UWM Holdings Corp. (UWM) raised its unsolicited offer to acquire Two Harbors Investment Corp. on Monday, proposing $12.50 per share in cash or 2.3328 shares of UWMC stock as it seeks to derail a pending merger with CrossCountry Mortgage (CCM).

In an open letter to Two Harbors stockholders, UWM said it will submit a revised proposal to the Two Harbors board that increases the cash component from $12 to $12.50 per share, with no cap or proration. Investors could alternatively choose stock consideration at a fixed exchange ratio of 2.3328 UWMC shares per Two Harbors share. The competing CCM agreement values Two Harbors at $12 per share, all cash.

In its letter, UWM said it previously proposed cash elections of $11.30, $12 and now $12.50 per share, while maintaining a stock option, without meaningful response from Two Harbors’ directors.

UWM also argued that its deal structure reduces and defers some management compensation at Two Harbors, which it says allows more value to flow to stockholders. By contrast, UWM said, the CCM deal structure would trigger roughly $35 million of immediate cash payouts to Two Harbors management at closing.

“The board has a duty to maximize value for stockholders, not to choose a path that puts more in the pockets of management,” UWM wrote in the letter.

Pontiac, Michigan-based UWM has made fiduciary duty a central theme, arguing that the Two Harbors board should run a process that surfaces the highest available price rather than preserving the CCM deal. Two Harbors’ board has previously said UWM’s proposals were not reasonably likely to lead to a superior transaction under its merger agreement with CCM, according to UWM.

Two Harbors, a New York-based mortgage REIT that invests primarily in agency residential mortgage-backed securities (RMBS) and mortgage servicing rights, is scheduled to hold a special stockholder meeting on May 19, 2026, to vote on the CCM transaction. UWM is soliciting proxies to oppose that deal and push the board to negotiate with them instead.

UWM said it could close a transaction about two months after signing, citing its national regulatory relationships and active mortgage licenses in all 50 states.

CCM and Two Harbors said the Hart-Scott-Rodino antitrust review has been completed on their deal, and all required state mortgage licensing filings have been submitted, with 35 of 53 approvals obtained. The companies expect the transaction to close in the third quarter of 2026, subject to customary closing conditions, including approval by Two Harbors stockholders.

The negotiations with CrossCountry Intermediate Holdco, an affiliate of CCM, include $3.4 billion of committed financing: a $2 billion secured facility and a $1.4 billion unsecured commitment from Citi. UWM said it’s supported by a committed, unsecured $1.3 billion bridge facility from Mizuho Bank Ltd.