Every 8-K that Two Harbors Investment Corp. (TWO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TWO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TWO filings page.
Two Harbors Investment Corp. (TWO) reports significant leadership changes, with the immediate departure on September 4, 2026 of five senior officers, including the Chief Financial Officer, Chief Investment Officer, Chief Legal Officer, Chief Risk Officer and Chief Administrative Officer. Chief Executive Officer William Greenberg is expected to terminate employment on October 2, 2026.
The company states that each of these departures constitutes, or is expected to constitute, a “Qualifying Termination” during a “Change of Control Period” under the Two Harbors Investment Corp. Severance Benefits Plan, as amended and restated effective December 16, 2025. Each departing officer has entered or is expected to enter into a separation and release agreement consistent with the plan.
On September 4, 2026, TWO appointed Madhur Agarwal, age 36, as Chief Financial Officer and principal financial officer, effective immediately. Agarwal will continue in his existing role as Chief Financial Officer of parent company CrossCountry Mortgage, LLC, and will not receive separate compensation from TWO in connection with this appointment.
Two Harbors Investment Corp. (TWO) completed its acquisition by CrossCountry Mortgage’s affiliate on August 25, 2026. CrossCountry Merger Corp. merged with and into TWO, with TWO surviving as a wholly owned, privately held subsidiary of CrossCountry Intermediate Holdco, LLC.
At the effective time, each share of TWO common stock was canceled and converted into the right to receive $12.00 in cash per share (the “Merger Consideration”). In addition, stockholders of record at the close of business on August 24, 2026 are entitled to a stub period dividend of $0.20326 per share, which will be paid together with, and will not reduce, the Merger Consideration.
All outstanding shares of TWO’s Series A, B and C preferred stock remain outstanding but are expected to be redeemed for $25.00 per share in cash plus accumulated and unpaid dividends, with aggregate preferred redemption consideration expected to be approximately $622.0 million. TWO will also offer to repurchase its $115.0 million of 9.375% Senior Notes due 2030 at 104% of principal, plus accrued interest, with expected aggregate consideration of about $120.0 million.
As a result of the merger, TWO’s common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act, and former common stockholders will only have rights to receive the cash consideration and stub dividend.
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.
Two Harbors Investment Corp. reported results for the quarter ended June 30, 2026 and provided an update on its pending merger with CrossCountry Mortgage, LLC (CCM). Under the definitive merger agreement, as amended, CCM will acquire all outstanding Two Harbors common shares for $12.00 per share; holders of Series A, B and C preferred stock are expected to have their shares redeemed after closing at $25.00 per share plus accumulated and unpaid dividends. Common stockholders approved the merger on July 2, 2026, and closing is expected on August 3, 2026, subject to remaining conditions; a third‑quarter 2026 “stub period” dividend of $0.12196 per common share is subject to consummation of the merger.
For the quarter, net income attributable to common stockholders was $49.4 million, or $0.47 per basic share, with comprehensive income attributable to common stockholders of $47.9 million, or $0.45 per share, representing a 17.0% annualized return on average common equity. Earnings Available for Distribution were $29.6 million, or $0.28 per basic common share, with a 10.5% annualized return on average common equity. The company declared a second‑quarter common dividend of $0.34 per share and reported quarter‑end book value of $10.68 per common share, producing a 4.3% economic return on book value. As of June 30, 2026, the investment portfolio totaled $7.5 billion plus $3.8 billion of net long TBAs, and the debt‑to‑equity ratio was 3.8:1.0 (economic debt‑to‑equity 6.0:1.0).
Two Harbors Investment Corp. stockholders approved its planned merger with CrossCountry Mortgage, under which Two Harbors will become a wholly owned subsidiary of CrossCountry Intermediate Holdco. The CCM Merger Proposal passed with 54,297,767 votes for, 23,570,833 against and 957,703 abstentions.
Each share of Two Harbors common stock will be converted into the right to receive $12.00 in cash per share, plus a pro-rated stub dividend for the partial quarter before closing. Holders of Series A, B and C preferred stock will have their shares redeemed for $25.00 per share plus accrued and unpaid dividends after closing. As of the April 15, 2026 record date, 105,046,333 common shares were outstanding, and about 75% were represented at the special meeting.
The transaction has already received early termination of the Hart-Scott-Rodino waiting period and 48 of 53 required state approvals, and is expected to close in August 2026, subject to remaining regulatory approvals and customary closing conditions.
Two Harbors Investment Corp. is moving forward with its proposed acquisition by CrossCountry Intermediate Holdco, LLC. The company adjourned its virtual special stockholder meeting to July 2, 2026 to solicit more proxies in favor of the deal.
The CCM transaction offers stockholders $12.00 per share in cash plus a pro-rated stub dividend, which the company says equals a 21% premium to its unaffected share price on December 16, 2025 and a 119% premium to fully diluted tangible book value as of March 31, 2026. The board unanimously recommends voting “FOR” the transaction.
The deal is described as fully financed with no financing contingency, with 47 of 53 required regulatory approvals already obtained and closing targeted for August 2026, subject to remaining approvals and stockholder consent.
Two Harbors Investment Corp. postponed its special meeting of stockholders related to its proposed transaction with CrossCountry Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC. The meeting, originally scheduled earlier, will now be held virtually on June 23, 2026 at 10:00 a.m. Eastern Time via TWO’s special meeting website.
There is no change to the meeting’s virtual location, the record date, the purpose of the meeting, or any of the proposals to be voted on. Only the meeting date has shifted.
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.
Two Harbors Investment Corp. adjourned its virtual special meeting of stockholders to May 28, 2026 at 10:00 a.m. Eastern Time to allow more time to solicit proxies supporting its proposed acquisition by CrossCountry Intermediate Holdco, LLC.
Under the amended merger agreement, Two Harbors common stockholders are expected to receive $12.00 in cash per share, plus additional value from the second quarter dividend and a pro-rated third quarter dividend, assuming a third quarter closing. Holders of Series A, B and C preferred stock are expected to have their shares redeemed at $25.00 per share plus any accumulated and unpaid dividends after closing.
The board of directors continues to unanimously recommend that stockholders vote “FOR” the CCM transaction and related proposals, and previously submitted proxies remain valid. The company also reported that, in litigation challenging its proxy disclosures, a federal court denied a temporary restraining order and dismissed as moot a motion for preliminary injunction, finding the proxy statement’s description of the sale process sufficient.
Two Harbors Investment Corp. reports that CrossCountry Intermediate Holdco, LLC and its merger subsidiary have waived a merger agreement restriction to allow a pro-rated “Permitted Stub Period Dividend” on Two Harbors common stock if the CCM merger closes mid‑quarter rather than on a quarter end. Two Harbors still plans to pay its regular quarterly dividends in the ordinary course for completed quarters. The stub dividend per share will equal the most recent quarterly common dividend actually paid before closing, up to $0.34 per share, multiplied by the days from the prior quarter end through the day before closing, and divided by the number of days in that quarter. The record date will be immediately before the effective time of the CCM merger, and only holders of record at that time will receive the stub dividend, which will be paid only if the merger closes.
Two Harbors Investment Corp. entered into a second amendment to its merger agreement with CrossCountry Intermediate Holdco, LLC, raising the all-cash price for each share of TWO common stock to $12.00, up from $11.30 in the prior amendment. The termination fee payable by Two Harbors to CrossCountry under certain circumstances increases from $50.0 million to $51.0 million. The amendment also updates financing terms to reference a $1.4 billion unsecured financing commitment obtained by CrossCountry and adds customary financing cooperation covenants. Two Harbors’ board unanimously approved the changes and reaffirmed its recommendation that stockholders approve the merger.
In the related press release, Two Harbors and CrossCountry highlight that the $12.00 per-share cash consideration represents a $0.70 increase and a 21% premium to Two Harbors’ unaffected share price, and note a broader $3.4 billion financing package and significant progress on regulatory approvals. The transaction is expected to close in the third quarter of 2026, after which Two Harbors’ common stock will be delisted and the company will become a wholly owned subsidiary of CrossCountry.
Two Harbors Investment Corp. has amended its merger agreement with CrossCountry Intermediate Holdco, LLC (CCM), raising the all-cash price for common stockholders. At closing, each share of Two Harbors common stock will be converted into the right to receive $11.30 in cash, increased from $10.80 in the original CCM merger agreement.
The amendment doubles the company termination fee payable to CCM from $25.4 million to $50.0 million and adds scenarios where Two Harbors must refund CCM for a previously paid $25.4 million termination fee if the amended agreement is later terminated under specified conditions. A new closing condition requires certain permits for Two Harbors’ mortgage origination and servicing businesses to be consented to before completion.
The Two Harbors board unanimously approved the amended agreement, reaffirmed its recommendation that stockholders approve the CCM transaction, and kept the special meeting date of May 19, 2026. CCM will redeem Two Harbors’ Series A, B and C preferred stock after closing at $25.00 per share plus any accumulated and unpaid dividends, and upon completion, Two Harbors’ common stock will be delisted and the company will become a wholly owned subsidiary of CrossCountry.
Two Harbors Investment Corp. reported first quarter 2026 results and highlighted an amended merger agreement with CrossCountry Mortgage. CCM will now pay $11.30 in cash per TWO common share, increased from $10.80, with closing still expected in the second half of 2026, subject to stockholder and regulatory approvals.
Common shareholders saw book value decline to $10.57 per share and a comprehensive loss of $24.7 million, or $(0.24) per basic common share, driven largely by MSR and securities fair value losses. GAAP net income attributable to common stockholders was $19.5 million, while Earnings Available for Distribution, a non-GAAP measure used to gauge dividend capacity, were $35.8 million, or $0.34 per basic common share, matching the declared quarterly dividend.
The company maintained an MSR-focused portfolio totaling $11.9 billion of Agency RMBS, MSR and related positions including TBAs, and an economic debt-to-equity ratio of 6.4:1. Management noted lower net interest expense from reduced financing costs, but also higher merger-related expenses tied to the CCM transaction and termination of the prior UWM merger agreement. Preferred stockholders are expected to be redeemed for $25.00 per share plus accrued dividends after the merger closes, and the board continues to recommend stockholders vote in favor of the CCM merger.
Two Harbors Investment Corp. agreed to be acquired by CrossCountry Intermediate Holdco, LLC in an all-cash merger. At closing, each share of common stock will be converted into the right to receive $10.80 in cash per share, after which the common shares will be cancelled.
Two Harbors’ Series A, B and C preferred shares will remain outstanding at closing and then be redeemed for $25.00 per share plus any accumulated and unpaid dividends. Equity awards, including RSUs, PSUs (at least at target or actual performance, as determined) and restricted stock, will be cashed out at the merger price. The deal was unanimously approved by the board, is subject to stockholder and regulatory approvals and replaces a prior UWM merger agreement, which was terminated with a $25.4 million cash termination fee paid to UWM on Two Harbors’ behalf.
Two Harbors Investment Corp. disclosed that an ad hoc board committee has determined CrossCountry Mortgage’s unsolicited cash offer of $10.70 per share for all outstanding common stock is a “Company Superior Proposal” under its existing merger agreement with UWM Holdings Corporation.
The committee also received a separate unsolicited proposal from another third party that includes a cash offer of $10.75 per share and payment of the $25.4 million termination fee owed to UWMC if the current merger agreement is terminated. The UWMC merger agreement remains in effect, and UWMC has a match right period through March 25, 2026 to propose revised terms.
Two Harbors and UWMC are in discussions regarding UWMC’s revised proposal, and there is no assurance that any alternative transaction will be completed. In response to these developments, Two Harbors has postponed its special meeting of stockholders to April 7, 2026.
Two Harbors Investment Corp. reported receiving an unsolicited proposal to acquire all outstanding common shares for $10.70 per share in cash. The proposal also includes payment of the $25.4 million termination fee that would be owed to UWM Holdings Corporation if Two Harbors ends their existing merger agreement.
After consulting financial and legal advisors, an ad hoc board committee determined the unsolicited bid could reasonably be expected to lead to a "Company Superior Proposal" under the UWMC merger agreement, and will engage further, including on definitive documentation. However, the committee has not concluded that it is superior, the UWMC merger agreement remains in effect, and the board continues to recommend the UWMC transaction. The special meeting of stockholders to vote on the UWMC deal remains scheduled for March 24, 2026.
Two Harbors Investment Corp. adjourned its virtual special meeting of stockholders to March 24, 2026 at 11:00 a.m. Eastern Time to allow more time to gather votes on its proposed all-stock merger with UWM Holdings Corporation. The record date remains February 10, 2026, and proxies already submitted will carry over unless changed or revoked. Under the definitive agreement announced earlier, Two Harbors stockholders would receive a fixed exchange ratio of 2.3328 shares of UWMC Class A common stock for each share of Two Harbors common stock, subject to stockholder approval and customary closing conditions. The board unanimously recommends voting in favor of the transaction and encourages remaining stockholders to vote “FOR” each proposal at the reconvened meeting.
Two Harbors Investment Corp. filed a current report to furnish its financial results for the fiscal quarter ended December 31, 2025. The company issued a press release and a 2025 Fourth Quarter Earnings Call Presentation, which are attached as Exhibits 99.1 and 99.2 and incorporated by reference.
The filing also includes extensive forward-looking statements related to a proposed acquisition between Two Harbors and another holding corporation, describing expected benefits, integration plans, issuance of common and preferred stock, and the use of a Form S-4 registration statement and proxy statement/prospectus. Investors are directed to review the registration statement and related proxy materials on the SEC’s website and the companies’ investor relations sites for detailed information on the transaction and the associated stockholder vote.
Two Harbors Investment Corp. agreed to merge with UWM Holdings Corporation in an all-stock transaction valuing Two Harbors at $1.3 billion. Each share of Two Harbors common stock will be converted into 2.3328 shares of newly issued UWM Class A common stock, plus cash in lieu of fractional shares. Each Two Harbors Series A, B and C preferred share will convert into one corresponding series of UWM preferred stock. Closing requires approval by Two Harbors stockholders, antitrust and other regulatory clearances, effectiveness of a U.S. registration statement, NYSE listing of the UWM stock issued, tax opinions that the deal qualifies as a reorganization and REIT requirements are met, and the absence of a continuing material adverse effect. Either party can terminate under specified conditions, and Two Harbors would owe UWM a $25.35 million termination fee in certain scenarios, including accepting a superior proposal. In connection with the deal, Two Harbors restated its severance plan, approved accelerated 2025 cash bonuses and equity vesting for several executives with clawback provisions, and authorized a new restricted stock award for William Greenberg with a grant value of $3,500,000, all described as tax planning decisions.
Two Harbors Investment Corp. disclosed that it has signed a definitive agreement for UWM Holdings Corporation to acquire all outstanding Two Harbors common shares in an all-stock transaction. Each share of Two Harbors common stock is expected to be exchanged for 2.3328 shares of newly issued UWM Class A common stock, with cash paid in lieu of any fractional UWM shares.
Holders of Two Harbors’ 8.125% Series A, 7.625% Series B and 7.25% Series C cumulative redeemable preferred stock would receive one newly issued share of the corresponding UWM preferred series for each preferred share. The companies describe the deal as a proposed Acquisition that will go to Two Harbors stockholders for approval and will be supported by a UWM registration statement on Form S-4, and they outline extensive forward-looking statement cautions and risks around approvals, integration, market conditions and potential legal proceedings.
Two Harbors Investment Corp. furnished an update on its business by announcing financial results for the quarter ended September 30, 2025. The company provided a press release and an earnings call presentation as Exhibits 99.1 and 99.2.
The materials are furnished, not filed, and are not incorporated by reference. This 8-K is an administrative disclosure accompanying the company’s Q3 2025 results communication.
Two Harbors Investment Corp. filed an 8-K reporting new equity distribution arrangements and related legal opinions. The filing attaches an Amended and Restated Equity Distribution Agreement with Citizens JMP Securities, LLC and a separate Equity Distribution Agreement with BTIG, LLC, both dated September 19, 2025. The exhibits include a legal opinion from Ballard Spahr LLP confirming the legality of the shares and the firm’s consent. The filing identifies these documents as exhibits and is signed by the company’s Chief Legal Officer and Secretary.
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.