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. 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.
The Vanguard Group filed an amendment to its Schedule 13G reporting for Two Harbors Investment Corp common stock, stating it beneficially owns 0 shares, representing 0% of the class. The filing explains an internal realignment effective January 12, 2026 that led certain Vanguard subsidiaries or business divisions to report separately, and the amendment is signed by Ashley Grim on 03/27/2026.
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 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.