TWO: 15-12G · other
Two Harbors Investment Corp. filed a Form 15 on October 8, 2026 to deregister its securities under Section 12(g) and suspend its reporting duties under Sections 13 and 15(d) of the Exchange Act. The filing lists the 9.375% Senior Notes due 2030, common stock, and three series of preferred stock, with only 1 holder of record of common stock and 40 holders of the senior notes — zero preferred holders of record. The deregistration means Two Harbors will cease filing periodic SEC reports, consistent with the company having effectively gone private or completed a major restructuring.
TWO: 25-NSE · delisting
The NYSE filed a Form 25 notifying the SEC that a class of Two Harbors Investment Corp. securities will be removed from listing and registration at the opening of business on October 9, 2026, under Rule 12d2-2(a)(1). The securities were called for redemption on September 28, 2026, and funds sufficient to pay all such securities were deposited with an authorized paying agency and made available to holders that same day. As a result of the redemption call, trading in the securities was suspended on September 28, 2026. This is a routine delisting tied to redemption of the security class rather than a sign of financial difficulty.
TWO: 25 · delisting
Two Harbors Investment Corp. filed a Form 25 on September 24, 2026 to voluntarily withdraw its 9.375% Senior Notes due 2030 from listing and registration on the New York Stock Exchange. The filing cites 17 CFR 240.12d2-2(c), covering voluntary issuer-initiated withdrawal, and was signed by CFO Madhur Agarwal. The delisting applies only to the senior notes; the company's common stock remains listed on the NYSE. Bond delistings of this type are typically administrative and often accompany a redemption or removal from trading of the notes, with limited direct impact on equity holders.
TWO Announces Intention to Voluntarily Delist and Deregister 9.375% Senior Notes due 2030 from the New York Stock Exchange
Two Harbors Investment Corp (TWO) will voluntarily delist and deregister its 9.375% Senior Notes due 2030 (NYSE: TWOD) from the New York Stock Exchange, with a Form 25 filing expected on or about September 24, 2026 and the last trading day set for October 2, 2026. Following the recently completed merger with CrossCountry Mortgage, TWO satisfied and discharged its indenture obligations, and CrossCountry Intermediate HoldCo launched an offer to repurchase all outstanding notes at $26.3841 per note — 104% of the $25.00 principal — plus accrued and unpaid interest. U.S. Bank Trust Company holds $123.1 million in irrevocably deposited funds, sufficient to pay the tender offer, fund future interest, and redeem any untendered notes on May 17, 2027 at par. The move is administrative merger integration, not distress — noteholders are fully funded, and TWO will terminate or suspend its Exchange Act reporting obligations after deregistration.
TWO Announces Offer to Repurchase 9.375% Senior Notes due 2030 and Satisfaction and Discharge of the Related Indenture
Two Harbors Investment Corp (TWO), now a wholly-owned subsidiary of CrossCountry Mortgage following their recently completed merger, launched an offer to repurchase all $115.0 million of its outstanding 9.375% Senior Notes due 2030 (NYSE: TWOD) at $26.3841 per note — 104% of the $25.00 principal plus accrued interest — for expected aggregate consideration of approximately $121.4 million. The offer expires at 5:00 p.m. New York time on October 13, 2026. Concurrently, TWO satisfied and discharged the indenture governing the notes, with the offeror irrevocably depositing $123.1 million with U.S. Bank Trust Company as trustee — sufficient to fund the tender, all future interest, and redemption of any untendered notes, which will be redeemed May 17, 2027 at par (expected $25.0130 per note). TWO intends to delist the notes from the NYSE and terminate its Exchange Act reporting obligations, effectively winding down the last publicly traded security of the former mortgage REIT.
TWO: 8-K · leadership change
Two Harbors Investment Corp. disclosed that five senior officers — CFO William Dellal, CIO Nicholas Letica, CLO/Secretary/CCO Rebecca Sandberg, Chief Risk Officer Robert Rush, and Chief Administrative Officer Alecia Hanson — terminated employment effective September 4, 2026, with CEO William Greenberg expected to depart on October 2, 2026. Each departure constitutes a Qualifying Termination during a Change of Control Period under the Two Harbors Severance Benefits Plan (amended and restated December 16, 2025), and each officer is entering a customary separation and release agreement memorializing plan-consistent compensation and benefits. The board appointed Madhur Agarwal, who has been CFO of parent company CrossCountry Mortgage since 2021, as Two Harbors' Chief Financial Officer effective immediately; he will serve in both roles and receive no additional compensation from Two Harbors. The sweep of departures effectively transfers Two Harbors' leadership to its mortgage-parent as the final step of post-change-of-control integration; holders of the listed preferreds (TWO PRA/PRB/PRC) and 9.375% senior notes due 2030 (TWOD) should monitor for further structural changes.
TWO Announces Redemption of Series A, Series B and Series C Cumulative Redeemable Preferred Stock
CrossCountry Mortgage Completes Acquisition of Two Harbors Investment Corp.
CrossCountry Mortgage has completed its acquisition of Two Harbors Investment Corp. and its subsidiary, RoundPoint Mortgage Servicing LLC. The transaction creates a vertically integrated mortgage platform, combining the nation's largest retail lender with the sixth-largest non-bank servicing portfolio. CEO Ron Leonhardt described the deal as a transformational step that allows the combined company to serve customers throughout the entire loan lifecycle, improving retention and business durability.
TWO Completes Merger with CrossCountry Mortgage
CrossCountry Mortgage completed its previously announced acquisition of Two Harbors Investment Corp., with TWO surviving as a wholly owned subsidiary of CCM. TWO stockholders are entitled to receive $12.00 per share in cash, along with a stub period dividend of $0.20326 per share. As a result of the merger, TWO's common stock has been delisted from the New York Stock Exchange and the company is now privately held.
TWO Announces Receipt of Final Regulatory Approval for Merger with CrossCountry Mortgage
TWO received final regulatory approval for its merger with CrossCountry Mortgage, with the transaction scheduled to close prior to market open on August 25, 2026. TWO stockholders will receive $12.00 per share in cash, after which TWO will survive as a wholly owned subsidiary of CCM. Additionally, shareholders of record on August 24 are entitled to a stub period dividend of $0.20326 per share, paid alongside the merger consideration.
TWO Responds to Baseless Claims by UWMC
Two Harbors (TWO) responded aggressively to a lawsuit filed by UWM Holdings (UWMC), labeling the claims as baseless and reiterating that its $12.00 per share sale to CrossCountry Mortgage is on track for an August close. The company alleged that UWMC's prior stock-for-stock merger offer failed due to a nearly 70% stock decline and an undisclosed $600 million derivatives loss, which undermined UWMC's financing and governance credibility. TWO expressed confidence that discovery would vindicate its position, noting that the CCM transaction was approved by shareholders and only awaits final state regulatory approval.
TWO: 8-K · acquisition merger
Two Harbors Investment Corp. announced that it has received the required state regulatory and agency approvals from all but one state for its pending merger with CrossCountry Intermediate Holdco, LLC. The company intends to issue a press release immediately upon receiving the final outstanding approval and close the transaction on the following business day. Due to the closing date shifting past August 3, 2026, the company adjusted the calculation for the stub period dividend to be paid in connection with the merger. Instead of the previously estimated $0.12196 per share, the dividend will be calculated based on the most recent quarterly dividend of $0.34 per share, multiplied by the number of days elapsed since the end of the second quarter and divided by 92. The stub dividend will be payable to holders of record on the last trading day prior to the effective time of the merger and will be paid concurrently with the merger consideration. The company clarified that this dividend payment will not reduce the total merger consideration payable to holders of TWO common stock.
Brokerages Set Two Harbors Investments Corp (NYSE:TWO) PT at $12.75
Five9 Set to Join S&P SmallCap 600
Five9 will join the S&P SmallCap 600 effective prior to the market open on August 3, 2026, replacing Two Harbors Investment Corp. The replacement is driven by CrossCountry Mortgage's pending acquisition of Two Harbors, which will result in the latter's deletion from the index. Inclusion in the S&P SmallCap 600 typically drives demand from index-tracking funds and enhances the company's public market profile.
TWO Reports Second Quarter 2026 Financial Results
Two Harbors reported Q2 GAAP net income of $49.4 million, or $0.47 per share, swinging from a loss in the prior year, with comprehensive income reaching $47.9 million. The company reported a book value of $10.68 per common share and declared a Q2 dividend of $0.34 per share, alongside a stub period dividend of $0.12196 for Q3 pending the merger close. The pending acquisition by CrossCountry Mortgage remains on track for an August 3, 2026 closing following shareholder approval, with the transaction set at $12.00 per share.
TWO Announces Third Quarter 2026 Stub Period Dividend on Common Stock
Two Harbors Investment Corp. declared a stub period dividend of $0.12196 per share for the third quarter of 2026, contingent on the consummation of its merger with CrossCountry Mortgage, LLC. The dividend is calculated based on a 33-day period ending August 3, 2026, prorated from the company's standard $0.34 quarterly dividend rate. Subject to the merger closing as expected, the dividend will be paid to shareholders of record on July 31, 2026, concurrently with the merger consideration.
9.23% Dividend Yield From Two Harbors Preferred Share; Why Price Matters
All You Need to Know About Two Harbors Investments (TWO) Rating Upgrade to Strong Buy
TWO: 8-K · proxy statement
Two Harbors Investment Corp. stockholders have approved the proposed merger with CrossCountry Intermediate Holdco, LLC at a special meeting held on July 2, 2026. Under the terms of the agreement, each outstanding share of TWO common stock will be converted into the right to receive $12.00 in cash, without interest. Holders of the company's Series A, Series B, and Series C preferred stock will have their shares redeemed at $25.00 per share plus any accumulated and unpaid dividends upon the closing of the transaction. Voting results indicated that 54,297,767 shares were voted in favor of the merger, while 23,570,833 shares were voted against it. Although the merger proposal was approved, stockholders voted against the non-binding advisory proposal regarding executive compensation, with 50,332,251 shares voting against the compensation arrangement. The transaction is moving forward with 48 of the 53 required state regulatory approvals already received and early termination of the Hart-Scott-Rodino waiting period granted. The companies expect the CCM transaction to close in August 2026, subject to the satisfaction of remaining customary closing conditions including final regulatory approvals.
TWO Stockholders Approve CrossCountry Merger
Two Harbors Investment Corp. stockholders voted to approve the previously announced merger with CrossCountry Mortgage, clearing a major hurdle for the transaction to proceed. Under the terms of the deal, each share of TWO common stock will be converted into $12.00 in cash, plus a pro-rated stub dividend, while preferred shares will be redeemed at $25.00 per share plus accrued dividends. The transaction has received early termination of the HSR waiting period and 48 of 53 required state regulatory approvals, with closing expected in August 2026.
TWO Announces Adjournment of Special Meeting
Two Harbors Investment Corp. adjourned its Special Meeting of Stockholders to July 2, 2026, to solicit additional proxies for its acquisition by CrossCountry Intermediate Holdco, LLC. The transaction offers $12.00 per share in cash, representing a 21% premium to TWO's unaffected share price and a 119% premium to tangible book value. The deal is fully financed and on track to close in August 2026, with 47 of 53 required regulatory approvals already secured.
TWO Announces Second Quarter 2026 Common and Preferred Stock Dividends
Two Harbors Investment Corp declared a Q2 common stock dividend of $0.34 per share, payable July 15 to holders of record on July 2. The company confirmed it intends to continue paying regular quarterly dividends through the closing of its previously announced all-cash acquisition by CrossCountry Mortgage, expected in August 2026. Dividends were also declared for Series A, B, and C preferred stock, ranging from approximately $0.48 to $0.57 per share, payable July 27.
TWO Provides Update on UWMC Engagement Following Expiration of Waiver Period
Two Harbors (TWO) announced that rival bidder UWM Holdings (UWMC) failed to submit a revised proposal during a waiver period intended to allow direct engagement. The TWO Board unanimously reaffirms its recommendation for stockholders to vote FOR the all-cash transaction with CrossCountry Mortgage (CCM), which offers $12.00 per share plus a stub dividend. The CCM deal represents a 21% premium to TWO’s unaffected share price and is on track to close in August 2026, with 46 of 53 required regulatory approvals already secured.
TWO: 8-K · other
Two Harbors Investment Corp. (TWO) has postponed its special meeting of stockholders originally scheduled for June 8, 2026. The meeting, which is intended to vote on the proposed transaction with CrossCountry Intermediate Holdco, LLC, will now be held virtually on June 23, 2026. The company stated that there is no change to the record date, the purpose of the meeting, or any of the proposals to be acted upon. This delay appears to be a procedural adjustment to allow more time for shareholder consideration or logistical preparation, rather than a signal of deal failure.
TWO Challenges UWMC to Submit All-Cash Offer With No Stock Component
Two Harbors (TWO) has postponed its special meeting to June 23 to allow rival bidder UWM Holdings (UWMC) to submit an all-cash offer, rejecting UWMC's current proposal which defaults to volatile stock worth only $6.04 per share. The TWO Board continues to recommend the all-cash $12.00 per share offer from CrossCountry Mortgage (CCM), citing UWMC's deteriorating financial condition, including a 50% stock decline, rising leverage to 3.18x, and a 5.75% one-year default probability. CCM has waived non-solicitation provisions through June 12 to permit direct engagement with UWMC, but maintains its $12.00 offer as final, warning that rejection could result in no deal at all.
Two Harbors (TWO) adjourned its special meeting to June 11, 2026, to solicit additional proxies for its all-cash acquisition by CrossCountry Mortgage (CCM). The board unanimously recommends the $12.00 per share deal, which represents a 21% premium to the unaffected share price and is fully financed with no contingencies. The company explicitly rejected a competing proposal from UWM Holdings (UWMC), citing structural deficiencies and the risk that UWMC’s stock-for-stock offer would leave 25-30% of stockholders with devalued consideration.
TWO: 8-K · litigation
Two Harbors Investment Corp. (TWO) disclosed a lawsuit filed by stockholder George Assad seeking to block the upcoming May 19, 2026 special meeting and the proposed merger with CrossCountry Intermediate Holdco, LLC (CCM). The complaint alleges that the Board’s proxy statement is materially misleading because it fails to disclose that the Board rejected a higher $12.50 per share cash offer from UWM Holdings Corporation (UWMC) in favor of a lower $12.00 per share offer from CCM to protect management jobs and accelerate approximately $35 million in compensation payouts. The plaintiff argues that the Board engaged in self-dealing by doubling the termination fee payable to CCM to $50 million without receiving incremental value, thereby raising the barrier for UWMC or other bidders. The lawsuit seeks a temporary restraining order to enjoin the stockholder vote until corrective disclosures are made, claiming that the Board’s recommendation reflects personal interest rather than independent business judgment. Two Harbors stated that the claims are without merit but disclosed the complaint to avoid delaying the merger. A hearing on the requested restraining order is scheduled for May 18, 2026, one day before the special meeting. The filing also notes that UWMC filed a proxy statement stating its positions on the vote, further highlighting the contested nature of the transaction.
CrossCountry Mortgage to Provide Additional Cash Value to Two Harbors Stockholders
CrossCountry Mortgage (CCM) will provide a pro-rated dividend to Two Harbors (TWO) stockholders for the quarter in which the acquisition closes, subject to funds being legally available. Based on TWO's most recent quarterly dividend, the pro-rated dividend would add up to $0.34 per share to the total cash value received by TWO stockholders. Assuming a third quarter closing, the total cash value delivered to all TWO stockholders would be approximately $12.45 to $12.68 per share, which is a significant improvement over UWM Holdings Corporation's (UWMC) uncertain and non-binding proposal.
TWO Board Unanimously Rejects UWMC's Latest Illusory, Predatory and Unactionable Proposal
TWO's board unanimously rejected UWMC's latest proposal, citing numerous issues and risks. The board continues to recommend the CCM transaction, which offers $12.00 per share in cash. The CCM deal represents a 21% premium to TWO's unaffected share price and a 119% premium to its fully diluted tangible book value. It also has 35 out of 53 required state regulatory approvals already in place. UWMC's proposal is structured to advantage UWMC, not TWO stockholders, with a default consideration of UWMC stock currently worth $7.58 per share. The board is concerned about UWMC's financial condition, including a recent Fitch downgrade and a high leverage ratio. ISS acknowledged the CCM offer as compelling but did not explicitly recommend it. The TWO board urges stockholders to vote FOR the CCM transaction at the Special Meeting of Stockholders on May 19, 2026.
TWO Reaffirms Unanimous Recommendation for All-Cash CrossCountry Transaction and Responds to UWM Holdings
TWO's Board unanimously rejected UWM Holdings' revised unsolicited proposal, reaffirming support for the all-cash $11.30 per share merger with CrossCountry Mortgage (CCM). The Board cited significant risks with the UWMC offer, including lack of committed financing, a weaker balance sheet, and a blended value of approximately $10.96 to $11.13 per share that is below CCM's certain cash price. The CCM transaction is expected to close in Q3 2026, with fully committed financing and over 20 state licensing approvals already obtained.
TWO Reports First Quarter 2026 Financial Results
Two Harbors entered a definitive merger agreement with CrossCountry Mortgage, terminating its prior deal with UWM Holdings, and secured an increased cash consideration of $11.30 per share. For the first quarter, the company reported GAAP net income of $19.5 million, or $0.18 per share, and declared a dividend of $0.34 per share. Book value stood at $10.57 per share, and the Board unanimously recommends voting in favor of the transaction expected to close in the second half of 2026.
TWO and CrossCountry Mortgage, LLC Announce Amended Merger Agreement
TWO and CrossCountry Mortgage amended their merger agreement, increasing the all-cash consideration to $11.30 per share from the previous $10.80. The price increase follows the TWO Board's review of an unsolicited competing proposal from UWM Holdings, which was ultimately rejected in favor of the revised CrossCountry offer. The special meeting of stockholders is scheduled for May 19, 2026, with the Board unanimously recommending a vote FOR the transaction, which is not subject to any financing condition.
