With the clock running out, UWM urges shareholders to reject CrossCountry's deal and back its $12.50-per-share bid
UWM Holdings Corporation issued a last-minute appeal to Two Harbors Investment Corp. stockholders Monday, urging them to reject CrossCountry Mortgage's proposed merger ahead of a shareholder vote set for 10:00 a.m. ET on Tuesday, May 19.
The nation's largest wholesale mortgage lender is pushing stockholders to back its competing $12.50-per-share offer, with the electronic proxy deadline expiring at midnight.
"It is not too late to change your vote," UWM said in a statement, noting that any stockholder who previously submitted a ballot supporting the CrossCountry deal retains the right to revoke it.
The appeal caps what has become one of the most combative takeover battles in recent mortgage industry history — a months-long contest for control of Two Harbors and its prized servicing platform that has drawn in three independent proxy advisors and produced increasingly sharp exchanges between the two sides.
Read more: CrossCountry Mortgage adds dividend top-up to Two Harbors deal ahead of crucial vote
Proxy advisors align against CrossCountry
All three leading independent proxy advisors — ISS, Glass Lewis, and Egan-Jones — have recommended that Two Harbors stockholders vote against the CrossCountry transaction, concluding the Two Harbors board failed to conduct a value-maximizing process for shareholders.
Glass Lewis was particularly pointed in its assessment of management compensation.
The proxy firm noted that shareholders should question whether the golden parachutes — packages UWM has pegged at approximately $35 million for Two Harbors executives — reflect an alignment with long-term shareholder interests.
UWM also cited Glass Lewis's warning that the scale of executive compensation packages may have distorted the board's judgment on the competing proposals.
For its part, Two Harbors has maintained that CrossCountry's all-cash offer is superior on certainty grounds, pointing to CrossCountry's fully committed financing, a signed board-recommended agreement, and progress already made on the more than 50 state-level regulatory approvals required to transfer mortgage servicing rights.
The board has consistently characterized UWM's proposal as non-binding and lacking a clear regulatory runway.
Ishbia: the board's management team has 'zero value'
The deal's origins help explain the bitterness of the dispute. Speaking to reporters at UWM Live in Pontiac, Michigan last week, UWM president and CEO Mat Ishbia said the relationship soured once due diligence revealed his company had little use for Two Harbors' leadership.
"I originally did a deal, thought I was buying a servicing book along with some expertise in capital markets, along with a servicing platform that was pretty good," Ishbia told Mortgage Professional America. "When we did due diligence, we found out it was just a really great servicing book."
"Their management team didn't like that we had no need for them," Ishbia said. "And so they basically figured out, is there a way they can get out of this and find someone else?"
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
He was blunt about the value of Two Harbors' leadership. "I don't like to say zero value, but zero value," he said. "And they know that, and we told them that, and they didn't like that."
From the outset, Ishbia has maintained that the goal was never to acquire a management team or an operating infrastructure — it was scale. "We already have servicing in-house. It's already here," he said. "This was just to take our 700,000 clients and go up to 1.3 million. That was always just scale because our servicing platform is already the best in the country right now."
The Two Harbors deal, had it closed on original terms, would have represented a meaningful acceleration of UWM's in-house servicing strategy — one it began building out after Rocket Mortgage's acquisition of Mr. Cooper signaled that vertical integration was becoming a competitive priority across the industry.
Bruce Gehrke, senior director of wealth and lending intelligence at JD Power, told Mortgage Professional America at the time of the original deal that the move was about keeping mortgage brokers connected to borrowers long after closing.
"Because why else would they want to do that? You watch them talk about this, and it's like they're looking to make these possibilities available for their customer base, the mortgage broker," he said.
"The brokers out there can still stay in touch with the borrower. I think it's really a strategic beachhead to be able to compete head-to-head with the Rockets of the world."
That strategic logic hasn't changed, Ishbia said — only the path to it.
UWM: financing is committed, deal can close in two months
One of Two Harbors' central objections has been that UWM's proposal lacks financing certainty.
UWM pushed back hard on that characterization in Monday's statement, noting that its committed, unsecured bridge facility from Mizuho Bank contains no financing condition, no ratings triggers, no collateral pools, and no borrowing-base tests.
UWM said Mizuho also removed customary due diligence conditions that Two Harbors had previously flagged.
Ishbia said UWM has strong relationships with national regulators, holds licensure in good standing in all 50 states, and expects to close a transaction within approximately two months of signing an agreement. The Two Harbors board, he noted, had even acknowledged to ISS that a regulatory derailment was unlikely.
Ishbia also addressed whether the contested deal signals a more aggressive M&A posture for UWM going forward: "Not aggressively at all," he said. "We don't need anything. We have a self-sustaining, successful business."
Read more: UWM posts second-best Q1 ever
How the bidding war began
UWM and Two Harbors first announced a definitive all-stock merger in December 2025.
The takeover fight intensified in March 2026 when CrossCountry Mortgage submitted an unsolicited competing bid and absorbed a $25.4 million termination fee on Two Harbors' behalf, prompting the board to shift its recommendation.
CrossCountry subsequently amended its merger agreement on April 28, 2026 to increase the per-share cash consideration to $11.30, up from the original $10.80.
UWM was not finished. After CrossCountry matched UWM's $12-per-share bid on May 8, UWM raised again to $12.50 per share on May 11 — going directly to shareholders with no cap or proration on the cash election.
Shareholders can also elect to receive 2.3328 shares of UWMC stock per Two Harbors share, an option UWM says is unavailable under the CrossCountry deal.
That optionality matters, UWM has argued, because it preserves the ability for stockholders to participate as investors in the combined company if they prefer equity over a fixed cash return.
With the deadline having now arrived, the outcome rests entirely with Two Harbors' stockholders.
UWM stockholders looking to change a previously cast vote may do so online, by phone at (844) 343-2621, or by emailing UWM's proxy solicitor Okapi Partners at [email protected].
Only the last submitted vote will count at the meeting.
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