# TWO HARBORS INVESTMENT CORP. (TWOD) — merger/definitive [terminated]
Source: SEC API (secapi.ai) · situation sit_9d839b3014463f8b8d18 · retrieved 2026-08-11T16:12:42.418Z

## Overview
Two Harbors Investment Corp. is a Maryland-incorporated real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities, and other financial assets.

Two Harbors Investment Corp. (TWO), an MSR-focused real estate investment trust, is advancing toward closing a merger with CrossCountry Mortgage, LLC (CCM). Under the definitive merger agreement, CCM will acquire all outstanding shares of TWO common stock for $12.00 per share in cash. Holders of TWO's Series A, Series B, and Series C Preferred Stock will have their shares redeemed at $25.00 per share, plus accumulated and unpaid dividends, following closing. TWO common stockholders approved the merger on July 2, 2026, and the transaction is expected to close on August 3, 2026, subject to satisfaction of remaining closing conditions.

## Terms
- Counterparty: CrossCountry Mortgage, LLC · Consideration: cash · Premium: 21.0% · Stake: 100% · Price/share: $12

## Key dates
- Announced 2026-02-02 · Record 2026-02-10 · Vote 2026-07-02 · Expiry 2026-12-17 · Expected close 2026-08-03 · Terminated 2026-07-28

## Timeline
- 2026-02-02 · 425 (0001465740-26-000005): 425 - TWO HARBORS INVESTMENT CORP. — *Two Harbors Investment Corp. is a Maryland-incorporated real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities, and other financial assets.* Two Harbors Investment Corp. (TWO) entered into a definitive merger agreement with UWM Holdings Corporation (UWMC) pursuant to which UWMC will acquire TWO in an all-stock transaction. TWO stockholders will receive a fixed exchange ratio of 2.3328 shares of UWMC Class A Common Stock for each share of TWO common stock, representing an $11.94 per share value based on UWMC's closing price as of December 16, 2025, and a 21% premium to the volume-weighted average price of TWO's common stock for the 30 days ending December 16, 2025. The all-stock transaction is intended to be tax-free to TWO's stockholders. The transaction is expected to close in the second quarter of 2026, subject to approval of TWO's stockholders and satisfaction of other closing conditions, including customary regulatory approvals. TWO preferred stock will be converted into equivalent shares of UWMC preferred stock.
  https://www.sec.gov/Archives/edgar/data/1465740/0001465740-26-000005.txt
- 2026-02-12 · DEFM14A (0001140361-26-005012): DEFM14A - TWO HARBORS INVESTMENT CORP. — *Two Harbors Investment Corp. is a Maryland-based REIT that invests in mortgage servicing rights (MSR) and Agency residential mortgage-backed securities (RMBS), and operates RoundPoint Mortgage Servicing LLC, one of the largest servicers of conventional loans in the United States.* Two Harbors Investment Corp. will merge with and into UWM Acquisitions 1, LLC (a wholly owned subsidiary of UWM Holdings Corporation), with the merger subsidiary continuing as an indirect wholly owned subsidiary of UWMC. Each outstanding share of Two Harbors common stock will be converted into the right to receive 2.3328 shares of UWMC Class A Common Stock. Based on 105,043,188 shares of Two Harbors common stock outstanding as of the record date (February 10, 2026), approximately 245,044,748 shares of UWMC Class A Common Stock will be issued. Additionally, each share of Two Harbors Series A, B, and C Preferred Stock will convert into one share of the corresponding UWMC Preferred Stock on a one-for-one basis. The merger agreement was dated December 17, 2025, and the special meeting of Two Harbors stockholders is scheduled for March 16, 2026. The merger is expected to close in the second quarter of 2026, subject to customary closing conditions including Two Harbors stockholder approval and regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/1465740/0001140361-26-005012.txt
- 2026-07-28 · 8-K (0001465740-26-000029): 8-K - TWO HARBORS INVESTMENT CORP. — *Two Harbors Investment Corp. is a Maryland-incorporated real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities, and other financial assets.* Two Harbors Investment Corp. (TWO), an MSR-focused real estate investment trust, is advancing toward closing a merger with CrossCountry Mortgage, LLC (CCM). Under the definitive merger agreement, CCM will acquire all outstanding shares of TWO common stock for $12.00 per share in cash. Holders of TWO's Series A, Series B, and Series C Preferred Stock will have their shares redeemed at $25.00 per share, plus accumulated and unpaid dividends, following closing. TWO common stockholders approved the merger on July 2, 2026, and the transaction is expected to close on August 3, 2026, subject to satisfaction of remaining closing conditions.
  https://www.sec.gov/Archives/edgar/data/1465740/0001465740-26-000029.txt

## Citations
- 0001465740-26-000005 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000146574026000005
- 0001140361-26-005012 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126005012
- 0001465740-26-000029 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000146574026000029