Two Hbrs Invt Corp SEC Filings

An investor in Two Harbors Investment Corp. filed a notice of proposed sale of 103893 shares of common stock on the NYSE through Raymond James, with an aggregate market value of 1154251.23 and an approximate sale date of 12/18/2025.

The shares were acquired on 12/17/2025 via vesting of restricted stock unit and performance share unit awards from Two Harbors Investment Corp., in the same amount of 103893 shares.

The notice reports that 104155818 common shares of Two Harbors Investment Corp. are outstanding, and the seller represents that they are not aware of any material adverse information about the issuer’s operations that has not been publicly disclosed.

Two Harbors Investment Corp. has a securityholder planning to sell 7,284 shares of common stock. The shares have an aggregate market value of $80,925.24 and are expected to be sold on the NYSE around 12/18/2025 through broker Raymond James.

The 7,284 shares came from the vesting of a restricted stock unit award on 12/17/2025. The filing also lists 104,155,818 common shares outstanding, giving a sense of the company’s overall equity base relative to this planned sale.

Two Harbors Investment Corp. has announced a definitive merger agreement with UWM Holdings Corporation (United Wholesale Mortgage). The plan is to combine UWM’s large mortgage originations business with Two Harbors’ mortgage servicing rights investing expertise and RoundPoint’s servicing platform, with the goal of creating a larger, more competitive mortgage company.

The companies describe the combination as coming at a time when scale is increasingly important in the mortgage industry, noting that UWM expects to roughly double the size of its servicing portfolio and bring servicing activities in-house. The communication emphasizes anticipated strategic alignment, potential growth and benefits for shareholders, while stressing that the transaction remains subject to closing conditions, regulatory and stockholder approvals, and other customary risks.

Two Harbors Investment Corp. has agreed to merge with UWM Holdings Corporation in an all-stock deal valuing Two Harbors at $1.3 billion. Each share of Two Harbors common stock will be converted at closing into 2.3328 shares of UWM Class A common stock, plus cash instead of any fractional shares. Each series of Two Harbors preferred stock will convert into the corresponding new series of UWM preferred stock on a one-for-one basis.

The merger requires approval by Two Harbors stockholders, antitrust clearance under the Hart-Scott-Rodino Act, effectiveness of a UWM registration statement, NYSE listing of the new UWM shares, and no continuing material adverse effect for either company. Both boards have unanimously approved the transaction, and one Two Harbors designee will join the UWM board at closing.

Two Harbors also tightened protections in its severance plan, accelerated 2025 bonus and equity payouts for certain executives subject to clawbacks, and granted CEO William Greenberg restricted stock equal to $3.5 million, all described as tax planning steps ahead of the expected change of control.

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. has agreed to be acquired by UWM Holdings Corporation in an all-stock transaction. Each share of Two Harbors common stock will be exchanged for 2.3328 shares of newly issued UWM Class A common stock, with cash paid instead of any fractional shares. Holders of Two Harbors’ 8.125% Series A, 7.625% Series B and 7.25% Series C preferred stock will receive one newly issued share of the corresponding UWM Series A, Series B and Series C preferred stock for each share they own. The combination is subject to closing conditions, including stockholder approval by Two Harbors stockholders, and will be detailed in a UWM registration statement on Form S-4 with a proxy statement/prospectus for Two Harbors investors.

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. filed Post-Effective Amendment No. 1 to its automatic shelf registration statement on Form S-3 primarily as an exhibit-only update. The company states that the sole purpose of this amendment is to add an updated auditor consent from Ernst & Young LLP, dated November 6, 2025, as Exhibit 23.1 and to make corresponding changes to the exhibit index.

The company clarifies that the underlying registration statement and the prospectus it contains remain unchanged and are not reproduced in this amendment. The amendment restates standard items such as estimated issuance expenses, indemnification provisions for directors and officers under Maryland law, and the usual undertakings related to post-effective amendments, liability, and incorporation by reference.

Two Harbors Investment Corp. filed a Form S-3 prospectus for the offer and sale of up to 765,236 shares of common stock under its Dividend Reinvestment and Direct Stock Purchase Plan. Shares may be issued from time to time as participants reinvest dividends or make optional cash purchases, including larger monthly purchases with prior approval.

The Plan allows monthly optional cash investments of $50–$10,000, and—with company approval—purchases above $10,000 that may be offered at a discount of up to 3% from the market price. Two Harbors intends to use net proceeds for general corporate purposes, including purchasing mortgage servicing rights (MSR), Agency RMBS, refinancing or repaying debt, and potential equity repurchases or redemptions, consistent with REIT qualification. The company’s common stock trades on the NYSE as “TWO.”

To support REIT status, ownership of any class of stock is limited to 9.8% by value or number of shares, subject to exceptions. Equiniti Trust Company, LLC administers the Plan.