Form 8-K

8-K — TWO HARBORS INVESTMENT CORP.

Accession: 0001104659-26-067490

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0001465740

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2615841d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615841d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section

13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 28, 2026

Two Harbors Investment

Corp.

(Exact name of registrant

as specified in its charter)

Maryland

001-34506

27-0312904

(State or

other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

1601

Utica Avenue South, Suite 900

St. Louis Park, MN

55416

(Address of Principal Executive Offices)

(Zip Code)

(612) 453-4100

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address,

if changed since last report)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading

Symbol(s)

Name of Exchange on Which Registered:

Common Stock, par value $0.01 per share

TWO

New York Stock Exchange

8.125% Series A Cumulative Redeemable Preferred Stock

TWO PRA

New York Stock Exchange

7.625% Series B Cumulative Redeemable Preferred Stock

TWO PRB

New York Stock Exchange

7.25% Series C Cumulative Redeemable Preferred Stock

TWO PRC

New York Stock Exchange

9.375% Senior Notes Due 2030

TWOD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company¨

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On May 28, 2026, Two

Harbors Investment Corp. (“TWO”) issued a press release announcing the adjournment of its previously announced virtual

special meeting of stockholders in connection with the proposed transaction between TWO and CrossCountry Intermediate Holdco, LLC, an

affiliate of CrossCountry Mortgage, LLC (“CCM”). A copy of the press release is attached as Exhibit 99.1 hereto and is

incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated May 28, 2026

104

Cover Page Interactive Data File, formatted in Inline XBRL

FORWARD-LOOKING STATEMENTS

This report on Form 8-K

may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the

proposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion

of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions;

and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements

that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.

The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act

of 1995. All statements, other than statements of historical fact, included in this report on Form 8-K that address activities, events

or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words

such as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,”

“create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,”

“should,” “would,” “may,” “will,” “guidance,” “look,” “outlook,”

“goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,”

or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion

of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements

are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect

actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that

are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions, plans or strategies is

inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions,

it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from

what is expressed or forecasted in such forward-looking statements.

There are a number of risks

and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this report on

Form 8-K. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the

occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential

failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval

by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in

a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed

CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price

of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO

to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings

relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that

restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities

or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan

production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment

rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related

investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to

predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly

reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors

and on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.

Each of the forward-looking

statements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking

statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any

forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers

are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed

CCM transaction, TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. The Proxy

Statement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction

will be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM

transaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This report on

Form 8-K is not a substitute for the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders

in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING

THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS

OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE

PROPOSED CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all

other documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with

the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request to:

Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

PARTICIPANTS IN THE SOLICITATION

TWO and its directors, executive

officers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation

of proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and

its directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections

in TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,”

“Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts

described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent

to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding

the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction.

Free copies of these documents may be obtained as described in the preceding paragraph.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

TWO HARBORS INVESTMENT CORP.

By:

/s/ Rebecca B. Sandberg

Rebecca B. Sandberg

Chief Legal Officer and Secretary

Date: May 28, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615841d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

TWO Announces Adjournment of Special Meeting

TWO Board Unanimously Recommends Stockholders

Vote “FOR” the CCM Transaction

Special Meeting of Stockholders Will Reconvene

on June 11, 2026 at 10:00 a.m. Eastern Time

Stockholders Who Previously Voted in Favor

of the CCM Transaction Need Take No Action

New York, May 28, 2026 – TWO (Two Harbors

Investment Corp., NYSE: TWO), an MSR-focused REIT, today announced an adjournment of its Special Meeting of Stockholders to provide additional

time to continue engaging with stockholders and solicit additional proxies in favor of TWO’s acquisition by CrossCountry Intermediate

Holdco, LLC, a Delaware limited liability company and an affiliate of CrossCountry Mortgage, LLC (“CCM”). Stockholders who

have not yet voted or submitted proxies are encouraged to do so as soon as possible.

The TWO Board of Directors determined, and continues to believe,

that the pending CCM transaction is in the best interests of the TWO stockholders and unanimously recommends stockholders support the

CCM transaction and vote “FOR” each proposal at the Special Meeting. Stockholders who have previously voted in favor

of the CCM transaction need take no further action.

Special Meeting Details

The Special Meeting, originally scheduled for May 19, 2026 and

subsequently adjourned to May 28, 2026, has been further adjourned until June 11, 2026 at 10:00 a.m. Eastern Time. It

will be held virtually at TWO’s Special Meeting website, www.virtualshareholdermeeting.com/TWO2026SM. The record date for

the adjourned Special Meeting of Stockholders remains April 15, 2026.

The additional time will enable TWO to continue its stockholder outreach

efforts and allow more stockholders to participate in this important vote. TWO encourages all stockholders who have not yet voted to do

so promptly.

Proxies previously submitted in connection with the CCM transaction

will be voted at the reconvened meeting unless properly revoked. Stockholders who have not already voted or wish to change their votes

are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card.

The CCM Transaction: Certain Value, Committed Financing, Advanced

Approvals

On March 27, 2026, TWO and CCM entered into a definitive merger

agreement for CCM to acquire all outstanding shares of TWO common stock in an all-cash transaction.

· Through continued negotiations, the TWO Board secured two price increases

from CCM—from $10.80 to $11.30 and then to $12.00 per share—representing a 21% premium to TWO’s unaffected share price

and a 19% premium to TWO’s fully diluted tangible book value.1

· TWO common stockholders will receive a pro-rated stub dividend for the quarter

in which the transaction closes, providing additional cash value beyond the $12.00 per share merger consideration.

· Holders of TWO preferred stock will have their shares redeemed at $25.00

per share, plus accumulated and unpaid dividends.

· The CCM transaction is fully financed with no financing contingency—it

is a fully-committed, signed agreement.

· The CCM transaction is also well advanced toward closing. The parties received

early termination of the HSR waiting period on May 21, 2026, and 41 of the 53 required state and agency regulatory approvals have

been obtained.

The TWO Board’s Engagement with UWMC

Notwithstanding the narrative from UWM Holdings Corporation (NYSE: UWMC) (“UWMC”), the TWO Board has engaged

with UWMC throughout a lengthy, competitive process involving numerous independent legal and financial advisors. The Board has repeatedly

identified and communicated the core deficiencies in UWMC’s various proposals, including structural issues, inadequate deal certainty,

regulatory process, and employee attrition and business continuity. To date, UWMC has chosen not to address any of these deficiencies.

UWMC’s most recent proposal defaults any stockholder who fails,

for whatever reason, to make a timely cash election into UWMC stock worth only approximately $7.23 per TWO share based on the May 27,

2026 closing price—a result that TWO estimates could disadvantage as many as 25 to 30% of its stockholders. By contrast, CCM's $12.00

all-cash offer, plus a pro-rated stub dividend, delivers certain and immediate value automatically to all stockholders, with no election

required and no risk that any stockholder is left holding significantly devalued consideration.

Walking away from a signed, fully financed, regulatory-advanced transaction

in favor of UWMC’s non-binding proposal would expose all stockholders to substantial risk with no assurance that equivalent or better

terms would re-emerge.

A vote against the CCM transaction does not deliver UWMC’s headline

price. Rather, it jeopardizes a fully financed, signed transaction well advanced through regulatory approvals and replaces it with significant

uncertainty. The TWO Board will, consistent with its fiduciary duties, consider in good faith any actionable, all-cash, fully financed

proposal from UWMC or any other potential counterparty.

Vote FOR the CCM Transaction

The TWO Board unanimously recommends that stockholders vote “FOR”

the CCM transaction. If the CCM transaction is not approved, there is no assurance that a superior, actionable offer will emerge.

Every stockholder’s vote matters. Stockholders who have not yet

voted are urged to do so promptly using the WHITE proxy card.

TWO urges its stockholders to read all relevant documents that are

filed or will be filed with the U.S. Securities and Exchange Commission (“SEC”), including TWO’s definitive proxy statement

dated April 20, 2026, as supplemented (the “Proxy Statement”).

TWO stockholders who need assistance completing their proxy card or

have questions regarding the Special Meeting of Stockholders may contact TWO’s proxy solicitor:

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, NY 10005

Email: TWO@dfking.com

Banks and Brokers, please call: (646) 677-2516

Toll-Free: (888) 887-0082

About TWO

TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation,

is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial

assets. TWO is headquartered in St. Louis Park, MN.

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements,”

including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO’s and CCM’s

plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the

parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical

facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current

facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended

to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical

fact, included in this press release that address activities, events or developments that TWO or CCM expects, believes or anticipates

will or may occur in the future are forward-looking statements. Words such as “project,” “predict,” “believe,”

“expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,”

“continue,” “intend,” “could,” “foresee,” “should,” “would,” “may,”

“will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,”

“forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations

thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking

statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers

are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of

future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s ability to predict

results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations

reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be

attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking

statements.

There are a number of risks and uncertainties that could cause actual

results to differ materially from the forward-looking statements included in this press release. These include, among other things: the

payment of future dividends by TWO, the expected timing and likelihood of completion of the proposed CCM transaction; the occurrence of

any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure

to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by

TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in a timely

manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed CCM

transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price of

TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO to

retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings