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Two Harbors Investment Corp. filings document material-event reporting for an MSR-focused REIT that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. The company’s recent 8-K disclosures cover operating and financial results, material agreements, shareholder voting matters, capital-structure information and governance matters.
The filing record frames the company’s public-company disclosures around its mortgage-related investment portfolio, REIT structure and financing profile. These documents record formal updates on reported results, governance actions and securities-related matters affecting the company’s capital structure.
Two Harbors Investment Corp. disclosed that its ad hoc board committee determined in good faith that an unsolicited cash proposal from CrossCountry Mortgage, LLC at $10.70 per share constitutes a “Company Superior Proposal” under the existing merger agreement with UWM Holdings Corporation. The Company delivered notice to UWMC on March 21, 2026.
After that determination the Committee received an unsolicited cash offer of $10.75 per share from an additional third party the Committee believes could reasonably be expected to lead to a “Company Superior Proposal.” A press release is attached as Exhibit 99.1.
The proxy statement for the UWMC transaction was filed and the related Registration Statement was declared effective on February 9, 2026; the Proxy Statement was filed on February 12, 2026 and will be submitted to Two Harbors stockholders for approval.
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. declared a $0.34 per share common stock dividend for the first quarter of 2026, payable on April 15, 2026 to holders of record at the close of business on April 2, 2026. The company also declared first-quarter preferred dividends: Series A $0.50781, Series B $0.47656, and Series C $0.55899 per share, payable on April 27, 2026 to holders of record at the close of business on April 10, 2026.
TWO reiterates it has entered into a merger agreement with UWM Holdings Corporation, which is expected to close in the second quarter of 2026. TWO states it intends to pay regular quarterly dividends in the ordinary course prior to closing and that it does not intend to pay a partial dividend for the quarter in which the closing occurs if the closing does not occur as of quarter-end.
Two Harbors Investment Corp. disclosed that its Board has received an unsolicited proposal to acquire all outstanding common shares for $10.70 per share in cash. The ad hoc committee of the Board determined in good faith that the unsolicited proposal "could reasonably be expected to lead to a \"Company Superior Proposal\"" under the existing Agreement and Plan of Merger dated December 17, 2025 with UWM Acquisitions 1, LLC and UWM Holdings Corporation ("UWMC").
The filing attaches a press release and reiterates that the Registration Statement including the Proxy Statement was declared effective by the SEC on February 9, 2026 and mailed on or about February 12, 2026. The proposed transaction remains conditioned on stockholder approval and other closing conditions described in the proxy materials.
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. posted a communication on its website regarding the proposed transaction with UWM Holdings Corporation, describing forward-looking statements and directing investors to the Registration Statement on Form S-4 and the proxy statement / prospectus. The filing states the Registration Statement was declared effective on February 9, 2026 and that the proxy statement / prospectus was filed and mailed in February 2026.
Two Harbors Investment Corp. sent a shareholder communication regarding its adjourned Special Meeting now scheduled for March 24, 2026 at 11:00 a.m. ET to solicit additional proxies in support of the proposed acquisition by UWM Holdings Corporation. The notice asks stockholders to contact a toll-free number and references an Investor ID and shareholding information for voting purposes.
The communication discloses that UWMC filed a registration statement on Form S-4 declared effective by the SEC on February 9, 2026, the proxy statement/prospectus was filed on February 12, 2026, and mailings commenced on or about that date. Stockholder approval of the proposed transaction will be sought at the Special Meeting.
Two Harbors Investment Corp. sent a stockholder solicitation on March 16, 2026 requesting votes in favor of its proposed acquisition by UWM Holdings Corporation and noting the Special Meeting was adjourned to March 24, 2026 at 11:00 a.m. Eastern Time.
The Board unanimously recommends voting "FOR" the Merger Proposal, the Non-Binding Compensation Advisory Proposal and the Adjournment Proposal. The communication states that the Registration Statement on Form S-4 was declared effective on February 9, 2026, the proxy statement/prospectus was filed on February 12, 2026, and mailing commenced on or about February 12, 2026.
Two Harbors Investment Corp. disclosed the adjournment of its previously announced virtual special meeting of stockholders in a Form 8-K dated March 16, 2026. The filing restates that the proposed merger with UWM Holdings Corporation ("UWMC") remains subject to customary closing conditions and stockholder approval.
The Form 8-K notes the Registration Statement for the transaction was declared effective on February 9, 2026, and the Proxy Statement was filed and mailed on or about February 12, 2026. A press release about the adjournment is attached as Exhibit 99.1.