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Two Harbors Investment Corp. reports that CrossCountry Intermediate Holdco, LLC and its merger subsidiary have waived a merger agreement restriction to allow a pro-rated “Permitted Stub Period Dividend” on Two Harbors common stock if the CCM merger closes mid‑quarter rather than on a quarter end. Two Harbors still plans to pay its regular quarterly dividends in the ordinary course for completed quarters. The stub dividend per share will equal the most recent quarterly common dividend actually paid before closing, up to $0.34 per share, multiplied by the days from the prior quarter end through the day before closing, and divided by the number of days in that quarter. The record date will be immediately before the effective time of the CCM merger, and only holders of record at that time will receive the stub dividend, which will be paid only if the merger closes.
UWM Holdings Corporation urges Two Harbors stockholders to reject the Proposed CrossCountry Mortgage merger and supports UWMC’s superior $12.50 per-share or 2.3328 share alternative from its May 11 proposal. UWM cites recommendations from ISS and Glass Lewis against the CCM deal, highlights Glass Lewis’s view that UWMC has $424 million in cash and argues Two Harbors’ board misstates regulatory and closing risk. UWM also criticizes the size of executive golden parachute payments and references a $375 million Pine River settlement impact. The company urges stockholders to vote NO at the May 19, 2026 special meeting.
UWM Holdings Corporation filed a preliminary Schedule 14A and urged Two Harbors Investment Corp. stockholders to vote AGAINST the proposed CrossCountry Mortgage merger at the May 19, 2026 special meeting. Institutional Shareholder Services (ISS) recommended that Two Harbors stockholders reject the CCM transaction and the related golden parachute and adjournment proposals, citing concerns about the Two Harbors board’s process and noting UWMC’s competing $12.50 or stock-upside proposal versus the CCM $12.00 per-share merger offer.
UWMC asks stockholders to use Two Harbors’ proxy card now to record votes against the CCM merger, the Non-Binding Compensation Advisory Proposal, and the Adjournment Proposal and says its definitive proxy materials will follow.
UWMC (UWM Holdings Corporation) solicits Two Harbors (TWO) stockholders to vote against the proposed merger with CrossCountry Mortgage and announces a revised acquisition proposal of $12.50 per share in cash or 2.3328 shares of UWMC stock. UWMC urges stockholders to read its preliminary proxy and to vote at the special meeting on May 19, 2026.
Two Harbors Investment Corp. entered into a second amendment to its merger agreement with CrossCountry Intermediate Holdco, LLC, raising the all-cash price for each share of TWO common stock to $12.00, up from $11.30 in the prior amendment. The termination fee payable by Two Harbors to CrossCountry under certain circumstances increases from $50.0 million to $51.0 million. The amendment also updates financing terms to reference a $1.4 billion unsecured financing commitment obtained by CrossCountry and adds customary financing cooperation covenants. Two Harbors’ board unanimously approved the changes and reaffirmed its recommendation that stockholders approve the merger.
In the related press release, Two Harbors and CrossCountry highlight that the $12.00 per-share cash consideration represents a $0.70 increase and a 21% premium to Two Harbors’ unaffected share price, and note a broader $3.4 billion financing package and significant progress on regulatory approvals. The transaction is expected to close in the third quarter of 2026, after which Two Harbors’ common stock will be delisted and the company will become a wholly owned subsidiary of CrossCountry.
CrossCountry Intermediate Holdco, LLC urges Two Harbors Investment Corp. stockholders to approve a signed merger agreement providing $11.30 per share in cash, arguing its transaction is fully financed and offers a faster, more certain path to closing than UWM’s competing non-binding proposal.
The statement cites $2.0 billion of committed secured financing plus a $1.4 billion unsecured commitment (totaling $3.4 billion), contrasts an $8.26 default stock consideration and a $12.00 headline cash election from UWM, and highlights regulatory progress toward an August 2026 closing and a May 19, 2026 special meeting.
Two Harbors Investment Corp beneficial ownership disclosure: Vanguard Capital Management reports beneficial ownership of 5,422,979 shares of Common Stock, representing 5.16% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over 5,422,979 shares and sole voting power over 771,699 shares, and that the total reflects holdings across Vanguard affiliates and managed funds.
Two Harbors Investment Corp Schedule 13G shows Vanguard Portfolio Management reports beneficial ownership of 6,186,070 shares of common stock, representing 5.88% of the class as of 03/31/2026. The filing states Vanguard Portfolio Management has sole dispositive power over 6,186,070 shares and sole voting power over 66,176 shares; these holdings include securities held for Vanguard funds and managed accounts.
The form identifies the issuer CUSIP 90187B804 and lists Vanguard affiliates (Vanguard Fiduciary Trust Company and Vanguard Global Advisers, LLC) as related parties. The filing was signed on 04/29/2026.
Two Harbors Investment Corp. reported net income of $32.3M for the quarter ended March 31, 2026, compared with a net loss of $79.1M a year earlier. Net income attributable to common stockholders was $19.5M, or $0.18 per diluted share, versus a loss of $(0.89) per share in 2025.
The company generated strong net servicing income of $128.3M, partially offset by a net loss of $36.0M on securities, MSR valuation and derivatives. Comprehensive results showed a loss of $11.9M due to a $44.2M unrealized loss on available-for-sale securities.
Total assets were $10.53B and stockholders’ equity $1.73B at March 31, 2026, with a $6.51B Agency and non-Agency securities portfolio and $2.38B of mortgage servicing rights. During the quarter the company repaid $261.9M of convertible senior notes and maintained 105.0 million common shares outstanding as of April 23, 2026.
The company entered into an amended merger agreement with CrossCountry Intermediate Holdco, LLC, increasing the all-cash consideration to $11.30 per common share from $10.80. Preferred shares will remain outstanding at closing and are expected to be redeemed for $25.00 per share plus accrued and unpaid dividends after the merger, which is expected to close in the second half of 2026, subject to stockholder and regulatory approvals.
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.