{"url_path":"/sec/two/proxy/2026-05-14/000110465926060761","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001104659-26-060761-index.html","accession_number":"0001104659-26-060761","cik":"0001465740","ticker":"TWO","issuer_name":"TWO HARBORS INVESTMENT CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001104659-26-060761-index.html","primary_entity_key":"0001465740","primary_entity_name":"TWO HARBORS INVESTMENT CORP."},"word_count":2230,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2612985d16_defa14a.htm\nDEFA14A\n\nUNITED STATES SECURITIES AND EXCHANGE COMMISSION\n\n**Washington, D.C. 20549**\n\nSCHEDULE 14A INFORMATION\n\n(Rule 14a-101)\n\n**Proxy Statement Pursuant to Section 14(a)\nof the Securities Exchange Act of 1934**\n\nFiled by the Registrant x\n\nFiled by a party other than the Registrant ¨\n\nCheck the appropriate box:\n\n¨Preliminary Proxy Statement\n\n¨Confidential, for Use of the Commission Only (as permitted by\nRule 14a-6(e)(2))\n\n¨Definitive Proxy Statement\n\nxDefinitive Additional Materials\n\n¨Soliciting Material under § 240.14a-12\n\nTWO HARBORS INVESTMENT CORP.\n\n**(Name of Registrant as Specified in Its Charter)**\n\n** **\n\n** **\n\n**(Name of Person(s) Filing Proxy Statement, if\nother than the Registrant)**\n\nPayment of Filing Fee (Check all boxes that apply):\n\nxNo fee required\n\n¨Fee paid previously with preliminary materials\n\n¨Fee computed on table in exhibit required by Item 25(b) per\nExchange Act Rules 14a-6(i)(1) and 0-11\n\n \n\n \n\n \n\n**UNITED STATES**\n\n**SECURITIES AND\nEXCHANGE COMMISSION**\n\nWashington, D.C. 20549\n\n \n\n**FORM 8-K**\n\n  \n\n**CURRENT\nREPORT**\n\n**Pursuant to Section\n13 or 15(d) of the Securities Exchange Act of 1934**\n\n \n\nDate of report (date of earliest event reported): May 13, 2026\n\n \n\n \n\n \n\n**Two Harbors Investment\nCorp.**\n\n(Exact name of registrant\nas specified in its charter)\n\n \n\n \n\n \n\n**Maryland**\n \n**001-34506**\n \n**27-0312904**\n\n(State or\nother jurisdiction of\n\nincorporation or organization)\n\n \n\n(Commission File Number)\n\n \n\n(IRS Employer Identification No.)\n\n \n\n**1601\nUtica Avenue South, Suite 900****St. Louis Park, MN**\n**55416**\n\n(Address of Principal Executive Offices)\n \n(Zip Code)\n\n \n\n**(612) 453-4100**\n\n(Registrant’s telephone number, including area code)\n\n \n\n**Not Applicable**\n\n(Former name or former address,\nif changed since last report)\n\n \n\n \n\n \n\nCheck the appropriate box below if the\nForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n \n\n¨\nWritten communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)\n\n \n \n\n¨\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n \n\n¨\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n \n\n¨\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\n**Title\nof each class**\n \n**Trading\nSymbol(s)**\n \n**Name of each exchange on which registered**\n\nCommon Stock, par value $0.01 per share\n \nTWO\n \nNew York Stock Exchange\n\n8.125% Series A Cumulative Redeemable Preferred Stock\n \nTWO PRA\n \nNew York Stock Exchange\n\n7.625% Series B Cumulative Redeemable Preferred Stock\n \nTWO PRB\n \nNew York Stock Exchange\n\n7.25% Series C Cumulative Redeemable Preferred Stock\n \nTWO PRC\n \nNew York Stock Exchange\n\n9.375% Senior Notes Due 2030\n \nTWOD\n \nNew York Stock Exchange\n\n  \n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405\nof this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\n \n\nEmerging\ngrowth company ¨\n\n \n\nIf an emerging growth company, indicate\nby check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial\naccounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨\n\n \n\n \n\n \n\n \n\n \n\nItem 8.01 Other Events.\n\n \n\nOn May 13, 2026, CrossCountry\nIntermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”),\ndelivered to Two Harbors Investment Corp. (“Two Harbors”), a letter irrevocably waiving the restrictions set forth in Section\n6.1(b)(i) of the Agreement and Plan of Merger, dated as of March 27, 2026, as amended on April 28, 2026, and as further amended on May\n7, 2026, by and among Two Harbors, CCM, and Merger Sub (the “CCM Merger Agreement”), to permit Two Harbors to declare and\npay a pro-rated dividend on Two Harbors common stock for the quarter in which the proposed merger pursuant to the CCM Merger Agreement\n(the “CCM merger”) closes (the “Permitted Stub Period Dividend”).\n\n \n\nAs previously disclosed,\nprior to the closing of the CCM merger, Two Harbors intends to pay regular quarterly dividends in the ordinary course consistent with\npast practice for all completed quarterly periods. The Permitted Stub Period Dividend would be payable in the event that the CCM merger\ndoes not close as of a quarter end date. The per share Permitted Stub Period Dividend amount payable by Two Harbors will be an amount\nequal to Two Harbors’ most recent quarterly dividend on Two Harbors common stock actually paid before the closing of the proposed\nCCM merger (up to $0.34 per share of Two Harbors common stock), multiplied by the number of days elapsed since the end of the calendar\nquarter immediately preceding the calendar quarter in which the closing of the proposed CCM merger occurs through and including the day\nprior to the closing date of the proposed CCM merger, and divided by the actual number of days in the calendar quarter in which such dividend\nis declared. The record date for the Permitted Stub Period Dividend will be immediately prior to the effective time of the proposed CCM\nmerger, and Two Harbors stockholders of record as of such time will be entitled to receive the Permitted Stub Period Dividend. The payment\nof the Permitted Stub Period Dividend will be conditioned on the closing of the proposed CCM merger and will be paid as promptly as practicable\nfollowing the effective time of the proposed CCM merger.\n\n \n\n**FORWARD-LOOKING STATEMENTS**\n\n \n\nThis report on Form 8-K may\ncontain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the proposed\nCCM merger, Two Harbors’ and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the\nproposed CCM merger, the ability of the parties to complete the proposed CCM merger considering the various closing conditions; and other\nstatements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that\ndo not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The\nforward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended,\nand Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements,\nother than statements of historical fact, included in this report on Form 8-K that address activities, events or developments that Two\nHarbors or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “project,”\n“predict,” “believe,” “expect,” “anticipate,” “potential,” “create,”\n“estimate,” “plan,” “continue,” “intend,” “could,” “foresee,”\n“should,” “would,” “may,” “will,” “guidance,” “look,” “outlook,”\n“goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,”\nor the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion\nof future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements\nare not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect\nactual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that\nare difficult to predict. Two Harbors’ ability to predict results or the actual effect of future events, actions, plans or strategies\nis inherently uncertain. Although Two Harbors believes the expectations reflected in any forward-looking statements are based on reasonable\nassumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially\nfrom what is expressed or forecasted in such forward-looking statements.\n\n \n\nThere are a number of risks\nand uncertainties that could cause actual results to differ materially from the forward-looking statements included in this report on\nForm 8-K. These include, among other things: the payment of future dividends by Two Harbors, the expected timing and likelihood of completion\nof the proposed CCM merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the\nproposed CCM merger; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM merger,\nincluding stockholder approval by Two Harbors’ stockholders, and the potential failure to satisfy the other conditions to the consummation\nof the proposed CCM merger in a timely manner or at all; risks related to disruption of management’s attention from ongoing business\noperations due to the proposed CCM merger; the risk that any announcements relating to the proposed CCM merger could have adverse effects\non the market price of Two Harbors common stock; the risk that the proposed CCM merger and its announcement could have an adverse effect\non the ability of Two Harbors to retain and hire key personnel and the effect on Two Harbors’ operating results and business generally;\nthe outcome of any legal proceedings relating to the proposed CCM merger, including stockholder litigation in connection with the proposed\nCCM merger; the risk that restrictions during the pendency of the proposed CCM merger may impact Two Harbors’ ability to pursue\ncertain business opportunities or strategic transactions; that Two Harbors may be adversely affected by other economic, business or competitive\nfactors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes\nin the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions and market conditions;\nconditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely affect Two Harbors’\nbusiness. All such factors are difficult to predict and are beyond the control of Two Harbors and CCM, including those detailed in Two\nHarbors’ annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on Two\nHarbors’ website at www.twoinv.com/investors and on the Securities and Exchange Commission’s (“SEC”) website at\nwww.sec.gov.\n\n \n\n2\n\n \n\n \n\nEach of the forward-looking\nstatements of Two Harbors is based on assumptions that Two Harbors believes to be reasonable but that may not prove to be accurate. Any\nforward-looking statement speaks only as of the date on which such statement is made, and Two Harbors does not undertake any obligation\nto correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required\nby applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date\nhereof.\n\n \n\n**IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT**\n\n \n\nIn connection with the proposed\nCCM merger, Two Harbors filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. The Proxy\nStatement was first mailed to Two Harbors stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM merger\nwill be submitted to the Two Harbors stockholders for their approval. Two Harbors may also file other documents with the SEC regarding\nthe proposed transaction. The Proxy Statement contains important information about the proposed CCM merger and related matters. This report\non Form 8-K is not a substitute for the Proxy Statement or any other documents that Two Harbors may file with the SEC or send to its stockholders\nin connection with the proposed CCM merger. **INVESTORS AND SECURITYHOLDERS OF TWO HARBORS ARE ADVISED TO READ THE PROXY STATEMENT REGARDING\nTHE PROPOSED CCM MERGER (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS\nOR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE\nPROPOSED CCM MERGER AND RELATED MATTERS.** Investors and securityholders may obtain a free copy of the Proxy Statement and all other\ndocuments filed or that will be filed with the SEC by Two Harbors on the SEC’s website at www.sec.gov. Copies of documents filed\nwith the SEC by Two Harbors will be made available free of charge on Two Harbors’ website at www.twoinv.com/investors or by directing\na request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.\n\n \n\n**PARTICIPANTS IN THE SOLICITATION**\n\n \n\nTwo Harbors and its directors,\nexecutive officers and certain other members of management and employees of Two Harbors may be deemed to be “participants”\nin the solicitation of proxies from the Two Harbors stockholders in connection with the proposed CCM merger. Securityholders can find\ninformation about Two Harbors and its directors and executive officers and their ownership of TWO common stock in the Proxy Statement.\nPlease also refer to the sections in Two Harbors’ Form 10-K/A filed with the SEC on April 27, 2026 captioned “Compensation\nDiscussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial\nOwners and Management and Related Stockholder Matters.” Any changes in the holdings of Two Harbors’ securities by its directors\nor executive officers from the amounts described in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4\nfiled 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\ninformation regarding the interests of such individuals in the proposed CCM merger is included in the Proxy Statement relating to the\nproposed CCM merger. Free copies of these documents may be obtained as described in the preceding paragraph.\n\n \n\n3\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\nDate: May 14, 2026\n\n \n\n \nTWO HARBORS INVESTMENT CORP.\n\n \n \n\n \nBy:\n/s/ Rebecca B. Sandberg\n\n \n \nRebecca B. Sandberg\n\n \n \nChief Legal Officer and Secretary\n\n \n\n4"}