Two Hbrs Invt Corp SEC Filings

Two Harbors Investment Corp. reports the vesting of a Restricted Stock Award in its common stock. The filing identifies 7,034 shares and lists vesting activity dated 05/14/2026 with a related filing/processing date of 05/15/2026.

Two Harbors Investment Corp. reports proposed sale following the vesting of a Restricted Stock Award on 05/14/2026. The filing shows 4,522 shares of Common Stock associated with the vesting and lists Raymond James as the broker. The transaction is presented on Form 144 for potential resale on the NYSE.

CrossCountry Intermediate Holdco, LLC is soliciting Two Harbors Investment Corp. stockholders to approve its signed merger agreement to acquire TWO. The filing states a total cash value to TWO stockholders of $12.45 to $12.68 per share assuming a third-quarter closing, including a pro‑rated dividend up to $0.34 per share, with the pro‑rated payment conditioned on closing and subject to funds being legally available. The communication notes CrossCountry has obtained 39 of the required 53 regulatory approvals and urges stockholders to vote in favor at the special meeting on May 19, 2026.

Two Harbors Investment Corp. reports that CrossCountry Intermediate Holdco, LLC and its merger subsidiary have waived a merger agreement restriction to allow a pro-rated “Permitted Stub Period Dividend” on Two Harbors common stock if the CCM merger closes mid‑quarter rather than on a quarter end. Two Harbors still plans to pay its regular quarterly dividends in the ordinary course for completed quarters. The stub dividend per share will equal the most recent quarterly common dividend actually paid before closing, up to $0.34 per share, multiplied by the days from the prior quarter end through the day before closing, and divided by the number of days in that quarter. The record date will be immediately before the effective time of the CCM merger, and only holders of record at that time will receive the stub dividend, which will be paid only if the merger closes.

UWM Holdings Corporation urges Two Harbors stockholders to reject the Proposed CrossCountry Mortgage merger and supports UWMC’s superior $12.50 per-share or 2.3328 share alternative from its May 11 proposal. UWM cites recommendations from ISS and Glass Lewis against the CCM deal, highlights Glass Lewis’s view that UWMC has $424 million in cash and argues Two Harbors’ board misstates regulatory and closing risk. UWM also criticizes the size of executive golden parachute payments and references a $375 million Pine River settlement impact. The company urges stockholders to vote NO at the May 19, 2026 special meeting.

UWM Holdings Corporation filed a preliminary Schedule 14A and urged Two Harbors Investment Corp. stockholders to vote AGAINST the proposed CrossCountry Mortgage merger at the May 19, 2026 special meeting. Institutional Shareholder Services (ISS) recommended that Two Harbors stockholders reject the CCM transaction and the related golden parachute and adjournment proposals, citing concerns about the Two Harbors board’s process and noting UWMC’s competing $12.50 or stock-upside proposal versus the CCM $12.00 per-share merger offer.

UWMC asks stockholders to use Two Harbors’ proxy card now to record votes against the CCM merger, the Non-Binding Compensation Advisory Proposal, and the Adjournment Proposal and says its definitive proxy materials will follow.

UWMC (UWM Holdings Corporation) solicits Two Harbors (TWO) stockholders to vote against the proposed merger with CrossCountry Mortgage and announces a revised acquisition proposal of $12.50 per share in cash or 2.3328 shares of UWMC stock. UWMC urges stockholders to read its preliminary proxy and to vote at the special meeting on May 19, 2026.

Two Harbors Investment Corp. entered into a second amendment to its merger agreement with CrossCountry Intermediate Holdco, LLC, raising the all-cash price for each share of TWO common stock to $12.00, up from $11.30 in the prior amendment. The termination fee payable by Two Harbors to CrossCountry under certain circumstances increases from $50.0 million to $51.0 million. The amendment also updates financing terms to reference a $1.4 billion unsecured financing commitment obtained by CrossCountry and adds customary financing cooperation covenants. Two Harbors’ board unanimously approved the changes and reaffirmed its recommendation that stockholders approve the merger.

In the related press release, Two Harbors and CrossCountry highlight that the $12.00 per-share cash consideration represents a $0.70 increase and a 21% premium to Two Harbors’ unaffected share price, and note a broader $3.4 billion financing package and significant progress on regulatory approvals. The transaction is expected to close in the third quarter of 2026, after which Two Harbors’ common stock will be delisted and the company will become a wholly owned subsidiary of CrossCountry.

CrossCountry Intermediate Holdco, LLC urges Two Harbors Investment Corp. stockholders to approve a signed merger agreement providing $11.30 per share in cash, arguing its transaction is fully financed and offers a faster, more certain path to closing than UWM’s competing non-binding proposal.

The statement cites $2.0 billion of committed secured financing plus a $1.4 billion unsecured commitment (totaling $3.4 billion), contrasts an $8.26 default stock consideration and a $12.00 headline cash election from UWM, and highlights regulatory progress toward an August 2026 closing and a May 19, 2026 special meeting.