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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): August 20, 2025
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) |
|
(I.R.S. 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 1.01 |
Entry into a Material Definitive Agreement. |
On August 20, 2025, Two Harbors Investment Corp. (the
“Company”) entered into a Settlement Agreement and Release (the “Settlement Agreement”) with PR Advisers
L.P. as successor in interest to PRCM Advisers LLC, Pine River Capital Management L.P., and Pine River Domestic Management L.P.
(collectively, “Pine River”) whereby the Company and Pine River have agreed to compromise and settle all claims alleged
in the previously disclosed lawsuits between the parties, captioned PRCM Advisers LLC v. Two Harbors Investment Corp., Index
No. 652540/2020 (N.Y. Sup. Ct.) (the “State Court Action”) and PRCM Advisers LLC et al. v. Two Harbors Investment
Corp., No. 1:20-cv-05649 (S.D.N.Y.) (the “Federal Court Action”) (together, the “Lawsuits”).
Pursuant to the terms of the Settlement Agreement, the Company has
agreed to make a cash payment of $375 million (the “Settlement Payment”) to Pine River no later than thirty (30) days after
the execution of the Settlement Agreement. Upon receipt of the Settlement Payment, Pine River will dismiss or cause to be dismissed with
prejudice all claims alleged in the Federal Court Action. The State Court Action was previously dismissed without prejudice. Pine River
will also relinquish ownership or any other interest it may hold in any and all intellectual property that Pine River licensed, conveyed,
or otherwise provided to the Company or that was developed by or for the Company, whether pursuant to the terms of the management
agreement between the parties or otherwise.
The Company and Pine River have agreed in the Settlement Agreement
to unconditionally and irrevocably release and discharge each other and their respective representatives from and against any and all
claims alleged in the Lawsuits. The Settlement Agreement also provides that neither party’s entry into the Settlement Agreement
shall be deemed an admission of fault, responsibility, or liability for any claim alleged in the Lawsuits.
The foregoing summary of the Settlement Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement filed herewith as Exhibit 10.1
to this Current Report on Form 8-K.
Forward-Looking Statements
Certain items in this Current Report on Form 8-K may constitute
“forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995, including those related to the payment of the Settlement Payment and the other terms of the Settlement
Agreement. Actual results may differ from expectations, estimates and projections and, consequently, readers should not rely on
these forward-looking statements as predictions of future events. Words such as “expect,” “target,”
“assume,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Additional information concerning these and other risk factors is
contained in the Company’s most recent filings with the Securities and Exchange Commission. All subsequent written and oral
forward-looking statements concerning the Company or matters attributable to the Company or any person acting on its behalf are
qualified in their entirety by the cautionary statements above. The Company does not undertake or accept any obligation to release
publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in
events, conditions or circumstances on which any such statement is based.
On August 20, 2025, the Company issued a press release announcing certain
business updates and the Company’s third quarter 2025 common and preferred stock dividends. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
| 10.1 |
Settlement Agreement
and Release, dated August 20, 2025.* |
| |
|
| 99.1 |
Press Release of Two Harbors Investment Corp., dated August 20, 2025. |
| 104 |
Cover Page Interactive Data File, formatted in Inline XBRL. |
* Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on
a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.
SIGNATURES
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 20, 2025 |
|
|
