The Vanguard Group filed an amendment to its Schedule 13G reporting for Two Harbors Investment Corp common stock, stating it beneficially owns 0 shares, representing 0% of the class. The filing explains an internal realignment effective January 12, 2026 that led certain Vanguard subsidiaries or business divisions to report separately, and the amendment is signed by Ashley Grim on 03/27/2026.
Two Harbors Investment Corp. agreed to be acquired by CrossCountry Intermediate Holdco, LLC in an all-cash merger. At closing, each share of common stock will be converted into the right to receive $10.80 in cash per share, after which the common shares will be cancelled.
Two Harbors’ Series A, B and C preferred shares will remain outstanding at closing and then be redeemed for $25.00 per share plus any accumulated and unpaid dividends. Equity awards, including RSUs, PSUs (at least at target or actual performance, as determined) and restricted stock, will be cashed out at the merger price. The deal was unanimously approved by the board, is subject to stockholder and regulatory approvals and replaces a prior UWM merger agreement, which was terminated with a $25.4 million cash termination fee paid to UWM on Two Harbors’ behalf.
Two Harbors Investment Corp. disclosed that an ad hoc board committee has determined CrossCountry Mortgage’s unsolicited cash offer of $10.70 per share for all outstanding common stock is a “Company Superior Proposal” under its existing merger agreement with UWM Holdings Corporation.
The committee also received a separate unsolicited proposal from another third party that includes a cash offer of $10.75 per share and payment of the $25.4 million termination fee owed to UWMC if the current merger agreement is terminated. The UWMC merger agreement remains in effect, and UWMC has a match right period through March 25, 2026 to propose revised terms.
Two Harbors and UWMC are in discussions regarding UWMC’s revised proposal, and there is no assurance that any alternative transaction will be completed. In response to these developments, Two Harbors has postponed its special meeting of stockholders to April 7, 2026.
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 small insider sale of company stock. On January 15, 2026, she sold 379 shares of common stock at a price of $13.18 per share.
According to the filing, these shares were sold to cover shares incurred from the vesting of previously granted restricted stock units and were executed under a pre-established Rule 10b5-1 trading plan dated February 17, 2021. After this transaction, Halm directly holds 18,833 shares of Two Harbors common stock.
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.