Two Harbors Postpones Vote On Uwm Merger After Quorum Miss

A special Two Harbors Investment Corp. (TWO) shareholder meeting to vote on its proposed acquisition by United Holding Corp., the parent of United Wholesale Mortgage (UWM), lacked a quorum Monday morning, forcing the company to reschedule the vote for March 24.

“The TWO board of directors determined, and continues to believe, that the proposed transaction is in the best interest of TWO stockholders and unanimously recommends that stockholders support the transaction,” the company stated Monday morning.

A spokesperson for UWM did not immediately respond to HousingWire’s request for comment.

The companies struck an all-stock deal in December. Under the terms of the agreement, Two Harbors stockholders will receive a fixed exchange ratio of 2.3328 shares of UWMC Class A common stock for each share of Two Harbors common stock, valuing the transaction at roughly $1.3 billion.

“With the UWMC share price down about 26% since the deal announcement, it is possible that the acquisition price would need to be increased for the deal to be approved by TWO shareholders,” Bose George and Frankie Labetti, analysts at Keefe, Bruyette & Woods, wrote in a flash note Monday morning.

UWM recently raised its revenue guidance ahead of the vote. In a filing with the Securities and Exchange Commission last week, UWM chairman, president and CEO Mat Ishbia said the company expects total revenue of $800 million to $900 million in the first quarter of 2026 and between $3.5 billion and $4.5 billion for the full year.

In late February, the company had projected first-quarter revenue of $650 million to $850 million. Analysts’ consensus estimates call for $698 million in Q1 revenue and about $3.2 billion for full-year 2026.

UWM shares have declined since the acquisition was announced, closing at $5.12 on Dec. 12 and trading around $3.68 as of Monday morning. Two Harbors shares also slipped during that period, falling from about $10 to $8.99.

BTIG analyst Eric Hagen wrote last week that his firm remains “relatively confident” that Two Harbors shareholders will approve the merger, although recent market volatility has reduced the odds compared with when the deal was first announced.

“Even though UWMC’s stock is confronting volatility right now, we don’t think it detracts from the longer-term vision and motivation from Two’s perspective, which is to merge with a scaled originator in order to more effectively compete on recapture and more optimally manage its prepayment risk,” Hagen wrote.