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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 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.
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. is an internally managed mortgage REIT that focuses on mortgage servicing rights (MSR) and Agency residential mortgage-backed securities (RMBS), using interest rate and prepayment analytics, moderate leverage and hedging to generate long-term stockholder value while maintaining REIT and 1940 Act exemptions.
The company services and originates mortgages through RoundPoint, finances assets mainly with repurchase agreements and MSR facilities, and operates under extensive mortgage, consumer and data-privacy regulation. It has agreed to an all-stock Merger under which each common share will be exchanged for 2.3328 shares of newly issued Class A common stock, with closing expected in the second quarter of 2026 subject to stockholder and regulatory approvals.
Two Harbors Investment Corp. is asking stockholders to approve a stock‑for‑stock merger with UWMC, where each share of TWO common stock will be converted into 2.3328 shares of UWMC Class A common stock. Based on the record date share count, about 245,044,748 UWMC Class A shares are expected to be issued.
Two Harbors’ preferred shares will convert into newly created UWMC preferred series on a one‑for‑one basis, preserving dividend rates. After closing, former Two Harbors common holders are expected to own about 13% of UWMC on a fully diluted basis, while an existing UWMC holder, SFS Holdings Corp., will retain roughly 79% of total voting power. The special meeting will be held virtually on March 16, 2026, and the board unanimously recommends voting FOR the merger and related proposals. The deal includes a $25.4 million termination fee in certain circumstances, no appraisal rights for TWO holders, and is intended to be tax‑free as a reorganization under Section 368(a).
Two Harbors Investment Corp. filed a current report to furnish its financial results for the quarter ended December 31, 2025. The company issued a press release and a fourth quarter 2025 earnings call presentation, which are provided as exhibits and incorporated by reference for informational purposes.
The report also includes extensive forward-looking statements describing a proposed acquisition involving Two Harbors and Holding Corporation. It discusses expected benefits, integration plans, issuance of common and preferred stock, and the planned use of a Form S-4 registration statement and joint proxy statement/prospectus in connection with stockholder approval of the proposed transaction.
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.'s Chief Accounting Officer, Jillian Halm, reported a small insider sale of company stock. On January 15, 2026, she sold 379 shares of common stock at a price of $13.18 per share.
According to the filing, these shares were sold to cover shares incurred from the vesting of previously granted restricted stock units and were executed under a pre-established Rule 10b5-1 trading plan dated February 17, 2021. After this transaction, Halm directly holds 18,833 shares of Two Harbors common stock.
Two Harbors Investment Corp.'s Chief Accounting Officer, Jillian Halm, reported a stock award vesting and a related share sale. On January 12, 2026, she acquired 1,847 shares of common stock at $0 per share, representing shares received upon vesting of previously granted performance share units under the company plan. On the same date, she sold 1,744 shares at a weighted average price of $12.25 per share, with individual sale prices ranging from $12.23 to $12.30, to cover income tax liabilities from the vesting of restricted and performance share units.
The sale was executed under pre-set trading instructions established on February 17, 2021 in accordance with Rule 10b5-1. After these transactions, she directly owned 19,212 shares of Two Harbors common stock.
Two Harbors Investment Corp. executive reports small stock sale under 10b5-1 plan. EVP Servicing Ops RoundPoint James D. Campbell reported selling 1,692 shares of Two Harbors common stock on 01/12/2026 at $12.39 per share. According to the disclosure, the shares were sold to cover income tax liabilities triggered by the vesting of previously granted restricted stock units, rather than as a discretionary sale. After this transaction, Campbell directly beneficially owns 37,056 shares of the company’s common stock. The filing notes that the sale was effected under trading instructions given on January 29, 2025 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
Two Harbors Investment Corp. executive reports small share sales to cover taxes. EVP and General Counsel RoundPoint Nathan Boucher reported selling 601 shares of Two Harbors common stock on January 9, 2026 at $12.37 per share and 666 shares on January 12, 2026 at $12.25 per share. These transactions were made to satisfy income tax liabilities arising from the vesting of previously granted restricted stock units and were carried out under pre-established trading instructions pursuant to Rule 10b5-1. Following these sales, Boucher directly beneficially owns 27,249 shares of Two Harbors common stock.