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Two Harbors Investment Corp. reported first quarter 2026 results and highlighted an amended merger agreement with CrossCountry Mortgage. CCM will now pay $11.30 in cash per TWO common share, increased from $10.80, with closing still expected in the second half of 2026, subject to stockholder and regulatory approvals.
Common shareholders saw book value decline to $10.57 per share and a comprehensive loss of $24.7 million, or $(0.24) per basic common share, driven largely by MSR and securities fair value losses. GAAP net income attributable to common stockholders was $19.5 million, while Earnings Available for Distribution, a non-GAAP measure used to gauge dividend capacity, were $35.8 million, or $0.34 per basic common share, matching the declared quarterly dividend.
The company maintained an MSR-focused portfolio totaling $11.9 billion of Agency RMBS, MSR and related positions including TBAs, and an economic debt-to-equity ratio of 6.4:1. Management noted lower net interest expense from reduced financing costs, but also higher merger-related expenses tied to the CCM transaction and termination of the prior UWM merger agreement. Preferred stockholders are expected to be redeemed for $25.00 per share plus accrued dividends after the merger closes, and the board continues to recommend stockholders vote in favor of the CCM merger.
Two Harbors Investment Corp. amends its annual report to add full 2025 Part III information on directors, executive compensation and governance. The company reports a book value of $11.13 per share at December 31, 2025, down from $14.47 a year earlier, with total economic return on book value of (12.6)%, or 12.1% excluding a $375 million litigation settlement. Common shareholders received total dividends of $1.52 per share, an average dividend yield of 13.8%.
As of June 30, 2025, non‑affiliate common equity market value was about $1.1 billion, and there were 105,046,333 common shares outstanding as of April 22, 2026. The filing details an eight‑member, largely independent board, robust committee structure, and a pay‑for‑performance program combining base salary, annual cash incentives and equity awards.
For 2025, CEO William Greenberg’s base salary was $1.0 million with a target bonus equal to 200% of salary and long‑term incentives at 350% of salary, split between performance share units and restricted stock units. Annual incentives were driven 70% by absolute and relative total economic return and 30% by strategic and operational goals. Stockholders showed strong support for the program, with approximately 96.6% of votes cast in favor of say‑on‑pay at the 2025 annual meeting.
Two Harbors Investment Corp. is asking common stockholders to approve a merger with CrossCountry Intermediate Holdco, LLC under which each outstanding share of TWO common stock will be converted into the right to receive $10.80 per share in cash (the CCM Merger Consideration). The Board unanimously recommends the merger and has set a virtual special meeting for May 19, 2026 (record date: April 15, 2026).
Each outstanding share of TWO preferred stock will remain outstanding at closing and, promptly after the Effective Time, TWO will deliver a notice of redemption; CCM will deposit in trust $25.00 per preferred share plus accrued unpaid dividends to fund the redemptions. The merger agreement includes customary closing conditions, a termination window to March 27, 2027 (subject to extension), and specified termination-fee arrangements.
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. 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).
Two Harbors Investment Corp. filed a current report to furnish its financial results for the fiscal quarter ended December 31, 2025. The company issued a press release and a 2025 Fourth Quarter Earnings Call Presentation, which are attached as Exhibits 99.1 and 99.2 and incorporated by reference.
The filing also includes extensive forward-looking statements related to a proposed acquisition between Two Harbors and another holding corporation, describing expected benefits, integration plans, issuance of common and preferred stock, and the use of a Form S-4 registration statement and proxy statement/prospectus. Investors are directed to review the registration statement and related proxy materials on the SEC’s website and the companies’ investor relations sites for detailed information on the transaction and the associated stockholder vote.
Two Harbors Investment Corp.'s Chief Accounting Officer, Jillian Halm, reported a stock award vesting and a related share sale. On January 12, 2026, she acquired 1,847 shares of common stock at $0 per share, representing shares received upon vesting of previously granted performance share units under the company plan. On the same date, she sold 1,744 shares at a weighted average price of $12.25 per share, with individual sale prices ranging from $12.23 to $12.30, to cover income tax liabilities from the vesting of restricted and performance share units.
The sale was executed under pre-set trading instructions established on February 17, 2021 in accordance with Rule 10b5-1. After these transactions, she directly owned 19,212 shares of Two Harbors common stock.
Two Harbors Investment Corp. executive reports small stock sale under 10b5-1 plan. EVP Servicing Ops RoundPoint James D. Campbell reported selling 1,692 shares of Two Harbors common stock on 01/12/2026 at $12.39 per share. According to the disclosure, the shares were sold to cover income tax liabilities triggered by the vesting of previously granted restricted stock units, rather than as a discretionary sale. After this transaction, Campbell directly beneficially owns 37,056 shares of the company’s common stock. The filing notes that the sale was effected under trading instructions given on January 29, 2025 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.