The Minnesota-based REIT adjourned its special meeting to May 28, buying time to gather votes while UWM's rival bid looms
Two Harbors Investment Corp. adjourned its special stockholder meeting on Tuesday, pushing the vote on its proposed sale to CrossCountry Mortgage to May 28 after failing to secure sufficient shareholder support for the deal.
Two Harbors, which manages a $176 billion MSR portfolio through its subsidiary RoundPoint Mortgage Servicing LLC, said its board continues to unanimously back the all-cash CrossCountry transaction.
The REIT is urging remaining stockholders to vote in favor of the deal before the reconvened meeting.
Analysts at Keefe, Bruyette & Woods did not mince words in a note issued Tuesday. The firm said the "lack of votes needed suggests that CCM will likely need to raise its bid," pointing to the gap between CrossCountry's $12-per-share offer and UWM Holdings Corporation's competing $12.50-per-share cash proposal.
The reconvened meeting will be held virtually on May 28 at 10:00 a.m. Eastern Time.
Stockholders who already voted in favor of the CrossCountry deal need take no further action, while those who have not yet submitted proxies are being urged to do so promptly.
Read more: UWM makes final push to Two Harbors stockholders ahead of crucial vote
A bidding war months in the making
The adjournment is the latest chapter in one of the most publicly contested corporate fights in recent US mortgage industry history.
The saga dates to December 2025, when Two Harbors and UWM Holdings first announced a definitive all-stock merger valued at approximately $1.3 billion.
That deal would have given UWM shareholders 2.3328 shares of UWMC Class A common stock for each share of TWO stock — a transaction UWM pitched as a platform to nearly double its servicing portfolio and bring mortgage servicing in-house.
That agreement began to unravel early in 2026. Two Harbors postponed its shareholder vote on the UWM merger in March 2026 to gather additional proxy support — a delay that signaled growing turbulence and created an opening for CrossCountry.
On March 27, CrossCountry surfaced with a competing all-cash bid at $10.80 per share, agreeing to absorb the $25.4 million termination fee Two Harbors would owe UWM if it walked away.
The TWO board shifted its recommendation to CrossCountry, terminating the UWM deal.
UWM did not concede. The Pontiac, Michigan-based wholesale giant — the nation's largest wholesale mortgage lender — launched a sustained counter-campaign, dispatching a series of open letters directly to Two Harbors stockholders and filing a preliminary proxy statement with the Securities and Exchange Commission urging shareholders to vote against the CrossCountry deal.
Each time CrossCountry raised its bid — from $10.80 to $11.30 on April 28, then to $12.00 on May 8 — UWM responded by escalating its own proposal, eventually landing at $12.50 per share on May 11 with no cap or proration on the cash election.
Mat Ishbia of United Wholesale Mortgage said the company remains confident in its position as the Two Harbors Investment Corp acquisition process continues and strategic priorities shift toward servicing scale.https://t.co/LZKmtfrc8t
— Mortgage Professional America Magazine (@MPAMagazineUS) May 15, 2026
For its part, Two Harbors has characterized UWM's offer as "illusory, predatory, and unactionable," pointing to questions about UWM's financing structure, its leverage reaching an all-time high of 3.2x, and Fitch's downgrade of UWMC's credit outlook on two separate occasions in recent months.
UWM has forcefully rebutted those claims, accusing the TWO board of making an "illogical distortion" of its fiduciary duties and alleging that CrossCountry's deal structure would deliver executive golden parachutes of approximately $35 million at closing.
All three leading independent proxy advisors — ISS, Glass Lewis, and Egan-Jones — have recommended that stockholders vote against the CrossCountry transaction, concluding the board failed to conduct a value-maximizing process.
Court challenge cleared, vote uncertainty remains
A last-minute legal effort also failed to derail Tuesday's proceedings.
A Two Harbors stockholder, George Assad, filed suit on May 13 in the US District Court for the District of Maryland, seeking a temporary restraining order to halt the May 19 vote on the grounds that the company's proxy statement contained material misstatements and omissions.
The court ruled from the bench in Two Harbors' favor, finding the plaintiff had not demonstrated likelihood of success on the merits.
A related motion for a preliminary injunction was dismissed as moot.
Even with that legal hurdle cleared, it was not enough. The shareholder vote itself did not produce the threshold required to move forward, prompting the adjournment.
For now, the vote is postponed. The next deadline is May 28.
Stay updated with the freshest mortgage news. Get exclusive interviews, breaking news, and industry events in your inbox, and always be the first to know by subscribing to our FREE daily newsletter.
