Editor's Note: This story was updated on May 20, 2026, to include a statement from UWMC and a litigation update on the Assad vs. Two Harbors Investment Corp lawsuit.
Two Harbors, an MSR-focused REIT, adjourned its special meeting of stockholders Tuesday, May 19, giving the company more time to solicit additional proxies in favor of its pending acquisition by CrossCountry Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage.
The meeting is now scheduled to reconvene virtually on May 28, 2026, at 10 a.m. Eastern Time. Stockholders who already voted in favor of the CrossCountry transaction do not need to take further action, according to the company.
The delay comes as Two Harbors remains at the center of a heated public bidding war between CrossCountry Mortgage and UWM Holdings Corp., the parent company of United Wholesale Mortgage (UWM). The fight began after UWM agreed in December to acquire Two Harbors in an all-stock transaction valued at approximately $1.3 billion, only for Two Harbors to later terminate that agreement after CrossCountry emerged with a $10.80-per-share all-cash deal.
It also follows a shareholder lawsuit filed against Two Harbors and members of its board, alleging the company’s proxy materials misled investors ahead of the vote on the CrossCountry deal. The complaint, filed by Two Harbors stockholder George Assad, seeks emergency injunctive relief to stop the shareholder vote and block consummation of the CrossCountry merger unless the company issues corrective disclosures.
The lawsuit claims Two Harbors’ proxy materials omitted or mischaracterized information material to stockholders, including allegations of management entrenchment, the board’s alleged refusal to engage with UWM, the economic impact of increasing the termination fee payable to CrossCountry, and the comparative treatment of management compensation under the competing proposals.
The complaint also points to public comments from UWM CEO Mat Ishbia, who alleged that Two Harbors’ management and board shifted away from UWM after realizing UWM did not see the same value in retaining the company’s leadership team after closing. Two Harbors has continued to reject UWM’s characterization of the deal process and has maintained that the CrossCountry transaction is in the best interests of stockholders.
“It should come as no surprise that Two Harbors has failed to receive stockholder support to move forward with the inferior CCM transaction," said a UWMC spokesperson. "TWO should listen to its stockholders and engage with UWMC, which we believe is the only path to maximizing value for TWO stockholders. UWMC urges stockholders to continue to vote AGAINST the inferior CCM merger. UWMC stands ready to engage and move expeditiously towards a transaction that can deliver superior value to TWO stockholders.”
UWM has been pushing stockholders to reject the CrossCountry deal, arguing its latest proposal offers greater value. The company raised its offer to $12.50 per share for stockholders who elect to receive cash, compared with CrossCountry’s $12-per-share all-cash bid. UWM has also emphasized the flexibility of its proposal, which includes a cash election, stock, or a mix of both.
Two Harbors’ board, however, continues to unanimously recommend that stockholders vote in favor of the CrossCountry transaction, citing the certainty of an all-cash deal and concerns over UWM’s structure. The board has rejected UWM’s latest proposal and has continued to urge stockholders to support the CrossCountry merger.
The fight grew more complicated after Institutional Shareholder Services recommended that Two Harbors stockholders vote against the CrossCountry merger, adding pressure ahead of the originally scheduled May 19 vote. UWM seized on the ISS recommendation as support for its argument that stockholders should not approve the CrossCountry transaction without further engagement from the board.
The lawsuit raises a similar question from a different angle: whether Two Harbors stockholders had enough information to evaluate the board’s recommendation before voting on the CrossCountry deal.
The complaint alleges stockholders were being asked to approve a $12-per-share cash transaction even though UWM had publicly offered $12.50 per share for stockholders electing cash, with no cap or proration.
In one of the complaint’s sharpest passages, the plaintiff argues: “A reasonable stockholder asked to approve a cash-out at $12.00 per share, when a fully financed alternative offers $12.50 with no cap or proration on the cash election, is entitled to know whether the Board’s recommendation reflects independent judgment about stockholder value or instead reflects the directors’ and officers’ personal interest in a transaction structure that pays them out and lets them go.”
CrossCountry, meanwhile, has tried to hold the board-backed deal together by emphasizing certainty and improving its own offer. After raising its bid to $11.30 per share, CrossCountry later increased the offer to $12 per share, matching the headline value of UWM’s earlier bid while keeping the transaction all cash. CrossCountry also later added a pro-rated dividend sweetener, a move UWM criticized as “smoke and mirrors” in another round of public sparring.
The lawsuit filed by Assad follows a similar shareholder complaint brought by plaintiff Michael Koblentz against Two Harbors, alleging the company’s proxy materials misled investors ahead of the vote on the CrossCountry deal.
However, on the day of the special meeting, the Court ruled in favor of TWO, finding that the plaintiff failed to show a likelihood of success on the merits sufficient to justify a restraining order. The Court dismissed as moot the plaintiff's motion for a preliminary injunction to enjoin the stockholder vote, finding that the plaintiff failed to adequately allege that TWO's proxy disclosures were materially misleading and that the Proxy Statement's disclosures sufficiently described the sale process.
The deal fight underscores the strategic value of mortgage servicing rights in today’s market. For lenders, MSRs offer recurring revenue, servicing scale, and a hedge against origination volatility. For both UWM and CrossCountry, acquiring Two Harbors would mean gaining control of a significant MSR portfolio and the servicing infrastructure attached to it.
For now, the outcome remains unresolved. Two Harbors is asking stockholders for more time and more votes. UWM is still arguing shareholders deserve a better deal. CrossCountry remains the board-backed buyer.
