Ad Hoc Committee of the Board of Directors Determines Unsolicited Proposal Could Reasonably Be Expected to Lead to a "Company Superior Proposal"

TWO ((Two Harbors Investment Corp., NYSE:TWO), an MSR-focused REIT, today announced that its Board of Directors (the "Board") has received an unsolicited proposal to acquire all of the outstanding shares of TWO common stock for $10.70 per share in cash. In addition to the per share cash consideration, the unsolicited proposal provides for the payment of the $25.4 million termination fee that TWO would be required to pay to UWM Holdings Corporation ("UWMC") (NYSE:UWMC) to terminate TWO's previously announced merger agreement with UWMC. Consistent with its duties and following consultation with its financial advisors and outside legal counsel, the ad hoc committee of the Board (the "Committee") has determined in good faith that the unsolicited proposal could reasonably be expected to lead to a "Company Superior Proposal" as defined in the UWMC merger agreement.

The Committee has not made a determination as to whether the unsolicited proposal is superior to the UWMC transaction. TWO will engage further, including with respect to definitive documentation, to determine if a proposal that constitutes a "Company Superior Proposal" as defined in the UWMC merger agreement, can be reached. If the Committee ultimately determines such a "Company Superior Proposal" has been received, UWMC will have three business days after such determination to negotiate with TWO and to propose any revisions to the UWMC transaction.

There can be no assurance that the Committee will conclude that the transaction in the unsolicited proposal is superior to the UWMC transaction or that any definitive agreement or transaction will result from discussions related to the unsolicited proposal.

The UWMC merger agreement remains in effect, and the Board continues to recommend in favor of the UWMC transaction and has not withdrawn or modified its recommendation. TWO's previously announced Special Meeting of Stockholders in connection with the UWMC transaction remains scheduled for March 24, 2026.

Houlihan Lokey Capital, Inc. is serving as financial advisor to TWO and Jones Day is serving as outside legal counsel.