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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 19, 2025
Two Harbors Investment
Corp.
(Exact name of registrant
as specified in its charter)
| Maryland |
|
001-34506 |
|
27-0312904 |
(State or
other jurisdiction of incorporation or
organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
| 1601 Utica Avenue South, Suite 900 |
St. Louis Park, MN |
55416 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(612) 453-4100
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class: |
|
Trading
Symbol(s) |
|
Name of Exchange on Which
Registered: |
| Common Stock, par value $0.01 per share |
|
TWO |
|
New York Stock Exchange |
| 8.125% Series A Cumulative Redeemable Preferred Stock |
|
TWO PRA |
|
New York Stock Exchange |
| 7.625% Series B Cumulative Redeemable Preferred Stock |
|
TWO PRB |
|
New York Stock Exchange |
| 7.25% Series C Cumulative Redeemable Preferred Stock |
|
TWO PRC |
|
New York Stock Exchange |
| 9.375% Senior Notes Due 2030 |
|
TWOD |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
Growth Company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry Into a Material Definitive Agreement. |
On
September 19, 2025, Two Harbors Investment Corp. (“Two Harbors,” “we,”
“our” or “us”) filed a new prospectus supplement with the Securities and Exchange Commission (the “SEC”)
relating to the offer and sale of shares of Two Harbors common stock (“Shares“) under the Company’s existing at-the-market
equity offering program (the “ATM Program”). The new prospectus supplement was filed as a result of Two Harbors amending and
restating the Equity Distribution Agreement with Citizens JMP Securities, LLC (“Citizens”) and entering into a separate Equity
Distribution Agreement with BTIG, LLC (“BTIG” and together with Citizens, the “Sales Agents”) (collectively, the
“Equity Distribution Agreements”). Pursuant to the Equity Distribution Agreements, Two Harbors may offer and sell up to 15,000,000
Shares from time to time through the Sales Agents.
Sales
of the Shares, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings
as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the NYSE or sales made to or
through a market maker other than on an exchange. The Sales Agents will make all sales using commercially reasonable efforts consistent
with their normal trading and sales practices, on mutually agreed upon terms between the Sales Agents and Two Harbors. The Sales Agents
will be entitled to total compensation of up to 2% of the gross proceeds from the sale of the Shares sold under the Equity Distribution
Agreements.
Two
Harbors has agreed to indemnify the Sales Agents against certain specified types of liabilities, including liabilities under the Securities
Act, or to contribute to payments that the Sales Agents may be required to make because of those liabilities. The Sales Agents or their
respective affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services
with, and have provided and may in the future provide financial advisory services to, Two Harbors and its affiliates for which they have
received or may receive customary fees and expenses.
The
foregoing description of the Equity Distribution Agreements is not complete and is qualified in its entirety by reference to the entire
Equity Distribution Agreements, copies of which are attached hereto as Exhibit 1.1 and Exhibit 1.2,
and incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
have been any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
|
| No. |
Description |
| |
|
| 1.1 |
Amended and Restated Equity Distribution Agreement, dated September 19, 2025, by and between
Two Harbors and Citizens JMP Securities, LLC |
| |
|
| 1.2 |
Equity Distribution Agreement, dated September 19, 2025, by and between Two Harbors and BTIG,
LLC |
| |
|
| 5.1 |
Opinion
of Ballard Spahr LLP with respect to the legality of the Shares. |
| |
|
| 23.1 |
Consent
of Ballard Spahr LLP (included in Exhibit 5.1 hereto). |
| |
|
| 104 |
Cover Page Interactive
Data File, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
TWO HARBORS INVESTMENT CORP. |
| |
|
|
| |
By: |
/s/ Rebecca B. Sandberg |
| |
|
Rebecca B. Sandberg |
| |
|
Chief Legal Officer and Secretary |
| |
|
|
| Date: September 19, 2025 |
|
|
