{"url_path":"/sec/twod/8-k/2026-05-08/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements","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":1422,"has_tables":true,"body_markdown":"Item 9.01 Financial Statements\nand Exhibits.\n\n \n\n(d)       *Exhibits*.\n\n \n\n**Exhibit No.**\n \n**Description**\n\n[2.1](tm2612985d12_ex2-1.htm)\n \n[Second Amendment to the Agreement and Plan of Merger, dated May 7, 2026, by and among CrossCountry Intermediate Holdco, LLC, CrossCountry Merger Corp. and Two Harbors Investment Corp.](tm2612985d12_ex2-1.htm)\n\n[99.1](tm2612985d12_ex99-1.htm)\n \n[Joint Press Release, dated May 8, 2026](tm2612985d12_ex99-1.htm)\n\n104\n \nCover Page Interactive Data File, formatted in Inline XBRL\n\n \n\n \n\n1\n\n \n\n \n\nFORWARD-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 transaction, Two Harbors’ 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, as\namended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.\nAll statements, other than statements of historical fact, included in this report on Form 8-K that address activities, events or developments\nthat Two Harbors or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as\n“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 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 expected timing and likelihood of completion of the proposed CCM transaction; the occurrence\nof any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential failure\nto receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval by\nTwo Harbors’ 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 Harbors to retain and hire key personnel and the effect on Two Harbors’ operating results and business generally; the outcome\nof any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM\ntransaction; the risk that restrictions during the pendency of the proposed CCM transaction 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\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\n2\n\n \n\n \n\nIMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT\n\n \n\nIn connection with the proposed\nCCM transaction, Two Harbors filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. The\nProxy Statement was first mailed to Two Harbors stockholders on or about April 20, 2026, and was thereafter supplemented. The proposed\nCCM transaction will be submitted to the Two Harbors stockholders for their approval. Two Harbors may also file other documents with the\nSEC regarding the proposed transaction. The Proxy Statement contains important information about the proposed CCM transaction and related\nmatters. This report on Form 8-K is not a substitute for the Proxy Statement or any other documents that Two Harbors may file with the\nSEC or send to its stockholders in connection with the proposed CCM transaction. **INVESTORS AND SECURITYHOLDERS OF TWO HARBORS ARE ADVISED\nTO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED\nWITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL\nCONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED MATTERS.** Investors and securityholders may obtain a free\ncopy of the Proxy Statement and all other documents filed or that will be filed with the SEC by Two Harbors on the SEC’s website\nat www.sec.gov. Copies of documents filed with the SEC by Two Harbors will be made available free of charge on Two Harbors’ website\nat www.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 \n\nPARTICIPANTS 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 transaction. Securityholders can\nfind information 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 transaction is included in the Proxy Statement relating to\nthe proposed CCM transaction. 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 8, 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"}