{"url_path":"/sec/two/proxy/2026-05-19/000110465926063833","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001104659-26-063833-index.html","accession_number":"0001104659-26-063833","cik":"0001465740","ticker":"TWO","issuer_name":"TWO HARBORS INVESTMENT CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001104659-26-063833-index.html","primary_entity_key":"0001465740","primary_entity_name":"TWO HARBORS INVESTMENT CORP."},"word_count":3939,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2615025d2_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**(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 \n\n \n\n**FORM 8-K**\n\n \n\n \n\n  \n\n**Current Report**\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 19, 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\nRegistrant’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 of Each Class:**\n \n**Trading\n\nSymbol(s)**\n \n**Name of 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\n(17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).\n\n \n\nEmerging Growth 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\n \n\n**Item 8.01 Other Events.**\n\n \n\nOn May 19, 2026, Two\nHarbors Investment Corp. (“TWO”) issued a press release announcing the adjournment of its previously announced virtual special\nmeeting of stockholders in connection with the proposed transaction between TWO and CrossCountry Intermediate Holdco, LLC, an affiliate\nof CrossCountry Mortgage, LLC (“CCM”). A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated\nherein by reference.\n\n \n\n**Item 9.01 Financial Statements and Exhibits.**\n\n \n\n(d)Exhibits.\n\n \n\n**Exhibit\nNo.**\n \n**Description**\n\n[99.1](#a_001)\n \n[Press Release, dated May 19, 2026](#a_001)\n\n104\n \nCover Page Interactive Data File, formatted in Inline XBRL\n\n \n\n**FORWARD-LOOKING STATEMENTS**\n\n \n\nThis report on Form 8-K\nmay contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the\nproposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion\nof the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions;\nand other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements\nthat do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.\nThe forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933,\nas amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act\nof 1995. All statements, other than statements of historical fact, included in this report on Form 8-K that address activities, events\nor developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words\nsuch as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,”\n“create,” “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’s ability to predict results or the actual effect of future events, actions, plans or strategies is\ninherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions,\nit can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from\nwhat 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 expected timing and likelihood of completion of the proposed CCM transaction; the\noccurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential\nfailure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval\nby TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in\na timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed\nCCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price\nof TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO\nto retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings\nrelating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk that\nrestrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities\nor strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan\nproduction; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment\nrates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market for mortgage-related\ninvestments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors are difficult to\npredict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K, quarterly\nreports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors\nand on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.\n\n \n\n \n\nEach of the forward-looking\nstatements of TWO is based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking\nstatement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any\nforward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers\nare cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.\n\n \n\n**IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT**\n\n \n\nIn connection with the proposed\nCCM transaction, TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. The Proxy\nStatement was first mailed to TWO stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed CCM transaction\nwill be submitted to the TWO stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed CCM\ntransaction. The Proxy Statement contains important information about the proposed CCM transaction and related matters. This report on\nForm 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\nin connection with the proposed CCM transaction. **INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING\nTHE PROPOSED CCM TRANSACTION (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 TRANSACTION AND RELATED MATTERS**. Investors and securityholders may obtain a free copy of the Proxy Statement and all\nother 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\nthe 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:\nTwo 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 and its directors, executive\nofficers and certain other members of management and employees of TWO may be deemed to be “participants” in the solicitation\nof proxies from the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and\nits directors and executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections\nin TWO’s Form 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,”\n“Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related\nStockholder Matters.” Any changes in the holdings of TWO’s securities by its directors or executive officers from the amounts\ndescribed in the Form 10-K/A have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent\nto the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional information regarding\nthe interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction.\nFree copies of these documents may be obtained as described in the preceding paragraph.\n\n \n\n \n\n**SIGNATURE**\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\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\nDate: May 19, 2026\n\n**Exhibit 99.1**\n\n**TWO Announces Adjournment of Special Meeting**\n\n**TWO Board Continues to Unanimously Recommend\nStockholders Vote “FOR”**\n\n**the Pending CrossCountry Transaction**\n\n**The Special Meeting of Stockholders Will\nReconvene on May 28, 2026 at 10:00 a.m. Eastern Time**\n\n**Stockholders Who Previously Voted in Favor\nof the CCM Transaction Need Take No Action**\n\n**New York, May 19, 2026 – TWO**\n(Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today adjourned its Special Meeting of Stockholders in order to provide\nadditional time for the Company to solicit additional proxies and for stockholders to vote in favor of TWO’s acquisition by CrossCountry\nIntermediate Holdco, LLC, a Delaware limited liability company and an affiliate of CrossCountry Mortgage, LLC (“CCM”). Stockholders\nwho have not yet voted or submitted proxies are encouraged to do so.\n\nThe TWO Board of Directors continues to unanimously recommend that\nstockholders vote “FOR” the CCM transaction and urges stockholders to vote the WHITE proxy card “FOR” the CCM\nmerger proposal. Stockholders who have previously voted in favor of the CCM transaction need take no further action.\n\n**Special Meeting Details**\n\nThe Special Meeting was adjourned until May 28,\n2026 at 10:00 a.m. Eastern Time. It will be held virtually at TWO’s Special Meeting website, www.virtualshareholdermeeting.com/TWO2026SM.\nThe record date for the adjourned Special Meeting of Stockholders remains April 15, 2026.\n\nProxies previously submitted in connection with\nthe CCM transaction will be voted at the reconvened meeting unless properly revoked. Stockholders who have not already voted or wish to\nchange their votes are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card. **The\nTWO Board of Directors determined, and continues to believe, that the proposed CCM transaction is in the best interests of the TWO stockholders\nand unanimously recommends stockholders support the CCM transaction and vote “FOR” each proposal at the Special Meeting**.\nEach stockholder’s vote is important, regardless of the number of shares held.\n\nTWO urges its stockholders to read all relevant\ndocuments that are filed or will be filed with the U.S. Securities and Exchange Commission (“SEC”), including TWO’s\ndefinitive proxy statement dated April 20, 2026, as supplemented (the “Proxy Statement”).\n\nTWO stockholders who need assistance completing\ntheir proxy card or have questions regarding the Special Meeting of Stockholders may contact TWO’s proxy solicitor:\n\nD.F. King & Co., Inc.\n\n28 Liberty Street, 53rd Floor\n\nNew York, NY 10005\n\nEmail: TWO@dfking.com\n\nBanks and Brokers, please call: (646) 677-2516\n\nToll-Free: (888) 887-0082\n\n**Litigation Update**\n\nAs previously disclosed on May 15, 2026,\na hearing was held yesterday in the United States District Court for the District of Maryland, Northern Division, in the matter of *Assad\nv. Two Harbors Investment Corp., et al.*, No. 1:26-cv-01896-JRR on plaintiff’s motion for temporary restraining order seeking\nto delay the stockholder vote on the CCM transaction scheduled for May 19, 2026 due to alleged material misstatements and omissions\nin the Proxy Statement regarding the CCM transaction. In a bench ruling, the Court found in favor of TWO, finding that plaintiff failed\nto show likelihood of success on the merits to justify a restraining order. The Court also dismissed as moot plaintiff’s motion\nfor preliminary injunction to enjoin the stockholder vote. The Court found that plaintiff failed to adequately allege that TWO’s\nproxy disclosures were materially misleading and found that the Proxy Statement’s disclosures were sufficient in describing the\nsale process.\n\n**History of the Merger**\n\nAs previously announced on March 27, 2026,\nTWO and CCM entered into a definitive merger agreement, which was later amended, under which CCM will acquire all outstanding shares of\nTWO common stock in an all-cash transaction. Under the terms of the CCM merger agreement, as amended, TWO common stockholders will receive\n$12.00 in cash for each share of TWO common stock, plus additional value from the second quarter dividend and a pro-rated dividend for\nthe third quarter, assuming a third quarter closing. Holders of TWO’s Series A, Series B and Series C Preferred Stock\nwill have their shares redeemed following the closing of the transaction at $25.00 per share, plus any accumulated and unpaid dividends,\nin accordance with the terms of the preferred stock. The completion of the transaction is subject to approval of TWO’s stockholders\nand the satisfaction of other closing conditions, including customary regulatory approvals.\n\n**About TWO**\n\nTWO (Two Harbors Investment Corp., NYSE: TWO),\na Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities\nand other financial assets. TWO is headquartered in St. Louis Park, MN.\n\n**FORWARD-LOOKING STATEMENTS**\n\nThis press release may contain “forward-looking\nstatements,” including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO’s\nand CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the\nability of the parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that\nare not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe\nhistorical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking\nstatements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E\nof the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than\nstatements of historical fact, included in this press release that address activities, events or developments that TWO or CCM expects,\nbelieves or anticipates will or may occur in the future are forward-looking statements. Words such as “project,” “predict,”\n“believe,” “expect,” “anticipate,” “potential,” “create,” “estimate,”\n“plan,” “continue,” “intend,” “could,” “foresee,” “should,” “would,”\n“may,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,”\n“assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms\nor other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions,\nor events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking.\nProjected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements\nare not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s\nability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes\nthe expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations\nwill be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking\nstatements.\n\nThere are a number of risks and uncertainties\nthat could cause actual results to differ materially from the forward-looking statements included in this press release. These include,\namong other things: the payment of future dividends by TWO, the expected timing and likelihood of completion of the proposed CCM transaction;\nthe occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the\npotential failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder\napproval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction\nin a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the\nproposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market\nprice of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability\nof TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal\nproceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction;\nthe risk that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business\nopportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes\nin future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve;\nchanges in prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in\nthe market for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business.\nAll such factors are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports\non Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website\nat www.twoinv.com/investors and on the SEC’s website at www.sec.gov.\n\nEach of the forward-looking statements of TWO\nis based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks\nonly as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any forward-looking\nstatement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned\nnot to place undue reliance on these forward-looking statements that speak only as of the date hereof.\n\n**IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT**\n\nIn connection with the proposed CCM transaction,\nTWO filed with the SEC the Proxy Statement. The Proxy Statement was first mailed to TWO stockholders on or about April 20, 2026,\nand was thereafter supplemented. The proposed CCM transaction will be submitted to the TWO stockholders for their approval. TWO may also\nfile other documents with the SEC regarding the proposed CCM transaction. The Proxy Statement contains important information about the\nproposed CCM transaction and related matters. This press release is not a substitute for the Proxy Statement or any other documents that\nTWO may file with the SEC or send to TWO stockholders in connection with the proposed CCM transaction. **INVESTORS AND SECURITYHOLDERS\nOF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE\nFILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE\nTHEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS**. Investors and securityholders\nmay 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\nwebsite 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\nwww.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis\nPark, MN 55416, Attention: Investor Relations.\n\n**PARTICIPANTS IN THE SOLICITATION**\n\nTWO and its directors, executive officers and\ncertain other members of management and employees of TWO may be deemed to be “participants” in the solicitation of proxies\nfrom the TWO stockholders in connection with the proposed CCM transaction. Securityholders can find information about TWO and its directors\nand executive officers and their ownership of TWO common stock in the Proxy Statement. Please also refer to the sections in TWO’s\nForm 10-K/A filed with the SEC on April 27, 2026, captioned “Compensation Discussion and Analysis,” “Summary\nCompensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”\nAny changes in the holdings of TWO’s securities by its directors or executive officers from the amounts described in the Form 10-K/A\nhave 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\nand are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the\nproposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents may\nbe obtained as described in the preceding paragraph.\n\nView source version on businesswire.com:\n\nhttps://www.businesswire.com/news/home/20260518545153/en/\n\nTWO Investor Relations\n\ninvestors@twoinv.com\n\nSource: Two Harbors Investment Corp."}