425: UWM CEO Welcomes Two Harbors Team Post-Merger Announcement

UWM Holdings Corporation's CEO, Mat Ishbia, sent an email to Two Harbors Investment Corp. employees expressing excitement about the recently announced merger and future integration.

Summary

• UWM Holdings Corporation's President and CEO, Mat Ishbia, communicated directly with Two Harbors Investment Corp. employees regarding the proposed transaction.
• The communication, dated December 18, 2025, expressed excitement about the merger and the prospect of Two Harbors employees joining the UWM family.
• Management acknowledged the opportunities, excitement, and potential questions arising from the transaction.
• UWM leadership conveyed deep respect for the work, business, and people of Two Harbors.
• Future plans include getting to know each other, understanding operations, and moving forward as one team.
• The proposed transaction involves the issuance of UWM common stock and preferred stock.
• UWM will file a Registration Statement on Form S-4 with the SEC, which will include a proxy statement/prospectus for Two Harbors stockholders.
• Stockholder approval from Two Harbors is required for the transaction to be completed.

Sentiment

Score: 8

Explanation: The communication is highly positive and welcoming, expressing excitement and respect for the acquired company's employees. It focuses on future opportunities and synergy, typical of a merger announcement aimed at internal stakeholders.

Positives

• UWM management expressed excitement and deep respect for Two Harbors' employees and business.
• The transaction is viewed as a "meaningful moment" with "opportunity" for all involved.
• Commitment to future integration and working together as "one team."
• The proposed transaction aims to bring together two companies, potentially creating synergies and future opportunities.

Risks

• Uncertainty regarding the expected timing and likelihood of completing the proposed transaction.
• Challenges in successfully integrating the businesses of Two Harbors and UWM.
• Possibility of an event, change, or circumstance leading to the termination of the proposed transaction.
• Potential failure to receive required approvals, including stockholder approval from Two Harbors, on a timely basis or at all.
• Risk of not satisfying other conditions necessary for the consummation of the proposed transaction.
• Risks related to the value of the UWM securities (common and preferred stock) to be issued in the transaction.
• Disruption of management's attention from ongoing business operations due to the proposed transaction.
• Potential adverse effects on the market price of common stock for both UWM and Two Harbors following announcements related to the transaction.
• Risk that the proposed transaction could adversely affect the ability of both companies to retain and hire key personnel.
• Potential adverse effects on the operating results and businesses of Two Harbors and UWM generally.
• Outcome of any legal proceedings relating to the proposed transaction, including potential stockholder litigation.
• Restrictions during the pendency of the proposed transaction that may impact Two Harbors or UWM's ability to pursue certain business opportunities or strategic transactions.
• Adverse effects from broader economic, business, or competitive factors.
• Changes in future loan production, availability of suitable investment opportunities, interest rates, the yield curve, and prepayment rates.
• Availability and terms of financing, general economic conditions, and market conditions, particularly in the market for mortgage-related investments.
• Legislative and regulatory changes that could adversely affect the business of either company.

Future Outlook

The future outlook for the combined entity includes leveraging benefits and synergies from the proposed transaction, integrating operations, and pursuing future opportunities as one unified team. The transaction is expected to involve the issuance of UWM common and preferred stock, subject to various closing conditions and stockholder approval.

Management Comments

• "I wanted to personally reach out to say how excited we are about the transaction announced yesterday and the prospect of having you join the UWM family."
• "Bringing our two companies together would be a meaningful moment for all of us."
• "It comes with opportunity, excitement and plenty of questions and we understand that."
• "What I want you to know from the start is that we have deep respect for the work you do, the business you’ve built and all of you, the people who make it run every day."
• "There will be time ahead to get to know one another better, understand how each organization operates and figure out how we move forward together in the best possible way."
• "My leadership team and I look forward to meeting everyone in person soon and growing our business together as one team."
• "Thank you for everything you do!"

Industry Context

This proposed merger between Two Harbors Investment Corp. and UWM Holdings Corporation signifies a consolidation within the mortgage and real estate investment trust (REIT) sectors. Such transactions often aim to achieve economies of scale, expand market reach, diversify portfolios, or enhance operational efficiencies in a dynamic interest rate and housing market environment. The communication emphasizes integration and synergy, common drivers for mergers in mature or consolidating industries.

Legal Proceedings

• The outcome of any legal proceedings relating to the proposed transaction, including stockholder litigation, is a potential risk.

Stakeholder Impact

• Employees (Two Harbors): Will join the UWM family, with UWM expressing deep respect for their work and commitment to future integration. Potential for new opportunities but also questions and uncertainty during the transition.
• Stockholders (Two Harbors): Their approval is required for the transaction. The value of UWM securities to be issued is a risk factor.
• Stockholders (UWM): Potential impact on market price of common stock.
• Management (Both Companies): Attention may be disrupted due to the transaction.

Next Steps

• UWM will file a Registration Statement on Form S-4 with the SEC, which will include a preliminary proxy statement of Two Harbors and a prospectus of UWM.
• The proposed transaction will be submitted to the stockholders of Two Harbors for their approval.
• Two Harbors and UWM may file other documents with the SEC regarding the proposed transaction.
• UWM leadership team plans to meet Two Harbors employees in person.
• Time will be taken to get to know one another better, understand how each organization operates, and determine the best way to move forward together.

Key Dates

Keywords

Two Harbors Investment Corp., UWM Holdings Corporation, Merger, Acquisition, SEC Filing, Corporate Transaction, Mortgage Industry, Investment, Real Estate, Financial Services, Form 425, Stockholder Approval, Integration