{"url_path":"/sec/twod/8-k/2026-05-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001104659-26-057533-index.html","accession_number":"0001104659-26-057533","cik":"0001465740","ticker":"TWOD","issuer_name":"TWO HARBORS INVESTMENT CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001104659-26-057533-index.html","primary_entity_key":"0001465740","primary_entity_name":"TWO HARBORS INVESTMENT CORP."},"word_count":385,"has_tables":true,"body_markdown":"Item 1.01 Entry into a\nMaterial Definitive Agreement.\n\n \n\nOn May 7, 2026, Two Harbors\nInvestment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”),\nby and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary\nof CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026\n(the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April\n28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended\nby the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).\n\n \n\nThe Second Amendment, among\nother things, provides that, at the effective time of the merger, each outstanding share of Two Harbors common stock, par value $0.01\nper share (“TWO Common Stock”), will be converted into the right to receive an amount in cash equal to $12.00 per share, an\nincrease from the $11.30 per share consideration under the First Amendment.\n\n \n\nThe Second Amendment also\nprovides that the termination fee payable under certain circumstances by Two Harbors to CCM is increased from $50.0 million to $51.0 million.\n\n \n\nAdditionally, the Second\nAmendment updates certain financing provisions in the Original CCM Merger Agreement to reference the $1.4 billion unsecured financing\ncommitment that CCM recently obtained in connection with the transaction and adds customary financing cooperation covenants.\n\n \n\nThe Second Amendment has\nbeen unanimously approved by the Board of Directors of Two Harbors, which has reaffirmed its recommendation that Two Harbors common stockholders\napprove the merger and the other transactions contemplated by the Amended CCM Merger Agreement. Except as modified by the First Amendment\nand the Second Amendment, the Original CCM Merger Agreement remains in full force and effect.\n\n \n\nThe foregoing description\nof the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second\nAmendment, which is attached as Exhibit 2.1 hereto and is incorporated by reference herein. The Second Amendment has been attached\nhereto to provide investors with information regarding its terms. It is not intended to provide any other factual information about CCM,\nMerger Sub or Two Harbors."}