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Two Harbors Announces UWM Merger, Posts Mixed Q4 Results

Two Harbors Investment Corp. (NYSE: TWO) announced on Monday it has entered into a definitive merger agreement with UWM Holdings Corporation (UWMC). Under the terms of the all-stock transaction, TWO stockholders will receive 2.3328 shares of UWMC Class A Common Stock for each share of TWO common stock. The transaction represents an $11.94 per share value based on closing prices as of mid-December 2025 and is intended to be tax-free for TWO stockholders. The merger is expected to close in the second quarter of 2026, subject to stockholder and regulatory approvals.

Latest Quarterly Results

For the fourth quarter ended Dec. 31, 2025, Two Harbors reported total interest income of $89.9 million, compared to $103.8 million in the same period of 2024, a year-over-year contraction of 13.4%. The company recorded a net loss attributable to common stockholders of $1.325 million, or $0.02 per basic share, compared to a net income of $264.9 million, or $2.54 per share, in the prior-year quarter. Comprehensive income attributable to common stockholders was $50.4 million, or $0.48 per share, compared to a loss of $1.6 million in the fourth quarter of 2024.

Segment Highlights

Agency RMBS: The portfolio consisted of $9.0 billion in settled positions as of Dec. 31, 2025. Agency RMBS pass-through holdings were largely stable, with over 90% of pool holdings in prepayment-protected securities.

Mortgage Servicing Rights (MSR): The MSR portfolio had a fair value of $2.4 billion. The company added $399.1 million in unpaid principal balance (UPB) through flow-sale acquisitions and sold $9.6 billion UPB on a subservicing-retained basis.

RoundPoint Operations: The company funded $93.8 million UPB in loans and brokered $58.5 million UPB in second lien loans. The platform services 854,123 loans.

Full-Year Results Context

For the fiscal year 2025, Two Harbors reported a consolidated net loss of $507.1 million, compared to a net income of $251.7 million in 2024. Annual interest income totaled $411.9 million, down from $450.2 million in the previous year. The company declared total common stock dividends of $1.52 per share for the year. Directional trends for the full year indicate a contraction in net interest income and a shift from annual profitability to a net loss.

Quarterly Financial Trends

Operational restructuring included the deployment of AI-driven speech recognition and transcription in contact centers to increase efficiency. Post-quarter end, the company repaid $261.9 million in UPB of convertible senior notes on their Jan. 15, 2026 maturity date.

M&A and Strategic Moves

The merger with UWMC is expected to double the size of the combined MSR portfolio to approximately $400 billion. TWO preferred stock will be converted into equivalent shares of UWMC preferred stock upon closing. TWO plans to maintain regular quarterly dividends through the merger’s completion.

Portfolio Composition

Guidance & Outlook

Factors to watch include the stockholder approval process for the UWMC merger and the anticipated second-quarter 2026 closing. Regulatory context includes a mandate for Government-Sponsored Enterprises (GSEs) to purchase $200 billion of RMBS to manage mortgage spreads. Industry trends to monitor include home price appreciation, projected at low single digits, and housing turnover, expected to remain approximately 5% higher year-on-year.

Performance Summary

Two Harbors reported a quarterly book value of $11.13 per share. The company recorded a net loss of $1.3 million for the quarter while reporting $50.4 million in comprehensive income. The merger with UWMC is the primary strategic development for the first half of 2026. The MSR portfolio maintains a 60-day delinquency rate of 0.87%.

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