UWM Raises Two Harbors Bid To $12.50 Per Share In Latest Escalation Of Bidding War – NMP Skip to main content

UWM Raises Two Harbors Bid To $12.50 Per Share In Latest Escalation Of Bidding War

May 11, 2026
UWM Raises Two Harbors Bid
Managing Editor

Latest proposal increases cash consideration above CrossCountry’s pending $12 all-cash deal while preserving UWMC stock option ahead of May 19 shareholder vote

UWM Holdings Corporation has again escalated its takeover battle for Two Harbors Investment Corp., announcing Monday that it plans to revise its proposal to offer Two Harbors shareholders $12.50 per share in cash for those who elect cash consideration. 

The revised proposal raises UWM’s competing headline value above CrossCountry Mortgage’s pending $12-per-share all-cash agreement while maintaining the hybrid structure that allows shareholders to choose either cash or UWMC stock. 

According to UWM’s announcement, the updated offer would allow Two Harbors shareholders to elect either:

  • $12.50 per share in cash, or
  • 2.3328 shares of UWMC Class A common stock per share of Two Harbors stock.

UWM said the cash election would remain available “with no cap or proration,” continuing one of the company’s central arguments as it pushes shareholders to reconsider the pending CrossCountry deal.

The announcement comes just days after CrossCountry raised its own bid to $12 per share in cash and after the Two Harbors board again reaffirmed its recommendation in favor of the CrossCountry transaction, citing financing certainty and execution risk concerns surrounding UWM’s proposal.

UWM Presses Two Harbors Board To Engage

In an open letter released Monday, UWM sharply criticized the Two Harbors board for refusing to engage directly with the company despite multiple revised proposals.

“Your Board could have engaged with UWMC to determine if more value could be realized for TWO stockholders,” the company wrote, arguing that Two Harbors continued to support the CrossCountry merger agreement rather than negotiate with UWM.

UWM said it remains open to further modifying deal terms — including potentially adding a reverse termination fee or adjusting the election structure — but argued that meaningful revisions would require direct negotiations with the Two Harbors board. The company again urged shareholders to vote against the CrossCountry merger at the scheduled May 19 special meeting.

Beyond the escalating bids themselves, the fight highlights the growing strategic importance of mortgage servicing rights in a higher-rate mortgage market. Two Harbors owns RoundPoint Mortgage Servicing, the platform tied to its MSR business, making the company a valuable asset for lenders seeking recurring servicing income and additional scale beyond loan originations.

The battle has also renewed broader industry scrutiny around MSR valuations, balance-sheet leverage, and the sustainability of aggressive pricing competition across the wholesale channel.

That scrutiny intensified after banking analyst Christopher Whalen published a commentary on The Institutional Risk Analyst drawing comparisons between current nonbank mortgage competition and pre-2008 market dynamics. In the piece, Whalen described UWM as “Exhibit A” for potential stress in the sector, arguing that aggressive pricing competition, elevated MSR valuations, and shrinking gain-on-sale margins are putting increasing pressure on the broader mortgage market.

MSR Economics Continue Driving Deal Fight

The takeover fight began in December 2025, when Two Harbors agreed to an all-stock merger with UWM using the same 2.3328 stock exchange ratio that remains part of UWM’s revised hybrid proposal. But in March, Two Harbors terminated that agreement after CrossCountry emerged with a superior $10.80-per-share all-cash bid and agreed to pay UWM’s $25.4 million termination fee. 

Since then, both companies have repeatedly raised their offers.

UWM vs. CrossCountry: Two Harbors Acquisition Timeline

Updated: May 11, 2026

 

UWM Bid
$12.50
Non-Binding — Cash Or Stock
CrossCountry Bid
$12.00
All-Cash — Board-Recommended

Shareholder Vote: May 19, 2026

Two Harbors Investment Corp. (TWO) is the subject of a competing acquisition battle between UWM Holdings and CrossCountry Mortgage. UWM agreed to acquire Two Harbors in an all-stock deal in December 2025. CrossCountry entered with an unsolicited cash bid in March 2026, which the Two Harbors board deemed superior. After CrossCountry matched UWM’s $12/share bid on May 8, UWM raised again to $12.50/share on May 11 — going directly to shareholders with no cap or proration on the cash election. The Two Harbors board continues to back the CrossCountry deal, citing deal certainty and regulatory progress. CrossCountry holds a signed, board-recommended agreement with roughly half of its 53 regulatory approvals secured and a target close of August 2026. A shareholder lawsuit challenging the CrossCountry deal remains pending. The shareholder vote is scheduled for May 19, 2026.

Dec172025

UWM

UWM Agrees To Acquire Two Harbors In $1.3B All-Stock Deal

UWM Holdings announced an agreement to acquire Two Harbors Investment Corp. in an all-stock transaction valued at approximately $1.3 billion. The deal was framed around long-term borrower retention, with UWM positioning the acquisition as a way to own the mortgage servicing infrastructure behind its loan volume. Read the full story.

Mar172026

Two Harbors Board

Two Harbors Delays Shareholder Vote, Seeks More Proxy Support

Two Harbors postponed its scheduled shareholder vote on the UWM merger, citing insufficient proxy support to ensure passage. The delay signaled early cracks in confidence around the original deal. Read the full story.

Mar202026

CrossCountry

Unsolicited Bid Surfaces, Puts $25.4M Breakup Fee In Play

CrossCountry Mortgage submitted an unsolicited competing bid for Two Harbors, immediately activating the $25.4 million breakup fee embedded in the UWM merger agreement. The move put the original deal at risk and opened the door to a full bidding contest. Read the full story.

Mar242026

Two Harbors Board

Board Deems CrossCountry Offer A "Superior Proposal"

The Two Harbors board formally determined that CrossCountry’s offer constituted a “Superior Proposal” under the terms of the UWM merger agreement. This triggered a contractual negotiation window giving UWM the right to revise its bid before the board could legally switch its recommendation. Read the full story.

Mar272026

CrossCountry

CrossCountry Closes At $10.80/Share — UWM Deal Terminated

Two Harbors terminated its merger agreement with UWM and signed a new deal with CrossCountry Mortgage at $10.80 per share in cash. The $25.4 million breakup fee was triggered and paid to UWM. CrossCountry’s all-cash offer carried board recommendation and a signed merger agreement. Read the full story.

Legal

Shareholder Sues Two Harbors Over CrossCountry Sale

A Two Harbors shareholder filed suit challenging the proposed CrossCountry acquisition, alleging the board failed in its fiduciary duty to maximize shareholder value. The lawsuit added legal complexity to a deal already facing intense scrutiny from the competing UWM interest. Read the full story.

Apr282026

CrossCountry

CrossCountry Raises Bid To $11.30/Share In Amended Deal

CrossCountry amended its merger agreement with Two Harbors, increasing the per-share cash price to $11.30. The move came amid growing pressure from UWM’s continued pursuit of the company and was intended to reinforce shareholder support ahead of the scheduled vote. Read the full story.

Apr302026

UWM

UWM Takes Fight Directly To Shareholders With $12/Share Bid

UWM bypassed the Two Harbors board entirely and went public with a $12.00 per share offer addressed directly to shareholders. The bid — non-binding and structured as cash or stock — was framed as a clear alternative to the CrossCountry deal, which was then priced at $11.30. UWM noted that its default stock consideration was worth approximately $8.26 per share based on May 4 prices. Read the full story.

May32026

Two Harbors Board

Two Harbors Board Reaffirms CrossCountry Deal Over UWM’s $12 Bid

Despite UWM’s $12 per share offer, the Two Harbors board stood by its recommendation of the CrossCountry deal. The board cited regulatory certainty, deal structure, and CrossCountry’s all-cash terms as reasons to favor the signed agreement over UWM’s non-binding proposal. Read the full story.

May42026

UWM

UWM Calls Two Harbors’ Analysis “Illogical” — Fight Deepens

UWM fired back at the Two Harbors board’s defense of the CrossCountry deal, publicly calling the board’s financial analysis “illogical.” The escalating rhetoric signaled that UWM intended to keep pressure on shareholders directly rather than accept the board’s recommendation and stand down. Read the full story.

May52026

CrossCountry

CrossCountry Responds To UWM, Reasserts Two Harbors Deal

CrossCountry issued a public response to UWM’s attacks, defending its $11.30 all-cash offer and reaffirming confidence in completing the acquisition. CrossCountry emphasized regulatory progress and the certainty of its signed, board-recommended merger agreement versus UWM’s non-binding proposal. Read the full story.

May82026

CrossCountry

CrossCountry Raises Two Harbors Bid To $12/Share, Matching UWM Offer

CrossCountry Mortgage amended its merger agreement to increase its offer to $12.00 per share in cash — matching UWM’s non-binding bid dollar for dollar. The move leaves CrossCountry with the structural advantages: an all-cash offer, a signed board-recommended agreement, and roughly half of the required 53 regulatory approvals already secured, with a target close date of August 2026. With the shareholder vote set for May 19, CrossCountry is betting price parity combined with deal certainty tips the outcome in its favor. Read the full story.

May112026

UWM

UWM Raises Two Harbors Bid To $12.50 Per Share In Latest Escalation Of Bidding War Latest

Just days after CrossCountry matched its $12.00 offer, UWM raised its bid to $12.50 per share — a 50-cent increase announced before markets opened on Monday, May 11. Shareholders may elect either $12.50 in cash or 2.3328 shares of UWMC stock per Two Harbors share, with no cap or proration on the cash option. UWM also released an open letter sharply criticizing the Two Harbors board for refusing to engage directly with the company despite multiple revised proposals. The announcement comes eight days before the scheduled May 19 shareholder vote. Two Harbors stock was trading above both offers at the time of the announcement, reflecting ongoing deal speculation. The board has not yet responded to the revised proposal. Read the full story.

Key Numbers

13 Timeline Events
$12.50 UWM High Bid (Cash)
$25.4M Breakup Fee Paid To UWM
53 Regulatory Approvals Required (CCM)
May 19 Shareholder Vote Date
Aug 2026 CCM Target Close
UWM CrossCountry Legal / Shareholder Two Harbors Board

 

The battle has increasingly centered on guaranteed cash consideration versus potential upside tied to UWMC stock performance, as well as financing certainty and closing risk.

Two Harbors’ board has consistently argued that CrossCountry’s signed all-cash agreement offers the clearest path to closing based on financing certainty and execution risk considerations, while UWM has argued shareholders are being denied the opportunity to evaluate what it considers a superior proposal.

The shareholder vote on the CrossCountry transaction remains scheduled for May 19.

About the author
Managing Editor
Czarinna Andres leads editorial coverage for NMP, focusing on the trends, policies, and business strategies shaping today’s mortgage and housing finance landscape. She brings a background in journalism and media, with experience…
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