TWO HARBORS INVESTMENT CORP. 8-K

What Happened
On May 13, 2026, CrossCountry Intermediate Holdco, LLC and its Merger Sub delivered an irrevocable waiver under the CCM Merger Agreement to allow Two Harbors Investment Corp. to declare and pay a pro‑rated dividend for the quarter in which the proposed merger closes (the “Permitted Stub Period Dividend”). Two Harbors will continue to pay regular quarterly dividends for completed quarters in the ordinary course. The stub dividend is conditional on the CCM merger closing and will be paid promptly after the effective time if the closing occurs.

Key Details

• Waiver delivered: May 13, 2026 (under the CCM Merger Agreement dated March 27, 2026; amended April 28 and May 7, 2026).
• Per‑share cap and formula: equal to Two Harbors’ most recent quarterly dividend actually paid before closing (up to $0.34 per share), prorated by days from the end of the prior calendar quarter through the day before closing, divided by days in that quarter.
• Record date: immediately prior to the effective time of the CCM merger; holders of record at that time are entitled to the stub dividend.
• Corporate process: The proposed merger is subject to stockholder approval; Two Harbors filed a definitive Proxy Statement (first mailed April 20, 2026).

Why It Matters
For shareholders, the waiver preserves the right to receive a cash payment for the portion of a quarter that elapses before a mid‑quarter merger closing, rather than losing that accrued dividend. The payment is contingent on the merger closing and the usual closing conditions and approvals, so investors should review the Proxy Statement and related SEC filings for full details and timing. The 8‑K also contains standard forward‑looking statements describing risks that could affect the merger and dividend outcomes.