Item 1.01 Entry into a Material Definitive Agreement.

On December 17, 2025, Two Harbors Investment Corp., a Maryland corporation ("Two Harbors"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Two Harbors, UWM Holdings Corporation, a Delaware corporation ("UWM"), and UWM Acquisitions 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of UWM ("Merger Sub"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with the provisions of the Delaware Limited Liability Company Act and the Maryland General Corporation Law, Two Harbors will merge with and into Merger Sub (the "Merger") with Merger Sub surviving the Merger and continuing as a wholly owned subsidiary of UWM.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Two Harbors common stock, par value $0.01 per share (the "Two Harbors Common Stock"), will be converted into the right to receive 2.3328 shares (the "Exchange Ratio") of newly issued UWM Class A common stock, par value $0.0001 per share (the "UWM Common Stock"), and cash payable in lieu of fractional shares (collectively, the "Common Merger Consideration"), without interest and subject to any applicable withholding taxes, which represents an equity value of $1.3 billion.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, (A) each outstanding share of Two Harbors 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, will be automatically converted into the right to receive one share of UWM Series A Preferred Stock, par value $0.0001 per share (the "UWM Preferred Series A Stock"); (B) each outstanding share of Two Harbors 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, will be automatically converted into the right to receive one share of UWM Series B Preferred Stock, par value $0.0001 per share (the "UWM Preferred Series B Stock"); and (C) each outstanding share of Two Harbors 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, will be automatically converted into the right to receive one share of UWM Series C Preferred Stock (together with the UWM Preferred Series A Stock and the UWM Preferred Series B Stock, the "UWM Preferred Stock"). Collectively, the UWM Preferred Stock and UWM Common Stock are herein referred to as the "UWM Stock."

Under the terms of the Merger Agreement, the completion of the Merger is subject to certain customary closing conditions, including: (i) the adoption of the Merger Agreement by the affirmative vote of the holders of the outstanding shares of Two Harbors Common Stock (the "Two Harbors Stockholders") entitled to cast a majority of all the votes entitled to be cast at the meeting of the Two Harbors Stockholders to consider the approval of the Merger and the other transactions contemplated by the Merger Agreement (the "Two Harbors Stockholders Meeting"); (ii) the accuracy of the parties' respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (iii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects; (iv) the expiration or termination of the applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other specified regulatory consents or clearances; (v) the absence of any law or order prohibiting or enjoining the consummation of the Merger or that would have certain other effects; (vi) the effectiveness of a registration statement of UWM relating to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the issuance of UWM Stock in connection with the Merger; (vii) the shares of UWM Stock to be issued in the Merger being approved for listing on the NYSE, subject to official notice of issuance; and (viii) the absence of a material adverse effect with respect to Two Harbors or UWM on or after the date of the Merger Agreement that is continuing. Two Harbors' obligation to consummate the Merger is also subject to the receipt by Two Harbors of an opinion of counsel to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). UWM's obligation to consummate the Merger is also subject to the receipt by UWM of an opinion of counsel to the effect that (i) the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and (ii) Two Harbors has been organized and operated in conformity with the requirements for qualification and taxation as a REIT.

The Board of Directors of UWM (the "UWM Board") has unanimously approved the Merger Agreement and the transactions contemplated thereby. The Merger Agreement and the consummation of the transactions contemplated thereby have been unanimously approved by Two Harbors' Board of Directors (the "Two Harbors Board"), and the Two Harbors Board has resolved to recommend that the Two Harbors Stockholders approve the Merger and the other transactions contemplated by the Merger Agreement.

The Merger Agreement provides that, at the Effective Time, each restricted stock unit in respect of shares of Two Harbors Common Stock granted by Two Harbors with time-based vesting requirements (each, a "Two Harbors RSU") that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically and without any action on the part of the holder thereof be cancelled and converted into only the right to receive the Common Merger Consideration with respect to each share of Two Harbors Common Stock subject to such Two Harbors RSU immediately prior to the Effective Time (without interest and less applicable withholdings) as soon as reasonably practicable (but no later than fifteen calendar days) after the Effective Time.