Two Harbors (TWO) Q1 2026 Earnings Transcript

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Date

Wednesday, April 29, 2026 astatine 9 a.m. ET

Call participants

• President and Chief Executive Officer — William Greenberg

• Chief Investment Officer — Nicholas Letica

• Chief Financial Officer — William Dellal

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Full Conference Call Transcript

William Greenberg: Thank you, Maggie. Good morning, everyone, and invited to our archetypal 4th net call. I would similar to statesman by addressing the caller developments regarding the merger plans that we initially disclosed past December. As we described successful item successful our proxy statement, successful March, we received an unsolicited all-cash connection from CrossCountry Mortgage. After cautious information and successful coordination with our fiscal and ineligible advisers, our Board unanimously determined that the CrossCountry connection was superior and successful the champion involvement of shareholders. And connected March 27, 2026, we executed a caller merger statement with CrossCountry, pursuant to which CrossCountry agreed to get Two Harbors for $10.80 per stock successful cash.

In transportation with entering into this agreement, we terminated the anterior merger statement with UWM. Yesterday, we announced that we signed an amendment to the caller merger statement with CCM. Under the presumption of the amended agreement, CCM volition summation the per stock currency information payable to Two Harbors' stockholders to $11.30 per share, an summation from $10.80 per stock nether the archetypal merger agreement. The amended statement follows our Board's thorough valuation of an unsolicited competing connection received connected April 20, 2026, from UWMC.

After consulting with our fiscal and ineligible advisers, including assessments of the competing proposal's terms, projected financing, regulatory path, woody certainty, and different factors, the TWO Board determined that the CCM transaction arsenic amended, continues to beryllium successful the champion interests of TWO and its stockholders. The concern operation with CCM pairs the country's starring retail originator with RoundPoint's best-in-class servicing platform, creating a afloat integrated owe company. We are assured that this merger is successful the champion involvement of shareholders, allowing them to person the certainty of currency and reinvest the proceeds successful a mode that champion suits them. The transaction is expected to adjacent successful the 2nd fractional of 2026 and is not taxable to immoderate financing condition.

Prior to closing, we mean to proceed paying regular quarterly dividends, but not stub dividends, accordant with past practice. We volition clasp a peculiar gathering to o.k. the CrossCountry merger connected May 19 astatine 10:00 a.m. Eastern Time. If you person already submitted your ballot successful favour of the CCM merger, your ballot remains valid. If you person not yet voted oregon if you antecedently voted lone connected the terminated UWM transaction, delight taxable your ballot arsenic soon arsenic possible. Your ballot is precise important. Our Board unanimously recommends that each shareholders ballot successful favour of the transaction with CrossCountry. Now let's crook to our quarterly results arsenic summarized connected Slide 3.