividend to acquire Two Harbors Investment Corp. Management is seeking shareholder authorization because closing the transaction requires the affirmative vote of TWO common stockholders and satisfaction of customary closing conditions, including regulatory approvals. The supplemental communication reiterates that $12.00 per share (plus stub) is CrossCountry’s best and final offer and emphasizes that this represents a significant premium for a mortgage REIT; it also frames CrossCountry as a large national mortgage lender with operational scale. Material risks to closing highlighted in the filing include regulatory approvals (Fannie Mae, Freddie Mac, Ginnie Mae, and state regulators), financing and funding risk on CrossCountry’s side, potential legal proceedings or competing proposals, and the general market and interest-rate environment that affects mortgage-related assets and servicing rights. The filing references disclosures in the definitive proxy statement (filed April 20, 2026) about interests of directors and officers, potential conflicts, and other transaction-related information; however, this definitive additional materials filing does not itself state the board’s formal recommendation to shareholders. From a governance and valuation perspective, shareholders must weigh the immediacy and certainty of a full-cash transaction at a 12.00 per-share price against potential upside from remaining independent, the integration risks with RoundPoint and CrossCountry, and the various regulatory and financing execution risks. The communication’s forward-looking statements and the company’s cross-references to the proxy materials mean that a full evaluation requires reviewing the April 20, 2026 definitive proxy and any amendments or supplements, where the board’s recommendation and fuller background, including financial analyses and fairness considerations, are expected to be disclosed. Given the absence of a recommendation in this supplemental release, prudent shareholders should consult the definitive proxy for the board’s recommendation and supporting rationale before voting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.67% | 12,261,438 | $140M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.83% | 6,119,894 | $70M |
| 3 | BALYASNY ASSET MANAGEMENT L.P. | 4.69% | 4,929,421 | $56M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.43% | 4,651,280 | $53M |
| 5 | STATE STREET CORP | 3.75% | 3,934,529 | $45M |
| 6 | BlackRock, Inc. | 2.98% | 3,126,428 | $36M |
| 7 | Sand Grove Capital Management LLP | 2.95% | 3,094,787 | $35M |
| 8 | MILLENNIUM MANAGEMENT LLC | 2.02% | 2,125,337 | $24M |
| 9 | ALLIANCEBERNSTEIN L.P. | 2.01% | 2,109,499 | $22M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.01% | 2,107,408 | $24M |
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