Two Harbors (NYSE: TWO) details CCM merger timing and stub dividend

Q: What stub dividend amount had Two Harbors (TWO) previously announced?

Two Harbors previously announced a stub dividend of $0.12196 per share , based on an anticipated CCM Merger closing date of August 3, 2026. Because the closing will occur after that date, the actual stub dividend will be recalculated under the disclosed formula.

Q: Does the Two Harbors (TWO) stub dividend reduce the CCM Merger consideration?

No. Two Harbors states that the stub dividend will not reduce or otherwise affect the merger consideration payable to holders of its common stock. Shareholders will receive both the stub dividend and the CCM Merger consideration, subject to completion of the merger.

Q: Which Two Harbors (TWO) securities are listed on the NYSE?

Listed NYSE securities include common stock (symbol TWO ), 8.125% Series A, 7.625% Series B, and 7.25% Series C Cumulative Redeemable Preferred Stock, and 9.375% Senior Notes due 2030 , trading under symbol TWOD.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Two Harbors Investment Corp. reports that it has received required state regulatory and agency approvals from all but one state for its previously announced merger with CrossCountry Intermediate Holdco, LLC (the CCM Merger). After the final state approval, it plans to issue a press release and close the merger the following business day.

Two Harbors will pay a stub period dividend to common shareholders in connection with the CCM Merger. A previously announced stub dividend of $0.12196 per share was based on an anticipated August 3, 2026 closing. Because closing will occur later, the stub dividend will instead be calculated by multiplying the most recent quarterly dividend of $0.34 per share by the number of days from the end of the second quarter of 2026 through the day before closing, and dividing by 92 days, the length of the third quarter of 2026. The stub dividend will be paid to holders of record at the close of business on the last trading day immediately before the effective time of the CCM Merger, concurrently with the merger consideration, and will not reduce or otherwise affect that merger consideration.

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8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Previously announced stub dividend: $0.12196 per share Quarterly dividend reference rate: $0.34 per share Quarter length for stub calculation: 92 days +1 more

4 metrics

Previously announced stub dividend $0.12196 per share Amount based on anticipated CCM Merger closing date of August 3, 2026

Quarterly dividend reference rate $0.34 per share Most recent quarterly dividend on TWO common stock used to compute stub dividend

Quarter length for stub calculation 92 days Total number of days in the third quarter of 2026 used in stub dividend formula

Series A preferred dividend rate 8.125% Coupon on Two Harbors' Series A Cumulative Redeemable Preferred Stock listed on NYSE

Key Terms

stub period dividend, merger consideration, forward-looking statements, Cumulative Redeemable Preferred Stock

4 terms

stub period dividend financial

"TWO will pay a “stub period” dividend to holders of TWO common stock"

A stub period dividend is a payment made to shareholders that covers an unusually short or partial financial period—think of receiving rent for just a few days instead of a full month. It matters because it changes the amount and timing of income investors receive, affects short-term yield calculations and tax timing, and can signal how management plans to align future dividend schedules after a corporate change.

merger consideration financial

"will be paid concurrently with the CCM Merger consideration"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

forward-looking statements regulatory

"may contain “forward-looking statements,” including certain plans, expectations"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Cumulative Redeemable Preferred Stock financial

"8.125% Series A Cumulative Redeemable Preferred Stock"

Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/03/2026 - 07:01 AM Accepted by SEC EDGAR 08/03/2026 - 07:01 AM

FAQ

What merger update did Two Harbors (TWO) provide regarding the CCM Merger?

Two Harbors reported it has received required state regulatory and agency approvals from all but one state for the CCM Merger with CrossCountry Intermediate Holdco, LLC. After the final approval, it intends to announce that approval and close the merger the following business day.

How will Two Harbors (TWO) calculate the stub dividend for the CCM Merger?

The stub dividend will equal the most recent quarterly dividend of $0.34 per share, multiplied by the days from the end of Q2 2026 through the day before closing, then divided by 92 days, the number of days in the third quarter of 2026.

What stub dividend amount had Two Harbors (TWO) previously announced?

Two Harbors previously announced a stub dividend of $0.12196 per share, based on an anticipated CCM Merger closing date of August 3, 2026. Because the closing will occur after that date, the actual stub dividend will be recalculated under the disclosed formula.

When will shareholders qualify for the Two Harbors (TWO) stub dividend?

The stub dividend will be payable to holders of Two Harbors common stock of record at the close of business on the last trading day immediately prior to the effective time of the CCM Merger. It will be paid concurrently with the CCM Merger consideration.

Does the Two Harbors (TWO) stub dividend reduce the CCM Merger consideration?

No. Two Harbors states that the stub dividend will not reduce or otherwise affect the merger consideration payable to holders of its common stock. Shareholders will receive both the stub dividend and the CCM Merger consideration, subject to completion of the merger.

Which Two Harbors (TWO) securities are listed on the NYSE?

Listed NYSE securities include common stock (symbol TWO), 8.125% Series A, 7.625% Series B, and 7.25% Series C Cumulative Redeemable Preferred Stock, and 9.375% Senior Notes due 2030, trading under symbol TWOD.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 3, 2026

Two Harbors Investment Corp.

(Exact name of registrant as specified in its charter)

Maryland		001-34506		27-0312904
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

1601 Utica Avenue South, Suite 900 St. Louis Park, MN		55416
(Address of Principal Executive Offices)		(Zip Code)

(612) 453-4100

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol(s)	Name of Exchange on Which Registered:
Common Stock, par value $0.01 per share	TWO	New York Stock Exchange
8.125% Series A Cumulative Redeemable Preferred Stock	TWO PRA	New York Stock Exchange
7.625% Series B Cumulative Redeemable Preferred Stock	TWO PRB	New York Stock Exchange
7.25% Series C Cumulative Redeemable Preferred Stock	TWO PRC	New York Stock Exchange
9.375% Senior Notes Due 2030	TWOD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01

Regulation FD Disclosure.

On August 3, 2026, Two Harbors Investment Corp. (“TWO”) announced that it has received the required state regulatory and agency approvals from all but one state for its previously announced merger (the “CCM Merger”) with CrossCountry Intermediate Holdco, LLC (“CCM”). Upon receipt of the final outstanding approval, TWO intends to (i) issue a press release announcing such approval and (ii) close the CCM Merger the following business day.

As previously announced, TWO will pay a “stub period” dividend to holders of TWO common stock in connection with the CCM Merger. TWO previously announced a stub dividend of $0.12196 per share based on an anticipated closing date of August 3, 2026. Because the closing will occur after August 3, 2026, the stub dividend amount will be calculated based on the actual closing date and will equal TWO’s most recent quarterly dividend of $0.34 per share of TWO common stock, multiplied by the number of days elapsed since the end of the second quarter of 2026 through and including the day prior to the closing date of the CCM Merger, and divided by the total number of days in the third quarter of 2026 (92). The stub dividend will be payable to holders of record of TWO common stock at the close of business on the last trading day immediately prior to the effective time of the CCM Merger and will be paid concurrently with the CCM Merger consideration. The stub dividend will not reduce or otherwise affect the merger consideration payable to holders of TWO common stock.

The information in Item 7.01 of this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether made before or after the date hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such filing.

FORWARD-LOOKING STATEMENTS

This report on Form 8-K may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the proposed CCM Merger, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM Merger, the ability of the parties to complete the proposed CCM Merger considering the various closing conditions, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this report on Form 8-K that address activities, events or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,” “should,” “would,” “may,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this report on Form 8-K. These include, among other things: the expected timing and likelihood of completion of the proposed CCM Merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM Merger; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM Merger, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM Merger in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM Merger; the risk that any announcements relating to the proposed CCM Merger could have adverse effects on the market price of TWO common stock; the outcome of any legal proceedings relating to the proposed CCM Merger, including stockholder litigation in connection with the proposed CCM Merger; and that TWO may be adversely affected by other economic, business or competitive factors. All such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors and on the Securities and Exchange Commission’s website at www.sec.gov.

Each of the forward-looking statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TWO HARBORS INVESTMENT CORP.

	By:	/s/ Rebecca B. Sandberg
		Rebecca B. Sandberg
		Chief Legal Officer and Secretary

Date: August 3, 2026

Source: View Original Filing on SEC EDGAR

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