UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report ~~(Date of earliest event reported)~~: ~~September~~October 1927, 2025

Two Harbors Investment Corp.

(Exact name of registrant as specified in its charter)

Maryland	~~001-34506~~	001-34506	~~27-0312904~~		27-0312904
(State or other jurisdiction of incorporation or organization)	~~(Commission File Number)~~	(Commission File Number)	~~(I.R.S. Employer Identification No.)~~		(I.R.S. Employer Identification No.)
1601 Utica Avenue South, Suite 900		St. Louis Park,		MN	55416
(Address of Principal Executive Offices)					(Zip Code)

1601 Utica Avenue South, Suite 900	St. Louis Park, MN	55416
(Address of Principal Executive Offices)		(Zip Code)

(612) 453-4100

Registrant’'s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading Symbol(s)

Name of Exchange on Which Registered:

Common Stock, par value $0.01 per share

TWO

New York Stock Exchange

8.125% Series A Cumulative Redeemable Preferred Stock

TWO PRA

New York Stock Exchange

7.625% Series B Cumulative Redeemable Preferred Stock

TWO PRB

New York Stock Exchange

7.25% Series C Cumulative Redeemable Preferred Stock

TWO PRC

New York Stock Exchange

9.375% Senior Notes Due 2030

TWOD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~☐ ~~1.01 Entry Into a Material Definitive Agreement.~~

~~On September 19,~~Item ~~2025, Two Harbors Investment Corp~~2.02 Results ~~(“Two Harbors,” “we,” “our” or “us”) filed a new prospectus supplement with the Securities and Exchange Commission (the “SEC”) relating to the offer and sale~~ of ~~shares~~Operations of Two Harbors common stock (“Shares“) under the Company’s existing at-the-market equity offering program (the “ATM Program”). The new prospectus supplement was filed as a result of Two Harbors amending and ~~restating~~ ~~the~~Financial Equity Distribution Agreement with Citizens JMP Securities, LLC (“Citizens”) and entering into a separate Equity Distribution Agreement with BTIG, LLC (“BTIG” and together with Citizens, the “Sales Agents”) (collectively, the “Equity Distribution Agreements”)Condition. ~~Pursuant to the Equity Distribution Agreements, Two Harbors may offer and sell up to 15,000,000 Shares from time to time through the Sales Agents.~~

~~Sales of~~On ~~the Shares~~October 27, ~~if any~~2025, ~~may~~Two beHarbors ~~made~~Investment inCorp. ~~negotiated~~issued ~~transactions~~a orpress ~~transactions~~release ~~that~~announcing ~~are~~its ~~deemed~~financial toresults befor ~~“at~~ the ~~market”~~fiscal ~~offerings as~~quarter ~~defined~~ended ~~in Rule~~September ~~415~~30, ~~under~~2025. ~~the~~A ~~Securities~~copy ~~Act~~ of ~~1933,~~the aspress ~~amended,~~release ~~including~~and ~~sales made directly on~~ the ~~NYSE~~2025 orThird ~~sales~~Quarter ~~made~~Earnings toCall ~~or through~~Presentation aare ~~market~~attached ~~maker~~hereto ~~other~~as ~~than~~Exhibits ~~on an exchange~~99.1 ~~The Sales Agents will make all sales using commercially reasonable efforts consistent with their normal trading~~ and ~~sales~~99.2, ~~practices~~respectively, ~~on mutually agreed upon terms between the Sales Agents~~ and ~~Two~~are ~~Harbors.~~incorporated ~~The~~herein ~~Sales~~by ~~Agents will be entitled to total compensation of up to 2% of the gross proceeds from the sale of the Shares sold under the Equity Distribution Agreements~~reference.

~~Two Harbors~~The ~~has~~information ~~agreed~~in toItem ~~indemnify~~2.02 ~~the~~of ~~Sales~~this ~~Agents~~Current ~~against~~Report, ~~certain~~including ~~specified~~Exhibits ~~types~~99.1 and 99.2 attached hereto, is furnished pursuant to Item 2.02 of ~~liabilities~~Form 8-K and shall not be deemed to be “filed” for any other purpose, including ~~liabilities~~for ~~under~~purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or tootherwise ~~contribute~~subject to ~~payments~~the liabilities of that ~~the~~Section. The ~~Sales~~information ~~Agents~~in ~~may~~Item be2.02 ~~required~~of tothis ~~make~~Current ~~because~~Report, ofincluding ~~those~~Exhibits ~~liabilities~~99.1 ~~The~~and ~~Sales~~99.2, ~~Agents~~shall ornot ~~their respective~~be ~~affiliates~~deemed ~~have~~incorporated ~~engaged~~by ~~and~~reference ~~may~~into inany filing of the ~~future~~registrant ~~engage~~under inthe ~~various~~Securities ~~financing,~~Act ~~commercial~~of ~~banking~~1933 ~~and~~or ~~investment~~the ~~banking~~Exchange ~~services with~~Act, ~~and~~whether ~~have~~made ~~provided~~before ~~and~~or ~~may~~after in the ~~future~~date ~~provide~~hereof, ~~financial~~regardless ~~advisory~~of ~~services~~any ~~to,~~general ~~Two~~incorporation ~~Harbors~~language ~~and~~in ~~its~~such ~~affiliates~~filings ~~for~~(unless ~~which~~the ~~they~~registrant ~~have received~~specifically states that the information or ~~may~~exhibit ~~receive~~in ~~customary~~this ~~fees~~Item ~~and~~2.02 ~~expenses~~is incorporated by reference).

The foregoing description of the Equity Distribution Agreements is not complete and is qualified in its entirety by reference to the entire Equity Distribution Agreements, copies of which are attached hereto as Exhibit 1.1 and Exhibit 1.2, and incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there have been any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Exhibit No.		Description
No.	Description
99.1		Press Release of Two Harbors Investment Corp., dated October 27, 2025.
1.1	Amended and Restated Equity Distribution Agreement, dated September 19, 2025, by and between Two Harbors and Citizens JMP Securities, LLC
99.2		2025 Third Quarter Earnings Call Presentation.
1.2	Equity Distribution Agreement, dated September 19, 2025, by and between Two Harbors and BTIG, LLC
104		Cover Page Interactive Data File, formatted in Inline XBRL.
5.1	Opinion of Ballard Spahr LLP with respect to the legality of the Shares.
23.1	Consent of Ballard Spahr LLP (included in Exhibit 5.1 hereto).
104	Cover Page Interactive Data File, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~TWO HARBORS INVESTMENT CORP.~~		TWO HARBORS INVESTMENT CORP.
	~~By:~~	~~/s/ Rebecca B. Sandberg~~	By:	/s/ REBECCA B. SANDBERG
		~~Rebecca B. Sandberg~~		Rebecca B. Sandberg
		~~Chief Legal Officer and Secretary~~		Chief Legal Officer and Secretary
Date: September 19, 2025
Date: October 27, 2025

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