UWMC Announces Strategic Acquisition of TWO (Form 8-K)

UWMC Announces Strategic Acquisition of TWO

Transaction will extend UWM's leading industry positioning by expanding its servicing portfolio and capabilities, creating an even more profitable and resilient business

PONTIAC AND NEW YORK, December 17, 2025 - UWM Holdings Corporation ("UWMC") (NYSE: UWMC), the publicly traded indirect parent of United Wholesale Mortgage ("UWM"), the #1 overall mortgage lender in America, and Two Harbors Investment Corp. ("TWO") (NYSE: TWO), an MSR-focused REIT and one of the largest servicers of conventional mortgages in the country through its wholly-owned subsidiary RoundPoint Mortgage Servicing LLC ("RoundPoint"), today announced that they have entered into a definitive merger agreement pursuant to which UWM will acquire TWO in an all-stock transaction for $1.3 billion in equity value, based on a fixed exchange ratio of 2.3328x.

This is a forward-looking strategic move that strengthens UWM's long-term vision and is expected to unlock substantial opportunities for increased profitability and cash flow, a stronger balance sheet, streamlined operations and elevated client success. The transaction represents a powerful alignment of two highly-complementary organizations - positioning the combined company for accelerated growth and enhanced outcomes for UWM, brokers, consumers and stockholders.

This transaction is expected to provide UWM with (i) expanded servicing expertise and scale as it continues to expeditiously bring servicing in-house, (ii) a high-quality $176 billion UPB MSR portfolio, nearly doubling its existing MSR portfolio to approximately $400 billion, which will create significant recurring revenues, and (iii) the opportunity for approximately $150 million of cost and revenue synergies on an annual basis to help drive meaningful earnings accretion. UWM's strong pro forma cash flow coupled with a strengthened balance sheet is expected to allow UWM to continue investing in growth while also rewarding stockholders at both companies with continued dividends. The combined company will also be able to leverage TWO's proven capital markets expertise and UWM's scale to create further efficiencies around financing, hedging and secondary markets.

"This transaction is a true win for both stockholders and our mortgage broker partners, which is why it makes so much sense," said Mat Ishbia, Chairman, President and CEO of UWM. "The timing of doubling our servicing book as we bring servicing in-house is the perfect alignment, allowing us to deliver meaningful upside to stockholders and leverage increased cash flow to invest deeper into the broker network."

The companies' shared values around culture and complementary strengths make the alignment both natural and strategic. TWO's specialized expertise in mortgage servicing will enhance UWM's ability to expedite the growth of its servicing portfolio, deliver long-term value for stockholders and provide more opportunities to UWM's mortgage broker network through leads, driving more consumers to work with a mortgage broker.

"Scale has become more important than ever in the mortgage industry. We are very excited to partner with the largest mortgage lender in the country, bringing our expertise in MSR investing and servicing through the RoundPoint platform," said Bill Greenberg, TWO's President and Chief Executive Officer.

The transaction underscores the shared commitment of both companies to drive innovation, modernize financial services, and empower mortgage brokers and their consumers with smarter, more efficient mortgage solutions.

Anticipated Benefits to UWM and TWO from the Transaction

Terms of the Transaction

Under the terms of the agreement, TWO stockholders will receive a fixed exchange ratio of 2.3328 shares of UWMC Class A Common Stock for each share of TWO common stock. This represents an $11.94 per share value based on UWMC's closing price as of December 16, 2025, and a premium of 21% the volume weighted average price (VWAP) of TWO's common stock for the 30 days ending December 16, 2025. Upon completion of the transaction, UWM shareholders will own approximately 87% of the combined company on a pro forma fully diluted basis, while TWO shareholders will own approximately 13%. The all-stock transaction is intended to be tax-free to TWO's stockholders. The Board of the combined company is expected to expand to eleven directors through the addition of one additional director designated by TWO.

Approvals

The transaction has been unanimously approved by the Boards of Directors of both UWMC and TWO. The transaction is expected to close in the second quarter of 2026, subject to approval of TWO's stockholders and the satisfaction of other closing conditions, including customary regulatory approvals.

Advisors

BofA Securities and Greenhill, a Mizuho affiliate, are acting as financial advisors to UWMC. Greenberg Traurig, P.A. is acting as legal counsel to UWMC. Houlihan Lokey is acting as financial advisor and Jones Day is acting as legal counsel to TWO.

Additional Resources

UWMC has posted presentation materials regarding the transaction to its website under the investor relations section.

About UWM Holdings Corporation and United Wholesale Mortgage

Headquartered in Pontiac, Michigan, UWM Holding Corporation ("UWMC") is the publicly traded indirect parent of United Wholesale Mortgage, LLC ("UWM"). UWM is the nation's largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 10 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.

About TWO

Two Harbors Investment Corp., or TWO, a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities, and other financial assets. TWO is headquartered in St. Louis Park, MN.

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