SEC Form PREM14A filed by Two Harbors Investment Corp

The board of directors (the “Board”) of Two Harbors Investment Corp., a Maryland corporation (“TWO”), approved an Agreement and Plan of Merger, dated as of March 27, 2026 (the “CCM Merger Agreement”), by and among TWO, CrossCountry Intermediate Holdco, LLC, a Delaware limited liability company (“CCM”), and CrossCountry Merger Corp., a Maryland corporation and a wholly owned subsidiary of CCM (“Merger Sub”). Pursuant to the CCM Merger Agreement, Merger Sub will merge with and into TWO (the “CCM Merger”) with TWO surviving the CCM Merger and continuing as a wholly owned subsidiary of CCM. The closing of the CCM Merger will occur as promptly as practicable following satisfaction of all closing conditions set forth in the CCM Merger Agreement, and either TWO or CCM may terminate the CCM Merger Agreement if closing has not occurred by March 27, 2027, subject to an extension under certain circumstances.

Pursuant to the terms and subject to the conditions set forth in the CCM Merger Agreement, at the effective time of the CCM Merger (the “Effective Time”), each outstanding share of common stock, par value $0.01 per share, of TWO (“TWO Common Stock”) will be converted into the right to receive an amount in cash equal to $10.80 per share (the “CCM Merger Consideration”).

Subject to the terms and conditions of the CCM Merger Agreement, at the Effective Time, each outstanding share of TWO’s (i) 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, (ii) 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, and (iii) 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (collectively, the “TWO Preferred Stock”), will remain issued and outstanding. Promptly after the Effective Time, TWO will deliver a notice of redemption to its preferred stockholders, in accordance with TWO’s Articles of Amendment and Restatement, and the Articles Supplementary thereto, and its Amended and Restated Bylaws. Following the Effective Time, when required in connection with the redemption of the TWO Preferred Stock, CCM, on behalf of TWO, will irrevocably set aside and deposit, separate and apart from its other funds, in trust for the benefit of the TWO preferred stockholders, cash in immediately available funds in the amount of $25.00 per outstanding share of TWO Preferred Stock, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but not including, the redemption date (the “Preferred Stock Redemption Amount”). On the redemption date set forth in the notice of redemption, each share of TWO Preferred Stock will be redeemed for an amount in cash equal to the Preferred Stock Redemption Amount.

TWO will hold a special meeting of its common stockholders to approve the CCM Merger, which will be held virtually on [   ], 2026 at [   ] a.m., Eastern Time. TWO common stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/TWO2026SM. The TWO preferred stockholders are not entitled to vote on any of the matters at the special meeting but are entitled to notice of the special meeting. The prior merger agreement with UWM Holdings Corporation (“UWMC”) has been terminated and the proposed merger with UWMC has been abandoned. Therefore, the previously called special meeting for the proposed UWMC merger has been canceled and any proxy given to vote at such special meeting will not be counted, and stockholders must vote again to approve the CCM Merger.

At the special meeting, the TWO common stockholders will be asked to (i) consider and vote on a proposal to approve the CCM Merger (the “CCM Merger Proposal”), (ii) consider and vote on a non-binding advisory proposal to approve the compensation that may be paid or become payable to TWO’s named executive officers that is based on or otherwise relates to the CCM Merger (the “Non-Binding Compensation Advisory Proposal”), and (iii) approve the adjournment of the special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the CCM Merger Proposal (the “Adjournment Proposal”). The Board, at a meeting duly called and held, unanimously (i) determined and declared that the CCM Merger Agreement and the transactions contemplated therein, including the CCM Merger, are advisable and in the best interests of the TWO common stockholders; (ii) duly authorized and approved the execution, delivery and performance of the CCM Merger Agreement and the consummation of the CCM Merger and the other transactions contemplated by the CCM Merger Agreement; (iii) directed that approval of the CCM Merger and the other transactions contemplated by the CCM Merger Agreement be submitted for consideration by the TWO common stockholders at the special meeting; and (iv) resolved to recommend that the TWO common stockholders approve the CCM Merger and the other transactions contemplated by the CCM Merger Agreement.

The Board unanimously recommends that the TWO common stockholders vote “FOR” the CCM Merger Proposal, “FOR” the Non-Binding Compensation Advisory Proposal and “FOR” the Adjournment Proposal. Only those matters included in the Notice of Meeting may be considered and voted upon at the special meeting.

This proxy statement provides detailed information about the special meeting, the CCM Merger Agreement, the CCM Merger and other related matters. A copy of the CCM Merger Agreement is included as Annex A to this proxy statement. We encourage you to read this proxy statement, the CCM Merger Agreement and the other annexes to this proxy statement carefully and in their entirety. You may also obtain more information about TWO from the documents it files with the Securities and Exchange Commission (the “SEC”).

Even if you plan to attend the special meeting, we urge you to authorize a proxy as promptly as possible by (i) accessing the Internet website specified on your proxy card, (ii) calling the toll-free number specified on your proxy card or (iii) completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope prior to the special meeting to ensure that your shares will be represented and voted at the special meeting. If you authorize a proxy to vote your shares through the Internet or by telephone, you will be asked to provide the company number and control number from the enclosed proxy card. If you attend the special meeting and vote your shares of TWO Common Stock via the special meeting website, your vote will revoke any proxy previously submitted.

Your vote is very important, regardless of the number of shares of stock you own. Whether or not you plan to attend the special meeting, please authorize a proxy to vote your shares of stock as promptly as possible to make sure that your shares are represented at the special meeting. Please note that the failure to vote, or authorize a proxy to vote, your shares is the equivalent of a vote against the CCM Merger Proposal.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the CCM Merger, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated [   ], 2026, and is first being mailed to the TWO stockholders on or about [   ], 2026.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Two Harbors Investment Corp., a Maryland corporation (“TWO”), will be held virtually on [   ], 2026 at [   ] a.m., Eastern Time. TWO common stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/TWO2026SM for the following purposes:

TWO will transact no other business at the special meeting or any adjournment or postponement thereof. Please refer to the attached proxy statement for further information with respect to the business to be transacted at the special meeting. TWO’s board of directors (the “Board”) has fixed the close of business on [   ], 2026 as the record date for the determination of TWO common stockholders entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof. Accordingly, only TWO common stockholders at the close of business on that date are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof.

The Board has unanimously (i) determined and declared that the CCM Merger Agreement and the transactions contemplated therein, including the CCM Merger, are advisable and in the best interests of the TWO common stockholders; (ii) duly authorized and approved the execution, delivery and performance of the CCM Merger Agreement and the consummation of the CCM Merger and the other transactions contemplated by the CCM Merger Agreement; (iii) directed that approval of the CCM Merger and the other transactions contemplated by the CCM Merger Agreement be submitted for consideration by the TWO common stockholders at the special meeting; and (iv) resolved to recommend that the TWO common stockholders approve the CCM Merger and the other transactions contemplated by the CCM Merger Agreement. The Board unanimously recommends that the TWO common stockholders vote “FOR” the CCM Merger Proposal, “FOR” the Non-Binding Compensation Advisory Proposal and “FOR” the Adjournment Proposal.

Your vote is very important, regardless of the number of shares of TWO Common Stock you own. Whether or not you plan to attend the special meeting, please authorize a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the special meeting. Properly executed proxy cards with no instructions indicated on

the proxy card will be voted “FOR” the CCM Merger Proposal, “FOR” the Non-Binding Compensation Advisory Proposal and “FOR” the Adjournment Proposal. Even if you plan to attend the special meeting, we urge you to authorize a proxy as promptly as possible by (i) accessing the Internet website specified on your proxy card, (ii) calling the toll-free number specified on your proxy card or (iii) completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope prior to the special meeting to ensure that your shares will be represented and voted at the special meeting. If you hold your shares of TWO Common Stock in “street name,” which means through a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such record holder. If you attend the special meeting, you may revoke your proxy and vote your shares of TWO Common Stock via the special meeting website, even if you have previously returned your proxy card or authorized a proxy to vote your shares through the Internet or by telephone.

Please note that if you hold shares of stock in different accounts, it is important that you vote or authorize a proxy to vote the shares of stock represented by each account. If your shares of TWO Common Stock are held by a bank, broker or other nominee, and you plan to attend the special meeting and vote via the special meeting website, you will need to obtain a control number from your broker, bank, trustee or other nominee holder of record giving you the right to vote the shares of TWO Common Stock at the special meeting. Please carefully review the instructions in the enclosed proxy statement and the enclosed proxy card or the information forwarded by your bank, broker or other nominee regarding each of these options.

This notice and the enclosed proxy statement are first being mailed to TWO stockholders on or about [   ], 2026.

This proxy statement incorporates important business and financial information about TWO from other documents that are not included in or delivered with this proxy statement. This information is available to you without charge upon your request. To obtain timely delivery, you must request the information no later than five business days before the date of the special meeting. You can obtain the documents incorporated by reference into this proxy statement by requesting them from TWO’s investor relations department:

Investors may also consult TWO’s website at www.twoinv.com, for more information concerning the CCM Merger and other related transactions described in this proxy statement. The information contained on TWO’s website is not part of this proxy statement and is not incorporated herein by reference. The references to TWO’s website are intended to be inactive textual references only. TWO’s public filings are also available at www.sec.gov.

If you would like to request any documents that are incorporated by reference into this proxy statement, please do so by [   ], 2026 in order to receive them before the special meeting.

For more information, see “Where You Can Find More Information and Incorporation by Reference” beginning on page 79.

This proxy statement constitutes a proxy statement for TWO for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, it constitutes a notice of special meeting with respect to the special meeting.

You should rely only on the information contained or incorporated by reference in this proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement. This proxy statement is dated [   ], 2026, and you should not assume that the information contained in, or incorporated by reference into, this proxy statement is accurate as of any date other than that date (or, in the case of documents incorporated by reference, their respective dates). The mailing of this proxy statement to TWO common stockholders will not create any implication to the contrary.

The following questions and answers are intended to address certain commonly asked questions regarding the CCM Merger Agreement, the CCM Merger and the special meeting. These questions and answers do not address all questions that may be important to you as a stockholder of TWO. Please refer to the “Summary” beginning on page 7 and the more detailed information contained elsewhere in this proxy statement and its annexes, which you should read carefully.

This proxy statement may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the CCM Merger, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the CCM Merger, the ability of the parties to complete the CCM Merger 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 Exchange Act and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this proxy statement 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 their 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 proxy statement. These include, among other things:

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 are 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.

All forward-looking statements, expressed or implied, included in this proxy statement are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that TWO or persons acting on its behalf may issue.

TWO is a Maryland corporation founded in 2009 that, through its wholly owned subsidiaries, invests in, finances and manages mortgage servicing rights, or MSR, and Agency residential mortgage-backed securities, or Agency RMBS, and, through its operational platform, RoundPoint Mortgage Servicing LLC, is one of the largest servicers of conventional loans in the country. Agency refers to a government-sponsored enterprise, such as the Federal National Mortgage Association (“Fannie Mae”), or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or a U.S. government agency such as Ginnie Mae. TWO is structured as an internally-managed REIT.

TWO seeks to leverage its core competencies of understanding and managing interest rate and prepayment risk to invest in its portfolio of MSR and Agency RMBS, with the objective of delivering more stable performance, relative to RMBS portfolios without MSR, across changing market environments.

TWO has elected to be treated as a REIT for U.S. federal income tax purposes. TWO has designated certain of its subsidiaries as taxable REIT subsidiaries, or TRSs, as defined in the Internal Revenue Code of 1986 (the “Code”), to engage in such activities.

Shares of TWO Common Stock are listed on the NYSE, trading under the symbol “TWO”. TWO Series A Preferred Stock, TWO Series B Preferred Stock and TWO Series C Preferred Stock are listed on the NYSE, trading under the symbols “TWO PRA”, “TWO PRB” and “TWO PRC”, respectively.

TWO’s principal executive offices are located at 1601 Utica Avenue South, Suite 900, St. Louis Park, Minnesota 55416, and its telephone number is (612) 453-4100.

CrossCountry is a leading nationwide retail mortgage lender with more than 8,000 employees operating over 700 branches and servicing loans across all 50 states, D.C. and Puerto Rico, and a subsidiary of CCM.

CrossCountry is primarily engaged in the business of originating, selling, and servicing residential mortgage loans, with a focus on retail origination, while maintaining a modest presence in the consumer direct origination channel. CrossCountry maintains its corporate office in Cleveland, Ohio, and operates branch offices in all 50 states, ensuring a strong national presence that allows CrossCountry to serve a diverse customer base across the United States. CrossCountry is approved as a Title II, non-supervised direct endorsement mortgagee with HUD, reflecting a high standard of quality and compliance in the industry. Additionally, CrossCountry is an approved issuer with Ginnie Mae, as well as an approved seller and servicer with the Fannie Mae and Freddie Mac.

The principal executive office of CrossCountry and CCM is located at 2160 Superior Avenue, Cleveland, Ohio 44114 with a telephone number of (877) 351-3400.

CrossCountry Merger Corp. is a Maryland corporation and a wholly owned subsidiary of CCM. Merger Sub was formed solely for the purpose of entering into the CCM Merger Agreement and related agreements and consummating the transactions thereunder. Merger Sub has not conducted any business operations other than in connection with its formation and the transactions and related agreements. Upon the consummation of the transactions, Merger Sub will be merged with and into TWO and, as a result, the separate existence of Merger Sub will cease and TWO will continue its existence under the Laws of the State of Maryland as the surviving company. From and after the CCM Merger, TWO will be owned, directly or indirectly, by CCM.

The principal executive office of Merger Sub is located at 2160 Superior Avenue, Cleveland, Ohio 44114 with a telephone number of (877) 351-3400.

This proxy statement is being furnished in connection with the solicitation of proxies from TWO common stockholders for use at the special meeting. This proxy statement and accompanying form of proxy are first being mailed to TWO common stockholders on or about [   ], 2026.

A special meeting of TWO common stockholders will be held virtually on [   ], 2026 at [   ] a.m., Eastern Time. TWO common stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/TWO2026SM. TWO common stockholders will need the control number found on their proxy cards in order to access the special meeting website. The special meeting will be held for the following purposes:

Only business within the purposes described in the Notice of Special Meeting may be conducted at the special meeting. Any action may be taken on the items of business described above at the special meeting on the date specified above, or on any date or dates to which the special meeting may be adjourned or postponed.

TWO has fixed the close of business on [   ], 2026 as the record date for determining TWO common stockholders entitled to notice of, and to vote at, the special meeting. Holders of TWO Common Stock, TWO Series A Preferred Stock, TWO Series B Preferred Stock and TWO Series C Preferred Stock at the close of business on the record date will be entitled to notice of the special meeting, unless a new record date is set in connection with any adjournment or postponement of the special meeting. Only TWO common stockholders at the close of business on the record date will be entitled to vote at the special meeting, unless a new record date is set in connection with any adjournment or postponement of the special meeting. As of the record date, there were [   ] issued and outstanding shares of TWO Common Stock. Each holder of record of TWO Common Stock on the record date is entitled to one vote per share. Votes may be cast either via the special meeting website or by properly authorized proxy at the special meeting. As of the record date, the issued and outstanding TWO Common Stock was held by approximately [   ] beneficial owners.

Stockholders of Record. If you are a stockholder of record of TWO Common Stock, you may have your shares of TWO Common Stock voted on the matters to be presented at the special meeting in any of the following ways:

Beneficial Owners. If your shares of TWO Common Stock are held in “street name,” please refer to the instructions provided by your broker, bank, trustee or other nominee to see which of the above choices are available to you. Please note that if you are a holder in “street name” and wish to vote via the special meeting website, and your

broker, bank, trustee or other nominee has not provided you with a control number on the voting instruction form it furnishes you, you will need to obtain a control number from your broker, bank, trustee or other nominee holder of record giving you the right to vote the shares at the special meeting. Please also see the question and answer referencing “street name” shares.

All shares of TWO Common Stock that are entitled to vote and are represented at the special meeting by properly authorized proxies received before or at the special meeting and not revoked, will be voted at such special meeting in accordance with the instructions indicated on the proxies. If no instructions are given on a timely and properly executed proxy card, your shares will be voted:

Votes cast via the special meeting website or by proxy at the special meeting will be tabulated by one or more inspectors appointed by the Board for the special meeting who will also determine whether or not a quorum is present.

Any proxy given by a stockholder pursuant to this solicitation may be revoked at any time before the vote is taken at the special meeting in any of the following ways:

TWO is soliciting proxies on behalf of the Board. TWO will bear the costs of soliciting proxies. Brokerage houses, fiduciaries, nominees and others will be reimbursed for their out-of-pocket expenses in forwarding proxy materials to owners of TWO Common Stock held in their names. In addition to the solicitation of proxies by use of the mail, proxies may be solicited from TWO common stockholders by directors, officers and employees of TWO in person or by telephone, by facsimile, on the Internet or other appropriate means of communications. No additional compensation, except for reimbursement of reasonable out-of-pocket expenses, will be paid to directors, officers and employees of TWO in connection with this solicitation. TWO has retained D.F. King to solicit, and for advice and assistance in connection with the solicitation of, proxies for the special meeting at a cost of $12,500, plus out-of-pocket expenses. No portion of the amount that TWO has agreed to pay to D.F. King is contingent upon the Closing. TWO has agreed to indemnify D.F. King against any loss, damage, expense, liability or claim arising out of such services. Any questions or requests for assistance regarding this proxy statement and related proxy materials may be directed to D.F. King by telephone at (646) 677-2516 (for banks and brokers) or (888) 887-0082 (toll-free).

The presence via the special meeting website or by proxy, of the holders of shares of TWO Common Stock entitled to cast a majority of all the votes entitled to be cast at the special meeting will constitute a quorum at the special meeting. Shares that abstain from voting will be treated as shares that are present and entitled to vote at the special meeting for purposes of determining whether a quorum exists. Because approval of the CCM Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of TWO Common Stock entitled to vote on the matter, abstentions and the failure to vote will have the same effect as votes “AGAINST” approval of the CCM Merger Proposal. For the Non-Binding Compensation Advisory Proposal and the Adjournment Proposal, a failure to vote, a failure to instruct your bank, broker or nominee to vote or an abstention from voting will have no effect on the outcome of those proposals, assuming a quorum is present.

In accordance with the rules of the NYSE, brokers, banks and other nominees who hold shares of TWO Common Stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the

CCM Merger Proposal, the Non-Binding Compensation Advisory Proposal or the Adjournment Proposal. A so-called “broker non-vote” results when brokers, banks and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of the relevant shares. TWO does not expect any broker non-votes at the special meeting because the proposals upon which stockholders will be voting are all “non-routine” matters, and your broker, bank or other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your broker’s, bank’s or other nominee’s voting form, do not provide voting instructions via the internet or telephone through your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote virtually with a “legal proxy” from your broker, bank or other nominee, your shares will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, and your failure to vote will have the same effect as if you voted “AGAINST” the CCM Merger Proposal, and will have no effect on the Non-Binding Compensation Advisory Proposal or the Adjournment Proposal.

Approval of the CCM Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of TWO Common Stock entitled to vote on the matter.

Approval of the Non-Binding Compensation Advisory Proposal requires, provided a quorum is present, the affirmative vote of a majority of the votes cast on the Non-Binding Compensation Advisory Proposal by TWO common stockholders at the special meeting.

Approval of the Adjournment Proposal requires, provided a quorum is present, the affirmative vote of a majority of the votes cast on the Adjournment Proposal by TWO common stockholders at the special meeting.

Regardless of the number of shares of TWO Common Stock you own, your vote is important. Please complete, sign, date and promptly return the enclosed proxy card today or vote by phone or Internet.

TWO common stockholders are asked to approve the CCM Merger Proposal as contemplated by the CCM Merger Agreement. For a summary and detailed information regarding the CCM Merger Proposal, see the information about the CCM Merger and the CCM Merger Agreement throughout this proxy statement, including the information set forth in sections entitled “The CCM Merger” beginning on page 23 and “The CCM Merger Agreement” beginning on page 58. A copy of the CCM Merger Agreement is attached as Annex A to this proxy statement.

Pursuant to the CCM Merger Agreement, approval of the CCM Merger Proposal is a condition to the consummation of the CCM Merger. If the CCM Merger Proposal is not approved, the CCM Merger will not be completed.

Approval of the CCM Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of TWO Common Stock entitled to vote on the matter. For purposes of the CCM Merger Proposal, a failure to vote, a failure to instruct your bank, broker or nominee to vote or an abstention from voting will have the same effect as a vote “AGAINST” the CCM Merger Proposal.

The Board unanimously recommends a vote “FOR” the CCM Merger Proposal.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Exchange Act, TWO is seeking stockholder approval of a non-binding advisory proposal to approve the compensation that may be paid or become payable to TWO’s named executive officers that is based on or otherwise relates to the CCM Merger, as described in the section entitled “The CCM Merger—Interests of TWO’s Directors and Executive Officers in the CCM Merger” beginning on page 50.

As an advisory vote, this proposal is not binding upon TWO or the Board, and approval of this proposal is not a condition to completion of the CCM Merger and is a vote separate and apart from the CCM Merger Proposal. Accordingly, you may vote to approve the CCM Merger Proposal and vote not to approve the Non-Binding Compensation Advisory Proposal and vice versa. Because the CCM Merger-related executive compensation to be paid in connection with the CCM Merger is based on the terms of the CCM Merger Agreement as well as the contractual arrangements with TWO’s named executive officers, such compensation will be payable, regardless of the outcome of this advisory vote, if the CCM Merger Proposal is approved (subject only to the contractual conditions applicable thereto). However, TWO seeks the support of its stockholders and believes that stockholder support is appropriate because TWO has a comprehensive executive compensation program designed to link the compensation of its executives with TWO’s performance and the interests of TWO stockholders. Accordingly, holders of shares of TWO Common Stock are being asked to vote on the following resolution:

RESOLVED, that the compensation that may be paid or become payable to TWO’s named executive officers, in connection with the CCM Merger Agreement, the CCM Merger and the transactions contemplated thereby and the agreements or understandings pursuant to which such compensation may be paid or become payable, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The CCM Merger—Interests of TWO’s Directors and Executive Officers in the CCM Merger” is hereby APPROVED.

Approval of the Non-Binding Compensation Advisory Proposal, provided a quorum is present, requires the affirmative vote of a majority of the votes cast on the matter. For purposes of the Non-Binding Compensation Advisory Proposal, a failure to vote, a failure to instruct your bank, broker or nominee to vote or an abstention from voting will have no effect on the outcome of the proposal.

The Board unanimously recommends a vote “FOR” the Non-Binding Compensation Advisory Proposal.

The TWO common stockholders are being asked to approve a proposal that will give TWO the authority to adjourn the special meeting to another place, time or date, if necessary or appropriate, for the purpose of (i) soliciting additional proxies if there are insufficient shares of TWO Common Stock represented (either virtually or by proxy) and voting or to constitute a quorum necessary to conduct the business of the special meeting, (ii) ensuring that any supplement or amendment to this proxy statement is timely provided to TWO common stockholders, or (iii) complying with applicable law. If, at the special meeting, the number of shares of TWO Common Stock present or represented by proxy and voting for the approval of the CCM Merger Proposal is insufficient to approve such proposal, TWO intends to move to adjourn the special meeting to another place, date or time in order to enable the Board to solicit additional proxies for approval of the proposal. TWO does not intend to call a vote on the Adjournment Proposal if the CCM Merger Proposal is considered and approved at the special meeting. If the special meeting is adjourned for the purpose of soliciting additional proxies, TWO common stockholders who have already submitted their proxies will be able to revoke them at any time prior to their exercise.

Approval of the Adjournment Proposal, provided a quorum is present, requires the affirmative vote of a majority of the votes cast on the matter. For purposes of the Adjournment Proposal, a failure to vote, a failure to instruct your bank, broker or nominee to vote or an abstention from voting will have no effect on the outcome of the proposal.

The Board unanimously recommends a vote “FOR” the Adjournment Proposal to adjourn the special meeting to another place, date or time, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the CCM Merger Proposal.

No other matters will be transacted at the special meeting.

The following is a summary of the material terms of the CCM Merger. This summary does not purport to be complete and may not contain all of the information about the CCM Merger that is important to you. The summary of the material terms of the CCM Merger below and elsewhere in this proxy statement is qualified in its entirety by reference to the CCM Merger Agreement, a copy of which is attached to this proxy statement as Annex A, and is incorporated by reference into this proxy statement. You are urged to read this proxy statement, including the CCM Merger Agreement, carefully and in its entirety for a more complete understanding of the CCM Merger.

Each of the Board and CCM’s managing members has unanimously approved the CCM Merger Agreement, the CCM Merger and the other transactions contemplated by the CCM Merger Agreement. Subject to the terms and conditions of the CCM Merger Agreement, including the approval of the TWO common stockholders of the CCM Merger Proposal, Merger Sub will merge with and into TWO, with TWO continuing as the surviving company. As a result of the CCM Merger, the surviving company will be a wholly owned subsidiary of CCM. TWO stockholders will receive the CCM Merger Consideration described below under “The CCM Merger Agreement—Consideration for the CCM Merger” beginning on page 59.

The following chronology summarizes the key meetings and events that led to the signing of the CCM Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Board, TWO’s representatives, CCM’s representatives and other parties.

The Board regularly evaluates TWO’s strategic direction and ongoing business plans and reviews possible ways of increasing long-term stockholder value. These reviews include the consideration of various investments, diversification into new assets, purchases and sales of assets, potential strategic business combinations, pursuing growth strategies as an independent company, evaluating whether TWO should retain its status as a REIT and other transactions with third parties that would further TWO’s strategic objectives and ability to create stockholder value.

Management of TWO and CCM have interacted with one another from time to time through their participation in the mortgage industry, and the companies have, from time to time and in the ordinary course of business, engaged in transactions with each other, including periodic sales by TWO of mortgage servicing rights to CCM and subservicing by TWO’s subsidiary, RoundPoint, of mortgage servicing rights owned by CCM.

On December 9, 2024, William Greenberg, President and Chief Executive Officer of TWO, received an unsolicited, preliminary non-binding proposal letter from UWMC proposing to acquire TWO for consideration valued at 1.05x TWO’s fully diluted tangible common book value, payable in UWMC Class A Common Stock at a fixed exchange ratio (the “December 9 UWMC Letter”). The December 9 UWMC Letter stated that the proposed purchase price was subject to UWMC’s due diligence of TWO.

On December 18, 2024, the Board met in executive session and Mr. Greenberg discussed with the board the December 9 UWMC Letter as well as the outreach from the chief executive officer of a potential counterparty referred to herein as Company A indicating that Company A was interested in acquiring TWO, though no specific purchase price had been proposed by Company A.

On December 26, 2024, Mr. Greenberg received an unsolicited, preliminary non-binding proposal letter from Company A to acquire TWO, offering $14.25 to $15.00 in cash for each share of TWO Common Stock, representing 0.98x – 1.04x fully diluted tangible book value per share and a 22% to 28% premium to TWO’s share price as of December 23, 2024 (the “December 26 Company A Letter”). The December 26 Company A Letter stated that the proposed purchase price was subject to Company A’s due diligence of TWO. The December 26 Company A Letter assumed, among other things, that TWO’s book value reflected all appropriate reserves for realized and contingent liabilities and stated that any substantial deviation from the assumptions contained in the December 26 Company A Letter could necessitate a corresponding adjustment to the consideration offered.

On January 13, 2025, the Board met via videoconference, with representatives of TWO’s then-current financial advisor and outside legal counsel present. Outside counsel to TWO discussed the duties of the Board in the context of considering acquisition proposals. Representatives of TWO’s financial advisor discussed, among other things, the terms of each proposal, market and trading perspectives on each of the proposals and other potential strategic

alternatives to the proposals, including pursuing a growth strategy as an independent company and terminating TWO’s status as a REIT and compared those alternatives to the transaction proposals. After discussion, the Board held an executive session to further discuss the acquisition proposals and potential responses thereto and, following discussion, determined not to proceed with the proposal from Company A and to inform UWMC that the purchase price included in the December 9 UWMC Letter was not one the Board would be willing to act upon. TWO’s financial advisor subsequently conveyed this message to representatives of UWMC.

On January 15, 2025, a representative of TWO notified a representative of Company A that the Board, with the assistance of its financial and legal advisors, had carefully analyzed and considered Company A’s non-binding proposal regarding a potential acquisition of TWO and, after careful consideration, the Board had determined that the Company A proposal was not in the best interests of TWO or its stockholders.

On January 27, 2025, in response to the feedback from TWO’s financial advisor, UWMC submitted a revised non-binding indication of interest increasing its proposal to acquire TWO for consideration valued at 1.10x TWO’s fully diluted tangible common book value, payable in UWMC Class A Common Stock at a fixed exchange ratio (the “January 27 UWMC Letter”).

On February 17, 2025, the Board met via videoconference, with representatives of TWO management and its then-current financial advisor and outside counsel present. A representative of the financial advisor summarized the January 27 UWMC Letter and UWMC’s business profile, reviewed preliminary valuation work for a combined company and identified diligence areas and factors that could affect value to TWO stockholders. Following discussion, the Board asked management and the financial advisor to refine the financial and valuation analysis with respect to an acquisition by UWMC and to prepare a proposed response to UWMC for consideration at a subsequent meeting.

On February 23, 2025, TWO engaged Houlihan Lokey as an additional financial advisor to perform a strategic alternatives analysis, which included a review of TWO’s corporate strategic posture and the identification and evaluation of certain strategic alternatives available to TWO. As compensation for Houlihan Lokey’s services, TWO agreed to pay Houlihan Lokey a fixed fee which was not contingent on the occurrence of a transaction.

On March 7, 2025, the Board met via videoconference, with representatives of TWO management, its then-current financial advisor and outside counsel to TWO present. Representatives of Houlihan Lokey were also invited to attend the meeting. TWO’s then-current financial advisor provided the Board with an update on valuation considerations relating to the January 27 UWMC Letter, noting that the trading price of TWO Common Stock had increased relative to the trading price of UWMC Class A Common Stock following UWMC’s fourth-quarter 2024 results. The financial advisor then reviewed updated valuation work for a potential combined company and compared potential stockholder returns to precedent transactions, and expressed the view that a transaction would be accretive to UWMC at a price greater than the price reflected in the January 27 UWMC Letter. At the request of the Board, representatives of Houlihan Lokey provided perspectives on the proposed acquisition by UWMC, including a review of the proposed exchange ratio and a preliminary review of the relative contributions of TWO and UWMC to certain pro forma financial metrics for the combined company. The Board determined that the January 27 UWMC Letter was not satisfactory and discussed key terms that could be acceptable to TWO. The Board directed TWO management, together with outside counsel to TWO, to prepare a draft response for review by the Board prior to submission.

On March 10, 2025, following review by the members of the Board, representatives of TWO submitted a non-binding term sheet to UWMC to guide further discussions, which contemplated valuing the TWO Common Stock at 1.3x fully diluted tangible common book value and a cash-election merger structure. Following receipt, representatives of UWMC informed TWO that UWMC was not prepared to move forward. No further discussions took place between the parties concerning the UWMC proposal.

On March 31, 2025, the magistrate judge issued a report and recommendation (“R&R”) in TWO’s pending litigation in the United States District Court for the Southern District of New York (the “Court”) with its prior external manager, PRCM Advisers LLC and related entities (together “Pine River”) related to TWO’s termination of the management agreement with Pine River (the “Management Agreement”). The R&R recommended Pine River’s motion for summary judgment to the extent that TWO did not have a basis on which to terminate the Management Agreement for cause and as to TWO’s pending counterclaims be granted, and Pine River’s motion for summary judgment otherwise be denied. The Court adopted the R&R on May 23, 2025, over TWO’s objection, and the parties agreed to participate in mediation, which mediation took place in August 2025.

On August 20, 2025, TWO entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Pine River whereby TWO and Pine River agreed to compromise and settle all claims alleged in the lawsuits between the parties. Pursuant to the terms of the Settlement Agreement, TWO agreed to make a cash payment of $375 million (the “Settlement Payment”), which Settlement Payment was paid to Pine River in September 2025. Under the Settlement Agreement, Pine River agreed to relinquish ownership or any other interest it held in any and all intellectual property that Pine River licensed, conveyed, or otherwise provided to TWO or that was developed by or for TWO, whether pursuant to the terms of the Management Agreement or otherwise. Following receipt of the Settlement Payment, Pine River caused to be dismissed with prejudice all claims alleged in its complaint. TWO and Pine River agreed to unconditionally and irrevocably release and discharge each other and their respective representatives from and against any and all claims alleged in the lawsuits between the parties.

On September 24, 2025, Mr. Greenberg received an unsolicited, preliminary non-binding proposal letter (the “September 24 Company B Letter”) from a representative of a potential counterparty referred to herein as Company B regarding an interest in exploring a potential acquisition of TWO. The September 24 Company B Letter proposed acquiring all the outstanding shares of TWO Common Stock in a stock-for-stock transaction at a contemplated purchase price of 1.04x “adjusted common book value,” representing a 17% premium to TWO’s share price as of September 23, 2025.

On September 30, 2025, following a conversation between the chief executive officer of Company B and Mr. Greenberg seeking clarification of the proposal terms, Company B sent a revised proposal letter to Mr. Greenberg (the “September 30 Company B Letter”). The September 30 Company B Letter reflected a revised proposal to acquire all the outstanding shares of TWO Common Stock in a stock-for-stock transaction at a contemplated purchase price of 1.065x fully diluted tangible common book value (1.04x total common book value, inclusive of goodwill), representing an 18% premium to TWO’s share price as of September 29, 2025.

On October 3, 2025, the Board met via videoconference, with members of TWO management and a representative of Jones Day in attendance to discuss Company B’s proposal. The Board reviewed management’s overview of the proposal, the current opportunities and challenges for TWO, TWO’s prospects as a standalone company and potential strategic alternatives available to TWO. The representative of Jones Day reviewed with the Board its duties. The Board discussed the September 30 Company B Letter, whether to conduct a market check with other possible buyers, the engagement of a financial advisor to assist with any process and the formation of an ad hoc committee (the “Ad Hoc Committee”) to oversee the exploration of any potential transaction. The Board approved the formation of an Ad Hoc Committee that would be comprised of Stephen G. Kasnet, James A. Stern and Hope B. Woodhouse, with the appointments to be documented by written action. The Ad Hoc Committee was not formed as a result of any perceived or alleged conflict of interests with respect to a potential transaction. The Ad Hoc Committee was established with a mandate to direct, approve, modify and monitor the process and procedures related to the review and evaluation of a potential transaction and the consideration and evaluation of the proposed terms and conditions thereof. At the meeting, both Mr. Greenberg and Mr. Kasnet expressed their confidence in the ability of Houlihan Lokey to effectively guide the Board in a process, as Houlihan Lokey maintained a strong reputation in the market and had extensive experience generally in mergers and acquisitions, valuation of businesses, financing and capital markets and familiarity with TWO and the industry in which TWO operates. The Board approved the engagement of Houlihan Lokey, subject to the finalization of terms by the Ad Hoc Committee.

On October 6, 2025, the Board executed an action by unanimous written consent ratifying the formation of the Ad Hoc Committee and appointing Stephen G. Kasnet, James A. Stern and Hope B. Woodhouse to serve on the Ad Hoc Committee.

On October 7, 2025, the Ad Hoc Committee held its initial meeting via videoconference with representatives of Jones Day and Houlihan Lokey to discuss general process considerations and other preliminary matters in connection with the unsolicited proposal from Company B. A representative of Jones Day discussed with the Ad Hoc Committee its duties in the context of a potential transaction. Representatives of Houlihan Lokey summarized recent discussions with Company B’s advisors, noting an indicative gross purchase price of 1.065x fully diluted tangible common book value per share in a stock-for-stock transaction and discussed with the Ad Hoc Committee a market check with other potentially interested parties. The Ad Hoc Committee was supportive of the proposed outreach plan and process and unanimously authorized Houlihan Lokey to proceed.

Between October 8, 2025 and October 10, 2025, Houlihan Lokey contacted four parties (other than Company B) to gauge their interest in pursuing a strategic transaction with TWO. Three of these parties (UWMC, Company A and CCM) entered into non-disclosure agreements with TWO in the following weeks. Each of the non-disclosure agreements included customary “standstill” provisions that would fall away upon TWO’s entry into a definitive agreement relating to a sale of TWO.

During the week of October 13, 2025, Mr. Greenberg and the chief business officer and head of investor relations of UWMC, Blake Kolo, had a telephone conversation to discuss UWMC’s interest in exploring a potential transaction with TWO. No specific transaction terms were discussed.

On October 14, 2025, TWO and Company B entered into a non-disclosure agreement with respect to a potential transaction. Also on October 14, 2025, TWO and CCM entered into a non-disclosure agreement with respect to a potential transaction. Following execution of such non-disclosure agreements, Company B and CCM received confidential information of TWO for purposes of further evaluating a potential transaction.

On October 15, 2025, the chief executive officer of Company A engaged in discussions with a representative of Houlihan Lokey and conveyed Company A’s continued interest in pursuing a transaction with TWO.

On October 15, 2025, Mr. Greenberg and the chief executive officer of UWMC, Mat Ishbia, had a telephone conversation to discuss UWMC’s interest in exploring a potential transaction with TWO. No specific transaction terms were discussed. Also on October 15, 2025, a representative of Houlihan Lokey contacted representatives of UWMC to further confirm UWMC’s continued interest in pursuing a transaction with TWO, to which UWMC confirmed their continued interest.

On October 17, 2025, TWO and Company A entered into a non-disclosure agreement, following which Company A received confidential information of TWO for purposes of further evaluating a potential transaction.

On October 18, 2025, UWMC formally engaged BofA Securities, Inc. (“Bank of America”) as a financial advisor in connection with evaluating a potential business combination transaction with TWO.

On October 20, 2025, the Ad Hoc Committee held a meeting via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the outreach conducted by Houlihan Lokey, together with other preliminary transaction considerations and next steps for any potential transaction with such counterparties. Following discussions with the assistance of representatives of Houlihan Lokey and Jones Day, the Ad Hoc Committee decided it would request indicative bids by October 31, 2025, with the Ad Hoc Committee to receive an interim update from Houlihan Lokey on October 27, 2025 and to convene thereafter to review bids and confirm next steps with the full Board.

On October 23, 2025, UWMC formally engaged Greenhill, a Mizuho affiliate (“Mizuho”) as another financial advisor, along with Bank of America, for the purpose of evaluating a potential business combination transaction with TWO.

On October 24, 2025, TWO and UWMC entered into a non-disclosure agreement, following which UWMC received confidential information of TWO for purposes of further evaluating a potential transaction. TWO began to exchange due diligence information with UWMC, and continued to do so until the execution of the UWMC Merger Agreement. Also on October 24, 2025, representatives of Houlihan Lokey provided to TWO a letter setting forth information regarding Houlihan Lokey’s relationships with TWO, Company A, Company B, CCM and UWMC. The Board subsequently reviewed the letter and determined that there was nothing disclosed in the letter that would affect the ability of Houlihan Lokey to provide objective financial advice to TWO.

On October 27, 2025, TWO executed an engagement letter (effective as of October 6, 2025) pursuant to which it formally retained Houlihan Lokey as its financial advisor in connection with a potential business combination transaction.

On October 27, 2025, the Ad Hoc Committee held a meeting via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the status of outreach to potential counterparties. Houlihan Lokey advised that it expected to receive indicative offers from Company B, CCM, and UWMC by the end of the week, and that Company A was also considering submitting an offer. At the meeting, representatives of Houlihan Lokey reviewed preliminary financial analyses of TWO based on the projections of TWO (the “October 2025 TWO Projections”), which projections were made available to CCM and which are further described in the section titled “Certain Unaudited Prospective Financial Information” beginning on page 48.

On October 30, 2025, CCM submitted a letter to TWO that contained a non-binding proposal to acquire all of the equity interests of TWO in an all-cash merger (the “First CCM Proposal Letter”). The First CCM Proposal Letter contemplated a cash purchase price range of 1.10x – 1.15x fully diluted tangible common book value per share, representing a 21% – 26% premium to TWO’s share price as of October 29, 2025. The First CCM Proposal Letter contemplated funding the purchase price through a combination of existing, on-hand liquidity of CCM and other financing sources and stated that the proposal would not be subject to any financing contingencies.

On October 31, 2025, Company A provided to Houlihan Lokey an email indication of a purchase price of 1.03x fully diluted tangible common book value per share in cash to exclusively acquire the common stock of TWO. The Company A proposal did not address the redemption or other satisfaction of the outstanding preferred stock of TWO.

On November 3, 2025, UWMC submitted a letter to TWO that contained a non-binding proposal to acquire all of the equity interests of TWO in exchange for newly issued UWMC Class A Common Stock based on a fixed exchange ratio (the “First UWMC Proposal Letter”). The First UWMC Proposal Letter contemplated a purchase price of 1.10x fully diluted tangible common book value per share, representing an approximate 20% premium to TWO’s share price as of October 31, 2025. The First UWMC Proposal Letter also indicated that UWMC was amenable to discussing the addition of an incremental member to the UWMC board of directors.

On November 4, 2025, the Ad Hoc Committee held a meeting via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the proposals received to date from Company A, Company B, CCM and UWMC and to assess the risks and merits of each such proposal. Representatives of Houlihan Lokey provided an update on the current transaction process, status of engagement with each party and terms of each of the proposals. At the conclusion of the meeting, the Ad Hoc Committee determined to continue discussions with Company B, CCM and UWMC. The Ad Hoc Committee further determined the terms of the Company A proposal were not sufficient to form a basis for TWO to continue discussions regarding a potential transaction with Company A.

On November 4, 2025, representatives from Houlihan Lokey spoke with representatives from CCM and its financial advisor to discuss CCM’s contemplated financing sources and whether the transaction would reflect a fixed price at signing or a book value multiple that would result in a price being determined prior to closing.

On November 12, 2025, representatives of UWMC, including (i) Mr. Kolo, (ii) the chief financial officer of UWMC, Rami Hasani, and (iii) the executive vice president, investor relations and legal affairs for UWMC, Matt Roslin, Mizuho and Bank of America attended a virtual meeting with representatives of TWO, including Mr. Greenberg and Mr. Kasnet, and representatives of Houlihan Lokey, to discuss a potential transaction. In addition, representatives of Houlihan Lokey sent an information request list to representatives of UWMC for purposes of TWO’s diligence of UWMC. Also on November 12, 2025, representatives of TWO, including Mr. Greenberg and Mr. Kasnet, and representatives of Houlihan Lokey attended two separate in-person meetings with representatives of Company B and representatives of CCM, together with their respective financial advisors, to discuss the potential transaction.

On November 12, 2025, TWO made available drafts of a potential merger agreement in the virtual data room. TWO prepared one form of the merger agreement to reflect an all-cash merger transaction and one form of the merger agreement to reflect a stock-for-stock merger transaction, which forms were otherwise identical in all material respects. Among other things, the forms of the draft merger agreement provided that the acquiror would be required to commit to any remedy to obtain any required regulatory approvals to consummate the transaction and provided for a termination fee of 2% of the fully diluted full equity value of the transaction that was payable by TWO under certain circumstances, including if TWO terminated the merger agreement to enter into a superior proposal or if the acquiror terminated the merger agreement following the Board changing its recommendation in response to an intervening event.

On the morning of November 14, 2025, the chief executive officer of Company B called Mr. Greenberg to inform him that Company B was withdrawing its indication of interest to acquire TWO. Discussions with respect to a potential transaction with Company B subsequently ceased.

On November 14, 2025, management representatives of TWO attended a series of separate commercial and operational management diligence calls with representatives of CCM and UWMC. The meeting between TWO and UWMC covered several commercial and operational topics including TWO’s approach to its capital markets functions, forecast assumptions, certain tax-related questions and TWO’s servicing business conducted by its subsidiary, RoundPoint.

On November 17, 2025, UWMC and CCM both submitted revised, written non-binding proposals, each of which was accompanied by a mark-up of the applicable draft merger agreement. The revised proposal from CCM indicated a contemplated all cash purchase price to reflect 1.10x fully diluted tangible common book value per share, representing an approximately 22% premium to TWO’s share price as of November 14, 2025. The revised proposal from UWMC increased the contemplated all stock purchase price to 1.15x fully diluted tangible common book value per share, representing an approximately 25% premium to TWO’s share price as of November 14, 2025 and reiterated UWMC’s openness to discussing the addition of an incremental member to the UWMC board of directors. The revised draft of the merger agreement submitted by CCM, among other things, increased the amount of the termination fee payable by TWO to 4% of the fully diluted full equity value of the transaction and the circumstances in which such termination fee would be payable by TWO. The merger agreement submitted by CCM also added new closing conditions that no remedy to obtain any required regulatory approvals would impose a burdensome condition on CCM and also required receipt of certain third-party commercial consents beyond regulatory approvals. The revised draft of the merger agreement submitted by UWMC, among other things, accepted the termination fee of 2% of the fully diluted full equity value and provided that UWMC would not be required to commit to any remedy to obtain any required regulatory approvals that would result in an adverse effect that is more than immaterial on UWMC or the business of TWO.

On November 18, 2025, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the strategic rationale and the terms of the revised proposals received from UWMC and CCM. The Ad Hoc Committee discussed that with CCM’s proposal there was less certainty toward the timing of a deal and there was also the possibility of downward valuation adjustments. A representative of Jones Day discussed with the Ad Hoc Committee their duties in connection with the proposed transaction. Also on November 18, 2025, Mr. Ishbia contacted Mr. Greenberg to further express UWMC’s interest in a potential transaction with TWO. No specific transaction terms were discussed.

On November 20, 2025, representatives of Jones Day and representatives of Simpson Thacher & Bartlett LLP (“Simpson Thacher”), counsel to CCM, spoke in order for Jones Day to provide TWO’s initial views on the merger agreement sent by CCM and to ask clarifying questions, focusing primarily on CCM’s contemplated financing arrangements, scope of required regulatory approvals and closing condition requiring the receipt of certain non-regulatory third-party consents.

On November 21, 2025, representatives of Jones Day and representatives of Greenberg Traurig, LLP (“Greenberg Traurig”), as counsel to UWMC, spoke in order for Jones Day to provide TWO’s initial views on the merger agreement sent by UWMC and to ask clarifying questions, focusing primarily on the approach to determining required regulatory approvals and transaction structuring.

On November 21, 2025, the Board met via videoconference, with members of TWO management and representatives of Jones Day and Houlihan Lokey in attendance to discuss the most recent proposals received from UWMC and CCM. A representative of Jones Day discussed the duties of the Board in the context of the proposed business combination. Representatives of Houlihan Lokey reviewed the transaction developments since the most recent Board meeting and the financial terms of the most recent proposals from UWMC and CCM. The representatives of Houlihan Lokey also conveyed to the Board that CCM had requested exclusivity and the reimbursement of expenses but had not conditioned their continuing participation in the process on TWO agreeing to these requests. The Board, with the assistance of representatives of Houlihan Lokey and Jones Day, discussed, among other topics, key terms of the proposals, including the consideration proposed and the conditions related to each proposed transaction. The Board unanimously agreed to continue discussions with each of UWMC and CCM.

Between November 21, 2025 and November 26, 2025, representatives of TWO, including management, and representatives of Houlihan Lokey held a series of individual meetings with each of UWMC and CCM and their respective advisors in connection with each party’s due diligence review of TWO. The topics at these meetings generally focused on TWO’s operations, legal matters, financial, human resources and accounting matters and tax matters.

On November 24, 2025, UWMC provided representatives of TWO, Jones Day and Houlihan Lokey with access to a virtual data room for diligence of UWMC by TWO. The virtual data room was updated with additional due diligence information throughout the ensuing transaction negotiations.

On November 25, 2025, representatives of Jones Day provided revised drafts of the merger agreements to representatives of Greenberg Traurig and to Simpson Thacher. The revised draft of the merger agreement sent to Simpson Thacher, among other things, reduced the amount of the termination fee payable by TWO to 2.5% of the fully

diluted full equity value of the transaction, required CCM to commit to any remedies that may be required to obtain regulatory approvals to consummate the transaction and removed the condition requiring the receipt of certain non-regulatory third-party consents. The revised draft of the merger agreement sent to Greenberg Traurig, among other things, also required UWMC to commit to any remedies that may be required to obtain regulatory approvals to consummate the transaction.

On November 25, 2025, Ron Leonhardt, chief executive officer of CCM, hosted Mr. Greenberg for an in-person visit to the CCM headquarters office. Mr. Greenberg and Mr. Leonhardt talked about the potential transaction, the remaining diligence to be completed and certain key deal points to be resolved between TWO and CCM.

On November 29, 2025, representatives of Simpson Thacher provided a revised draft of the merger agreement to representatives of Jones Day which, among other things, continued to include the closing conditions from the prior CCM draft that no remedy to obtain any required regulatory approvals would impose a burdensome condition on CCM and the receipt of certain non-regulatory third-party consents. The revised draft of the merger agreement also increased the amount of the termination fee payable by TWO to 3.5% of the fully diluted full equity value of the transaction. The revised draft of the merger agreement further stated that CCM would have available funds to consummate the acquisition but was not accompanied by additional evidence of funds.

On December 2, 2025, representatives of UWMC, including Mr. Kolo and Mr. Roslin, hosted a dinner for representatives of TWO, including Mr. Kasnet, Mr. Greenberg and other members of TWO management, in Pontiac, Michigan to discuss the potential transaction. Mr. Ishbia briefly attended the dinner but was not present for the full discussion.

On December 3, 2025, Mr. Kolo, Mr. Roslin and other members of UWMC management, hosted Mr. Kasnet, Mr. Greenberg and other members of TWO management, and representatives from Bank of America, Mizuho and Houlihan Lokey at UWMC’s headquarters in Pontiac, Michigan to learn more about UWMC as a company and to continue discussions regarding the potential transaction and the potential value that could be created as a combined company.

On December 4, 2025, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the status of ongoing negotiations with CCM and UWMC and impressions from the recent in-person meetings with CCM and UWMC. The Ad Hoc Committee discussed process and timing considerations, including scheduling a meeting of the Board to review Houlihan Lokey’s preliminary financial analyses. The Ad Hoc Committee directed Houlihan Lokey to solicit final value improvements from each of UWMC and CCM and indicated a willingness to consider exclusivity if a clear leader emerged.

On December 5, 2025, representatives of Greenberg Traurig provided a revised draft of the merger agreement to representatives of Jones Day which, among other things, provided that UWMC would not be required to commit to any remedy to obtain any required regulatory approvals that would result in an adverse effect that is more than immaterial on UWMC or the business of TWO and included several revisions to the operating restrictions on TWO and UWMC in the period between the signing of the merger agreement and the closing of the transaction. The draft merger agreement proposed that further discussion occur between UWMC and TWO with respect to the treatment of equity awards and employee matters covenants. Also on December 5, 2025, representatives of TWO, including Mr. Greenberg, William Dellal, Vice President and Chief Financial Officer of TWO, Nick Letica, Vice President and Chief Investment Officer of TWO, and other members of TWO management, Houlihan Lokey, UWMC, including Mr. Kolo, Mr. Hasani and Mr. Roslin, Bank of America and Mizuho met via videoconference to discuss each party’s assessments of potential joint synergies.

On December 5, 2025, representatives of Jones Day provided a revised draft of the merger agreement to representatives of Simpson Thacher. The draft made counterproposals on the various points that remained under negotiation, including with respect to the efforts standard to obtain the required regulatory approvals and the closing condition regarding the receipt of certain non-regulatory third-party consents. The revised draft of the merger agreement also decreased the amount of the termination fee payable by TWO to 3.0% of the fully diluted full equity value of the transaction.

On December 5, 2025, a representative of Houlihan Lokey had a telephone call with Mr. Leonhardt to indicate that TWO was anticipating an increase in bids from parties involved in the process. Mr. Leonhardt indicated that CCM did not have an ability to further increase its purchase price proposal.

On December 8, 2025, the financial advisor to Company A sent via email to Mr. Greenberg and Mr. Letica an alternative transaction proposal that would consist of a $1 billion contribution of mortgage servicing rights to TWO, with TWO issuing preferred or common stock in exchange.

On December 9, 2025, at the request of TWO, representatives of Houlihan Lokey verbally communicated a counterproposal to UWMC’s financial advisors to increase the purchase price to $12.75 per share of TWO Common Stock, which was equal to 1.21x TWO’s fully diluted tangible common book value per share as of September 30, 2025, and to utilize a fixed exchange ratio based on the 10-day volume weighted average price of UWMC Class A Common Stock as of the signing date for the price of UWMC’s shares as consideration. UWMC’s financial advisors asked representatives of Houlihan Lokey whether TWO would consider agreeing to exclusivity with UWMC if UWMC accepted TWO’s counterproposal. Representatives of Houlihan Lokey responded that they believed TWO would consider it under such circumstances, subject to the execution of a limited term exclusivity agreement.

On December 10, 2025, Mr. Kolo proposed to Mr. Greenberg increasing UWMC’s proposed purchase price to between 1.170x to 1.175x of TWO’s tangible common book value per fully diluted share as of September 30, 2025. Mr. Greenberg indicated that he was prepared to recommend to the Ad Hoc Committee the proposed purchase price of 1.175x TWO’s tangible common book value per fully diluted share as of September 30, 2025, which implied a purchase price per share of TWO Common Stock of $12.42. Mr. Kolo and Mr. Greenberg discussed fixing the exchange ratio for this proposed purchase price based on the volume weighted average price of UWMC Class A Common Stock for either the 10 or 15 trading days prior to execution of a definitive agreement, with the final number of trading days being subject to further discussion by the parties. Mr. Kolo also stated that UWMC would require a limited period of exclusivity in order to proceed further on the process. On December 10, 2025, UWMC Class A Common Stock closed at a price of $5.61 per share.

Also on December 10, 2025, CCM confirmed to representatives of Houlihan Lokey that the CCM bid remained at 1.10x of the most recent TWO tangible common book value on a fully diluted basis and that there would be approximately $11 million of downward adjustments to TWO’s tangible common book value contingent upon resolving certain balance sheet items in advance of the signing of a transaction with CCM.

On December 11, 2025, representatives of Greenberg Traurig sent a draft limited-term exclusivity agreement to representatives of Jones Day and UWMC made certain UWMC financial projections available in the virtual data room.

On December 11, 2025, representatives of Jones Day provided a revised draft of the merger agreement to representatives of Greenberg Traurig and an initial draft of the TWO Disclosure Letter to the merger agreement (the “TWO Disclosure Letter”). The draft made counterproposals on various points that remained under negotiation, including the treatment of TWO equity awards, certain covenants covering the operation of TWO’s and UWMC’s operations during the period between the signing and the closing of the merger agreement and certain covenants relating to TWO providing financing cooperation to UWMC and, among other things, substantially accepted UWMC’s proposal on the required efforts standard to obtain any required regulatory approvals to consummate the transaction.

On December 11, 2025 and December 12, 2025, representatives of TWO and its tax and accounting advisor attended separate calls with representatives of UWMC and its respective tax and accounting advisors for the purposes of conducting tax and financial diligence on UWMC.

On December 12, 2025, Mr. Greenberg and Mr. Kolo discussed the exchange ratio mechanics and agreed that they would recommend to their respective boards of directors that the price of the UWMC Class A Common Stock for the purpose of computing the exchange ratio be fixed based on the volume weighted average price of UWMC Class A Common Stock for the 15 trading days period ending on December 16, 2025.

On December 12, 2025, representatives of Jones Day and Greenberg Traurig negotiated the terms of and finalized the limited-term exclusivity agreement. The limited-term exclusivity agreement provided for a period of exclusivity until 11:59 p.m. (Eastern time) on December 24, 2025 and an automatic extension through 11:59 p.m. (Eastern time) on December 31, 2025, if TWO and UWMC continued to negotiate in good faith definitive transaction documentation with respect to the transaction at the time of expiration of the initial exclusivity period. In addition, the exclusivity period would automatically terminate upon the earlier to occur of the execution by TWO and UWMC of a definitive merger agreement or upon UWMC communicating to TWO any material change in the economic terms of the proposed transaction as of December 10, 2025.

On December 12, 2025, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the status of the negotiations to date with each of CCM and UWMC. A

representative of Jones Day again discussed with the Ad Hoc Committee their duties in connection with the proposed transaction, the terms of the latest draft of the merger agreement with UWMC and provided an update on the reverse due diligence process of UWMC. Representatives of Houlihan Lokey then reviewed with the Ad Hoc Committee the financial terms of the latest UWMC and CCM proposals as well as the latest proposal from Company A. The Ad Hoc Committee also discussed the request by UWMC for an exclusive negotiating period to finalize the transaction and reviewed the terms of the limited-term exclusivity agreement. The Ad Hoc Committee determined UWMC’s proposal to be superior and unanimously approved entry into the limited-term exclusivity agreement with UWMC. Following the Ad Hoc Committee meeting in the evening of December 12, 2025, TWO and UWMC entered into the limited-term exclusivity agreement. On December 12, 2025, UWMC Class A Common Stock closed at a price of $5.38 per share.

On December 13 and 14, 2025, Mr. Greenberg and Mr. Kolo discussed the timing for the transaction and a proposed plan to sign and announce the transaction prior to market open on December 17, 2025. In light of this timing, Mr. Greenberg and Mr. Kolo discussed the exchange ratio implied by the proposed purchase price and the potential impact on the exchange ratio when expressed relative to the closing price of UWMC Class A Common Stock if the UWMC Class A Common Stock were to decline or increase significantly in price over the course of the trading days on December 15, 2025 and December 16, 2025. In particular, even though the pricing mechanics would deliver a 117.5% premium to TWO’s fully diluted tangible book value relative to a volume weighted 15-trading day average, it would appear only as 112.5% when expressed relative to the closing price of UWMC Class A Common Stock on December 12, 2025. In order to address these potential price changes, Mr. Kolo proposed to Mr. Greenberg that the exchange ratio be calculated based on the higher of: (i) the closing price of UWMC Class A Common Stock on the date prior to signing and (ii) the volume weighted average price of UWMC Class A Common Stock for the 15 trading days prior to execution of a definitive agreement but requiring that the exchange ratio be restricted so that the implied price per share of TWO Common Stock would not be lower than $11.94 (reflecting a multiple of 1.13x TWO’s tangible common book value per fully diluted share as of September 30, 2025) or higher than $12.42 (reflecting the agreed upon multiple of 1.175x TWO’s tangible common book value per fully diluted share as of September 30, 2025) when expressed relative to the UWMC Class A Common Stock closing price on the date prior to signing. Based on the closing price of the UWMC Class A Common Stock on December 12, 2025 of $5.38 per share, the exchange ratio under this proposal would equal 2.2201 shares of UWMC Class A Common Stock per share of TWO Common Stock. Without that restriction and using the volume weighted 15-day average as of December 12, 2025, the exchange ratio would have been 2.2095.

On December 14, 2025, representatives of Greenberg Traurig provided a revised draft of the merger agreement and a revised draft of the TWO Disclosure Letter to representatives of Jones Day. The revised draft of the merger agreement made counterproposals on the various points that remained under negotiation, including certain covenants related to employee matters, certain covenants covering the operation of TWO’s and UWMC’s operations during the period between the signing and the closing of the merger agreement and certain covenants relating to TWO providing financing cooperation to UWMC. Also on December 14, 2025, representatives of Greenberg Traurig provided an initial draft of the Parent Disclosure Letter to the merger agreement (the “Parent Disclosure Letter”) to representatives of Jones Day.

On December 15, 2025, the Board met via videoconference together with representatives of Jones Day and Houlihan Lokey. A representative of Jones Day discussed the duties of the Board in the context of the proposed business combination and reviewed the terms of the merger agreement, including conditions to the closing of the merger, no-shop restrictions, termination rights, the termination fee and the regulatory efforts covenants of UWMC, and further shared the findings from TWO’s reverse legal due diligence of UWMC. Representatives of Houlihan Lokey then reviewed with the Board the financial terms of the latest UWMC and CCM proposals and Houlihan Lokey’s preliminary financial analyses of CCM and UWMC. Also on December 15, 2025, representatives of Jones Day provided revised drafts of the merger agreement and the TWO Disclosure Letter to representatives of Greenberg Traurig. The revised draft of the merger agreement made counterproposals on the various points that remained under negotiation, including the employee matters covenants.

On December 16, 2025, Mr. Greenberg received an unsolicited letter from a representative of CCM, presenting a further revised proposal. Such proposal reflected an all-cash offer of 1.15x fully diluted adjusted tangible common book value per share, representing a 23% premium to TWO’s share price as of December 15, 2025. The total amount of consideration per share would float based on the book value of TWO as of the closing, rather than being set at a fixed cash price per share determined as of the signing of the transaction. Although the letter stated CCM’s intention to finance the purchase price with a combination of CCM’s on-hand liquidity and financing sources, including secured financing lines, it did not provide additional information to allow for an evaluation of CCM’s financing sources or

progress to obtain such financing. The letter did not address various points that were unresolved in the merger agreement with CCM, including, among others, CCM’s position that the closing of the transaction would be conditioned on the receipt of certain non-regulatory third-party consents.

On December 16, 2025, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey. The representatives of Jones Day provided an update on the negotiated terms of the merger agreement. Members of TWO management, together with representatives of Houlihan Lokey, updated the Ad Hoc Committee on the unsolicited letter from a representative of CCM received earlier that day. Members of management, together with representatives of Houlihan Lokey and Jones Day, noted that TWO was subject to a limited-term exclusivity agreement with UWMC and, in the event TWO desired to engage with CCM on the unsolicited letter, it would not be in a position to engage with CCM until the exclusivity period expired. The Ad Hoc Committee, with the assistance of representatives of Houlihan Lokey and Jones Day, discussed the unsolicited letter from CCM and decided that the letter did not warrant further engagement by TWO because, among other issues with the non-binding proposal from CCM, the letter did not provide additional information to allow for an evaluation of CCM’s financing sources or progress to obtain such financing and also did not address the open points that were unresolved in the merger agreement with CCM. After discussion, and after taking into consideration all of the information presented and discussed in the several prior communications and meetings among representatives of TWO’s management, the Board and TWO’s advisors that occurred during the course of the negotiations between UWMC and TWO, the Ad Hoc Committee unanimously (i) determined that the UWMC Merger Agreement and the transactions contemplated thereby, including the proposed UWMC merger, were in the best interests of TWO and its stockholders and (ii) determined to recommend to the Board that the Board approve the UWMC Merger Agreement and the transactions contemplated thereby, including the proposed UWMC merger.

On the afternoon of December 16, 2025, the UWMC Board met via videoconference to approve the UWMC Merger Agreement, with representatives of UWMC’s senior management, Greenberg Traurig, Bank of America and Mizuho in attendance. At the meeting, UWMC’s senior management provided the UWMC Board with an overview and summary of the proposed acquisition of TWO. Following this discussion, representatives of Greenberg Traurig reviewed with the UWMC Board the duties of directors in connection with transactions of this type. Representatives from Greenberg Traurig then summarized the final terms of the UWMC Merger Agreement. After further discussions, and after taking into consideration all of the information presented and discussed in the several prior communications and meetings among UWMC’s senior management, the UWMC Board unanimously (i) determined that the UWMC Merger Agreement and the other transactions contemplated therein, including the proposed UWMC merger and the UWMC stock issuance, are fair to and in the best interests of UWMC and its stockholders and (ii) approved and declared advisable the UWMC Merger Agreement and the execution, delivery and performance of the UWMC Merger Agreement, including the UWMC stock issuance.

On December 16, 2025, the UWMC Class A Common Stock closed at a price of $5.12 per share, which, based on the exchange ratio limits discussed by the representatives of UWMC and TWO, resulted in an exchange ratio equal to 2.3328 shares of UWMC Class A Common Stock per share of TWO Common Stock.

On December 16, 2025 and into the early morning of December 17, 2025, representatives of Jones Day and Greenberg Traurig finalized the UWMC Merger Agreement, TWO Disclosure Letter and Parent Disclosure Letter.

On the morning of December 17, 2025, the Board met via videoconference together with representatives of Jones Day and Houlihan Lokey. A representative of Jones Day reviewed the directors’ duties in connection with their consideration of the proposed transaction and the final terms of the negotiated UWMC Merger Agreement. Members of TWO management, together with representatives of Houlihan Lokey, updated the Board on the unsolicited letter from a representative of CCM received the prior day and the Ad Hoc Committee’s determination that the letter did not warrant further engagement with CCM given, among other things, the open questions that remained around CCM’s financing for the transaction and the conditionality contained in CCM’s draft of the merger agreement. The Board concurred with the views of the Ad Hoc Committee with respect to the unsolicited offer from CCM. Representatives of Houlihan Lokey then reviewed with the Board its final financial analysis of TWO, UWMC and the proposed UWMC merger. Thereafter, as requested by the Board, a representative of Houlihan Lokey orally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated December 17, 2025), as to the fairness, from a financial point of view, to the holders of TWO Common Stock, of the exchange ratio provided for in the proposed UWMC merger pursuant to the UWMC Merger Agreement. The Board then unanimously (i) determined and declared that the UWMC Merger Agreement and the transactions contemplated thereby, including the proposed UWMC merger, were advisable and in the best interests of, TWO and its stockholders;

(ii) duly authorized and approved the execution, delivery and performance of the UWMC Merger Agreement and the consummation of the proposed UWMC merger and the other transactions contemplated by the UWMC Merger Agreement; (iii) directed that approval of the proposed UWMC merger and the other transactions contemplated by the UWMC Merger Agreement be submitted for consideration by the holders of TWO Common Stock at a TWO special meeting; and (iv) resolved to recommend that the holders of TWO Common Stock approve the proposed UMWC merger and the other transactions contemplated by the UWMC Merger Agreement.

Later in the morning of December 17, 2025, following the Board meeting on such date, UWMC and TWO executed the UWMC Merger Agreement and, prior to the opening of trading, issued a joint press release announcing the UWMC Merger Agreement and the proposed UMWC merger.

Following the public announcement of the proposed UWMC merger, Mr. Leonhardt called Mr. Greenberg to propose a potential purchase of mortgage servicing rights from TWO. Towards the end of the conversation, Mr. Leonhardt raised the recently announced transaction between UWMC and TWO. Mr. Greenberg informed Mr. Leonhardt that Mr. Greenberg was not permitted to engage in conversations about a potential transaction in accordance with the non-solicitation covenants contained in the UWMC Merger Agreement.

In the afternoon of December 17, 2025, a representative of CCM submitted an unsolicited offer letter to Mr. Greenberg and representatives of Houlihan Lokey containing a further revised proposal. Such proposal’s terms reiterated those set forth in CCM’s proposal letter dated December 16, 2025 and again reflected an all-cash offer of 1.15x fully diluted adjusted tangible common book value per share, representing a 23% premium to TWO’s share price as of December 15, 2025. The consideration would be determined to be 115% of the fully diluted tangible common book value prior to closing rather than a fixed price as of the signing of the transaction, meaning that TWO stockholders would continue to be exposed to the market risk of changes to the underlying assets of TWO during the period after the signing of a transaction and prior to the closing of a transaction. The letter further stated that CCM did not anticipate any financing contingency, but did not provide financing commitments or additional information on funding sources beyond the previously communicated sources of funds.

In the evening of December 17, 2025, a representative of Jones Day notified representatives of UWMC and Greenberg Traurig that TWO had received an unsolicited letter from CCM and provided a redacted copy thereof in the transmittal.

On December 18, 2025, the Board convened a meeting by videoconference with members of TWO management and representatives of Jones Day and Houlihan Lokey in attendance. A representative from Jones Day discussed with the Board the covenants and obligations relating to non-solicitation of competing proposals under the UWMC Merger Agreement and the process in the event that TWO received a competing proposal. After the Board asked various questions of its advisors and TWO management, and after further discussion, the Board unanimously determined that, while the CCM offer of December 17, 2025 was not a superior proposal, such offer could reasonably be expected to lead to a superior proposal and authorized TWO’s management and advisors to enter into discussions with, and to pose further questions to, CCM to explore the possibility of the transaction with CCM.

In the evening of December 18, 2025, representatives of Simpson Thacher sent a mark-up of the merger agreement to representatives of Jones Day and representatives of Jones Day provided a copy of the TWO Disclosure Letter to the merger agreement to Simpson Thacher.

On December 19, 2025, representatives of TWO, Jones Day and Houlihan Lokey prepared and sent a list of supplemental questions to representatives of Simpson Thacher that were intended to provide the Board with additional information regarding CCM’s proposal, which questions sought additional information on how CCM intended to finance the transaction, inquired whether CCM would be willing to agree to a fixed price per share as of the signing rather than on an amount to be determined prior to closing in order to facilitate a comparison to the fixed exchange ratio agreed by UWMC, requested information on the regulatory approvals that would be required and whether CCM contemplated taking any actions that could potentially delay receipt of the required approvals, sought confirmation that CCM would pay the termination fee in connection with any termination of the UWMC Merger Agreement and requested a list of any specific documents CCM needed to review prior to signing.

On December 20, 2025, representatives of Houlihan Lokey spoke with representatives of CCM and the financial advisor to CCM and discussed CCM’s unsolicited competing proposal, CCM’s plans for financing the transaction and whether CCM would be willing to agree to a fixed purchase price at signing.

On December 21, 2025, representatives of CCM informed Houlihan Lokey that CCM had determined not to further pursue a potential competing transaction involving TWO, and, accordingly, CCM was discontinuing its evaluation of such a transaction. CCM had further informed Houlihan Lokey that CCM was not prepared to agree to a fixed price per share as of the signing, given the length of time and potential volatility in book value that CCM would be assuming, and that the requirement to obtain committed financing, above and beyond its existing secured financing lines and previously communicated sources of funding for the transaction, inclusive of redeeming the preferred stock at the time of closing (and the costs and expenses associated therewith), reduced the net value of the transaction to CCM. Later on December 21, 2025, TWO management informed the Board of the further discussions with CCM and of CCM’s determination not to proceed with its competing proposal.

On January 27, 2026, TWO and UWMC filed notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the transactions contemplated by the UWMC Merger Agreement.

Also on January 27, 2026, UWMC filed with the SEC a registration statement on Form S-4 (the “Registration Statement”), which included a preliminary proxy statement of TWO and constituted a prospectus of UWMC.

On February 9, 2026, the SEC declared the Registration Statement effective.

On February 12, 2026, TWO and UWMC filed the definitive proxy statement/prospectus with the SEC, and, in connection with a special meeting of stockholders scheduled to be held on March 16, 2026 to approve the proposed UWMC merger, TWO commenced mailing the definitive proxy statement/prospectus to its stockholders of record as of February 10, 2026.

On February 25, 2026, the waiting period under the HSR Act, expired with respect to the transactions contemplated by the UWMC Merger Agreement.

On March 16, 2026, TWO convened its special meeting of stockholders and then, at the request of UWMC, adjourned it in order to provide additional time for stockholders to vote and to solicit additional proxies to vote in favor of TWO’s acquisition by UWMC. The special meeting was adjourned until March 24, 2026.

On March 17, 2026, CCM submitted an unsolicited proposal letter to TWO to acquire 100% of the equity interests in TWO for $10.70 per share in cash (the “March 17 CCM Proposal”). CCM indicated that the March 17 CCM Proposal would be a fixed price, all-cash offer with no financing contingencies, meaning that CCM would assume the market risk of fluctuations of TWO’s book value during the period prior to the closing of a transaction. CCM stated that it was prepared to deliver binding financing commitments in connection with entry into the transaction with TWO. CCM also indicated that it would bear any termination fee payable under the UWMC Merger Agreement and provided a form of merger agreement it was prepared to enter into. Based on the closing price of UWMC Class A Common Stock of $3.66 on March 17, 2026, the implied value of the UWMC merger consideration under the UWMC Merger Agreement was approximately $8.54 per share as of that date.

Later on March 17, 2026, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey. A representative of Jones Day reviewed with the Ad Hoc Committee its duties under applicable law in connection with the evaluation of the March 17 CCM Proposal. Following consultation with its financial advisors and outside legal counsel, the Ad Hoc Committee determined that the March 17 CCM Proposal could reasonably be expected to lead to a “Company Superior Proposal” as defined in Section 6.3 of the UWMC Merger Agreement and that the failure to engage in discussions with CCM would be reasonably likely to be inconsistent with the Ad Hoc Committee’s duties to TWO’s stockholders under applicable law. In accordance with Section 6.3(c) of the UWMC Merger Agreement, representatives of Jones Day provided to representatives of UWMC and Greenberg Traurig written notice of the receipt by TWO of the March 17 CCM Proposal, including a copy of such proposal setting forth the material terms and conditions thereof.

Following the Ad Hoc Committee’s determination that the March 17 CCM Proposal could reasonably be expected to lead to a “Company Superior Proposal” as defined in Section 6.3 of the UWMC Merger Agreement, representatives of TWO management and CCM management, together with their respective advisors, engaged in discussions on an ongoing basis with respect to CCM’s proposal and the terms and conditions thereof.

On March 18, 2026, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey to further discuss the March 17 CCM Proposal.

On March 19, 2026, the Board met in person together with representatives of Jones Day and Houlihan Lokey attending via videoconference. Members of TWO management, together with representatives of Jones Day and Houlihan Lokey, discussed with the Board the unsolicited March 17 CCM Proposal and the status of discussions with CCM. Also on March 19, 2026, in light of the pending solicitation of stockholders with respect to the transactions contemplated by the UWMC Merger Agreement, TWO publicly announced that the Board had received the unsolicited March 17 CCM Proposal in order to ensure that stockholders were kept informed of material developments.

On March 20, 2026, CCM delivered to TWO an executed financing commitment letter from a leading national bank providing for a $2 billion secured loan facility. The commitment letter provided that the proceeds of the facility could be used by CCM for general corporate purposes, including to pay the amounts required in connection with the transactions contemplated by the CCM Merger Agreement, which included customary representations, warranties and covenants around CCM’s access to, and availability of, financing. TWO was advised that the bank had received all internal approvals required for the commitment letter and the facility, and that availability of borrowings under the facility was subject only to customary limited conditions, including the execution of customary financing agreements, accuracy of CCM’s representations thereunder, and delivery of a customary borrowing notice.

Also on March 20, 2026, UWMC submitted a revised proposal letter (the “March 20 UWMC Proposal”) to TWO, proposing to add a certain amount of cash to their initial bid. In particular, UWMC would contribute cash in an amount equal to the difference, if any, between (a) $10.71 per share of TWO Common Stock and (b) the product of (1) 2.3328 and (2) the trailing 10-day volume weighted average price of UWMC Class A Common Stock on the third business day prior to closing. The aggregate cash consideration payable under the March 20 UWMC Proposal was subject to a maximum amount of $2.00 per share, or $212.8 million in the aggregate. The March 20 UWMC Proposal was conditioned on the Board determining that the proposal was superior to the March 17 CCM Proposal and reiterating its support for a transaction with UWMC. While the March 20 UWMC Proposal indicated a value of $10.71 per share, the actual value of the consideration was subject to uncertainty, because the amount of cash consideration was to be calculated based on the 10-day volume weighted average price of UWMC Class A Common Stock rather than the closing price of UWMC Class A Common Stock on the closing date, because the calculation determined such reference price of UWMC Class A Common Stock as of the third business day prior to the closing date instead of the closing price of UWMC Class A Common Stock on the closing date, because the cash component was subject to a cap, and because TWO stockholders would be required to sell shares of UWMC Class A Common Stock, which had continued to experience significant trading price volatility, in the open market in order to convert the stock portion to cash.

Later on March 20, 2026, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey. A representative of Jones Day reviewed with the Ad Hoc Committee its duties under applicable law in connection with the evaluation of the March 17 CCM Proposal. Following consultation with representatives of Houlihan Lokey and Jones Day, the Ad Hoc Committee determined that the March 17 CCM Proposal to acquire all of the outstanding shares of TWO Common Stock for a fixed price of $10.70 per share in all cash constituted a “Company Superior Proposal” as defined in Section 6.3 of the UWMC Merger Agreement, taking into account, among other things, all the terms and conditions of the March 17 CCM Proposal, the terms and conditions of the UWMC Merger Agreement, the committed financing obtained by CCM, the fixed, all-cash consideration offered by CCM, the decline in the trading price of UWMC Class A common stock since execution of the UWMC Merger Agreement, which given the fixed exchange ratio, had the effect of reducing the implied per-share merger consideration payable to TWO stockholders, and UWMC’s limited engagement with TWO regarding the realization of potential synergies, which was relevant to the Board’s assessment of the value of stock-based consideration and the combined company’s ability to realize the benefits of the business combination contemplated at signing. Based on the closing price of UWMC Class A Common Stock of $3.56 on March 20, 2026, the implied value of the UWMC merger consideration under the UWMC Merger Agreement was approximately $8.30 per share as of that date.

On March 21, 2026, in accordance with Section 6.3(d) of the UWMC Merger Agreement, representatives of Jones Day delivered notice of the Ad Hoc Committee’s determination that the March 17 CCM Proposal constituted a Company Superior Proposal to UWMC and Greenberg Traurig, commencing a three business day match right period pursuant to Section 6.3(d)(iii) of the UWMC Merger Agreement, which would expire at 11:59 a.m. Eastern Time on March 25, 2026. As part of this notice, TWO requested that UWMC provide additional information to facilitate the Board’s evaluation of the March 20 UWMC Proposal, including a complete draft of proposed amendments to the UWMC Merger Agreement reflecting the proposed consideration structure and information detailing how UWMC intended to finance the cash portion of the total consideration contemplated by the proposal.

During the match right period, UWMC had the opportunity to propose revisions to the terms of the UWMC Merger Agreement for TWO’s consideration. Pursuant to the terms of the UWMC Merger Agreement, TWO, together with its legal and financial advisors, were required to engage in good faith negotiations with UWMC with respect to any such proposed revisions. During the match right period, members of TWO management and representatives of Houlihan Lokey and Jones Day had multiple discussions with UWMC management and representatives of Bank of America and Greenberg Traurig, including as to potential revisions to the UWMC Merger Agreement, and the amount and mechanics of the consideration that UWMC was proposing. 

On March 22, 2026, TWO received an unsolicited proposal from Company A that proposed alternative acquisition transactions, including a cash offer of $10.75 per share or, alternatively, a stock-for-stock reverse merger in which Company A would merge with and into TWO (after which TWO stockholders would own approximately 16.1% of the combined company), plus payment of the $25.4 million termination fee that TWO would be required to pay to UWMC upon termination of the UWMC Merger Agreement (the “March 22 Company A Proposal”). The Ad Hoc Committee determined that the Company A proposal could reasonably be expected to lead to a “Company Superior Proposal” under the UWMC Merger Agreement. In accordance with Section 6.3(c) of the UWMC Merger Agreement, representatives of Jones Day provided to representatives of UWMC and Greenberg Traurig written notice of the receipt by TWO of such proposal from Company A, including a copy of such proposal setting forth the material terms and conditions thereof.

Also on March 22, 2026, UWMC submitted a revised proposal to the Board (the “March 22 UWMC Proposal”). The March 22 UWMC Proposal was accompanied by a draft amendment to the UWMC Merger Agreement, a certificate from UWMC’s Chief Financial Officer detailing UWMC’s liquidity resources and a conformed copy of the UWMC Merger Agreement reflecting the proposed amendments. The March 22 UWMC Proposal reiterated the financial terms of the March 20 UWMC Proposal.

Later on March 22, 2026, the Ad Hoc Committee met via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the March 22 Company A Proposal and the March 22 UWMC Proposal.

On March 23, 2026, in light of the special meeting of stockholders which was scheduled for March 24, 2026 and the pending solicitation of stockholders with respect to the transactions contemplated by the UWMC Merger Agreement, TWO issued a press release announcing that the Ad Hoc Committee had determined that the March 17 CCM Proposal constituted a “Company Superior Proposal” under the UWMC Merger Agreement, disclosing the unsolicited Company A Proposal at $10.75 per share and ongoing discussions with UWMC, and postponing the special meeting of stockholders to April 7, 2026 in order to provide time for stockholders to fully evaluate the new material developments.

Also on March 23, 2026, the Board met via videoconference together with representatives of Jones Day and Houlihan Lokey to discuss the status of the March 17 CCM Proposal, the Company A Proposal, and the March 22 UWMC Proposal.

On March 24, 2026, representatives from Simpson Thacher provided TWO with a revised merger agreement on behalf of CCM which increased the proposed purchase price that CCM would pay to a fixed all-cash purchase price of $10.80 per share of TWO common stock (the “March 24 CCM Proposal”). Representatives of Jones Day promptly delivered a notice of the March 24 CCM Proposal to representatives of UWMC and Greenberg Traurig pursuant to Section 6.3(d)(iii)(A) of the UWMC Merger Agreement. In accordance with Section 6.3(d)(iii)(B) of the UWMC Merger Agreement, because the March 24 CCM Proposal constituted a material modification to the financial terms of CCM’s Company Competing Proposal previously communicated to UWMC, the notice commenced a new 24-hour match right period under the proviso set forth in Section 6.3(d)(iii) of the UWMC Merger Agreement.

Also on March 24, 2026, Company A submitted a revised proposal letter to Houlihan Lokey (the “March 24 Company A Proposal”), which was promptly provided to TWO. The March 24 Company A Proposal contemplated a stock-for-stock reverse merger in which 100% of the equity interests in Company A would be exchanged for shares of TWO Common Stock and TWO stockholders would own approximately 15.7% of the combined company on a pro forma basis. The March 24 Company A Proposal also included a cash election feature under which up to 25% of outstanding TWO common shares could be converted into cash at $11.09 per share, subject to proration if oversubscribed. The March 24 Company A Proposal would have also required that TWO agree not to issue regular quarterly dividends during the pre-closing period after the regular quarterly dividend scheduled for the current quarter

is paid, except to the extent required in order to maintain TWO’s REIT status. Company A stated that the proposal was not subject to any financing contingency. With respect to due diligence, Company A stated that it would need to complete confirmatory diligence on TWO and was prepared to provide diligence for TWO to evaluate the proposal.

Later on March 24, 2026, UWMC submitted a further revised proposal to TWO (the “March 24 UWMC Proposal”). The March 24 UWMC Proposal proposed that UWMC would contribute cash in an amount equal to the difference, if any, between (a) $10.95 per share of TWO common stock and (b) the product of (1) 2.3328 and (2) the trailing 10-day volume weighted average price of UWMC Class A Common Stock on the third business day prior to closing. Unlike prior UWMC proposals, the March 24 UWMC Proposal did not include a cap on the total cash consideration. While UWMC characterized the March 24 UWMC Proposal as providing a “cash equivalency” to TWO stockholders, the actual value of the consideration was subject to uncertainty, because the amount of cash consideration was to be calculated based on the 10-day volume weighted average price of UWMC Class A Common Stock rather than the closing price of UWMC Class A Common Stock on the closing date, because the calculation determined such reference price of UWMC Class A Common Stock as of the third business day prior to the closing date instead of the closing price of UWMC Class A Common Stock on the closing date, and because TWO stockholders would be required to sell shares of UWMC Class A Common Stock, which had experienced significant trading price volatility, in the open market in order to convert the stock portion to cash to achieve cash equivalency. The accompanying letter from UWMC contained allegations that TWO had failed to comply with various obligations under the UWMC Merger Agreement, including with respect to the non-solicitation, proxy solicitation and good faith negotiation provisions, and reserved UWMC’s rights to pursue a hostile offer or other remedies if TWO were to accept the March 24 CCM Proposal or the March 24 Company A Proposal.

On March 25, 2026, TWO received a document preservation notice from UWMC, requiring the preservation of all documents and communications potentially relevant to certain claims and any related disputes of UWMC under the UWMC Merger Agreement. Also on March 25, 2026, representatives of Willkie Farr & Gallagher LLP (“Willkie”), as counsel to TWO, delivered a letter to UWMC’s counsel rejecting these assertions and confirming that TWO had fully complied with all of its obligations under the UWMC Merger Agreement, including its obligations to solicit votes in favor of the proposed UWMC merger, its obligations with respect to the non-solicitation provisions, its duty to consider Company Superior Proposals, and its obligation to negotiate in good faith with UWMC. The letter also reminded UWMC of its obligations under the UWMC Merger Agreement and the non-disclosure agreement, dated October 24, 2025 between UWMC and TWO and likewise requested that UWMC comply with the same document preservation notice sent to TWO.

Also on March 25, 2026, the Board met via videoconference together with representatives of Jones Day, Willkie and Houlihan Lokey. A representative of Jones Day reviewed with the Board its duties under applicable law in connection with the evaluation of the competing proposals. With respect to the Company A proposal, the Board determined that the proposal was not actionable in its current form because Company A had not provided any transaction agreements, Company A required significant additional due diligence on TWO, the timeline to reaching a definitive agreement and then to closing was uncertain and likely extended, and TWO did not have sufficient information to value Company A, which would be critical for a reverse merger of the type proposed. To assist the Board in its evaluation of the UWMC revised proposals, including the March 24 UWMC Proposal, at the request of the Board, representatives of Houlihan Lokey reviewed its preliminary financial analysis of TWO and presented analysis regarding the mechanics of the calculation of the cash portion of the total consideration. The representatives of Houlihan Lokey described that while the March 24 UWMC Proposal indicated a value of $10.95 per share, the actual value of the consideration was subject to uncertainty because the amount of cash consideration was to be calculated based on the 10-day volume weighted average price of UWMC Class A Common Stock rather than the closing price of UWMC Class A Common Stock on the closing date, because the calculation determined such reference price of UWMC Class A Common Stock as of the third business day prior to the closing date instead of the closing price of UWMC Class A Common Stock on the closing date, and because TWO stockholders would be required to sell shares of UWMC Class A Common Stock, which had experienced significant trading price volatility, in the open market in order to convert the stock portion to cash to achieve cash equivalency. As an example, Houlihan Lokey performed an illustrative analysis simulating a closing over a range of dates from December 17, 2025 through March 24, 2026. This illustrative analysis showed the implied value of the consideration offered under the March 24 UWMC Proposal was below the $10.80 per share offered in the March 24 CCM Proposal for simulated closing dates during portions of that period, including from February 20, 2026 through March 24, 2026. For a simulated closing as of March 24, 2026, based on UWMC’s trailing 10-day VWAP as of the three business days prior to March 24, 2026 of $3.79, the implied consideration consisted of approximately $8.42 per share in UWMC stock (based on the $3.61 per share closing price of UWMC stock on March 24, 2026) plus approximately $2.10 per share in cash,

for a simulated total of $10.52 per share, without accounting for any incremental price risk that TWO stockholders may incur in selling the UWMC shares in the market post-closing. The representatives of Houlihan Lokey concluded that the all-cash CCM proposal provided greater certainty of value than the March 24 UWMC Proposal.

The Board also discussed, with the assistance of representatives of Houlihan Lokey, developments since the execution of the original UWMC Merger Agreement that were relevant to its evaluation of the UWMC transaction, including, among others, the overall macroeconomic environment, including geopolitical risks insofar as they impact interest rates and market risk sentiment, the approximate 29.5% decline in UWMC’s stock price since the execution of the UWMC Merger Agreement, which reduced the implied value of the UWMC merger consideration under the fixed exchange ratio and raised concerns about the stability of UWMC’s stock price through closing, and UWMC’s limited engagement with TWO regarding the realization of potential synergies, which was relevant to the Board’s assessment of the value of stock-based consideration and the combined company’s ability to realize the benefits of the business combination contemplated at signing. The Board considered these factors as part of its overall assessment of the relative certainty and risks associated with the UWMC and CCM proposals.

The Board also discussed UWMC’s assertions and statements regarding TWO’s conduct, including the allegations and statements contained in the March 24 UWMC Proposal letter. The Board noted that such assertions and other allegations and reserved rights contained in the March 24 UWMC Proposal letter had not influenced and would not influence the Board’s independent evaluation of the proposals or its determination of the course of action that was in the best interests of TWO and its stockholders.

On March 26, 2026, the Board met via videoconference together with representatives of Jones Day, Willkie and Houlihan Lokey. A representative of Jones Day reviewed the directors’ duties under applicable law in connection with their consideration of the proposed transaction with CCM and the final terms of the negotiated CCM Merger Agreement, including the $10.80 per share all-cash purchase price, the fixed nature of the all-cash purchase price removing market risk and providing certainty of value to stockholders, the absence of any financing conditions and the receipt of financing commitments. Houlihan Lokey estimated that the fixed price of $10.80 per share was approximately 107% of fully diluted tangible book value per share, given the TWO management’s estimate of book value as of March 24, 2026. A representative of Jones Day also reviewed with the Board the terms of UWMC’s revised proposals, including the March 24 UWMC Proposal, and summarized the key differences between the CCM Merger Agreement and the terms proposed by UWMC.

Representatives of Houlihan Lokey reviewed with the Board its final financial analysis of TWO based on the projections of TWO (the “March 2026 TWO Projections”), which projections were made available to CCM and which are further described in the section titled “Certain Unaudited Prospective Financial Information” beginning on page 48, and the proposed Merger. Thereafter, as requested by the Board, a representative of Houlihan Lokey orally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated March 26, 2026), as to the fairness, from a financial point of view, to the holders of TWO Common Stock, of the consideration to be received by the holders of TWO Common Stock in the CCM Merger pursuant to the CCM Merger Agreement, as more fully described in the section entitled “The CCM Merger—Opinion of TWO’s Financial Advisor.”

The Board considered, among other factors, (i) the certainty of value provided by the fixed, all-cash consideration offered by CCM as compared to the primarily stock-based consideration offered by UWMC, which was subject to fluctuation based on UWMC’s stock price, (ii) the committed financing that CCM had secured for the transaction, (iii) the absence of any financing condition in the CCM Merger Agreement, (iv) the total value of the consideration offered by CCM, taking into account relevant financial metrics, including the then-current estimated book value per share of TWO, and (v) the other factors discussed at the March 25, 2026 meeting, including those described above.

After discussion, and after taking into consideration all of the information presented and discussed at the meeting and in the several prior communications and meetings among representatives of TWO’s management, the Board and TWO’s advisors, the Board then unanimously (i) determined that the March 24 CCM Proposal continued to constitute a “Company Superior Proposal” as defined in Section 6.3 of the UWMC Merger Agreement, taking into account the revised proposals made by UWMC during the match right period, including the March 24 UWMC Proposal, and resolved to terminate the UWMC Merger Agreement; (ii) determined and declared that the CCM Merger Agreement and the transactions contemplated thereby, including the CCM Merger, were advisable and in the best interests of TWO and its stockholders; (iii) duly authorized and approved the execution, delivery and performance of the CCM Merger Agreement and the consummation of the CCM Merger and the other transactions contemplated by the CCM Merger

Agreement; (iv) directed that approval of the CCM Merger and the other transactions contemplated by the CCM Merger Agreement be submitted for consideration by the holders of TWO Common Stock at a special meeting; and (v) resolved to recommend that the holders of TWO Common Stock approve the CCM Merger and the other transactions contemplated by the CCM Merger Agreement.

On the morning of March 27, 2026, TWO and CCM exchanged signature pages and entered into the CCM Merger Agreement, pursuant to which CCM would acquire all of the outstanding shares of TWO Common Stock for $10.80 per share in cash. Prior to the opening of trading, TWO and CCM issued a joint press release announcing the CCM Merger Agreement and the Merger.

In connection with entering into the CCM Merger Agreement, TWO delivered a notice of termination to UWMC terminating the UWMC Merger Agreement, in accordance with the terms of the UWMC Merger Agreement. CCM, on behalf of TWO, agreed to pay the termination fee of $25.4 million to UWMC in accordance with the terms of the UWMC Merger Agreement. The special meeting of stockholders to approve the proposed UWMC merger, which had been rescheduled to be held on April 7, 2026, was canceled. Prior to delivery of the notice of termination, TWO requested wire instructions from UWMC in order to facilitate timely payment of the termination fee. UWMC provided such instructions on March 31, 2026, following which CCM paid the termination fee of $25.4 million to UWMC on behalf of TWO.

The Board unanimously recommends that TWO stockholders vote “FOR” the Merger Proposal and “FOR” the Non-Binding Compensation Advisory Proposal. In evaluating the CCM Merger, the Board consulted with TWO’s management team and legal and financial advisors and, after consideration of the various factors discussed below, the Board unanimously (i) determined that the terms of the CCM Merger Agreement and the transactions contemplated thereby, including the CCM Merger, are fair to, and in the best interests of, TWO and its stockholders; (ii) determined that it is in the best interests of TWO and its stockholders and declared it advisable to enter into the CCM Merger Agreement; (iii) approved the execution and delivery by TWO of the CCM Merger Agreement, the performance by TWO of its covenants and agreements contained therein and the consummation of the transactions contemplated by the CCM Merger Agreement, including the CCM Merger, upon the terms and subject to the conditions set forth therein; and (iv) resolved to recommend that the stockholders of TWO approve the CCM Merger and directed that the CCM Merger Agreement be submitted to the stockholders of TWO for adoption.

In evaluating the CCM Merger Agreement and the transactions contemplated thereby, the Board considered a number of factors, including but not limited to those listed below, which the Board viewed as supporting its decision to approve the CCM Merger Agreement and recommend that TWO stockholders approve the CCM Merger. Such factors include (and are not necessarily in order of relative importance):

Certainty of Value. The CCM Merger Consideration is a fixed, all-cash amount of $10.80 per share of TWO Common Stock, providing TWO’s stockholders with certainty of value and liquidity immediately upon the Closing. The certainty of fixed, all-cash consideration removes any valuation risk for TWO stockholders associated with consideration that consists in whole or in part of stock, including the risk of stock price fluctuations between signing and closing.

Premium to Trading Price. The CCM Merger Consideration of $10.80 per share in cash represents a premium of approximately 13.3% to the closing price of TWO Common Stock on March 18, 2026 of $9.53, the last trading day prior to the public announcement of the unsolicited March 17 CCM Proposal (or a premium of approximately 16.0% to the 10-day volume weighted average price of $9.31).

Committed Financing. CCM delivered an executed financing commitment letter from a leading national bank providing for a $2 billion secured loan facility, with availability subject only to customary limited conditions. The Board viewed this committed financing as providing substantial certainty that CCM would have the financial resources to consummate the CCM Merger.

No Financing Condition. The CCM Merger Agreement does not contain a financing condition or similar contingency based on CCM’s ability to obtain financing, which increases the likelihood of the CCM Merger being consummated.

Specific Performance. The CCM Merger Agreement provides TWO with the right to seek specific performance to cause CCM to consummate the CCM Merger if the conditions to closing have been satisfied, which enhances the likelihood that the CCM Merger will be completed on the agreed-upon terms.

No Vote of CCM’s Stockholders. The CCM Merger is not subject to the conditionality and execution risk of any required approval by CCM’s stockholders or members, which increases the certainty of closing.

Fixed Price at Signing. Unlike the UWMC proposals, which provided for consideration based in part on UWMC’s stock price and a VWAP calculation as of a date prior to closing, the CCM Merger Agreement provides for a fixed cash price per share at signing, eliminating the risk of price fluctuation between signing and closing and the risk of value fluctuations due to changes in the book value or earnings of TWO. In addition, CCM is obligated to deliver a fixed price per share, irrespective of fluctuations in TWO’s book value or earnings after the execution of the CCM Merger Agreement.

Transaction Process. The CCM Merger Agreement is the result of a thorough process during which TWO, with the assistance of Houlihan Lokey and Jones Day, engaged with multiple potential counterparties and evaluated multiple proposals over an extended period. Following the public announcement of the UWMC transaction, interested parties had a significant period of time in which to submit unsolicited competing proposals and two counterparties (CCM and Company A) actually submitted unsolicited competing proposals to the Board for its consideration. The Board views the CCM Merger Agreement as the best available transaction resulting from that process.

Opinion of Houlihan Lokey. The opinion of Houlihan Lokey, dated March 26, 2026, to the Board as to the fairness, from a financial point of view and as of such date, to holders of TWO Common Stock of the CCM Merger Consideration, which opinion was based on and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken as set forth in such opinion, as more fully described in the section entitled “The CCM Merger—Opinion of TWO’s Financial Advisor.”

Comparison to UWMC Proposals. The Board’s determination, after consultation with its outside legal counsel and financial advisors and taking into account all the terms and conditions of the CCM Merger Agreement and the UWMC proposals, that the CCM Merger Agreement is more favorable to TWO stockholders than the UWMC proposals, including UWMC’s final proposal of a purported value of $10.95 per share. The Board acknowledged that UWMC’s final proposal reflected a higher headline value than CCM’s $10.80 per share cash offer. However, in reaching its determination that the CCM proposal was superior, the Board considered, among other things: (i) the certainty of value provided by CCM’s all-cash consideration compared to the stock-based consideration offered by UWMC, which had declined significantly since the announcement of the original UWMC Merger Agreement; (ii) the committed financing secured by CCM; (iii) the mechanics and calculation of the cash portion of the total consideration offered by UWMC, which would be based on a 10-day volume weighted average price of UWMC Class A Common Stock as of the third business day prior to closing (instead of the closing price of UWMC Class A Common Stock on the closing date), and the fact that TWO stockholders would bear the risk of stock price movements between the VWAP measurement date and closing and would further need to sell UWMC shares, which had experienced significant trading price volatility, in the open market to realize cash liquidity, with execution risk as to the price at which such shares could be sold; and (iv) developments since the execution of the original UWMC Merger Agreement that were relevant to its evaluation of UWMC and the prospects for the combined company following the closing, as more fully described in the section entitled, “The CCM Merger –Background of the CCM Merger” beginning on page 23. The Board concluded that the certainty of receiving $10.80 per share in cash at closing outweighed UWMC’s final proposal.

Consideration of Available Alternatives. The belief of the Board that the CCM Merger is more attractive to TWO than other available alternatives, including proceeding with the transactions contemplated by the UWMC Merger Agreement or pursuing a transaction with an alternative merger partner. The Board considered that, as a result of the market check process conducted by TWO and its robust negotiations with multiple bidders, including UWMC, Company A, and CCM, TWO maximized stockholder value and obtained the best available transaction for TWO stockholders. With respect to the Company A proposal, the Board determined that the proposal was not actionable in its current form because Company A had not provided any transaction agreements, Company A required significant additional due diligence on TWO, the timeline to reaching a definitive agreement and then to closing was uncertain and likely extended, and TWO did not have sufficient information to value Company A, which would be critical for a reverse merger of the type proposed.  

Risks of Operating as a Standalone Business. The Board considered the risks inherent in operating as a standalone company, including: (i) fluctuations in macroeconomic and U.S. residential real estate market conditions that can challenge the revenues and profitability of TWO; (ii) the risk that TWO may become less competitive, on a relative basis, compared with larger companies, given scale-related advantages available to larger companies, including with respect to cost savings achieved by larger companies through economies of scale; (iii) the fact that a significant portion of TWO’s existing debt matures in the next few years, and the challenges to accessing, at attractive rates, new capital or debt required to refinance TWO’s debt and support its future growth; and (iv) the continued volatility in interest rates

and the mortgage market, which creates uncertainty regarding TWO’s future earnings and book value. The Board concluded that the certain value provided by the CCM Merger Consideration was preferable to the risks and uncertainties of continuing to operate as an independent company.

Comparison to Earlier CCM Proposals. The Board considered that although CCM’s proposals in late 2025 reflected higher headline prices (up to 1.15x fully diluted tangible common book value), those earlier proposals had significant execution risk that made them less favorable than the current CCM proposal. Specifically, the earlier CCM proposals: (i) contemplated a floating price based on book value to be determined prior to closing rather than a fixed price at signing, exposing TWO stockholders to book value volatility risk; (ii) were not accompanied by committed financing or sufficient documentation to evidence CCM’s ability to fund the transaction; and (iii) included closing conditions that the Board viewed as creating unacceptable execution risk, including conditions related to the receipt of certain non-regulatory third-party consents. By contrast, the current CCM proposal provides a fixed $10.80 per share all-cash purchase price with committed financing and without the closing conditions that were present in CCM’s earlier proposals and represented approximately 107% of fully diluted tangible book value of TWO, based on TWO management’s best estimate of book value as of March 24, 2026.

CCM’s Financial Resources and Track Record. The Board considered CCM’s financial resources, its experience in the mortgage industry, and its track record in consummating transactions. The Board also considered that CCM’s committed financing from a leading national bank demonstrated CCM’s ability to fund the CCM Merger Consideration and provided substantial assurance of CCM’s ability to consummate the CCM Merger.

Opportunity to Receive Competing Proposals and to Terminate the CCM Merger Agreement in Order to Accept a Superior Proposal. The Board considered the terms of the CCM Merger Agreement related to TWO’s ability to respond to unsolicited competing acquisition proposals, and believes that the provisions of the CCM Merger Agreement would not deter or preclude third parties from making a competing proposal and that the Board would be able, under certain circumstances, to furnish information and enter into discussions and negotiations in connection with a competing proposal. In this regard, the Board considered that: (i) experience demonstrates that an executed merger agreement is not a deterrent to potential alternative proposals; (ii) subject to compliance with the applicable provisions of the CCM Merger Agreement, the Board may, before approval of the CCM Merger by TWO stockholders, change its recommendation to TWO stockholders with respect to approval of the CCM Merger if the Board determines in good faith, after consultation with its legal advisors, that failing to make a change in its recommendation would reasonably likely be inconsistent with the Board’s duties; (iii) subject to its compliance with the applicable provisions of the CCM Merger Agreement, the Board may terminate the CCM Merger Agreement in order to enter into an agreement with respect to a superior proposal; and (iv) the termination fee payable by TWO is reasonable in light of the circumstances and the overall terms of the CCM Merger Agreement, consistent with fees in comparable transactions, and would not discourage alternative acquisition proposals from credible third parties willing and able to make such proposals.

Terms of the CCM Merger Agreement. The Board reviewed and considered the terms of the CCM Merger Agreement, taken as a whole, including: (i) the parties’ representations, warranties and covenants, and the circumstances under which the CCM Merger Agreement may be terminated, and concluded that such terms are reasonable and fair to TWO; (ii) the conditions to the completion of the Merger, including regulatory approvals, which the Board believes are likely to be satisfied on a timely basis; and (iii) the restrictions imposed on the conduct of TWO’s business during the period between the execution of the CCM Merger Agreement and the completion of the CCM Merger, which the Board believed were reasonable and not unduly burdensome.

The Board also considered a number of uncertainties, risks and other potentially negative factors related to the Merger, including, among other things, the following factors (which are not necessarily in order of relative importance):

No Participation in Future Growth. Given that the CCM Merger is an all-cash transaction, following the consummation of the CCM Merger, TWO’s stockholders will no longer participate in TWO’s or the combined company’s future earnings or growth.

Closing Risk. The fact that completion of the CCM Merger depends on certain factors outside of TWO’s and CCM’s control, including obtaining the requisite regulatory approvals, the risk that required approvals may be delayed, conditioned or denied, and the fact that there can be no assurance that the conditions to completing the CCM Merger will be satisfied even if the CCM Merger is approved by TWO stockholders.

Potential Negative Impact on Business. The CCM Merger may negatively affect TWO’s operations and its relationships with current and future business partners, customers, management and employees during the pendency of the CCM Merger. There are also significant costs involved in connection with completing the CCM Merger, and substantial time and effort of management required to consummate the CCM Merger, which may disrupt TWO’s operations.

Tax Matters. The receipt of the CCM Merger Consideration will be a taxable transaction for TWO’s stockholders for U.S. federal income tax purposes.

Interests of Directors and Executive Officers. TWO’s directors and officers may have interests in the CCM Merger that may be different from, or in addition to, those of TWO’s stockholders generally. The Board was aware of these interests and considered them when evaluating and negotiating the CCM Merger Agreement and the CCM Merger and in making its recommendation.

Risks Related to Satisfaction of Closing Conditions. The risks that one or more of the conditions to the closing of the CCM Merger may not be satisfied on a timely basis, if at all, including risks related to the receipt of regulatory approvals, and that the failure to complete the CCM Merger in a timely manner or at all could have adverse effects on TWO.

Termination Fee. The Board considered that TWO would be required to pay CCM a termination fee of $25.4 million in the event TWO were to terminate the CCM Merger Agreement in order for TWO to enter into a superior proposal, should one be made, or if the CCM Merger Agreement were to be terminated by CCM in connection with a change in the Board’s recommendation to its stockholders with respect to adoption of the CCM Merger Agreement. In addition, in such circumstances, TWO would be required to reimburse CCM for the $25.4 million termination fee that CCM paid to UWMC on TWO’s behalf in connection with the termination of the UWMC Merger Agreement, resulting in aggregate termination-related payments of $50.8 million (representing approximately 4.4% of the transaction’s equity value). The Board concluded that these termination-related payments are reasonable in light of the circumstances and the overall terms of the CCM Merger Agreement, including CCM’s agreement to pay the UWMC termination fee on TWO’s behalf, consistent with fees in comparable transactions, and would not preclude a third party from making a competing proposal.

Restrictions on Third-Party Discussions. The Board considered that the CCM Merger Agreement restricts TWO from soliciting competing acquisition proposals and requires TWO to terminate all discussions with potential alternative transaction counterparties, while noting that TWO would have the right to respond to unsolicited alternative proposals that might be made by such parties pursuant to and in accordance with the applicable terms of the CCM Merger Agreement.

Litigation Risk. The inherent risk of litigation in connection with the CCM Merger, including potential stockholder litigation relating to the execution of the CCM Merger Agreement and the consummation of the CCM Merger, as well as the possibility that any such litigation could delay or prevent the consummation of the CCM Merger and that TWO could incur significant costs and expenses in connection with such litigation.

Other Risks. The Board considered risks of the type and nature described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The Board considered the factors described above as a whole, including by engaging in discussions with members of TWO’s management team and legal and financial advisors. Based on this review and consideration, the Board unanimously concluded that these factors, on balance, supported a determination that the potentially negative factors relevant to the CCM Merger were outweighed by the potential benefits of the CCM Merger and that the CCM Merger was more favorable to TWO and its stockholders than the other alternatives reasonably available to TWO. The foregoing discussion of the information and factors considered by the Board is intended to be illustrative and not exhaustive, but it includes the material factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the CCM Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The

Board based its unanimous recommendation on the totality of the information presented, including discussions with TWO’s management and outside legal and financial advisors, and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the CCM Merger Agreement and the CCM Merger.

The reasoning of the Board and other information presented in this section is forward-looking in nature, and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

In considering the recommendation of the Board, you should be aware that certain directors and executive officers of TWO may have interests in the CCM Merger that are different from, or in addition to, interests of TWO stockholders generally and may create potential conflicts of interest. The Board was aware of these interests and considered them when evaluating and negotiating the CCM Merger Agreement and the CCM Merger and in making its recommendation. See “The CCM Merger—Interests of TWO’s Directors and Executive Officers in the CCM Merger.”

On March 26, 2026, Houlihan Lokey orally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated March 26, 2026) as to, as of such date, the fairness, from a financial point of view, to TWO common stockholders of the CCM Merger Consideration to be received by such holders in the CCM Merger pursuant to the CCM Merger Agreement.

Houlihan Lokey’s opinion was furnished for the use of the Board (in its capacity as such), and only addressed the fairness, from a financial point of view, to TWO common stockholders of the CCM Merger Consideration to be received by such holders in the CCM Merger pursuant to the CCM Merger Agreement and did not address any other aspect or implication of the CCM Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, TWO, CCM, any security holder or any other person as to how to act or vote with respect to any matter relating to the CCM Merger or otherwise.

In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. TWO’s management advised Houlihan Lokey, and at the Board’s direction Houlihan Lokey assumed, that the Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of TWO. At the Board’s direction, Houlihan Lokey assumed that the Projections provided a reasonable basis on which to evaluate TWO and the CCM Merger, and Houlihan Lokey, at the Board’s direction, used and relied upon the Projections for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the Projections or the respective assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of TWO since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the CCM Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the CCM Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the CCM Merger would be satisfied without waiver thereof, and (d) the CCM Merger would be consummated in a timely manner in accordance with the terms described in the CCM Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the CCM Merger would be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the CCM Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the CCM Merger or TWO that would be material to Houlihan Lokey’s analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the CCM Merger Agreement would not differ in any material respect from the draft of the CCM Merger Agreement identified above.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of TWO or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which TWO was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which TWO was or may have been a party or was or may have been subject.

Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Houlihan Lokey did not express any view or opinion as to the price or range of prices at which TWO Common Stock or TWO Preferred Stock may be purchased or sold, or otherwise be transferable, at any time.

Houlihan Lokey’s opinion was furnished for the use of the Board (in its capacity as such) in connection with its evaluation of the CCM Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Board, TWO, any security holder or any other party as to how to act or vote with respect to any matter relating to the CCM Merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Board, TWO, its security holders or any other party to proceed with or effect the CCM Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the CCM Merger or otherwise (other than

the CCM Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the treatment of the TWO Preferred Stock in the CCM Merger, (iii) the fairness of any portion or aspect of the CCM Merger to the holders of any class of securities, creditors or other constituencies of TWO, or to any other party, except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion, (iv) the relative merits of the CCM Merger as compared to any alternative business strategies or transactions that might have been available for TWO, CCM or any other party, (v) the fairness of any portion or aspect of the CCM Merger to any one class or group of TWO’s or any other party’s security holders or other constituents vis-à-vis any other class or group of TWO’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not TWO, CCM, their respective security holders or any other party is receiving or paying reasonably equivalent value in the CCM Merger (other than the CCM Merger Consideration to the extent expressly specified in Houlihan Lokey’s opinion), (vii) the solvency, creditworthiness or fair value of TWO, CCM or any other participant in the CCM Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the CCM Merger, any class of such persons or any other party, relative to the CCM Merger Consideration or otherwise. Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Board, on the assessments by the Board, TWO and their respective advisors, as to all legal, regulatory, environmental, accounting, insurance, tax and other similar matters with respect to TWO, CCM and the CCM Merger or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to TWO or the CCM Merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Projections and the implied per share value reference ranges indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of TWO. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Board in evaluating the CCM Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the CCM Merger Consideration or of the views of the Board or TWO management with respect to the CCM Merger or the CCM Merger Consideration. Under the terms of its engagement by TWO, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the proposed CCM Merger or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the Board, TWO, CCM, any security holder or creditor of TWO or CCM or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the CCM Merger were determined through negotiation between TWO and CCM, and the decision to enter into the CCM Merger Agreement was solely that of the Board.

In preparing its opinion to the Board, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey

believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Board on March 26, 2026. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

Unless the context indicates otherwise, share prices used in the selected companies analysis described below were based on the closing price of the common stock of the selected companies listed below as of March 25, 2026, and transaction values for the selected transactions analysis described below were based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial performance of TWO relied upon for the financial analyses described below were based on the Projections. The estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant. The financial data reviewed included stock price as a multiple of tangible book value per share as of December 31, 2025 (“Price / 12/31/25 Tangible Book Value Per Share”).

The selected companies and corresponding financial data were:

Taking into account the results of the selected companies analysis, Houlihan Lokey applied a selected range of 0.75x to 1.00x to TWO’s tangible book value per share as of December 31, 2025. The selected companies analysis indicated an implied value reference range of $8.15 to $10.86 per share of TWO Common Stock, as compared to the CCM Merger Consideration of $10.80 per share of TWO Common Stock in the CCM Merger pursuant to the CCM Merger Agreement.

Selected Transactions Analysis. Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. The financial data reviewed included transaction value as a multiple of Tangible Book Value and the selected transactions and corresponding financial data were:

Taking into account the results of the selected transactions analysis, Houlihan Lokey applied a selected multiple range of 0.95x to 1.15x to TWO’s tangible book value per share as of December 31, 2025. The selected transactions analysis indicated an implied value reference range of $10.32 to $12.49 per share of TWO Common Stock, as compared to the CCM Merger Consideration of $10.80 per share of TWO Common Stock in the CCM Merger pursuant to the CCM Merger Agreement.

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of TWO based on the Projections. Houlihan Lokey applied a range of terminal value multiples of 0.75x to 1.00x to TWO’s estimated 2030E tangible book value per share and discount rates ranging from 10.5% to 12.5%. The discounted cash flow analysis indicated an implied per share value reference range of $8.94 to $10.78 per share of TWO Common Stock, as compared to the CCM Merger Consideration of $10.80 per share of TWO Common Stock in the CCM Merger pursuant to the CCM Merger Agreement.

Houlihan Lokey was engaged by TWO to act as its financial advisor in connection with a possible merger, consolidation, business combination, sale or other similar transaction. TWO engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers, acquisitions, divestitures, leveraged buyouts, financings and financial restructurings. Pursuant to its engagement by TWO, Houlihan Lokey is entitled to a transaction fee based on the value of the CCM Merger, which fee is currently estimated to be approximately $11,600,000 and is contingent upon the consummation of the CCM Merger (the “Transaction Fee”). Houlihan Lokey also became entitled to a fee of $625,000 upon Houlihan Lokey’s delivery of its opinion to the Board, 50% of which is creditable against the Transaction Fee, a fee of $500,000 upon Houlihan Lokey’s engagement by TWO, all of which is creditable against the Transaction Fee, and $1,250,000 upon Houlihan Lokey’s delivery of its opinion to the Board in connection with the proposed UWMC merger, all of which is creditable against the Transaction Fee. TWO has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, TWO, CCM, or any other party that may be involved in the CCM Merger and their respective affiliates or security holders or any currency or commodity that may be involved in the CCM Merger.

Houlihan Lokey and certain of its affiliates have in the past provided, and are currently providing, investment banking, financial advisory and/or other financial or consulting services to TWO, CrossCountry, and certain minority investors in CrossCountry, including Ares Management Corporation (“Ares”), or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, Ares (collectively, with Ares, the “Ares Group”), and

Radcliff Companies (“Radcliff”), or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, Radcliff (collectively, with Radcliff, the “Radcliff Group”), for which Houlihan Lokey and its affiliates have received, and expect to receive, compensation, including, among other things, during the two years prior to the date of its opinion, (i) with respect to TWO, (a) having acted as financial advisor to TWO in connection with the proposed UWMC merger and (b) having provided certain financial advisory services to TWO in connection with its review of strategic alternatives and consideration of strategic transactions, for which Houlihan Lokey and its affiliates have received aggregate compensation of approximately $3,725,000, (ii) with respect to CrossCountry, having provided valuation advisory services to CrossCountry in connection with financial reporting and other internal purposes unrelated to the CCM Merger for which Houlihan Lokey and its affiliates have received or will receive aggregate compensation of less than $200,000, (iii) with respect to the Ares Group, (1)(a) having acted as financial advisor to Ares as an investor in Frontier Communications in connection with its acquisition by Verizon, which closed in January 2026 and (b) having acted as financial advisor to Potomac Energy Center, LLC, then a member of the Ares Group, in connection with its sale transaction, which closed in August 2025, for which Houlihan Lokey and its affiliates have received aggregate compensation of approximately $11 million, and (2) having provided and currently providing various valuation and financial advisory services to members of the Ares Group for financial reporting, transaction and other purposes unrelated to the CCM Merger, for which Houlihan Lokey and its affiliates have received aggregate compensation of approximately $13 to 14 million and which Houlihan Lokey could potentially receive a similar amount over the next two years, and (iv) with respect to the Radcliff Group, having provided valuation advisory services to Radcliff in connection with financial reporting purposes for which Houlihan Lokey and its affiliates have received aggregate compensation of less than $550,000. In addition, Houlihan Lokey has been in discussions regarding a potential engagement to provide certain investment banking and financial advisory services to a portfolio company of the Ares Group in connection with a potential transaction, which fee cannot be currently quantified, though if Houlihan Lokey were so engaged and such transaction were to be consummated, Houlihan Lokey could receive compensation similar to or in excess of the fees payable to Houlihan Lokey for the rendering of its services to TWO. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to TWO, CCM, CrossCountry, members of the Ares Group, members of the Radcliff Group, other participants in the CCM Merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of its and their respective employees may have committed to invest in private equity or other investment funds managed or advised by Ares, Radcliff, other participants in the CCM Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with members of the Ares Group, members of the Radcliff Group, other participants in the CCM Merger or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, TWO, CCM, CrossCountry, members of the Ares Group, members of the Radcliff Group, other participants in the CCM Merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

TWO does not, as a matter of course, publicly disclose long-term consolidated forecasts as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. Certain unaudited financial projections regarding TWO’s future performance for the fiscal years 2025 through 2029 on a standalone basis were previously included in TWO’s definitive proxy statement filed in connection with the transactions contemplated by the UWMC Merger Agreement (the “October 2025 TWO Projections”). In connection with the Board’s consideration of the transaction, TWO’s management prepared certain updated unaudited financial projections regarding TWO’s future performance for the fiscal years 2026 through 2030 on a standalone basis (the “March 2026 TWO Projections” and together with the October 2025 TWO Projections, the “TWO Projections”) without giving effect to the CCM Merger, and provided the March 2026 TWO Projections to the Board in connection with its evaluation of the proposed CCM Merger and to TWO’s financial advisor, Houlihan Lokey, as approved by TWO for Houlihan Lokey’s use and reliance in connection with its financial analyses and opinion (see the section described above in this proxy statement entitled “The CCM Merger –Opinion of TWO’s Financial Advisor, Houlihan Lokey Capital, Inc.” beginning on page 43 of this proxy statement). See also the section entitled “The CCM Merger –Background of the CCM Merger” beginning on page 23.

The summary of the TWO Projections is being included in this proxy statement to give TWO stockholders access to non-public information that was provided to the Board and TWO’s financial advisor, Houlihan Lokey, for the purposes described above, and are not intended to influence your decision whether to vote in favor of the CCM Merger Proposal or any other proposal at the special meeting. The inclusion of this information should not be regarded as an indication that any of TWO, its advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

While presented with numeric specificity, the TWO Projections reflect numerous estimates and assumptions that are inherently uncertain and may be beyond the control of TWO, including, among others, assumptions related to TWO’s portfolio composition, performance, investment strategy and target leverage ratios, contractual obligations, prevailing and projected interest rates, operating expenses, the mortgage loan market, origination and servicing volumes, home prices, U.S. residential real estate market conditions, macroeconomic conditions, regulatory risks, and other matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information and Incorporation by Reference” beginning on pages 14 and 79, respectively. The TWO Projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. TWO cannot give any assurance that the TWO Projections and the underlying estimates and assumptions will be realized. In addition, since the TWO Projections cover multiple years, such information by its nature becomes more speculative with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.

The TWO Projections were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The prospective financial information included in this document for the TWO Projections has been prepared by, and is the responsibility of, TWO’s management. Ernst & Young LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to such prospective financial projections and accordingly, Ernst & Young LLP has not expressed an opinion or any other form of assurance on such information or its achievability, and Ernst & Young LLP assumes no responsibility for, and disclaims any association with, the prospective financial information.

Furthermore, the TWO Projections do not take into account any circumstances or events occurring after the date they were prepared. TWO cannot give any assurance that, had the TWO Projections been prepared as of the date of this proxy statement, similar estimates and assumptions would be used. Except as required by applicable securities laws, TWO does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the TWO Projections to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The TWO Projections do not take into account all the possible financial and other effects on TWO of the CCM Merger, the effect on TWO of any business or strategic decision or action that has been or will be taken as a result of the CCM Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the CCM Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the CCM Merger. Further, the TWO Projections do not take into account the effect on TWO of any possible failure of the CCM Merger to occur. None of TWO or its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any TWO stockholder or other person regarding TWO’s ultimate performance compared to the information contained in the TWO Projections or to the effect that the forecasted results will be achieved. The inclusion of the TWO Projections herein should not be deemed an admission or representation by TWO or its advisors or any other person that they are viewed as material information of TWO, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing, and considering that the special meeting will be held several months after the TWO Projections were prepared, as well as the uncertainties inherent in any forecasted information, TWO stockholders are cautioned not to place undue reliance on such information, and TWO urges all TWO stockholders to review TWO’s most recent SEC filings for a description of the reported financial results of TWO. See “Where You Can Find More Information and Incorporation by Reference” beginning on page 79.

Subject to the foregoing qualifications, the following table presents a summary of the TWO Projections, based on information and assumptions that include, among others, assumptions related to TWO’s portfolio composition

(including investments in securities and MSR, and respective financing balances), performance, investment strategy and target leverage ratios, contractual obligations, prevailing and projected interest rates, operating expenses, the mortgage loan market and mortgage spreads, origination and servicing volumes, home prices, U.S. residential real estate market conditions, macroeconomic conditions, asset availability and regulatory risks.

In considering the recommendation of the Board to approve the CCM Merger Proposal and the Non-Binding Compensation Advisory Proposal, TWO common stockholders should be aware that TWO’s directors and executive officers have interests in the CCM Merger that may be different from, or in addition to, the interests of TWO common stockholders generally. These interests are described in more detail below and, with respect to the named executive officers of TWO, are quantified in the tables below.

The Board was aware of, and considered the interests of, TWO’s directors and executive officers in evaluating and reaching its decision to approve the CCM Merger and the transactions contemplated by the CCM Merger Agreement, in determining that such transactions are advisable, fair and in the best interests of TWO’s common stockholders, and in resolving to recommend that TWO’s common stockholders vote to approve the CCM Merger Proposal and the Non-Binding Compensation Advisory Proposal.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

At the Effective Time and in accordance with the CCM Merger Agreement, each TWO RSU that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into only the right to receive the CCM Merger Consideration with respect to each share of TWO Common Stock subject to such TWO RSU immediately prior to the Effective Time.

At the Effective Time and in accordance with the CCM Merger Agreement, each TWO PSU that is outstanding as of immediately prior to the Effective Time, shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into only the right to receive the CCM Merger Consideration with respect to each share of TWO Common Stock subject to such TWO PSU immediately prior to the Effective Time that is earned and vested assuming achievement of the applicable performance criteria at the greater of (i) target performance and (ii) actual performance determined by the Board (as constituted immediately prior to the Effective Time) as if the Closing Date was the last day of the applicable performance period.

At the Effective Time and in accordance with the CCM Merger Agreement, each TWO RSA that is outstanding as of immediately prior to the Effective Time shall, automatically and without any action on the part of the holder thereof, be fully vested, and each holder of such TWO RSAs shall have the right to receive the CCM Merger Consideration with respect to each share of TWO Common Stock that so vests.

Payment of the CCM Merger Consideration in respect of TWO RSUs and TWO PSUs will be made without interest and less applicable withholdings, as soon as reasonably practicable, but no later than 15 calendar days, after the Effective Time.

TWO’s executive officers currently hold TWO RSUs and TWO PSUs, and Mr. Greenberg also holds TWO RSAs. TWO’s non-employee directors currently hold TWO RSUs.

For an estimate of the amounts that would be payable to each of TWO’s named executive officers (each, individually, a “NEO” and collectively, the “NEOs”) in respect of their outstanding TWO Equity Awards upon the completion of the CCM Merger, see the section entitled “—Quantification of Payments and Benefits to TWO’s Named Executive Officers” below. The estimated aggregate value payable in respect of TWO Equity Awards held by TWO’s one executive officer who is not a current NEO is $824,051, and the estimated aggregate value payable in respect of TWO RSUs held by TWO’s eight (current and former) non-employee directors is $922,568. Depending upon when the CCM Merger is completed, certain TWO Equity Awards that are outstanding as of the date of this proxy statement may vest and be settled pursuant to their terms, independent of the CCM Merger. The actual value payable in respect of the TWO Equity Awards therefore cannot be determined with any certainty until the CCM Merger is completed.

The CCM Merger Agreement generally provides that, for a period of six years from the Effective Time, CCM and the surviving company will indemnify all present and former directors, officers and fiduciaries of any employee benefit plan of TWO or any of its subsidiaries, or those who served at the request of TWO, or any of its subsidiaries, as an officer, director, or fiduciary of any employee benefit plan of any of TWO’s subsidiaries for losses, claims, damages, costs, fines, penalties, expenses, liabilities or judgments or amounts that are based, in whole or in part, on the fact that such person is or was a director, officer or fiduciary of an employee benefit plan of TWO or any of its subsidiaries, or serving at the request of TWO or any of its subsidiaries as a director, officer or fiduciary of an employee benefit plan (including, without limitation, the transactions contemplated by the CCM Merger Agreement) to the fullest extent permitted under applicable law.

In addition, the CCM Merger Agreement also generally requires CCM and the surviving company to maintain, for a period of six years from the Effective Time, “tail” director and officer liability coverage for the benefit of the directors and officers of TWO and its subsidiaries without reduction of existing coverage under, and having terms not less favorable to the insured persons than, the director and officer liability insurance coverage currently maintained by TWO (as long as the annual premium does not exceed 300% of the annual premium under TWO’s existing policies).

TWO maintains the Two Harbors Investment Corp Severance Benefits Plan (as amended and restated, the “Severance Benefits Plan”), which covers its executive officers and certain other key employees. Upon a termination of an executive officer’s employment by TWO (or its successor) without “cause” or upon a termination of employment by the executive officer for “good reason” (as described below) within two years following a change of control of TWO (a “Qualifying Termination”), such executive officers would be entitled to the following benefits under the Severance Benefits Plan:

The Severance Benefits Plan also provides for the reimbursement of participants’ legal fees in disputes regarding the Severance Benefits Plan during the two-year period following a change of control, regardless of the outcome, provided the claim was not frivolous or maintained in bad faith. The CCM Merger is expected to constitute a “change of control” for purposes of the Severance Benefits Plan. During the two-year period following a change of control of TWO, TWO is prohibited from terminating or amending the Severance Benefits Plan if such amendments would adversely affect employees covered by the Severance Benefits Plan. For purposes of the Severance Benefits Plan:

Benefits under the Severance Benefits Plan are subject to a “best net” cutback with respect to Section 280G of the Code, whereby, in the event that it is determined that any payment or benefit would constitute a “parachute payment” within the meaning of Section 280G of the Code, such payments and benefits may be reduced to the extent necessary so that no portion of the payment or benefit, as so reduced, is subject to excise tax under Section 4999 of the Code (provided that the payment of such reduced amount results in the receipt by the executive of a greater after-tax payment than if the payment was simply made to the executive in full).

A participant’s entitlement to severance benefits under the Severance Benefits Plan is generally conditioned on his or her execution and non-revocation of a separation and release agreement that includes (among other things) customary restrictive covenants, as well as a customary release of claims in favor of TWO (or its successor).

For estimates of the amounts that would be payable to each of TWO’s NEOs pursuant to the Severance Benefits Plan upon a Qualifying Termination of employment that occurs immediately following the Effective Time, see the section entitled “—Quantification of Payments and Benefits to TWO’s Named Executive Officers” below. The estimated aggregate amount that would be payable to TWO’s one executive officer who is not an NEO under the

Severance Benefits Plan upon a Qualifying Termination of employment that occurs immediately following the Effective Time (assuming the effective time occurs on March 31, 2026) is $1,673,973. The quantifications set forth in this paragraph are based upon compensation levels in effect as of the date of this proxy statement and COBRA premiums in effect on March 31, 2026.

Pursuant to the CCM Merger Agreement, any cash bonus, sales and other incentive plan amounts with respect to the performance period in which the Effective Time occurs will be paid to the eligible employees in a prorated amount assuming achievement at the greater of target or actual level of performance as of the date of the CCM Merger. Such amounts are to be paid at the time such bonus, sales or incentive amounts would normally be paid. A portion of the executive officers’ compensation includes an annual cash incentive that is subject to this requirement, and as a result, the executive officers will be entitled to receive a prorated annual cash incentive for the performance period in which the effective time occurs. If the Effective Time occurs on March 31, 2026 and assuming achievement of target performance, the estimated aggregate amount that would be payable to TWO’s 6 current executive officers is $1,266,164.

In addition to the payments, benefits, and actions described above and below, under the terms of the CCM Merger Agreement, TWO may take certain compensatory actions prior to the completion of the CCM Merger that will affect TWO’s directors and executive officers, although determinations related to such actions have not been made as of the date of this proxy statement and the impact of such actions is not reflected in the amounts estimated above and in the section entitled “—Quantification of Payments and Benefits to TWO’s Named Executive Officers” below. Among other actions, TWO may make certain ordinary-course equity grants to its executive officers, grant cash-based retention awards, and take certain additional tax planning purposes with respect to Sections 280G and 4999 of the Code.

This section, including the table below entitled “Golden Parachute Compensation,” along with its footnotes, sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for the NEOs that is based on or otherwise relates to the CCM Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the compensation payable to the NEOs identified in TWO’s most recent proxy statement, filed in connection with TWO’s 2025 annual meeting of its stockholders, that is related to the CCM Merger.

This includes TWO’s principal executive officer, principal financial officer, the three other most highly compensated executive officers who were serving as executive officers as of the end of TWO’s 2024 fiscal year, and one additional individual who would have been among such three most highly compensated executive officers but for the fact that she was no longer serving as an executive officer at fiscal year-end. For purposes of the below disclosure, we refer to NEOs who are employed with TWO as of the date of this proxy statement as the “current NEOs.” The “golden parachute” compensation payable to the NEOs is subject to a non-binding advisory vote of TWO’s common stockholders.

The amounts indicated below are estimates of amounts that would be payable to the NEOs, and such estimates are based on assumptions that may or may not actually occur, including assumptions described in this proxy statement. Some of the assumptions are based on information not currently available and, as a result, the actual amounts, if any, to be received by any NEO may differ in material respects from the amounts set forth below.

The amounts indicated below do not attempt to quantify any reduction that may be required as a result of the Code Section 280G “best net” cutback, or any legal fees that may be owing to an NEO in the event of a dispute regarding their benefits under the Severance Benefits Plan, in each case as described above under “—Severance Benefits Plan.” In addition, the table below does not include amounts that TWO’s NEOs were already entitled to receive or vested in as of the date of this proxy statement.

Unless otherwise indicated, the amounts set forth in the table below have been calculated assuming that:

Depending upon when the CCM Merger is completed, certain awards that are outstanding as of the date hereof and included in the table below may vest pursuant to their terms, independent of the CCM Merger. For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see the sections entitled “— Treatment of TWO Equity Awards” and “—Severance Benefits Plan” above.

The CCM Merger is subject to the requirements of the HSR Act, which provide that certain transactions may not be completed until notification and report forms are furnished to the Antitrust Division of the DOJ and the FTC, and the HSR Act waiting period is terminated or expires.

The completion of the CCM Merger is further conditioned upon (i) obtaining the consents or approvals of Fannie Mae, Freddie Mac, Ginnie Mae, the U.S. Department of Veteran Affairs and the U.S. Department of Agriculture and (ii) as a result of the contemplated change in ownership of TWO, obtaining consents from or providing notice to the states in which TWO operates in accordance with such state regulatory requirements.

Pursuant to the MGCL and the TWO Charter, holders of TWO Common Stock and TWO Preferred Stock will not be entitled to appraisal rights, rights of objecting stockholders or dissenter’s rights in connection with the CCM Merger.

CCM will appoint a paying agent for the exchange of TWO Common Stock for the CCM Merger Consideration in accordance with the CCM Merger Agreement.

On the Closing Date and prior to the Effective Time, CCM or Merger Sub will deposit, or cause to be deposited, with the paying agent, for the benefit of the former holders of shares of TWO Common Stock, for issuance in accordance with the CCM Merger Agreement, cash in an amount equal to the aggregate CCM Merger Consideration required to be paid in accordance with this Agreement. The surviving company will pay all charges and expenses, including those of the paying agent, in connection with the exchange of shares for the CCM Merger Consideration.

As soon as practicable after the Effective Time, but in no event more than two business days after the Closing Date, CCM will instruct the paying agent to deliver to each record holder of, as of immediately prior to the Effective Time, shares represented by a certificate or certificates of TWO Common Stock (“Certificates”), or shares of TWO Common Stock, represented by book-entry (“Book-Entry Shares”), (i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery will be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the paying agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares for payment of the applicable CCM Merger Consideration pursuant to the CCM Merger Agreement.

Upon the surrender to the paying agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal (or, in the case of Book-Entry Shares, by book-receipt of an “agent’s message” by the paying agent or such other evidence, if any, required to be obtained by the paying agent in connection with the surrender of Book-Entry Shares), duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the paying agent, the holder of such Certificate or Book-Entry Shares will be entitled to receive in exchange therefor the applicable CCM Merger Consideration to which such holder is entitled.

If payment of the applicable CCM Merger Consideration is to be made to a person other than the record holder of such shares of TWO Common Stock, it shall be a condition of payment that shares so surrendered will be properly endorsed or will be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the applicable CCM Merger Consideration to a person other than the registered holder of such shares surrendered or will have established to the satisfaction of the surviving company that such taxes either have been paid or are not applicable.

TWO pays regular quarterly dividend distributions to its stockholders. All dividend distributions are authorized by the Board, in its discretion, and depend on such items as TWO’s REIT taxable income, financial condition, maintenance of REIT status, and other factors that the Board may deem relevant from time to time. TWO common stockholders share proportionally on a per share basis in all declared dividends on TWO Common Stock. Dividends cannot be paid on TWO Common Stock unless TWO has paid full cumulative dividends on all classes of TWO Preferred Stock. TWO intends to continue to pay quarterly dividends on TWO Common Stock and to distribute to TWO common stockholders as dividends 100% of the TWO REIT taxable income, on an annual basis.

In addition, the CCM Merger Agreement permits TWO to continue to pay regular quarterly dividends, and any dividends or distributions necessary to maintain its REIT qualification under the Code and avoid the imposition of any corporate level tax or excise tax under the Code.

After the CCM Merger is completed and the TWO Preferred Stock has been redeemed, the TWO Common Stock, TWO Series A Preferred Stock, TWO Series B Preferred Stock and TWO Series C Preferred Stock will no longer be listed on the NYSE and will be deregistered under the Exchange Act.

In connection with the CCM Merger, CCM currently expects to maintain TWO’s repurchase agreements, revolving credit facilities and warehouse lines of credit. TWO is not required to make any offer to repurchase with respect to the TWO Senior Notes in connection with the CCM Merger until after the Effective Time. Prior to the Effective Time, TWO and CCM will use commercially reasonable efforts to prepare and deliver all notices and other documents, and take all other actions, in each case as required under the terms of the TWO Senior Notes or the TWO Senior Notes Indenture, including the giving of any notices that may be required thereunder in connection with the CCM Merger.

Within 30 days following the Effective Time, in accordance with the terms of the TWO Senior Notes Indenture, CCM will cause TWO to make an offer to each holder of the TWO Senior Notes to repurchase all or some of such holders’ TWO Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the TWO Senior Notes repurchased, plus accrued or unpaid interest on the TWO Senior Notes repurchased to, but excluding, the repurchase date. CCM expects that any TWO Senior Notes that are not repurchased in connection with this offer will remain outstanding after the CCM Merger.

At the Effective Time, each share of TWO Series A Preferred Stock, TWO Series B Preferred Stock and TWO Series C Preferred Stock will remain issued and outstanding. Promptly after the Effective Time, TWO will deliver a notice of redemption to the holders of the TWO Preferred Stock, in accordance with the TWO Charter and the TWO Bylaws. Following the Effective Time, when required in connection with the redemption of the TWO Preferred Stock, CCM, on behalf of the surviving company, will irrevocably set aside and deposit, separate and apart from its

other funds, in trust for the benefit of the holders of the TWO Preferred Stock, cash in immediately available funds in the amount of the Preferred Stock Redemption Amount. On the Preferred Stock Redemption Date, each share of TWO Preferred Stock will be redeemed for an amount in cash equal to the Preferred Stock Redemption Amount.

Following the Closing, the surviving company will complete the redemption of the TWO Preferred Stock in accordance with the TWO Charter and the TWO Bylaws.

The following is a summary of the material terms of the CCM Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the CCM Merger Agreement that is important to you. The summary of the material terms of the CCM Merger below and elsewhere in this proxy statement is qualified in its entirety by reference to the CCM Merger Agreement, a copy of which is attached to this proxy statement as Annex A, and is incorporated by reference into this proxy statement. You are urged to read this proxy statement, including the CCM Merger Agreement, carefully and in its entirety for a more complete understanding of the CCM Merger.

The CCM Merger Agreement and this summary of its terms have been included in this proxy statement to provide you with information regarding the terms of the CCM Merger. They are not intended to provide you with any other factual or financial information about Two Harbors or CCM or any of their respective affiliates or businesses. Information about TWO and CCM can be found elsewhere in this proxy statement and in the other filings that TWO has made with the SEC, which are available without charge at http://www.sec.gov. See “Where You Can Find More Information and Incorporation by Reference” beginning on page 79.

The CCM Merger Agreement contains representations, warranties and covenants made by each of the parties to the CCM Merger Agreement solely for the benefit of the other parties and solely for the purposes contemplated in connection with the CCM Merger Agreement and are subject to and qualified by important confidential disclosures which may not be expressed in the CCM Merger Agreement or in other public disclosures by TWO, and other qualifications and limitations agreed to by the parties in connection with negotiating the terms of the CCM Merger Agreement. Accordingly, TWO stockholders, as well as any other person, should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances, and they should bear in mind that the representations and warranties were made solely for the benefit of the parties to the CCM Merger Agreement, were negotiated for the principal purpose of allocating contractual risks among the parties to the CCM Merger Agreement rather than to establish matters as facts, and may be subject to contractual standards of materiality that are different from those generally relevant to equityholders or applicable to reports and documents filed with the SEC. The representations and warranties in the CCM Merger Agreement will not survive the completion of the CCM Merger. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the CCM Merger Agreement, which subsequent information or new developments qualifying a representation or warranty may have been included or incorporated by reference into this proxy statement. For the foregoing reasons, the representations, warranties and covenants or any descriptions of the provisions should not be read alone, but instead read together with the information provided elsewhere in this proxy statement and in the documents attached to or incorporated by reference into this proxy statement.

Capitalized terms used in this proxy statement but not otherwise defined will have their respective meanings set forth in the CCM Merger Agreement.

The CCM Merger Agreement provides for the merger of Merger Sub, an indirect, wholly owned subsidiary of CCM, with and into TWO. At the Effective Time, the separate corporate existence of Merger Sub will cease and TWO will continue as the surviving company as an indirect, wholly owned subsidiary of CCM.

The Closing will take place at 9:00 a.m., New York, New York time, on a date that is two business days after satisfaction or waiver of the closing conditions in the CCM Merger Agreement, which are described under “Conditions to Complete the CCM Merger” beginning on page 70 (other than those conditions which by their nature cannot be satisfied until the Closing Date, and which are required to be so satisfied or waived on the Closing Date) by the electronic exchange of documents and executed signature pages. The CCM Merger will become effective at the time that the Articles of Merger are accepted for record by the State Department of Assessments and Taxation of Maryland, or such later date and time as shall be agreed to in writing by TWO and CCM and specified in the Articles of Merger.

At the Effective Time, articles of incorporation and bylaws of the surviving company shall remain the TWO Charter and TWO Bylaws as of immediately prior to the Effective Time.

Pursuant to the terms of the CCM Merger Agreement, at the Effective Time, by virtue of the CCM Merger and without any action on the part of TWO, CCM, Merger Sub or any of their respective securities holders, each share of TWO Common Stock (other than shares of TWO Common Stock held by CCM or Merger Sub or by any wholly owned subsidiary of CCM, Merger Sub or TWO) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount in cash, without interest, equal to $10.80 per share.

The CCM Merger Consideration will be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, reclassification, recapitalization or other like change with respect to the TWO Common Stock outstanding prior to the Effective Time.

Payment of the CCM Merger Consideration under the CCM Merger Agreement is subject to applicable tax withholding requirements.

Holders of TWO Common Stock and TWO Preferred Stock will not be entitled to appraisal rights, rights of objecting stockholders or dissenter’s rights in connection with the CCM Merger.

CCM has appointed Equiniti Trust Company, TWO’s transfer agent, to act as the paying agent for the exchange of TWO Common Stock for the CCM Merger Consideration. Prior to the Effective Time, CCM or Merger Sub will deposit or cause to be deposited with the paying agent cash in an amount equal to the aggregate CCM Merger Consideration required to be paid in accordance with the CCM Merger Agreement.

As soon as practicable after the Effective Time, but in no event more than two business days after the Closing Date, CCM will instruct the paying agent to mail to each record holder of shares of TWO Common Stock as of immediately prior to the Effective Time, a letter of transmittal and instructions for use in effecting the surrender of their shares for payment of the applicable CCM Merger Consideration pursuant to the CCM Merger Agreement. The letter of transmittal will advise the holder of the effectiveness of the CCM Merger and the conversion of the holder’s TWO Common Stock, as the case may be, into the right to receive the applicable CCM Merger Consideration and specify that delivery will be effected, and risk of loss and title to the shares of TWO Common Stock will pass only upon proper delivery of the certificates representing such shares (or an affidavit of loss in lieu of any certificate that has been lost, stolen or destroyed) to the paying agent or, in the case of book-entry shares, upon adherence to the procedures to be set forth in the letter of transmittal.

Upon surrender to the paying agent of such a certificate (or affidavit of loss) properly endorsed or otherwise in proper form for transfer (or, in the case of book-entry shares, upon the book-receipt of an “agent’s message” by the paying agent and/or such other evidence required by the paying agent in connection with the surrender of such book-entry shares), together with the letter of transmittal duly completed and validly executed in accordance with its accompanying instructions, and such other documents required by the paying agent, the holder of such certificate (or such book-entry shares) will be entitled to receive, in exchange therefor, payment of the CCM Merger Consideration pursuant to the CCM Merger Agreement. All such surrendered share certificates (and book-entry shares) will be cancelled when exchanged as described above. No interest will be paid or accrue on any part of the CCM Merger Consideration.

TWO’s representations and warranties in the CCM Merger Agreement relate to, among other things:

CCM’s and Merger Sub’s representations and warranties in the CCM Merger Agreement relate to, among other things:

The representations and warranties in the CCM Merger Agreement will expire upon the effectiveness of the CCM Merger.

TWO has qualified certain representations and warranties in the CCM Merger Agreement by a materiality or “material adverse effect” standard. For the purposes of the CCM Merger Agreement, a “material adverse effect” means any fact, circumstance, occurrence, state of fact, effect, change, event or development (each referred to as an “effect”) that, individually or in the aggregate, has had, or would reasonably be expected to have, a materially adverse effect on the financial condition, business, assets, or results of operations of such party, as applicable, together with its subsidiaries, taken as a whole, except that no effect (by itself or when aggregated or taken together with any and all other effects) directly or indirectly resulting from, arising out of, attributable to, or related to any of the following shall be taken into account when determining whether a “material adverse effect” has occurred or would reasonably be expected to occur:

To the extent any effect directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the first six bullets has had or would reasonably be expected to have a disproportionate adverse effect on such party and its subsidiaries, taken as a whole, as compared to other participants that conduct business in the geographic regions and industries in which such party and its subsidiaries conduct business, such effect (if any) shall be taken into account when determining whether a “material adverse effect” has occurred or would reasonably be expected to occur.

Under the terms of the CCM Merger Agreement, TWO has agreed that, except (a) as disclosed in TWO’s disclosure letter, (b) as permitted or required by the CCM Merger Agreement, (c) as may be required by applicable law, or (d) as otherwise consented to by CCM in writing (which consent will not be unreasonably withheld, delayed or conditioned), during the period commencing with the date of the CCM Merger Agreement and until the earlier to occur of the Effective Time and the date, if any, on which the CCM Merger Agreement is terminated (the “Interim Period”), TWO will, and will cause its subsidiaries to, use commercially reasonable efforts to conduct their businesses in all material respects in the ordinary course of business and preserve intact their present business organization and existing relationships with key business relationships, vendors and counterparties, and maintain all governmental authorizations, and TWO will maintain its status as a REIT.

TWO has also agreed that, except (a) as disclosed in TWO’s disclosure letter, (b) as permitted or required by the CCM Merger Agreement, (c) as may be required by applicable law, or (d) as otherwise consented to by CCM in writing (which consent will not be unreasonably withheld, delayed or conditioned), during the Interim Period, TWO will not, and will not permit its subsidiaries to, take (or authorize, agree or commit to take) certain actions, including, among others, actions concerning the following matters (subject to certain other agreed upon exceptions set forth in the CCM Merger Agreement):

Subject to the terms and conditions of the CCM Merger Agreement, each of TWO and CCM will use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to consummate the CCM Merger and the other transactions contemplated by the CCM Merger Agreement, as promptly as practicable, including preparing and filing all necessary applications, notices, petitions, filings, and other documents and to obtain all waiting period expirations or terminations, consents, licenses, orders, registrations and permits necessary or advisable to be obtained from any third party and/or any governmental entity. Each of TWO and CCM will make its respective filings under the HSR Act as promptly as reasonably practicable (but in any event within 25 business days) after the date of the CCM Merger Agreement.

Each of TWO and CCM will give any required notices to third parties and use, and cause each of their respective subsidiaries and affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the CCM Merger.

The CCM Merger Agreement provides that, subject to the terms and conditions set forth therein, CCM will, and will cause its affiliates to, use reasonable best efforts, and promptly take all steps necessary, to avoid or eliminate regulatory concerns or satisfy regulatory-imposed conditions to enable the parties to expeditiously consummate the transactions contemplated by the CCM Merger Agreement, including:

However, CCM and its affiliates are not required to propose, negotiate, offer to commit to, commit to or effect any of the foregoing actions that would in the aggregate result in, or be reasonably likely to result in, an adverse effect that is more than immaterial on the financial condition, business, assets or continuing results of operations of CCM and its affiliates and subsidiaries, or the TWO and its subsidiaries, in each case, taken as a whole, at or after the Effective Time. Further, CCM will not and will cause its subsidiaries and affiliates not to enter into or consummate any transaction, agreement or arrangement that would reasonably be expected to prevent or delay CCM or TWO from obtaining any required consents, or prevent expiration of the waiting period under the HSR Act, permits required to be held by TWO or any competition or foreign investment law applicable to the transactions contemplated by the CCM Merger Agreement.

The CCM Merger Agreement provides that, during the Interim Period, TWO will, and will cause its subsidiaries and instruct its representatives to, immediately:

Except as expressly permitted by the CCM Merger Agreement, during the Interim Period, TWO will not, and will cause its subsidiaries and will instruct its representatives not to, directly or indirectly:

A “Competing Proposal” refers to any proposal or offer relating to any transaction or series of related transactions (other than transactions with CCM or any of its subsidiaries) involving:

During the Interim Period, TWO will advise CCM of the receipt of any Competing Proposal or any communication that would reasonably be expected to lead to a Competing Proposal or any request for non-public information or data made in connection with or that would reasonably be expected to lead to a Competing Proposal (in each case within 48 hours thereof), and TWO will provide to CCM (within such 48-hour time frame) either (i) a copy of any such Competing Proposal or (ii) a written summary of the material terms of such Competing Proposal, if such proposal is not made in writing. TWO will promptly (and in any event within 48 hours) inform CCM if TWO determines to begin providing information or to engage in discussions or negotiations with any person concerning a Competing Proposal and keep CCM reasonably informed at all times with respect to such Competing Proposal.

TWO, directly or indirectly through one or more of its representatives, may prior to the approval of the CCM Merger Proposal by the TWO common stockholders, in connection with a Competing Proposal (a) engage in discussions or negotiations with respect to such Competing Proposal and (b) furnish non-public information regarding TWO or its subsidiaries, or access to the properties, assets or employees of TWO or its subsidiaries, if TWO receives a written, bona fide Competing Proposal that was not solicited at any time following the execution of the CCM Merger Agreement; provided, however, that:

A “Superior Proposal” refers to a bona fide Competing Proposal (with references to 25% being deemed replaced with references to 50% and references to 75% being deemed to be replaced with references to 50%) by a third party, which the Board or any committee thereof determines in good faith after consultation with TWO’s outside legal and financial advisors and after taking into account relevant legal, financial, regulatory and other aspects of such proposal, including whether the transactions contemplated by such proposal are reasonably capable of being consummated, would, if consummated in accordance with its terms, result in a transaction more favorable to the TWO common

stockholders than the CCM Merger (including taking into account any revisions to the terms and conditions of the CCM Merger Agreement offered by CCM in response to such Competing Proposal, as described below).

Prior to approval of the CCM Merger Proposal by the TWO common stockholders, in response to a Competing Proposal, the Board may cause TWO to effect a change in its Board Recommendation or terminate the CCM Merger Agreement as provided therein, if prior to taking such action:

Prior to receiving approval of the CCM Merger Proposal from the TWO common stockholders, TWO may seek clarification from (but not engage in negotiations or discussions with or provide non-public information to) any person who has made a proposal or offer solely to clarify and understand the terms and conditions of such proposal or offer in order to determine whether such proposal or offer constitutes or could reasonably be expected to lead to a Superior Proposal, or may inform a proposing party of the terms of the restrictions in the preceding paragraphs. In either case, TWO will supply a copy of such communication to CCM within 48 hours thereof.

Further, the Board may, prior to receiving approval of the CCM Merger Proposal by the TWO common stockholders change its Board Recommendation, other than in response to a Competing Proposal, if:

TWO will take all action necessary in accordance with applicable laws and its organizational documents to duly give notice of, convene and hold a special meeting of its common stockholders for the purpose of obtaining the approval

of the TWO common stockholders of the CCM Merger Proposal, to be held as promptly as reasonably practicable following this proxy statement being cleared by the SEC (and in any event will use reasonable best efforts to convene such meeting within 60 days thereof). Unless there has been a change in the Board Recommendation in accordance with the terms of the CCM Merger Agreement, the Board must recommend that the TWO common stockholders vote in favor of the CCM Merger Proposal at the special meeting and the Board must solicit from the TWO common stockholders proxies in favor of the CCM Merger Proposal, and this proxy statement is required to include such recommendation of the Board.

TWO (i) will be required to adjourn or postpone the special meeting (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to the TWO common stockholders or (B) if, as of the time the special meeting is scheduled, there are insufficient shares of TWO Common Stock represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the special meeting; and (ii) may, and at the request of CCM shall, adjourn or postpone the special meeting if, as of the time for which the special meeting is scheduled, there are insufficient shares of TWO Common Stock represented (either virtually or by proxy) to obtain the approval of the TWO common stockholders. Notwithstanding the foregoing, the special meeting will not be adjourned or postponed to a date that is more than 30 days after the date for which the special meeting was previously scheduled (it being understood that such special meeting must be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such special meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist). However, the special meeting will not be adjourned or postponed to a date on or after two business days prior to the End Date (as defined below). In the event of any postponement or adjournment in which there are insufficient shares of TWO Common Stock represented (either virtually or by proxy) to constitute a quorum or obtain the TWO common stockholder approval, TWO shall use reasonable best efforts to ensure such a quorum and approval at the special meeting following such postponement or adjournment.

TWO will use commercially reasonable efforts to promptly provide CCM with all voting tabulation reports relating to the special meeting as reasonably requested by CCM and will otherwise keep CCM reasonably informed regarding the status of the solicitation and any material oral or written communications from or to TWO common stockholders with respect thereto. Unless there has been a change in the Board Recommendation, TWO and CCM agree to cooperate in responding, and to use their reasonable best efforts to respond, as promptly as reasonably practicable, to any public statement by any of the TWO common stockholders or any other person in opposition of the transactions contemplated by the CCM Merger Agreement or otherwise intended to prevent the approval of CCM Merger by the TWO common stockholders.

Once TWO has established the record date for the special meeting, TWO will not change such record date or establish a different record date for the special meeting without the prior written consent of CCM (which consent will not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable law or TWO’s organizational documents or in connection with a postponement or adjournment of the special meeting as required or permitted by the CCM Merger Agreement.

Unless the CCM Merger Agreement has been terminated in accordance with Article VIII thereof, TWO’s obligations to call, give notice of, convene and hold the special meeting in accordance with the CCM Merger Agreement shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Superior Proposal or Competing Proposal, or by any change in the Board Recommendation, or by the occurrence or disclosure of any intervening event.

Pursuant to the CCM Merger Agreement, CCM will cause each individual who is employed by TWO and its subsidiaries as of the Effective Time and who continues to be employed by CCM and its subsidiaries thereafter (each, a “continuing employee”) to be provided with: (i) for the one-year period following the Closing Date, base compensation (salary or wages, as applicable), and as applicable, annual bonus and incentive compensation opportunities, including the value of equity-based compensation, that are no less favorable, in each respect, than those in effect for such continuing employee immediately prior to the CCM Merger, and (ii) from the Effective Time through the end of the calendar year in which the Closing Date occurs, employee benefits (including retirement plan participation but excluding severance benefits and supplemental pay, except as provided below) no less favorable than those in effect for the continuing employee immediately prior to the CCM Merger, which will continue to be provided through the TWO benefit plans.

From and after the Effective Time, each continuing employee will be given credit for their service with TWO and its subsidiaries for all employee benefit plan purposes (other than to the extent it would result in a duplication of benefits), including vesting, eligibility and level of benefits under the applicable TWO and CCM benefit plans, to the same extent and for the same purpose that such service was taken into account under the applicable TWO benefit plans prior to the Closing. CCM, the surviving company, or one of its subsidiaries will assume and honor all unused vacation and other paid time off days accrued or earned by each continuing employee as of the Closing Date for the calendar year in which the Closing occurs.

From and after the Effective Time, CCM will, or will cause the surviving company and its subsidiaries to (i) waive any limitation on health and welfare coverage of any continuing employee and eligible dependents due to pre-existing conditions or waiting periods, active employment requirements and requirements to show evidence of good health under the applicable CCM or TWO health and welfare benefit plan, to the same extent such conditions, periods or requirements had been satisfied or waived under the applicable TWO benefit plan immediately prior to the CCM Merger and (ii) credit the expenses of continuing employees that were credited toward applicable deductibles and annual out-of-pocket limits under the applicable TWO benefit plan for the plan year in which the Closing Date occurs against satisfaction of any deductibles or out-of-pocket limits under such benefit plan for the plan year in which the Closing Date occurs.

If a continuing employee’s employment is terminated in connection with the CCM Merger or during the period commencing on the Closing Date and ending on the 12-month anniversary of the Closing Date by CCM (or its subsidiaries) without cause, CCM will provide (or cause to be provided) certain severance benefits to such continuing employee in accordance with the terms of the TWO severance guidelines applicable to such continuing employee as in effect prior to the Closing, and, to the extent applicable, the amount of such severance benefits will be calculated taking into account the continuing employee’s period of employment with TWO and its affiliates prior to the Closing, and with CCM and its affiliates on and after the Closing. CCM will (or will cause the surviving company to) honor the terms of the Severance Benefits Plan for continuing employees covered by such plan.

To the extent any bonus amounts under any cash bonus, sales and other incentive plans of TWO and its subsidiaries with respect to a performance period completed on or prior to the Closing remain unpaid as of the Closing Date, CCM and the surviving company, as applicable, will cause all such bonus amounts to be calculated in accordance with such cash bonus, sales and other incentive plans and paid in the ordinary course of business to the eligible continuing employees. CCM and the surviving company, as applicable, will cause all such bonus amounts with respect to the performance period in which the Closing occurs to be calculated and paid to the eligible employees of TWO and its subsidiaries, calculated at the greater of the target or actual level of performance as of the Closing Date, prorated to such date, and generally payable at such time TWO would ordinarily pay such bonus amounts.

The provisions of the CCM Merger Agreement described above under “Certain Employee Benefits Matters” are for the sole benefit of the parties to the CCM Merger Agreement, and nothing therein is intended or will be construed to confer upon any person legal or equitable or other rights or remedies with respect to the matters described therein.

For a period of six years from the Effective Time, CCM and the surviving company will, jointly and severally, indemnify, defend and hold harmless each current or former director, officer or employee of TWO and its subsidiaries, current or former fiduciary under TWO’s benefit plans or any of its subsidiaries, or director, officer, employee or agent of another person serving at the request of TWO or its subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, against and from all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts (including attorneys’ and other professionals’ fees and expenses) or amounts paid in settlement of, or incurred in connection with, any threatened or actual proceeding based on or arising out of, in whole or in part, such person’s capacity as such.

For a period of six years from the Effective Time, CCM and the surviving company shall not amend, repeal or otherwise modify the organizational documents of the surviving company or its subsidiaries in any manner that would adversely affect, or manage the surviving company or its subsidiaries with the intent to or in a manner that would adversely affect, the indemnification, exculpation and advancement rights of any indemnified person contained therein except to the extent required by applicable law. CCM shall, and shall cause the surviving company and its subsidiaries to, fulfill and honor indemnification, expense advancement or exculpation agreements with directors, officers or employees of TWO and its subsidiaries existing immediately prior to the Effective Time.

CCM has agreed to cause the surviving company to purchase a six-year “tail” D&O insurance policy providing coverage for acts, omissions or events occurring or alleged to have occurred at or prior to the Effective Time that is no less favorable than TWO’s current D&O insurance and indemnification policy, except that the surviving company is not required to pay an annual premium in excess of 300% of the last annual premium prior to the date of the CCM Merger Agreement.

CCM has represented under the CCM Merger Agreement that it has access to, and will cause Merger Sub to have access to, at the Effective Time and at the Closing, available funds in an amount sufficient to carry out all of CCM’s obligations under the CCM Merger Agreement and to consummate the transactions thereunder, including payment in cash of the aggregate CCM Merger Consideration on the Closing Date and the aggregate amounts payable to holders of Company Equity Awards following the Effective Time pursuant to the CCM Merger Agreement, and to pay all related fees and expenses required to be paid by CCM or Merger Sub under this Agreement. CCM has delivered to TWO a copy of a fully executed debt commitment letter and the fee letter therein, pursuant to which financing sources have committed to provide to a subsidiary of CCM the amount of debt financing described therein (the “Financing”). However, neither the Financing nor the availability of any funds or other financing to CCM or any of its affiliates is a condition to the CCM Merger.

CCM has agreed under the CCM Merger Agreement to use its reasonable best efforts to obtain the Financing, and if any portion or all of the Financing becomes unavailable, to obtain alternative debt financing from the same or other sources in order to pay the Required Amounts. Without limitation, CCM will comply with and maintain in full force and effect the Debt Commitment Letter, negotiate and enter into acceptable definitive financing agreements (the “Definitive Debt Agreements”) with respect to the Financing or alternative financing, satisfy on a timely basis all conditions to the Financing contemplated by the Debt Commitment Letter and the Debt Financing Fee Letter, and enforce its rights thereunder. CCM will not agree to, or permit, any change in respect of any Definitive Debt Agreement that would result in CCM failing to have the Required Amounts or agree to substitute other debt or equity financing for all or any portion of the Debt Financing that would otherwise be prohibited by the CCM Merger Agreement. CCM will keep TWO reasonably informed of the status of its efforts to arrange the Financing.

If the Financing or any Definitive Debt Agreement expires or is terminated prior to the Closing, in whole or part, or if any portion of the Financing becomes unavailable on the terms of the Debt Commitment Letter or any Definitive Debt Agreement, CCM will promptly use its best efforts to arrange for alternative financing on terms not more onerous, taken as a whole, as the Debt Commitment Letter, will provide TWO documentation of all documents relating to the alternative financing and will continue to keep TWO reasonably informed of the process of obtaining any alternative financing.

CCM has acknowledged and agreed that its obligations under the CCM Merger Agreement are not subject to, or conditioned upon, CCM’s receipt of any financing.

Under the CCM Merger Agreement, CCM has agreed to cause the surviving company to take all steps necessary to complete the redemption of the TWO Series A Preferred Stock, TWO Series B Preferred Stock and TWO Series C Preferred Stock following the Effective Time. Specifically, promptly after the Effective Time, the surviving company will deliver a notice of redemption to each holder of record of TWO Preferred Stock (the “Preferred Stock Redemption Notice”). CCM, on behalf of the surviving company, will then irrevocably set aside cash in immediately available funds equal to $25.00 per outstanding share of TWO Preferred Stock, plus any accumulated and unpaid dividends thereon to (but not including) the redemption date (the “Preferred Stock Redemption Amount”). The surviving company will complete the redemption of all TWO Preferred Stock in compliance with TWO’s governing documents and the Preferred Stock Redemption Notices, with a redemption date no more than 120 days after the Effective Time.

The CCM Merger Agreement contains certain other covenants and agreements, including, among others, covenants concerning the following matters:

The respective obligation of each of CCM, Merger Sub and TWO to consummate the CCM Merger is subject to the satisfaction or, to the extent permitted by law, waiver at or prior to the Effective Time of each of the following conditions:

The obligations of CCM and Merger Sub to consummate the CCM Merger are subject to the satisfaction or, to the extent permitted by law, waiver at or prior to the Effective Time of each of the following conditions:

The obligation of TWO to consummate the CCM Merger is subject to the satisfaction at or prior to the Effective Time of each of the following conditions:

The CCM Merger Agreement provides that the CCM Merger Agreement may be terminated at any time prior to the Effective Time, as follows:

If the CCM Merger Agreement is terminated by (i) CCM following a change of the Board Recommendation in relation to the CCM Merger Proposal, or (ii) TWO in order to enter into a definitive agreement with respect to a Superior Proposal, then in each case, TWO will pay CCM (A) a termination fee equal to $25.4 million (the “Company Termination Fee”) and (B) a refund of the UWM Termination Fee (as defined in the CCM Merger Agreement) in an amount equal to $25.4 million (the “UWM Termination Fee Refund”), in each case concurrently with or promptly after such termination.

TWO must also pay CCM the Company Termination Fee and the UWM Termination Fee Refund if (i) CCM or TWO terminates the CCM Merger Agreement as a result of the failure to obtain the required approval of the TWO common stockholders, (ii) a Competing Proposal was publicly disclosed and not publicly withdrawn prior to the date of the special meeting, and (iii) within 12 months after the date of such termination any Competing Proposal is consummated or TWO enters into a definitive agreement with respect to such Competing Proposal and subsequently consummates such Competing Proposal.

In addition, if CCM terminates the CCM Merger Agreement as a result of a material breach by TWO of its covenants or representations (a “Terminable Breach”), TWO must pay CCM the UWM Termination Fee Refund of $25.4 million within three business days of such termination, even if the Company Termination Fee is not separately payable in that circumstance.

For the avoidance of doubt, TWO will not be obligated to pay the Company Termination Fee or the UWM Termination Fee Refund on more than one occasion each, even if more than one triggering event or provision would otherwise apply.

The CCM Merger Agreement may be amended by the parties at any time; provided that after the approval of the CCM Merger by the TWO common stockholders, no amendment will be made which by law would require the separate approval of the TWO common stockholders without such approval of the TWO common stockholders.

Under the terms of the CCM Merger Agreement, each party is entitled to an injunction (or other form of specific performance or equitable relief) to prevent breaches of the CCM Merger Agreement and enforce the specific terms and provisions of the CCM Merger Agreement, in addition to any and all other remedies at law or in equity.

The CCM Merger Agreement is governed by and construed in accordance with the laws of the State of Maryland. Each of the parties has irrevocably submitted to the jurisdiction of the Circuit Courts of Baltimore City, Maryland and, if federal jurisdiction exists, the United States District Court for the District of Maryland (Northern Division) for the resolution of any disputes relating to the CCM Merger Agreement.

The following is a general discussion of material U.S. federal income tax consequences of the CCM Merger generally applicable to U.S. Stockholders and Non-U.S. Stockholders (each as defined below) that exchange their TWO Common Stock for cash in the CCM Merger.

The following discussion is based upon the Code, U.S. Treasury regulations promulgated thereunder, and judicial and administrative authorities, rulings, and decisions, all as in effect on the date hereof. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion assumes that the CCM Merger will be completed in accordance with the CCM Merger Agreement and as further described herein. Neither CCM nor TWO has requested, and neither plans to request, any rulings from the Internal Revenue Service (“IRS”) with respect to the U.S. federal income tax treatment of the CCM Merger, and the statements set forth herein are not binding on the IRS or any court. Thus, there can be no assurance that the tax consequences contained in this discussion will not be challenged by the IRS or will be sustained by a court if challenged by the IRS.

The following discussion addresses only those U.S. Stockholders that hold their TWO Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). The following discussion does not address the tax consequences to persons who own shares of TWO Preferred Stock immediately prior to the CCM Merger. This discussion is not a complete description of all of the U.S. federal income tax consequences of the CCM Merger and, in particular, does not address any alternative minimum tax, nor does it address any tax consequences arising under the laws of any state, local, or non-U.S. jurisdiction. Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to a U.S. Stockholder or a Non-U.S. Stockholder in light of its individual circumstances or that may be applicable to a U.S. Stockholder or a Non-U.S. Stockholder if it is subject to special treatment under the U.S. federal income tax laws, including:

For purposes of this discussion, the term “U.S. Stockholder” means a beneficial owner of TWO Common Stock that is or is treated as, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election

to be treated as a United States person for U.S. federal income tax purposes. For purposes of this discussion, a “Non-U.S. Stockholder” is a beneficial owner of TWO Common Stock who is neither a U.S. Stockholder nor an entity that is treated as a partnership for U.S. federal income tax purposes.

If an entity or an arrangement treated as a partnership for U.S. federal income tax purposes holds TWO Common Stock, the U.S. federal income tax consequences to a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Any entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds TWO Common Stock, and any partner therein, should consult their tax advisors with respect to the tax consequences of the CCM Merger in their specific circumstances.

CCM and TWO intend to treat the CCM Merger as a taxable sale of TWO Common Stock for cash for U.S. federal income tax purposes.

In general, a U.S. Stockholder of TWO Common Stock will recognize gain or loss for U.S. federal income tax purposes equal to the difference between:

Generally, any gain or loss recognized will be capital gain or loss and will constitute long-term capital gain or loss if the U.S. Stockholder has held the related TWO Common Stock for more than one year as of the effective date of the CCM Merger. An individual U.S. Stockholder will be subject to tax on net long-term capital gain at a maximum U.S. federal income tax rate of 20%. Additionally, a 3.8% Medicare contribution tax will apply to any gain recognized by individuals, trusts and estates whose income exceeds certain threshold levels. Capital gains of corporate U.S. Stockholders generally are taxable at the regular U.S. federal income tax rates applicable to corporations (currently, a maximum rate of 21%). The deductibility of capital losses is subject to limitations.

A U.S. Stockholder who has held its TWO Common Stock for six months or less as of the effective date of the CCM Merger, determined taking into account the holding period rules of Sections 857(b)(8)(B) and 246(c)(3) and (4) of the Code, and who recognizes a loss on the exchange of its TWO Common Stock in the CCM Merger, will be treated as recognizing a long-term capital loss to the extent of any capital gain dividends received on, or such stockholder’s share of any designated retained capital gains with respect to, its TWO Common Stock.

A Non-U.S. Stockholder’s gain or loss from the CCM Merger will be determined in the same manner as that of a U.S. Stockholder. Subject to the discussions of backup withholding and FATCA described below, a Non-U.S. Stockholder generally will not be subject to U.S. federal income tax or U.S. federal withholding tax on any gain recognized from the CCM Merger, unless: (1) such Non-U.S. Stockholder’s TWO Common Stock is treated as being effectively connected with a U.S. trade or business of such Non-U.S. Stockholder (and, if a tax treaty applies, is attributable to a U.S. permanent establishment by the Non-U.S. Stockholder) or (2) such Non-U.S. Stockholder is a nonresident alien individual who has been present in the United States for 183 days or more during the taxable year of disposition and certain other conditions are met.

A Non-U.S. Stockholder whose gain is effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Stockholder will be subject to U.S. federal income tax on such gain on a net basis in the same manner as a U.S. Stockholder. In addition, a Non-U.S. Stockholder that is a corporation for U.S. federal income tax purposes may be subject to the 30% branch profits tax (or lower applicable treaty rate) on such effectively connected gain.

If the Non-U.S. Stockholder is an individual who has been present in the United States for 183 days or more during the taxable year of disposition and certain other conditions are satisfied, that Non-U.S. Stockholder will be subject to a 30% tax on the Non-U.S. Stockholder’s capital gains, which may be offset by U.S.-source capital losses.

If a Non-U.S. Stockholder is eligible for treaty benefits under an income tax treaty with the United States, the Non-U.S. Stockholder may be able to reduce or eliminate certain of the U.S. federal income tax consequences discussed above. Non-U.S. Stockholders should consult their tax advisors regarding possible relief under an applicable income tax treaty.

Withholding taxes may be imposed under Sections 1471 through 1474 of the Code (such Sections, together with the Treasury Regulations and other official guidance issued thereunder, are commonly referred to as FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Non-U.S. Stockholders should consult their tax advisors regarding FATCA and the application of these rules.

Information reporting and backup withholding may apply to payments made in connection with the CCM Merger. Backup withholding is not expected to apply, however, to a stockholder who (a) in the case of a U.S. Stockholder, furnishes a correct taxpayer identification number and certifies that it is not subject to backup withholding on an IRS Form W-9 or successor form and complies with other applicable rules and certification requirements, (b) in the case of a Non-U.S. Stockholder, furnishes an applicable IRS Form W-8 or successor form and complies with other applicable rules and certification requirements, or (c) is otherwise exempt from backup withholding and complies with other applicable rules and certification requirements. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such stockholder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

This discussion of U.S. federal income tax consequences is for general information only and is not intended to be, and should not be construed as, tax advice. All TWO stockholders should consult with their tax advisors to determine the particular U.S. federal, state, local, or non-U.S. income and other tax consequences of the CCM Merger to them.

TWO Common Stock is traded on NYSE under the symbol “TWO.”

As of the close of business on the record date, there were (i) [   ] shares of TWO Common Stock outstanding and entitled to vote, held by approximately [   ] holders of record (which record holders include holders who are nominees for an undetermined number of beneficial owners).

On March 26, 2026, the last trading day before TWO publicly announced the execution of the CCM Merger Agreement, the high and low sale prices for TWO Common Stock as reported on NYSE were $11.40 and $11.21 per share, respectively. The closing price of TWO Common Stock on NYSE on March 26, 2026 was $11.40 per share. On [   ], 2026, the latest practicable date prior to the filing of this proxy statement, the closing price of TWO Common Stock on the NYSE was $[   ] per share.

TWO has historically paid dividends on TWO Common Stock. All dividend distributions are authorized by the Board in its discretion, and depend on such items as TWO’s REIT taxable income, financial condition, maintenance of REIT status, and other factors that the Board may deem relevant from time to time. TWO common stockholders share proportionally on a per share basis in all declared dividends on TWO Common Stock. Dividends cannot be paid on TWO Common Stock unless TWO has paid full cumulative dividends on all classes of TWO Preferred Stock. TWO has paid full cumulative dividends on all classes of TWO Preferred Stock from the respective dates of issuance through March 31, 2026. Under the CCM Merger Agreement, TWO is permitted to continue to pay quarterly dividends on TWO Common Stock and to distribute to its common stockholders as dividends 100% of its REIT taxable income.

After the CCM Merger is completed, TWO Common Stock will no longer be listed on the NYSE and will be deregistered under the Exchange Act.

The following table sets forth certain information regarding the beneficial ownership of shares of TWO Common Stock, as of March 31, 2026, by (a) each of TWO’s directors, (b) each of TWO’s named executive officers, (c) all of TWO’s directors and executive officers as a group, and (d) each person known to TWO to be the beneficial owner of more than five percent of the issued and outstanding shares of TWO Common Stock. Unless otherwise indicated, all shares of TWO Common Stock are owned directly and the indicated person has sole voting and dispositive power with respect to such shares of TWO Common Stock. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or dispositive power with respect to such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement.

Unless otherwise indicated, the address of each person listed below is 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416.

If the CCM Merger is completed, TWO will become a wholly owned subsidiary of CCM and will no longer have public stockholders, and consequently, TWO will not hold an annual meeting of stockholders in 2026. However, if the CCM Merger is not completed for any reason, TWO expects to hold an annual meeting of stockholders in 2026.

The deadline for stockholders to submit proposals to be considered for inclusion in TWO’s proxy statement for its 2026 annual meeting pursuant to Rule 14a-8 under the Exchange Act was December 3, 2025. If the date of TWO’s 2026 annual meeting is changed by more than 30 days from the date of TWO’s 2025 annual meeting, then the deadline is a reasonable time before TWO begins to print and send its proxy materials.

Stockholders may (outside of Rule 14a-8) nominate candidates for election to the Board or propose business for consideration at TWO’s 2026 annual meeting under Maryland law and the TWO Bylaws. The TWO Bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to the Board and the proposal of other business to be considered by stockholders may be made only: (i) pursuant to our notice of the meeting; (ii) by or at the direction of the Board; or (iii) by a stockholder who was a stockholder of record both at the time of giving the notice required by the TWO Bylaws and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the advance notice provisions set forth in the TWO Bylaws. Under the TWO Bylaws, notice of such a nomination or proposal of other business must generally be provided to the Secretary of TWO not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. In addition, any such nomination or proposal must include the information required by the TWO Bylaws. Accordingly, any stockholder who intends to submit such a nomination or such a proposal at TWO’s 2026 annual meeting must have notified TWO in writing of such proposal by December 3, 2025. If the date of TWO’s 2026 annual meeting is changed by more than 30 days from the date of TWO’s 2025 annual meeting, notice of such a nomination or proposal of other business must be delivered to the Secretary of TWO not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the date of TWO’s 2026 annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made.  

In addition to satisfying the foregoing advance notice requirements, to comply with the universal proxy rules, TWO stockholders who intended to solicit proxies in support of director nominees other than the company’s nominees were required to provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 16, 2026. If the date of the 2026 annual meeting is changed by more than 30 calendar days from the anniversary of TWO’s 2025 annual meeting, then such notice must be provided by the later of 60 calendar days prior to the date of TWO’s 2026 annual meeting or the 10th calendar day following the day on which public announcement of the date of TWO’s 2026 annual meeting is first made.

TWO files annual, quarterly and current reports, proxy statements and other information with the SEC. TWO’s SEC filings are available to the public without charge at the internet website maintained by the SEC at http://www.sec.gov. In addition, you may obtain free copies of the documents filed with the SEC by TWO by accessing TWO’s website at https://www.twoinv.com/investors under the tab “SEC Filings.” The information provided on TWO’s website is not part of this proxy statement, and is not incorporated by reference into this proxy statement.

The SEC allows TWO to “incorporate by reference” into this proxy statement the information it files with the SEC, which means TWO can disclose important information to you by referring you to those documents. Information incorporated by reference is deemed to be part of this proxy statement. Later information filed with the SEC will update and supersede this information.

This proxy statement incorporates by reference the documents listed below (other than any portions of the documents not deemed to be filed), all of which have been previously filed by TWO with the SEC:

To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference.

In addition, TWO incorporates by reference any future filings it makes with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this proxy statement and before the date of the special meeting (excluding any current reports on Form 8-K to the extent disclosure is furnished and not filed). Those documents are considered to be a part of this proxy statement, effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct. You can obtain any of the other documents listed above from the SEC, through the SEC’s website at the address indicated above, or from TWO, by requesting them in writing or by telephone as follows:

You may also obtain documents incorporated by reference into this proxy statement by requesting them in writing or by telephone from D.F. King, TWO’s proxy solicitor, at the following address and telephone number:

If you are a TWO stockholder and would like to request documents, please do so by [   ], 2026, which is five business days before the special meeting, to receive them before the meeting. If you request any documents from TWO, TWO will mail them to you by first class mail, or another equally prompt means, within one business day after TWO receives your request.

This proxy statement is a proxy statement of TWO for the special meeting. TWO has not authorized anyone to give any information or make any representation about the CCM Merger or TWO that is different from, or in addition to, that contained in this proxy statement, the annexes hereto or in any of the materials that TWO has incorporated by reference into this proxy statement. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement does not extend to you. This proxy statement is dated [   ], 2026. You should not assume that the information is accurate as of any date other than that date, and neither its mailing to TWO stockholders will create any implication to the contrary. TWO does not assume any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single annual report or proxy statement, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. As permitted by the Exchange Act, only one copy of this proxy statement is being delivered to stockholders residing at the same address, unless stockholders have notified TWO of their desire to receive multiple copies of the proxy statement. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or, if you are a stockholder of record of TWO, notify TWO’s investor relations department at 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations, Tel. 612-453-4100. TWO stockholders who share a single address, but receive multiple copies of TWO’s proxy statement, may request that in the future they receive a single copy by notifying TWO at the telephone and address set forth in the preceding sentence. In addition, TWO will promptly deliver, upon written or oral request made to the address or telephone number above, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered pursuant to a prior request.