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 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.
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).