8-K - Two Harbors Investment Corp. | StockGist

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Two Harbors Investment Corp. entered into a definitive merger agreement with CrossCountry Intermediate Holdco, LLC, under which Two Harbors will be acquired for $10.80 per share in cash. The company also terminated its prior merger agreement with UWM Holdings Corporation, with CrossCountry paying a $25.4 million termination fee on Two Harbors' behalf.

Key Takeaways

1Two Harbors entered into a definitive merger agreement with CrossCountry Intermediate Holdco, LLC on March 27, 2026.

2Each outstanding share of Two Harbors common stock will be converted into the right to receive $10.80 in cash upon the merger's completion.

3The merger is subject to customary closing conditions, including approval by Two Harbors stockholders and regulatory clearances.

4Two Harbors terminated its prior merger agreement with UWM Holdings Corporation, dated December 17, 2025.

5CrossCountry, on behalf of Two Harbors, paid a $25.4 million termination fee to UWM in connection with the termination.

6The Two Harbors Board of Directors unanimously approved the merger agreement and recommends that stockholders approve it.

Current Report Details

Event Type

Material Agreement

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement . On March 27, 2026, Two Harbors Investment Corp., a Maryland corporation (“Two Harbors”), entered into an Agreement

Material Agreement

$10.80$25.00

1.02

Termination of a Material Definitive Agreement. As previously disclosed, on December 17, 2025, Two Harbors entered into an Agreement and Plan of Merger (the “UW

Material Agreement

$25.4M

7.01

of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the

Regulation Fd

9.01

Financial Statements and Exhibits. (d) Exhibits . The following exhibits are filed with this report on Form 8-K: Exhibit No. Description 2.1† Agreement and Plan

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Two Harbors Investment Corp.
Consideration: $10.80 per share in cash for common stock; $25.00 per share plus accumulated unpaid dividends for preferred stock.
Structure: Merger of CrossCountry Merger Corp. with and into Two Harbors, with Two Harbors surviving as a wholly owned subsidiary of CrossCountry Intermediate Holdco, LLC.

•Subject to Two Harbors stockholder approval.
•Subject to regulatory approvals, including under the Hart-Scott-Rodino Act.
•Subject to the absence of a material adverse effect.
•Expected to close in the second half of 2026.

Material Agreement

Agreement: Agreement and Plan of Merger
Parties: Two Harbors Investment Corp., CrossCountry Intermediate Holdco, LLC, CrossCountry Merger Corp.

•Merger Sub will merge with and into Two Harbors, with Two Harbors surviving as a wholly owned subsidiary of CCM.
•Each outstanding share of Two Harbors common stock will be converted into the right to receive $10.80 in cash.
•Each outstanding share of Two Harbors' Series A, Series B, and Series C Preferred Stock will remain issued and outstanding and be redeemed for $25.00 per share plus accumulated unpaid dividends after the merger.
•Completion is subject to conditions including stockholder approval, regulatory clearances, and the absence of a material adverse effect.

Exhibits (3)

2.1

EXHIBIT 2.1

8-K

FORM 8-K

99.1

EXHIBIT 99.1