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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) |
(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 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.
| 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.
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.
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