[SCHEDULE 13G] TWO HARBORS INVESTMENT CORP. Passive Investment Disclosure (>5%)
Glazer Capital reports 7.49% stake in Two Harbors
Glazer Capital, LLC and Paul J. Glazer report beneficial ownership of Two Harbors Investment Corp. common stock on a Schedule 13G. They report beneficial ownership of 7,871,945 shares of common stock, representing 7.49% of the class.
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Glazer Capital, LLC and Paul J. Glazer report beneficial ownership of Two Harbors Investment Corp. common stock on a Schedule 13G. They report beneficial ownership of 7,871,945 shares of common stock, representing 7.49% of the class.
The reporting parties have shared voting and dispositive power over all 7,871,945 shares and no sole voting or dispositive power. The shares are held by certain funds and managed accounts for which Glazer Capital serves as investment manager, including Glazer Capital Enhanced Master Fund, Ltd., which has the right to receive or direct the receipt of proceeds from the sale of more than 5% of the outstanding common stock. The reporting persons state that the filing does not constitute an admission of beneficial ownership under Section 13.
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 sharesCommon stock beneficially owned by the reporting persons
Percent of class7.49%Percentage of Two Harbors common stock outstanding
Shared voting power7,871,945 sharesShares over which the reporting persons share voting power
Shared dispositive power7,871,945 sharesShares over which the reporting persons share dispositive power
Sole voting power0 sharesShares over which the reporting persons have sole voting power
Sole dispositive power0 sharesShares over which the reporting persons have sole dispositive power
"This statement is filed by Glazer Capital, LLC on Schedule 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficial ownerregulatory
"not be construed as an admission that any of the Reporting Persons is the beneficial owner"
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.
shared dispositive powerfinancial
"Shared Dispositive Power 7,871,945.00"
percent of classfinancial
"Percent of class: 7.49%"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Two Harbors Investment Corp. (TWO) is reported by Glazer Capital?
Glazer Capital and Paul J. Glazer report beneficial ownership of 7,871,945 shares of Two Harbors common stock, representing 7.49% of the outstanding class, with shared voting and dispositive power over all such shares.
Who are the reporting persons in this Schedule 13G for Two Harbors (TWO)?
The Schedule 13G is filed by Glazer Capital, LLC, a Delaware limited liability company, and Paul J. Glazer, its Managing Member, regarding shares held by certain Glazer-managed funds and accounts.
What voting and dispositive powers over Two Harbors (TWO) shares are reported?
The reporting persons disclose 0 shares with sole voting or dispositive power and 7,871,945 shares with shared voting power and shared dispositive power, reflecting control exercised jointly through Glazer-managed funds.
Which Glazer fund holds more than 5% of Two Harbors (TWO) common stock?
The filing notes that 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 Two Harbors’ outstanding common stock.
Do Glazer Capital and Paul J. Glazer admit beneficial ownership of Two Harbors (TWO) shares?
The reporting persons expressly state that filing this Schedule 13G should not be construed as an admission that they are beneficial owners of the reported shares for purposes of Section 13 of the Exchange Act.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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 Number(s):
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 acquired and are held in the ordinary course of business and 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.
