Two Harbors (NYSE: TWO) pays $375M to settle Pine River litigation

Rhea-AI Filing Summary

Two Harbors Investment Corp. entered into a Settlement Agreement with Pine River entities to resolve all claims in two previously disclosed lawsuits. The company will make a cash payment of $375 million to Pine River within 30 days of the agreement. After receiving this payment, Pine River will dismiss with prejudice all claims in the federal action, while the state action has already been dismissed without prejudice.

Pine River will relinquish any ownership or other interest in intellectual property it licensed, conveyed, or developed for the company. Both sides agreed to unconditionally release each other and their representatives from all claims in the lawsuits, and the settlement does not constitute an admission of fault or liability by either party. The company also issued a press release with business updates and its third quarter 2025 common and preferred stock dividends.

Positive

• Litigation fully resolved: The settlement unconditionally and irrevocably releases both Two Harbors and Pine River from all claims in the federal and state lawsuits, ending the disputes.
• Intellectual property clarity: Pine River will relinquish any ownership or interest in all intellectual property it licensed, conveyed, or helped develop for the company, simplifying IP rights going forward.
• No admission of liability: The agreement states that neither party’s entry into the settlement is an admission of fault, responsibility, or liability for any claim in the lawsuits.

Negative

• Large cash outflow: Two Harbors agreed to make a $375 million cash payment to Pine River within thirty days of the settlement agreement.
• Near-term liquidity impact: The timing and size of the $375 million settlement payment concentrate the financial impact into a short window after execution.

Insights

Litigation and REIT analyst

Big $375M cash settlement removes Pine River litigation but at a significant cost.

Two Harbors Investment Corp. has agreed to pay $375 million to Pine River under a settlement that fully resolves two lawsuits between the parties. The payment is due within thirty days of the agreement, implying a sizable and relatively near-term cash outflow for the company.

In exchange, Pine River will dismiss with prejudice the federal lawsuit and has already seen the state case dismissed, while also relinquishing any interest in intellectual property it licensed or helped develop for the company. Both parties granted broad mutual releases and explicitly stated that the settlement does not constitute an admission of fault or liability.

For investors, this means legal uncertainty around these disputes is removed, but at the expense of a substantial cash payment. The agreement’s terms lock in finality on the litigation, and a separate press release announced business updates and third quarter 2025 common and preferred stock dividends, providing additional context on ongoing operations.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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.

Understanding 8-K Material Events →

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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.

Item 8.01 Other Events.

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

No. Description

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

FAQ

What did Two Harbors Investment Corp. (TWO) announce in this 8-K?

Two Harbors Investment Corp. disclosed a Settlement Agreement and Release with Pine River entities under which all claims in two previously disclosed lawsuits will be resolved. The company also noted a separate press release announcing business updates and third quarter 2025 common and preferred stock dividends.

How much will Two Harbors pay to settle the Pine River lawsuits?

Under the Settlement Agreement, Two Harbors agreed to make a cash payment of $375 million to Pine River. This Settlement Payment must be made no later than thirty days after the execution of the agreement.

Which lawsuits between Two Harbors and Pine River are covered by the settlement?

The settlement covers all claims in the federal case PRCM Advisers LLC et al. v. Two Harbors Investment Corp., No. 1:20-cv-05649 (S.D.N.Y.) and the state case PRCM Advisers LLC v. Two Harbors Investment Corp., Index No. 652540/2020 (N.Y. Sup. Ct.), referred to collectively as the Lawsuits.

What happens to the lawsuits once the settlement payment is made?

After Pine River receives the $375 million Settlement Payment, it will dismiss or cause to be dismissed with prejudice all claims in the federal action. The state court action was previously dismissed without prejudice.

How does the settlement affect intellectual property rights between Two Harbors and Pine River?

Pine River will relinquish ownership or any other interest it may hold in all intellectual property that it licensed, conveyed, or provided to Two Harbors, or that was developed by or for the company under their management relationship or otherwise.

Does the settlement mean Two Harbors or Pine River admitted fault?

No. The agreement expressly provides that neither party’s entry into the Settlement Agreement is deemed an admission of fault, responsibility, or liability for any claim alleged in the lawsuits.

What additional information did Two Harbors provide about dividends in this filing?

The company stated that it issued a press release announcing certain business updates and its third quarter 2025 common and preferred stock dividends, which is attached as Exhibit 99.1 and incorporated by reference.