TWO HARBORS INVESTMENT CORP. 8-K

What Happened

• Two Harbors Investment Corp. (TWO) filed an 8-K reporting a Second Amendment to its Agreement and Plan of Merger with CrossCountry Intermediate Holdco, LLC (CCM) and Merger Sub, dated May 7, 2026.
• The amendment raises the cash consideration at closing to $12.00 per share (up from $11.30 under the prior amendment). The Board unanimously approved the Second Amendment and reaffirmed its recommendation that TWO shareholders vote to approve the merger. A joint press release was issued May 8, 2026.

Key Details

• Cash consideration increased to $12.00 per outstanding share of TWO common stock (from $11.30).
• Termination fee increased from $50.0 million to $51.0 million in certain circumstances.
• The amendment updates financing references to a $1.4 billion unsecured financing commitment obtained by CCM and adds customary financing cooperation covenants.
• Original merger agreement dated March 27, 2026; first amendment dated April 28, 2026; this filing attaches the Second Amendment as Exhibit 2.1 and a joint press release as Exhibit 99.1.

Why It Matters

• For investors, the amendment improves the per-share cash exit value for Two Harbors shareholders if the merger closes, while modestly increasing the break fee and documenting CCM’s financing. The Board’s unanimous approval and reaffirmed recommendation signal continued support for the transaction, but closing remains subject to the conditions and risks outlined in the proxy and filing. Read the proxy statement and the attached amendment for full terms and conditions.