STOCK TITAN

Two Harbors (NYSE: TWO) seeks support for $12-per-share CCM cash acquisition

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Two Harbors Investment Corp. has adjourned its virtual special meeting of stockholders to June 11, 2026 to allow more time to solicit support for its pending sale to CrossCountry Intermediate Holdco, LLC (“CCM”).

Under the signed merger agreement, CCM will acquire all outstanding TWO common shares in an all-cash transaction for $12.00 per share, plus a pro-rated stub dividend for the quarter in which the deal closes. Holders of TWO preferred stock are expected to have their shares redeemed at $25.00 per share, plus accumulated and unpaid dividends.

The company states the CCM deal is fully financed with no financing contingency and notes that early termination of the HSR waiting period has been received and 41 of 53 required state and agency regulatory approvals are in place. The board unanimously recommends voting “FOR” the CCM transaction and contrasts it with UWM Holdings Corporation’s latest proposal, which would default non-electing stockholders into UWMC stock valued at approximately $7.23 per TWO share based on the May 27, 2026 closing price. The release emphasizes that a vote against the CCM transaction does not secure UWMC’s headline price and urges stockholders to review the definitive proxy statement for full details.

Positive

  • Signed, fully financed $12.00 per-share cash deal with advanced approvals: CCM has a definitive agreement to acquire all TWO common shares for $12.00 in cash plus a stub dividend, with no financing contingency and 41 of 53 required state and agency regulatory approvals already obtained.

Negative

  • Outcome risk if CCM deal is rejected: The company warns that a vote against the CCM transaction does not secure UWM Holdings’ headline price and would forgo a signed, fully financed, regulatory-advanced deal in favor of greater uncertainty.

Insights

TWO seeks approval for a fully financed $12.00-per-share cash sale to CCM with advanced regulatory progress.

Two Harbors Investment Corp. has a definitive agreement for CCM to acquire all outstanding common shares for $12.00 per share in cash, plus a pro-rated stub dividend. Preferred shares are expected to be redeemed at $25.00 per share, plus accumulated and unpaid dividends, simplifying the capital structure at closing.

The company highlights that the CCM transaction is fully financed with no financing contingency and already has early termination of the HSR waiting period, along with 41 of 53 required state and agency approvals. This reduces execution risk relative to many announced deals, though completion still depends on stockholder approval and remaining regulatory consents.

The release contrasts CCM’s offer with UWM Holdings Corporation’s latest proposal, noting that non-electing stockholders would default into UWMC stock worth about $7.23 per TWO share based on the May 27, 2026 price. According to the company, this structure could disadvantage a sizable portion of holders. The adjourned meeting on June 11, 2026 will be a key milestone, as stockholder voting outcomes will determine whether the cash transaction proceeds.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Common stock merger consideration $12.00 per share All-cash consideration for each TWO common share in CCM transaction
Preferred stock redemption price $25.00 per share Redemption amount for TWO preferred stock plus accumulated and unpaid dividends
UWMC default stock value $7.23 per TWO share Value of UWMC stock for non-electing holders based on May 27, 2026 closing price
State and agency approvals obtained 41 of 53 Required state and agency regulatory approvals already received for CCM transaction
Special meeting reconvene date June 11, 2026 Date and time for reconvened special meeting of stockholders
Series A preferred coupon 8.125% Dividend rate on TWO’s Series A Cumulative Redeemable Preferred Stock
stub dividend financial
"will receive a pro-rated stub dividend for the quarter in which the transaction closes"
all-cash transaction financial
"entered into a definitive merger agreement for CCM to acquire all outstanding shares of TWO common stock in an all-cash transaction"
An all-cash transaction is a deal where the full purchase price is paid immediately in cash or cash equivalents, rather than through financing or installment payments. For investors, this type of transaction often indicates a quick, straightforward sale and can signal confidence from the buyer, potentially affecting the value and perception of the involved assets.
fully financed financial
"The CCM transaction is fully financed with no financing contingency"
HSR waiting period regulatory
"received early termination of the HSR waiting period on May 21, 2026"
The HSR waiting period is a set amount of time that must pass after a large business deal is announced before it can be finalized or approved by regulators. Think of it as a review period, similar to a cooling-off time, allowing authorities to evaluate the deal for potential competition concerns. This waiting period can influence the timing of a company's growth plans and impact investor expectations.
Proxy Statement regulatory
"TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
special meeting of stockholders regulatory
"Special Meeting of Stockholders Will Reconvene on June 11, 2026 at 10:00 a.m. Eastern Time"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
false 0001465740 0001465740 2026-05-28 2026-05-28 0001465740 us-gaap:CommonStockMember 2026-05-28 2026-05-28 0001465740 us-gaap:SeriesAPreferredStockMember 2026-05-28 2026-05-28 0001465740 us-gaap:SeriesBPreferredStockMember 2026-05-28 2026-05-28 0001465740 us-gaap:SeriesCPreferredStockMember 2026-05-28 2026-05-28 0001465740 two:NinepointthreesevenfivepercentSeniorNotesDue2030Member 2026-05-28 2026-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 28, 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)

 

(612453-4100

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 8.01 Other Events.

 

On May 28, 2026, Two Harbors Investment Corp. (“TWO”) issued a press release announcing the adjournment of its previously announced virtual special meeting of stockholders in connection with the proposed transaction between TWO and CrossCountry Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC (“CCM”). A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated May 28, 2026
104   Cover Page Interactive Data File, formatted in Inline XBRL

 

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 transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction 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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. 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 (the “SEC”) website at www.sec.gov.

 

2

 

 

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.

 

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

 

In connection with the proposed CCM transaction, TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This report on Form 8-K is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

 

PARTICIPANTS IN THE SOLICITATION

 

TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.

 

3

 

 

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: May 28, 2026

 

 

 

Exhibit 99.1

 

 

TWO Announces Adjournment of Special Meeting

 

TWO Board Unanimously Recommends Stockholders Vote “FOR” the CCM Transaction

 

Special Meeting of Stockholders Will Reconvene on June 11, 2026 at 10:00 a.m. Eastern Time

 

Stockholders Who Previously Voted in Favor of the CCM Transaction Need Take No Action

 

New York, May 28, 2026 – TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today announced an adjournment of its Special Meeting of Stockholders to provide additional time to continue engaging with stockholders and solicit additional proxies in favor of TWO’s acquisition by CrossCountry Intermediate Holdco, LLC, a Delaware limited liability company and an affiliate of CrossCountry Mortgage, LLC (“CCM”). Stockholders who have not yet voted or submitted proxies are encouraged to do so as soon as possible.

 

The TWO Board of Directors determined, and continues to believe, that the pending CCM transaction is in the best interests of the TWO stockholders and unanimously recommends stockholders support the CCM transaction and vote “FOR” each proposal at the Special Meeting. Stockholders who have previously voted in favor of the CCM transaction need take no further action.

 

Special Meeting Details

 

The Special Meeting, originally scheduled for May 19, 2026 and subsequently adjourned to May 28, 2026, has been further adjourned until June 11, 2026 at 10:00 a.m. Eastern Time. It will be held virtually at TWO’s Special Meeting website, www.virtualshareholdermeeting.com/TWO2026SM. The record date for the adjourned Special Meeting of Stockholders remains April 15, 2026.

 

The additional time will enable TWO to continue its stockholder outreach efforts and allow more stockholders to participate in this important vote. TWO encourages all stockholders who have not yet voted to do so promptly.

 

Proxies previously submitted in connection with the CCM transaction will be voted at the reconvened meeting unless properly revoked. Stockholders who have not already voted or wish to change their votes are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card.

 

The CCM Transaction: Certain Value, Committed Financing, Advanced Approvals

 

On March 27, 2026, TWO and CCM entered into a definitive merger agreement for CCM to acquire all outstanding shares of TWO common stock in an all-cash transaction.

 

·Through continued negotiations, the TWO Board secured two price increases from CCM—from $10.80 to $11.30 and then to $12.00 per share—representing a 21% premium to TWO’s unaffected share price and a 19% premium to TWO’s fully diluted tangible book value.1

  

 

 

·TWO common stockholders will receive a pro-rated stub dividend for the quarter in which the transaction closes, providing additional cash value beyond the $12.00 per share merger consideration.
·Holders of TWO preferred stock will have their shares redeemed at $25.00 per share, plus accumulated and unpaid dividends.
·The CCM transaction is fully financed with no financing contingency—it is a fully-committed, signed agreement.
·The CCM transaction is also well advanced toward closing. The parties received early termination of the HSR waiting period on May 21, 2026, and 41 of the 53 required state and agency regulatory approvals have been obtained.

 

The TWO Board’s Engagement with UWMC

 

Notwithstanding the narrative from UWM Holdings Corporation (NYSE: UWMC) (“UWMC”), the TWO Board has engaged with UWMC throughout a lengthy, competitive process involving numerous independent legal and financial advisors. The Board has repeatedly identified and communicated the core deficiencies in UWMC’s various proposals, including structural issues, inadequate deal certainty, regulatory process, and employee attrition and business continuity. To date, UWMC has chosen not to address any of these deficiencies.

 

UWMC’s most recent proposal defaults any stockholder who fails, for whatever reason, to make a timely cash election into UWMC stock worth only approximately $7.23 per TWO share based on the May 27, 2026 closing price—a result that TWO estimates could disadvantage as many as 25 to 30% of its stockholders. By contrast, CCM's $12.00 all-cash offer, plus a pro-rated stub dividend, delivers certain and immediate value automatically to all stockholders, with no election required and no risk that any stockholder is left holding significantly devalued consideration.

 

Walking away from a signed, fully financed, regulatory-advanced transaction in favor of UWMC’s non-binding proposal would expose all stockholders to substantial risk with no assurance that equivalent or better terms would re-emerge.

 

A vote against the CCM transaction does not deliver UWMC’s headline price. Rather, it jeopardizes a fully financed, signed transaction well advanced through regulatory approvals and replaces it with significant uncertainty. The TWO Board will, consistent with its fiduciary duties, consider in good faith any actionable, all-cash, fully financed proposal from UWMC or any other potential counterparty.

 

Vote FOR the CCM Transaction

 

The TWO Board unanimously recommends that stockholders vote “FOR” the CCM transaction. If the CCM transaction is not approved, there is no assurance that a superior, actionable offer will emerge.

 

Every stockholder’s vote matters. Stockholders who have not yet voted are urged to do so promptly using the WHITE proxy card.

 

TWO urges its stockholders to read all relevant documents that are filed or will be filed with the U.S. Securities and Exchange Commission (“SEC”), including TWO’s definitive proxy statement dated April 20, 2026, as supplemented (the “Proxy Statement”).

 

TWO stockholders who need assistance completing their proxy card or have questions regarding the Special Meeting of Stockholders may contact TWO’s proxy solicitor:

 

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, NY 10005

Email: TWO@dfking.com

Banks and Brokers, please call: (646) 677-2516 

Toll-Free: (888) 887-0082

 

 

 

About TWO

 

TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN.

 

FORWARD-LOOKING STATEMENTS

 

This press release may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction 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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release 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 press release. These include, among other things: the payment of future dividends by TWO, the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. 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 SEC’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.

 

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

 

In connection with the proposed CCM transaction, TWO filed with the SEC the Proxy Statement. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This press release is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

 

PARTICIPANTS IN THE SOLICITATION

 

TWO and its directors, executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.

 

1 The unaffected share price date being December 16, 2025, the last trading day prior to the announcement of a transaction with UWMC, and the premium compared to the TWO’s fully diluted tangible book value as of March 31, 2026.

  

TWO Investor Relations

investors@twoinv.com

 

 

FAQ

What transaction is Two Harbors Investment Corp. (TWO) asking stockholders to approve?

TWO is seeking stockholder approval for an agreement under which CrossCountry Intermediate Holdco, LLC will acquire all outstanding TWO common shares.

The consideration is an all-cash payment of $12.00 per share plus a pro-rated stub dividend for the closing quarter, subject to stockholder and remaining regulatory approvals.

What will Two Harbors (TWO) common and preferred stockholders receive in the CCM deal?

Common stockholders are expected to receive $12.00 in cash per share plus a pro-rated stub dividend for the quarter of closing.

Holders of TWO preferred stock will have their shares redeemed at $25.00 per share, plus accumulated and unpaid dividends, according to the company’s description.

Why did Two Harbors (TWO) adjourn its special meeting of stockholders?

The special meeting was adjourned to provide additional time to engage with stockholders and solicit more proxies supporting the CCM transaction.

The meeting, originally scheduled for May 19 and then May 28, 2026, is now set to reconvene on June 11, 2026 at 10:00 a.m. Eastern Time.

How does the CCM offer compare to UWM Holdings’ proposal for Two Harbors (TWO)?

The company contrasts CCM’s $12.00 all-cash offer plus stub dividend with UWM Holdings’ proposal, which includes a stock election feature.

It notes that non-electing stockholders would default into UWMC stock worth about $7.23 per TWO share based on the May 27, 2026 closing price.

What regulatory approvals have been obtained for the Two Harbors (TWO) and CCM transaction?

The parties have received early termination of the Hart-Scott-Rodino waiting period, indicating federal antitrust review progress.

The release also states that 41 of the 53 required state and agency regulatory approvals have been obtained, with the remaining approvals still needed before closing.

Where can Two Harbors (TWO) investors find more details about the CCM transaction?

Details are included in TWO’s definitive proxy statement filed on April 20, 2026 and subsequently supplemented.

Investors can access this proxy statement and related documents for free on the SEC’s website and in the investor relations section of TWO’s website.

Filing Exhibits & Attachments

5 documents