UWM Holdings lifts its cash offer by $0.50 per share, calling the CrossCountry Mortgage deal "clearly inferior"
UWM Holdings Corporation has escalated its months-long pursuit of Two Harbors Investment Corp. with a revised acquisition proposal submitted May 11, 2026.
The offer gives Two Harbors stockholders the choice of $12.50 per share in cash or 2.3328 shares of UWMC stock, with no cap or proration on the cash option.
The move comes as UWMC urges Two Harbors investors to vote down a competing deal with CrossCountry Mortgage, LLC at a special stockholder meeting scheduled for May 19..
The latest proposal from UWMC, parent company of United Wholesale Mortgage, builds on a protracted back-and-forth that has seen the Two Harbors board repeatedly rebuff UWMC's advances in favor of a transaction with CrossCountry.
Read more: UWM posts second-best Q1 ever
A board accused of sidelining stockholder value
In an open letter sent directly to Two Harbors stockholders, UWMC took aim at the company's board, alleging that its repeated refusal to negotiate in good faith has left investors settling for the bare minimum rather than the best possible outcome.
The letter contends that without UWMC's intervention, Two Harbors stockholders would have been sold the company for as little as $10.80 per share.
UWMC's escalating bids — from $11.30 to $12.00 and now to $12.50 — have each been submitted without meaningful engagement from the Two Harbors board, which instead moved to amend its existing deal with CrossCountry, raising that offer from $11.30 to $12.00 per share, a number UWMC argues is still below what stockholders deserve.
CrossCountry Mortgage has escalated its takeover bid for Two Harbors Investment Corp., raising its all-cash offer to $12.00 per share under an amended merger agreement.https://t.co/bUHsu9sdro
— Mortgage Professional America Magazine (@MPAMagazineUS) May 8, 2026
UWMC has also publicly questioned the motivations behind the board's resistance.
The company alleges the CrossCountry deal structure would deliver immediate cash payouts to Two Harbors management in the range of $35 million upon close, an incentive UWMC argues conflicts directly with the board's fiduciary obligation to stockholders.
By contrast, UWMC says its own structure reduces management compensation and defers a portion of it, freeing up more value to flow to investors.
The mechanics of UWMC's offer
Under the revised UWMC proposal, all Two Harbors stockholders would have the ability to elect to receive $12.50 in cash per share.
Critically, there is no cap or proration mechanism, meaning every stockholder who chooses cash can receive it. Those who prefer equity exposure may instead elect to receive 2.3328 shares of UWMC stock.
The strategic logic for UWMC is clear. The company, headquartered in Pontiac, Michigan, holds active mortgage licenses in all 50 states and maintains strong relationships with federal regulators. It argues those qualities position it for a faster close, approximately two months from deal signing, than many competing acquirers could achieve.
For mortgage brokers and industry professionals, the outcome of the Two Harbors vote carries implications beyond the transaction itself.
UWM has long positioned itself as the preeminent partner for independent mortgage brokers through its wholesale-only model, and any expansion of its balance sheet or operational footprint would likely affect lending capacity and product offerings across the broker community.
UWMC has also filed a preliminary proxy statement with the Securities and Exchange Commission, urging stockholders to vote against the CrossCountry deal, against an advisory proposal approving related executive compensation, and against any motion to adjourn the special meeting.
Background: How we got here
The conflict between UWMC and Two Harbors has been building since early 2026, when UWMC first approached Two Harbors about an acquisition.
Two Harbors — a real estate investment trust that manages a portfolio of mortgage-backed securities and mortgage servicing rights — was already in discussions with CrossCountry Mortgage, a privately held retail lender, over a separate deal.
Two Harbors' board initially signed an agreement with CrossCountry valuing the company at $10.80 per share. UWMC responded with a competing bid of $11.30 per share, arguing it was clearly superior.
Despite UWMC's push, the Two Harbors board declined to engage, instead amending its CrossCountry deal upward to $11.30 to match the headline number.
Read more: Two Harbors board rebuffs sweetened UWM bid, backs CrossCountry deal
UWMC then raised its own cash bid to $12.00 per share — at which point the Two Harbors board again amended the CrossCountry transaction, this time to $12.00.
The pattern prompted UWMC to publicly accuse the board of "doing the bare minimum on the headline cash figure" while refusing to allow any genuine price discovery process.
The latest UWMC offer at $12.50 marks the fourth escalation in what has become one of the most publicly contested mortgage sector acquisitions in recent memory.
UWMC argues that if the board continues to reject its offer, the only path for stockholders to force engagement is to vote against the CrossCountry merger at the May 19 special meeting, which would give the board no choice but to negotiate.
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