8-KFiled Aug 2, 8:00 PM ET

Two Harbors Investment Corp. Announces CCM Merger Pending Final State Approval, Adjusts Stub Dividend

$TWO-PC · TWO HARBORS INVESTMENT CORP.

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Two Harbors Investment Corp. Announces CCM Merger Pending Final State Approval, Adjusts Stub Dividend

What Happened

  • Two Harbors Investment Corp. (TWO) announced on August 3, 2026, that it has received required state regulatory and agency approvals for its merger with CrossCountry Intermediate Holdco, LLC (the "CCM Merger") from all but one state. TWO will issue a press release when the final approval is received and intends to close the merger on the following business day.
  • TWO previously disclosed a "stub period" dividend of $0.12196 per share assuming an August 3, 2026 closing. Because the closing will occur after August 3, the stub dividend will be recalculated based on TWO’s most recent quarterly dividend ($0.34 per share), prorated for days elapsed from the end of Q2 2026 through and including the day before the closing, divided by 92 (the total days in Q3 2026).

Key Details

  • Parties: Two Harbors Investment Corp. (TWO) and CrossCountry Intermediate Holdco, LLC (CCM).
  • Regulatory status: Approvals received from all but one state; final approval outstanding.
  • Stub dividend formula: $0.34 × (days elapsed since end of Q2 2026 through day prior to closing) / 92.
  • Payment mechanics: Stub dividend payable to holders of record at close of business on the last trading day immediately prior to the merger’s effective time; paid concurrently with merger consideration and will not reduce merger consideration.

Why It Matters

  • Timing: The merger close depends on one remaining state approval; investors should watch for a TWO press release announcing that approval and the subsequent closing the next business day.
  • Cash impact: Shareholders will receive a prorated stub dividend based on the actual closing date—this affects the cash they receive at closing but does not change the merger consideration.
  • Record date: Only holders of record at the close of business on the last trading day before the effective time will receive the stub dividend, so timing of share ownership around closing matters.