TWO HARBORS INVESTMENT CORP. SEC Filings

UWM Holdings Corporation is soliciting proxies from Two Harbors Investment Corp. (TWO) stockholders to vote AGAINST the Proposed Merger with CrossCountry Intermediate Holdco, LLC (the "Proposed CCM Merger") and to preserve consideration from UWMC’s alternate offer. UWMC says its April 30, 2026 revised proposal offers each TWO shareholder a choice of $12.00 in cash or 2.3328 shares of UWMC Class A common stock, with no cap, proration, or VWAP true-up, and is supported by a committed unsecured bridge facility increased to $1.3B. UWMC urges shareholders to vote against the CCM Merger at the virtual special meeting on May 19, 2026 and to use the enclosed BLUE proxy card to revoke prior votes in favor of the CCM transaction.

Two Harbors Investment Corp beneficial ownership disclosure: Vanguard Capital Management reports beneficial ownership of 5,422,979 shares of Common Stock, representing 5.16% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over 5,422,979 shares and sole voting power over 771,699 shares, and that the total reflects holdings across Vanguard affiliates and managed funds.

Two Harbors Investment Corp Schedule 13G shows Vanguard Portfolio Management reports beneficial ownership of 6,186,070 shares of common stock, representing 5.88% of the class as of 03/31/2026. The filing states Vanguard Portfolio Management has sole dispositive power over 6,186,070 shares and sole voting power over 66,176 shares; these holdings include securities held for Vanguard funds and managed accounts.

The form identifies the issuer CUSIP 90187B804 and lists Vanguard affiliates (Vanguard Fiduciary Trust Company and Vanguard Global Advisers, LLC) as related parties. The filing was signed on 04/29/2026.

Two Harbors Investment Corp. reported net income of $32.3M for the quarter ended March 31, 2026, compared with a net loss of $79.1M a year earlier. Net income attributable to common stockholders was $19.5M, or $0.18 per diluted share, versus a loss of $(0.89) per share in 2025.

The company generated strong net servicing income of $128.3M, partially offset by a net loss of $36.0M on securities, MSR valuation and derivatives. Comprehensive results showed a loss of $11.9M due to a $44.2M unrealized loss on available-for-sale securities.

Total assets were $10.53B and stockholders’ equity $1.73B at March 31, 2026, with a $6.51B Agency and non-Agency securities portfolio and $2.38B of mortgage servicing rights. During the quarter the company repaid $261.9M of convertible senior notes and maintained 105.0 million common shares outstanding as of April 23, 2026.

The company entered into an amended merger agreement with CrossCountry Intermediate Holdco, LLC, increasing the all-cash consideration to $11.30 per common share from $10.80. Preferred shares will remain outstanding at closing and are expected to be redeemed for $25.00 per share plus accrued and unpaid dividends after the merger, which is expected to close in the second half of 2026, subject to stockholder and regulatory approvals.

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. amends its annual report to add full 2025 Part III information on directors, executive compensation and governance. The company reports a book value of $11.13 per share at December 31, 2025, down from $14.47 a year earlier, with total economic return on book value of (12.6)%, or 12.1% excluding a $375 million litigation settlement. Common shareholders received total dividends of $1.52 per share, an average dividend yield of 13.8%.

As of June 30, 2025, non‑affiliate common equity market value was about $1.1 billion, and there were 105,046,333 common shares outstanding as of April 22, 2026. The filing details an eight‑member, largely independent board, robust committee structure, and a pay‑for‑performance program combining base salary, annual cash incentives and equity awards.

For 2025, CEO William Greenberg’s base salary was $1.0 million with a target bonus equal to 200% of salary and long‑term incentives at 350% of salary, split between performance share units and restricted stock units. Annual incentives were driven 70% by absolute and relative total economic return and 30% by strategic and operational goals. Stockholders showed strong support for the program, with approximately 96.6% of votes cast in favor of say‑on‑pay at the 2025 annual meeting.

Two Harbors Investment Corp. is asking common stockholders to approve a merger with CrossCountry Intermediate Holdco, LLC under which each outstanding share of TWO common stock will be converted into the right to receive $10.80 per share in cash (the CCM Merger Consideration). The Board unanimously recommends the merger and has set a virtual special meeting for May 19, 2026 (record date: April 15, 2026).

Each outstanding share of TWO preferred stock will remain outstanding at closing and, promptly after the Effective Time, TWO will deliver a notice of redemption; CCM will deposit in trust $25.00 per preferred share plus accrued unpaid dividends to fund the redemptions. The merger agreement includes customary closing conditions, a termination window to March 27, 2027 (subject to extension), and specified termination-fee arrangements.

Two Harbors Investment Corp. approved an Agreement and Plan of Merger with CrossCountry Intermediate Holdco, LLC and its subsidiary Merger Sub to merge TWO into a wholly owned subsidiary of CCM. At the Effective Time, each share of TWO common stock will convert into the right to receive $10.80 per share in cash. TWO’s outstanding preferred series will remain issued at closing and, promptly after the Effective Time, holders will receive a notice of redemption; CCM will deposit $25.00 per share plus accumulated unpaid dividends in trust for preferred holders for redemption.

The special meeting of TWO common stockholders will vote on (i) the CCM Merger Proposal, (ii) a non-binding compensation advisory vote relating to merger‑related pay, and (iii) an adjournment proposal. The Board unanimously recommends that common stockholders vote FOR all proposals. The CCM Merger Agreement includes customary closing conditions, regulatory clearances (HSR waiting periods), termination rights, and specified termination fees.