An investor says the board took a lower offer - and UWM keeps raising the price
A Two Harbors investor is asking a federal judge to halt the mortgage REIT's $12-a-share sale to CrossCountry, saying UWM offered more and was brushed off.
The lawsuit was filed on May 13, 2026 in the US District Court for the District of Maryland by stockholder George Assad, who wants the court to pause a May 19 shareholder vote on Two Harbors Investment Corp.'s proposed cash sale to CrossCountry Intermediate Holdco, LLC. The case names Two Harbors and its directors, including chief executive William Greenberg, under federal proxy-disclosure rules.
For mortgage professionals, the stakes are concrete. Two Harbors is a Maryland-incorporated real estate investment trust whose principal asset is a portfolio of mortgage servicing rights held through its subsidiary RoundPoint Mortgage Servicing LLC. Whoever wins this fight ends up with that MSR book - and two active mortgage-industry players are on opposite sides of it.
The backstory, as laid out in the filing: in December 2025, the Two Harbors board unanimously signed an all-stock deal with UWM Holdings Corporation worth roughly $11.94 a share, based on a fixed exchange ratio of 2.3328 UWMC Class A shares for each Two Harbors share. Three months later, on March 27, 2026, the board walked away from that deal and signed a $10.80-a-share cash agreement with CrossCountry instead.
When UWMC came back with higher offers, according to the filing, the board didn't negotiate. It simply let CrossCountry match - first at $11.30, then at $12. Along the way, the board doubled CrossCountry's breakup fee from $25.4 million to $50 million. Combined with a $25.4 million reimbursement obligation, the filing estimates the total cost to any rival bidder at roughly $75.4 million, or about 6.4% of the deal's equity value.
Then things got pointed. On a May 6 earnings call, UWMC chief executive Matthew Ishbia was quoted in the filing as saying "we don't see as much value in their management team" and that Two Harbors leadership was "trying to do anything they can to potentially go with someone else so that they have jobs and sustainability."
Days later, on May 11, UWMC publicly raised its cash election to $12.50 a share, uncapped and not subject to proration, while keeping the same 2.3328 exchange ratio for shareholders who prefer stock. An earlier April 30 UWMC proposal had been backed by a $1.3 billion committed bridge facility from Mizuho Bank, Ltd. In an open letter quoted in the filing, UWMC said the board was protecting "immediate cash payouts for Two Harbors management in the range of $35 million on the date of close."
The filing argues the company's proxy materials left shareholders in the dark on the points that matter most - what happens to management's jobs under each deal, why the breakup fee doubled in exchange for a matching bid, and why the board never countered UWMC. The proxy lists about $14.8 million in golden-parachute payments for Greenberg.
Assad is asking the court to pause the vote, order corrective disclosures, and, if needed, unwind the deal. The allegations have not been tested in court, and no ruling has been issued.
