TWO HARBORS INVESTMENT CORP. 8-K

What Happened

• Two Harbors Investment Corp. (TWO) filed an 8-K on May 15, 2026 disclosing that on May 13, 2026 a purported stockholder, George Assad, sued Two Harbors and its directors in the U.S. District Court for the District of Maryland (Assad v. Two Harbors, No. 1:26-cv-01896-JRR).
• The Assad complaint alleges violations of Section 14(a), Rule 14a-9, and Section 20(a) of the Exchange Act, claiming the proxy statement for the proposed merger with CrossCountry Intermediate Holdco, LLC (CCM) is materially incomplete or misleading.
• The complaint and an accompanying motion seek a temporary restraining order and injunction to stop the May 19, 2026 special stockholder meeting, supplemental proxy disclosures, invalidation/recasting of votes, rescission and damages if the merger closes, plus attorneys’ fees. A status conference is set for May 15 and a hearing on the restraining order for May 18, 2026.
• Two Harbors says the claims are without merit but disclosed the lawsuit (filed as Exhibit 99.1) to avoid potential delays and litigation costs. Separately, UWM Holdings Corporation filed a Schedule 14A proxy on May 14, 2026 stating its position on the CCM merger.

Key Details

• Complaint filed: May 13, 2026 (Assad v. Two Harbors, D. Md., No. 1:26-cv-01896-JRR); Two Harbors disclosed via Form 8-K on May 15, 2026.
• Targeted event: special stockholder meeting scheduled for May 19, 2026; hearing on TRO scheduled May 18, 2026.
• Relief sought: injunction to stop the vote, supplemental disclosures, vote recasting, rescission/damages, and legal costs.
• Two Harbors’ position: defendants believe claims lack merit, disclosed complaint to limit delay/expense and not as admission of wrongdoing.

Why It Matters

• The lawsuit directly targets the proxy process for the CCM merger and, if granted, could delay or block the planned May 19 vote and the merger’s completion.
• Even if ultimately unsuccessful, the litigation could require additional disclosures, recast votes, increase legal costs, and create short-term uncertainty for shareholders.
• Investors should monitor court developments (status conference May 15; TRO hearing May 18) and any supplemental disclosures or updates to the proxy materials filed with the SEC.