Glazer Capital, LLC and Paul J. Glazer report beneficial ownership of Two Harbors Investment Corp. common stock on a Schedule 13G/A. They report beneficial ownership of 7,871,945 shares of common stock, representing 7.49% of the class, held through certain funds and managed accounts for which Glazer Capital serves as investment manager.
The reporting persons have shared voting and dispositive power over all 7,871,945 shares and no sole voting or dispositive power. Glazer Capital Enhanced Master Fund, Ltd. has the right to receive or direct the receipt of proceeds from the sale of more than 5% of the outstanding shares. The amendment corrects an earlier inadvertent error in the rule designation.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:7,871,945 sharesPercent of class:7.49%Shared voting power:7,871,945 shares+3 more
6 metrics
Shares beneficially owned7,871,945 sharesTwo Harbors common stock reported by Glazer Capital and Paul J. Glazer
Percent of class7.49%Portion of Two Harbors common stock class beneficially owned
Shared voting power7,871,945 sharesShares over which the reporting persons share voting power
Sole voting power0 sharesShares over which the reporting persons have sole voting power
Shared dispositive power7,871,945 sharesShares over which the reporting persons share dispositive power
Sole dispositive power0 sharesShares over which the reporting persons have sole dispositive power
"the beneficial owner of the shares of Common Stock reported herein"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"Shared Voting Power 7,871,945.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Shared Dispositive Power 7,871,945.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Schedule 13G/Aregulatory
"This amendment is being filed to correct an inadvertent error"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Investment Company Act of 1940regulatory
"an investment company registered under the Investment Company Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
What percentage of Two Harbors Investment Corp. (TWO) does Glazer Capital beneficially own?
Glazer Capital and Paul J. Glazer report beneficial ownership of 7.49% of Two Harbors Investment Corp. common stock, representing 7,871,945 shares held through certain funds and managed accounts for which Glazer Capital serves as investment manager.
How many Two Harbors (TWO) shares does Glazer Capital report on this Schedule 13G/A?
The reporting persons disclose beneficial ownership of 7,871,945 shares of Two Harbors common stock, representing 7.49% of the class, with shared voting and dispositive power over all of these shares and no sole voting or dispositive power.
Who are the reporting persons in the Two Harbors (TWO) Schedule 13G/A amendment?
The Schedule 13G/A is filed by Glazer Capital, LLC, a Delaware limited liability company, and Paul J. Glazer, its Managing Member, regarding Two Harbors common stock held by certain Glazer-managed funds and accounts collectively referred to as the Glazer Funds.
Which Glazer fund holds more than 5% of Two Harbors (TWO) shares?
The filing states that Glazer Capital Enhanced Master Fund, Ltd., one of the Glazer Funds, has the right to receive or direct the receipt of proceeds from the sale of more than 5% of the outstanding Two Harbors common stock.
What is the purpose of this amended Schedule 13G/A for Two Harbors (TWO)?
The amendment states it is filed to correct an inadvertent error in the rule designation in a prior Schedule 13G filing, while confirming beneficial ownership of 7,871,945 shares (7.49% of the class) by the reporting persons.
Does Glazer Capital have sole or shared voting power over its Two Harbors (TWO) position?
The reporting persons disclose 0 shares with sole voting or dispositive power and 7,871,945 shares with shared voting and shared dispositive power, reflecting their role as investment manager for the Glazer Funds.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
TWO HARBORS INVESTMENT CORP.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
90187B804
(CUSIP Number)
08/03/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
90187B804
1
Names of Reporting Persons
Glazer Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,871,945.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,871,945.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,871,945.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.49 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
90187B804
1
Names of Reporting Persons
Paul J. Glazer
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,871,945.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,871,945.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,871,945.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.49 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TWO HARBORS INVESTMENT CORP.
(b)
Address of issuer's principal executive offices:
1601 Utica Avenue South, Suite 900, St. Louis Park, Minnesota 55416
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Glazer Capital, LLC, a Delaware limited liability company ("Glazer Capital"), with respect to the shares of Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the "Glazer Funds"); and
(ii) Mr. Paul J. Glazer ("Mr. Glazer"), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock (as defined in Item 2(d)) reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019.
(c)
Citizenship:
Glazer Capital is a Delaware limited liability company. Mr. Glazer is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
90187B804
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
7,871,945
(b)
Percent of class:
7.49%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
7,871,945
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
7,871,945
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. Glazer Capital Enhanced Master Fund, Ltd., a Glazer Fund, has the right to receive or the power to direct the receipt of the proceeds from the sale of more than 5% of the shares of Common Stock outstanding.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Glazer Capital, LLC
Signature:
Paul J. Glazer
Name/Title:
Paul J. Glazer, Managing Member
Date:
08/10/2026
Paul J. Glazer
Signature:
Paul J. Glazer
Name/Title:
Paul J. Glazer
Date:
08/10/2026
Comments accompanying signature: This amendment is being filed to correct an inadvertent error in the rule designation. The prior filing incorrectly selected Rule 13d-1(b) instead of Rule 13d-1(c).