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): March 2327, 2026

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)~~	(IRS 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) x 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.

~~Item~~On 8March 27, 2026, Two Harbors Investment Corp.~~01 Other~~, ~~Events~~a Maryland corporation (“Two Harbors”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Two Harbors, CrossCountry Intermediate Holdco, LLC, a Delaware limited liability company (“CCM”), and CrossCountry Merger Corp., a Maryland corporation and a wholly owned subsidiary of CCM (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with the provisions of the Maryland General Corporation Law, Merger Sub will merge with and into Two Harbors (the “Merger”) with Two Harbors surviving the Merger and continuing as a wholly owned subsidiary of CCM.

OnSubject ~~March~~to ~~23,~~the ~~2026,~~terms ~~Two~~and conditions ~~Harbors~~of ~~Investment Corp. (~~the ~~“Company”)~~Merger ~~issued a press release announcing that~~Agreement, ~~after~~at ~~consultation with~~ the ~~Company’s~~effective ~~financial~~time ~~advisors and outside legal counsel, the ad hoc committee~~ of the ~~Company’s~~Merger ~~Board of Directors~~ (the “~~Committee~~Effective Time”) ~~has determined in good faith that the previously disclosed unsolicited proposal from CrossCountry Mortgage~~, ~~LLC~~each ~~(“CCM”) to acquire all of the~~ outstanding ~~shares~~share of Two ~~the~~Harbors ~~Company’s~~ common stock, ~~for~~par value $100.7001 per share in(the ~~cash constitutes a~~ “~~Company~~Two ~~Superior~~Harbors ~~Proposal”~~Common ~~under the terms of the existing Agreement and Plan of Merger, dated as of December 17, 2025, by and among the Company, UWM Acquisitions 1, LLC, and UWM Holdings Corporation (“UWMC~~Stock”)., ~~The~~will ~~Company~~be ~~delivered~~converted ~~notice~~into of the adright ~~hoc committee’s determination~~ to receive ~~UWMC on March 21, 2026. In addition, the Company announced that following the Committee’s determination regarding the CCM proposal, the Company received~~ an ~~unsolicited~~amount ~~proposal,~~in ~~including a~~ cash ~~offer~~equal ofto $10.7580 per share, ~~from an additional third party that~~ (the ~~Committee has determined could reasonably be expected to lead to a~~ “~~Company~~Merger ~~Superior Proposal~~Consideration”). ~~under~~Upon ~~the~~conversion, ~~UWMC~~all ~~merger~~such ~~agreement.~~shares ~~A copy~~ of ~~the~~Two Harbors ~~press~~Common ~~release~~Stock iswill ~~attached~~automatically asbe ~~Exhibit~~cancelled ~~99.1 hereto~~ and iscease ~~incorporated~~to ~~herein by reference~~exist.

~~Item~~Subject 9to the terms and conditions of the Merger Agreement, at the Effective Time, each outstanding share of Two Harbors’ (i) 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 ~~Financial~~per ~~Statements~~share, (ii) 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, and ~~Exhibits~~(iii) 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (collectively, the “Two Harbors Preferred Stock”), will remain issued and outstanding. Promptly after the Effective Time, Two Harbors will deliver a notice of redemption to the holders of the Two Harbors Preferred Stock, in accordance with Two Harbors’ Articles of Amendment and Restatement, and the Articles Supplementary thereto, and Amended and Restated Bylaws. Following the Effective Time, when required in connection with the redemption of the Two Harbors Preferred Stock, CCM, on behalf of Two Harbors, will irrevocably set aside and deposit, separate and apart from its other funds, in trust for the benefit of the holders of the Two Harbors Preferred Stock, cash in immediately available funds in the amount of $25.00 per outstanding share of Two Harbors Preferred Stock, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but not including, the redemption date (the “Preferred Stock Redemption Amount”). On the redemption date set forth in the notice of redemption, each share of Two Harbors Preferred Stock will be redeemed for an amount in cash equal to the Preferred Stock Redemption Amount.

Under the terms of the Merger Agreement, the completion of the Merger is subject to certain customary closing conditions, including: (di) ~~Exhibits~~ the adoption of the Merger Agreement by the affirmative vote of the holders of the outstanding shares of Two Harbors Common Stock (the “Two Harbors Stockholders”) entitled to cast a majority of all the votes entitled to be cast at the meeting of the Two Harbors Stockholders to consider the approval of the Merger and the other transactions contemplated by the Merger Agreement (the “Two Harbors Stockholders Meeting”); (ii) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (iii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects; (iv) the expiration or termination of the applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other specified regulatory consents or clearances; (v) the absence of any law or order prohibiting or enjoining the consummation of the Merger or that would have certain other effects; and (vi) the absence of a material adverse effect with respect to Two Harbors or CCM on or after the date of the Merger Agreement that is continuing. CCM’s obligation to consummate the Merger is also subject to the receipt by CCM of an opinion of counsel to the effect that Two Harbors has been organized and operated in conformity with the requirements for qualification and taxation as a REIT.

Exhibit No.						Description
99.1						Press Release, dated March 23, 2026
104						Cover Page Interactive Data File, formatted in Inline XBRL

The Merger Agreement and the consummation of the transactions contemplated thereby have been unanimously approved by Two Harbors’ Board of Directors (the “Two Harbors Board”), and the Two Harbors Board has resolved to recommend that the Two Harbors Stockholders approve the Merger and the other transactions contemplated by the Merger Agreement.

~~FORWARD-LOOKING STATEMENTS~~1

~~This~~The ~~Form~~Merger ~~8-K~~Agreement ~~may contain “forward-looking statements~~provides that,” ~~including~~at ~~certain plans, expectations, goals, projections and statements about~~ the ~~benefits~~Effective ~~and synergies of the proposed UWMC transaction; pro forma descriptions of the combined company and its operations~~Time, ~~integration~~each ~~and~~restricted ~~transition~~stock ~~plans,~~unit ~~synergies~~in ~~and~~respect ~~anticipated future performance; future opportunities for the combined company; the Company’s and UWMC’s plans, objectives, expectations and intentions, the expected timing~~ of ~~completion~~shares of ~~the~~Two ~~proposed~~Harbors ~~transaction,~~Common ~~the~~Stock ~~issuance~~granted ofby ~~common~~Two ~~and~~Harbors ~~preferred stock of UWMC in connection~~ with the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forwardtime-~~looking~~based vesting ~~statements. The~~requirements ~~forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933~~(each, asa ~~amended (the~~ “~~Securities~~Two ~~Act~~Harbors RSU”), ~~and~~that ~~Section~~is ~~21E~~outstanding ofas ~~the Exchange Act and the Private Securities Litigation Reform Act~~ of ~~1995. All~~immediately ~~statements,~~prior ~~other~~to ~~than statements of historical fact, included in this Form 8-K that address activities, events or developments that~~ the ~~Company~~Effective ~~or UWMC expects~~Time, ~~believes~~whether vested or ~~anticipates will or may occur in the future are forward-looking statements. Words such as “project~~unvested,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,” “should,” “could,” “may,” “foresee,” “will,” ~~“guidance,”~~automatically ~~“look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations thereof~~ and ~~words~~without ~~and terms of similar substance used in connection with~~ any ~~discussion~~action ofon ~~future plans, actions, or events identify forward-looking statements. However,~~ the ~~absence~~part of ~~these words does not mean that~~ the ~~statements~~holder ~~are~~thereof ~~not~~be ~~forward-looking. Pro~~cancelled ~~forma, projected~~ and ~~estimated~~converted ~~numbers~~into ~~are used for illustrative purposes~~ only, ~~are~~the right ~~not~~to ~~forecasts~~receive ~~and~~the ~~may~~Merger ~~not~~Consideration ~~reflect~~with ~~actual~~respect ~~results. These~~to ~~statements~~each ~~are~~share ~~not guarantees~~ of ~~future~~Two ~~performance~~Harbors ~~and~~Common ~~involve~~Stock ~~certain~~subject ~~risks, uncertainties and assumptions that are difficult~~ to ~~predict. The~~such ~~Company’s~~Two ~~and~~Harbors ~~UWMC’s~~RSU ~~ability~~immediately prior to ~~predict results or~~ the ~~actual~~Effective ~~effect~~Time of(without ~~future~~interest ~~events, actions, plans or strategies is inherently uncertain. Although the Company~~ and ~~UWMC~~less ~~believe~~applicable ~~the~~withholdings) ~~expectations~~as ~~reflected~~soon inas ~~any~~reasonably ~~forward-looking~~practicable ~~statements~~(but ~~are based on reasonable assumptions, the companies can give~~ no ~~assurance~~later ~~that~~than ~~their~~fifteen calendar ~~expectations~~days) ~~will~~after bethe ~~attained~~Effective ~~and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements~~Time.

~~There~~The ~~are~~Merger aAgreement ~~number of risks and uncertainties~~ provides that, ~~could~~at ~~cause~~the ~~actual~~Effective ~~results~~Time, toeach ~~differ~~performance ~~materially~~share ~~from~~unit ~~the~~in ~~forward-looking~~respect ~~statements~~of ~~included~~shares inof ~~this~~Two ~~Form~~Harbors ~~8-K. These~~Common ~~include,~~Stock ~~among~~granted ~~other~~by ~~things:~~Two ~~the~~Harbors ~~expected~~with any ~~timing~~performance-based ~~and~~vesting ~~likelihood~~requirements of(each, ~~completion~~a of“Two ~~the~~Harbors ~~proposed~~PSU”) ~~transaction,~~that ~~including~~is ~~the~~outstanding ~~impact~~as of ~~the~~immediately adprior ~~hoc~~to ~~committee’s~~the Effective ~~determination~~Time ~~that~~will ~~CCM’s~~automatically ~~unsolicited~~and ~~proposal~~without ~~constitutes~~any aaction ~~“Company~~on ~~Superior Proposal” under~~ the ~~terms~~part of the ~~existing~~holder ~~UWMC~~thereof ~~merger~~be ~~agreement;~~cancelled ~~the~~and ~~ability~~converted tointo ~~successfully~~only ~~integrate~~ the ~~businesses;~~right to receive the ~~occurrence~~Merger ofConsideration ~~any~~with ~~event,~~respect ~~change or other circumstances that could give rise~~ to ~~the~~each ~~termination~~share of ~~the~~Two ~~proposed~~Harbors ~~transaction;~~Common ~~the~~Stock ~~potential~~subject ~~failure~~ to ~~receive,~~such onTwo aHarbors ~~timely~~PSU ~~basis~~immediately prior orto ~~otherwise,~~ the ~~required~~Effective ~~approvals~~Time ofthat ~~the~~is ~~proposed~~earned ~~transaction,~~and ~~including~~vested ~~stockholder~~assuming ~~approval~~achievement byof the ~~Company’s~~applicable ~~stockholders,~~performance ~~and~~criteria at the ~~potential~~greater ~~failure~~of to(i) target performance ~~satisfy~~and ~~the~~(ii) actual ~~other~~performance ~~conditions~~determined toby the ~~consummation~~Two ofHarbors ~~the~~Board ~~proposed~~(as ~~transaction~~constituted inimmediately aprior ~~timely~~to ~~manner~~the orEffective atTime) as ~~all;~~if ~~risks~~the ~~relating~~date toon which the ~~value~~closing of the ~~UWMC~~transactions ~~securities~~contemplated toby ~~be issued in~~ the ~~proposed~~Merger ~~transaction;~~Agreement ~~risks~~occurs ~~related~~was tothe ~~disruption~~last day of ~~management’s~~the ~~attention~~applicable performance ~~from~~period ~~ongoing~~(without ~~business~~interest ~~operations~~and ~~due~~less toapplicable ~~the~~withholdings) ~~proposed~~as ~~transaction;~~soon ~~the~~as ~~risk~~reasonably ~~that~~practicable ~~any~~(but ~~announcements~~no ~~relating~~later tothan ~~the~~fifteen ~~proposed~~calendar days) ~~transaction~~after ~~could~~the Effective Time.

~~have~~The ~~adverse~~Merger ~~effects~~Agreement onprovides that, at the ~~market~~Effective ~~price~~Time, ofeach ~~common~~share ~~stock~~ of ~~UWMC~~restricted orTwo ~~the~~Harbors ~~Company;~~Common ~~the~~Stock ~~risk~~granted ~~that~~by ~~the~~Two ~~proposed~~Harbors ~~transaction~~(each, ~~and~~a ~~its~~share ~~announcement~~of ~~could~~“Two ~~have~~Harbors Restricted anStock”) ~~adverse~~that ~~effect~~is onoutstanding ~~the~~as ~~ability~~ of ~~the~~immediately ~~Company~~prior ~~and UWMC~~ to ~~retain and hire key personnel and~~ the ~~effect~~Effective onTime ~~the~~shall, ~~operating~~automatically ~~results~~ and ~~businesses~~without ~~of the Company and UWMC generally; the outcome of~~ any ~~legal~~action on ~~proceedings relating to~~ the ~~proposed~~part ~~transaction; including stockholder litigation in connection with the proposed transaction; the risk that restrictions during the pendency~~ of the ~~proposed~~holder ~~transaction~~thereof, ~~may impact the Company’s or UWMC’s ability to pursue certain business opportunities or strategic transactions; that the Company or UWMC may~~ be ~~adversely~~fully ~~affected by other economic~~vested, ~~business~~and oreach ~~competitive~~holder ~~factors; changes in future loan production; the availability~~ of ~~suitable~~such ~~investment~~shares ~~opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms~~ of ~~financing;~~Two ~~general~~Harbors ~~economic~~Restricted ~~conditions;~~Stock ~~market~~shall ~~conditions;~~have ~~conditions in~~ the ~~market~~right to ~~for~~receive ~~mortgage-related investments; legislative and regulatory changes that could adversely affect~~ the ~~business~~Merger ofConsideration ~~the~~with ~~Company~~respect ~~or UWMC. All such factors are difficult~~ to ~~predict~~each ~~and~~share ~~are beyond the control~~ of ~~the~~Two ~~Company~~Harbors ~~and~~Restricted ~~UWMC,~~Stock ~~including those detailed in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K~~ that ~~are~~so ~~available on the Company’s website at www~~vests.twoinv.com/investors and on the SEC’s website at www.sec.gov, and those detailed in UWMC’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on UWMC’s website at https://investors.uwm.com/ and on the SEC’s website at www.sec.gov.

~~Each~~The ofMerger ~~the~~Agreement ~~forward-looking~~contains customary ~~statements~~representations, ofwarranties ~~the~~and ~~Company~~covenants ormade ~~UWMC~~by ~~are~~each ~~based~~of onCCM, ~~assumptions~~Merger ~~that~~Sub ~~the~~and ~~Company~~Two ~~or UWMC~~Harbors, asincluding ~~applicable,~~covenants ~~believes~~by toTwo beHarbors regarding ~~reasonable~~the ~~but~~conduct ~~that~~of ~~may~~its ~~not~~business ~~prove~~during tothe bependency ~~accurate. Any~~of ~~forward-looking~~the ~~statement~~transactions ~~speaks~~contemplated ~~only~~by ~~as of~~ the ~~date~~Merger onAgreement ~~which~~and ~~such~~other ~~statement~~matters. Two ~~is made~~Harbors, its subsidiaries and ~~neither~~their ~~the~~respective ~~Company~~directors ~~nor~~and ~~UWMC~~officers ~~undertakes~~are ~~any~~required, ~~obligation~~among toother ~~correct~~things, ornot ~~update~~to ~~any~~solicit ~~forward-looking~~alternative acquisition ~~statement~~proposals and, ~~whether~~subject asto acertain ~~result~~customary ofexceptions, ~~new~~not ~~information,~~to ~~future~~engage ~~events~~in, authorize or ~~otherwise,~~knowingly ~~except~~permit asdiscussions ~~required~~or bynegotiations regarding ~~applicable~~alternative ~~law~~acquisition proposals. ~~Readers~~ ~~are~~The ~~cautioned~~Merger ~~not~~Agreement toalso ~~place~~contains ~~undue~~customary ~~reliance~~employee onmatters ~~these~~covenants, ~~forward-looking~~including ~~statements~~a requirement that ~~speak~~CCM ~~only~~maintain asspecified levels of ~~the~~compensation ~~date~~and ~~hereof~~benefits for employees for designated periods of time following the closing.

~~IMPORTANT~~Either ~~ADDITIONAL~~CCM ~~INFORMATION~~or ~~AND~~Two ~~WHERE~~Harbors may TOterminate ~~FIND~~the ITMerger Agreement under certain specified circumstances, including (i) by mutual written consent of CCM and Two Harbors; (ii) if the Merger is not consummated by the date that is 12 months after the date of the Merger Agreement (the “End Date”); except that the End Date will automatically be successively extended to the date that is 15 months after the date of the Merger Agreement if all required applicable regulatory clearances have not been obtained by what would otherwise be the End Date but all other conditions to closing have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which is capable of being satisfied) or (to the extent permitted by law) waived; (iii) if the approval of the Two Harbors Stockholders is not obtained upon a vote held at a duly held Two Harbors Stockholders Meeting; (iv) any order, decree, ruling or injunction permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger becomes final and nonappealable; or (v) if there is a breach by a party of any of its representations, warranties, covenants or agreements contained in the Merger Agreement, which would result in the failure to satisfy one or more of the conditions for closing set forth in the Merger Agreement and has not been cured within a specified cure period. CCM may terminate the Merger Agreement under certain specified circumstances, including if the Two Harbors Board changes its recommendation with respect to the proposed Merger prior to receipt of the necessary approval of the Two Harbors Stockholders, in which instance Two Harbors will pay CCM a termination fee of $25.4 million (the “CCM Termination Fee”) and reimburse CCM for the amount of the UWM Termination Fee (as defined below). Two Harbors may terminate the Merger Agreement under certain specified circumstances, including in order to enter into an alternative acquisition agreement constituting a Company Superior Proposal (as defined in the Merger Agreement), in which Two Harbors will pay CCM the CCM Termination Fee and reimburse CCM for the amount of the UWM Termination Fee. The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the text of the Merger Agreement, which is attached as Exhibit 2.1 hereto and is incorporated by reference herein.

InThe ~~connection~~Merger ~~with~~Agreement ~~the~~has been ~~proposed~~attached ~~transaction,~~to ~~UWMC~~provide ~~has~~investors ~~filed~~ with ~~the~~information ~~SEC~~regarding ~~the~~its ~~Registration~~terms. ~~Statement~~It ~~that~~is ~~includes~~not ~~the~~intended ~~Proxy~~to ~~Statement. The~~provide ~~Registration~~any ~~Statement~~other ~~was~~factual ~~declared~~information ~~effective~~about CCM, byMerger ~~the~~Sub ~~SEC~~or onTwo ~~February~~Harbors. 9,In ~~2026~~particular, ~~and~~ the ~~Proxy~~assertions ~~Statement~~embodied ~~was~~in ~~filed by both~~ the ~~Company~~representations and ~~UWMC~~warranties oncontained ~~February~~in ~~12, 2026. The Company commenced mailing of~~ the ~~Proxy~~Merger ~~Statement~~Agreement are onqualified orby ~~about~~information ~~February~~in ~~12,~~a ~~2026.~~confidential ~~The~~disclosure ~~proposed~~letter ~~transaction~~provided ~~will~~by beTwo ~~submitted~~Harbors to ~~the~~CCM ~~stockholders~~and ofa ~~the~~confidential ~~Company~~disclosure ~~for~~letter ~~their~~provided by ~~approval.~~CCM ~~The~~to ~~Company~~Two ~~and~~Harbors, ~~UWMC~~in ~~may~~each ~~also~~case ~~file~~in ~~other~~connection ~~documents~~ with the ~~SEC~~signing ~~regarding~~of the ~~proposed~~Merger ~~transaction. The~~Agreement ~~Proxy Statement~~ and ~~this~~in ~~Form~~filings ~~8-K~~of ~~are~~Two ~~not~~Harbors ~~offers~~with tothe ~~sell~~Securities and ~~UWMC~~Exchange ~~securities,~~Commission ~~are~~(the ~~not~~“SEC”). ~~soliciting~~The anrepresentations, ~~offer~~warranties toand ~~buy~~covenants ~~UWMC~~contained ~~securities~~ in ~~any state where~~ the ~~offer~~Merger ~~and~~Agreement ~~sale~~were made isonly ~~not~~for ~~permitted~~purposes ~~and are not a solicitation~~ of ~~any~~the ~~vote~~Merger orAgreement ~~approval.~~and ~~This~~as ~~document~~of isspecific ~~not~~dates, awere ~~substitute~~solely for the ~~Registration~~benefit ~~Statement~~of ~~and Proxy Statement or any other documents that~~ the ~~Company~~parties orto ~~UWMC may file with~~ the ~~SEC~~Merger orAgreement, are ~~send~~subject to ~~stockholders~~limitations ofagreed ~~the~~upon ~~Company~~by inthe ~~connection~~parties ~~with~~to the ~~proposed~~Merger ~~transaction. INVESTORS~~Agreement ~~AND~~and ~~SECURITYHOLDERS~~are OFsubject ~~THE~~to ~~COMPANY~~standards ~~ARE~~of ~~ADVISED~~materiality TOapplicable ~~READ~~to the ~~THE~~parties ~~REGISTRATION~~that ~~STATEMENT~~differ ~~AND~~from ~~THE~~those ~~PROXY~~applicable ~~STATEMENT~~to ~~REGARDING~~investors. ~~THE~~Information ~~PROPOSED~~concerning ~~MERGER~~the ~~(INCLUDING~~subject ~~ALL~~matter ~~OTHER~~of ~~RELEVANT~~representations DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and ~~securityholders~~ warranties may ~~obtain~~change aafter ~~free~~the ~~copy~~date of the ~~Registration~~Merger ~~Statement~~Agreement, ~~and~~which ~~the~~subsequent ~~Proxy~~information ~~Statement~~may ~~and all other documents filed~~ or ~~that~~may ~~will~~not be ~~filed~~fully ~~with~~reflected ~~the~~in ~~SEC~~Two ~~by the Company or UWMC on the SEC~~Harbors’s public ~~website at www~~disclosures.~~sec.gov. Copies~~ ofMoreover, ~~documents~~the ~~filed~~representations ~~with~~and ~~the~~warranties ~~SEC~~in by the ~~Company~~Merger ~~will~~Agreement bewere ~~made~~used ~~available~~for ~~free of charge on~~ the ~~Company’s~~purposes ~~website~~of atallocating ~~www.twoinv.com/investors~~risk between orCCM byand ~~directing a request to:~~ Two Harbors ~~Investment~~rather ~~Corp.,~~than ~~1601~~establishing ~~Utica~~matters ~~Avenue~~of ~~South,~~fact. ~~Suite~~In ~~900~~addition, ~~St.~~investors ~~Louis~~are ~~Park,~~not MNthird-party ~~55416,~~beneficiaries ~~Attention:~~under ~~Investor~~the Merger ~~Relations~~Agreement. ~~Copies~~Accordingly, ofthe ~~documents~~representations ~~filed~~and ~~with~~warranties in the ~~SEC~~Merger byAgreement ~~UWMC~~should ~~will~~not be ~~made~~relied ~~available free of charge~~ on ~~UWMC's~~as ~~website at investors.uwm.com or by directing~~ a ~~request~~characterization of ~~to:~~the ~~UWM~~actual ~~Holdings~~state ~~Corporation,~~of ~~585~~facts ~~South~~about ~~Boulevard E. Pontiac~~CCM, ~~Michigan,~~Merger ~~48341,~~Sub ~~Attention:~~or ~~Investor~~Two ~~Relations~~Harbors.

~~PARTICIPANTS IN THE SOLICITATION~~ 2

~~The~~Item Company, UWMC and their directors, executive officers and certain other members of management and employees of the Company and UWMC may be deemed to be “participants” in the solicitation of proxies from the stockholders of Two Harbors in connection with the proposed transaction1. ~~Securityholders~~02 ~~can~~Termination ~~find information about Two Harbors and its directors and executive officers and their ownership~~ of a ~~common~~Material ~~stock~~Definitive of the Company in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 17, 2026, and in its definitive proxy statement relating to its 2025 annual meeting of stockholders filed with the SEC on April 2, 2025 (the “Two Harbors 2025 Proxy”)Agreement. Please refer to the sections captioned “Compensation Discussion and Analysis”, “Summary Compensation Table”, “Stock Ownership” and “Proposal 2: Advisory Vote Relating to Executive Compensation” in the Two Harbors 2025 Proxy. Any changes in the holdings of the Company’s securities by its directors or executive officers from the amounts described in the Two Harbors 2025 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Two Harbors 2025 Proxy and are available on the SEC’s website at www.sec.gov. Information regarding UWMC’s directors and executive officers is available in UWMC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, and in its definitive proxy statement relating to its 2025 annual meeting of stockholders filed with the SEC on April 25, 2025 (the “UWMC 2025 Proxy”). Please refer to the sections

~~captioned~~As ~~“Compensation~~previously ~~Discussion and Analysis”~~disclosed, on ~~“Executive~~December ~~Compensation”~~17, ~~“Stock Ownership” and “Proposal 3 – Advisory Vote on Executive Officer Compensation” in the UWMC~~ 2025, ~~Proxy.~~Two ~~Any~~Harbors ~~changes~~entered ininto ~~the~~an ~~holdings~~Agreement ofand ~~UWMC’s~~Plan ~~securities by its directors or executive officers from the amounts described in the UWMC 2025 Proxy have been reflected in Statements~~ of ~~Change~~Merger ~~in Ownership on Form 4 filed with~~ (the ~~SEC~~“UWM ~~subsequent~~Merger toAgreement”) ~~the~~by ~~filing date of the UWMC 2025 Proxy~~ and ~~are~~among ~~available~~Two Harbors, onUWM ~~the~~Holdings ~~SEC’s~~Corporation, ~~website~~a atDelaware ~~www.sec.gov.~~corporation ~~Additional~~(“UWM”), ~~information~~and ~~regarding~~UWM ~~the~~Acquisitions ~~interests~~1, ofLLC, ~~such~~a ~~individuals~~Delaware inlimited ~~the~~liability company ~~proposed~~and ~~transaction~~a iswholly ~~included~~owned insubsidiary ~~the Proxy Statement. Free copies~~ of ~~these documents may be obtained as described in the preceding paragraph~~UWM.

NOFollowing ~~OFFER~~the ORdetermination by ~~SOLICITATION~~the ad hoc committee of the Two Harbors Board that it had received a “Company Superior Proposal,” as defined in the UWM Merger Agreement, from CCM, and after considering UWM’s proposed revisions to the UWM Merger Agreement in consultation with Two Harbors’ financial advisors and outside legal counsel, on March 27, 2026, prior to entering into the Merger Agreement, Two Harbors delivered to UWM a written notice terminating the UWM Merger Agreement. In connection with the termination of the UWM Merger Agreement, CCM, on behalf of Two Harbors, agreed to pay UWM a termination fee of $25.4 million in cash as required by the terms of the UWM Merger Agreement (the “UWM Termination Fee”). CCM’s payment of the UWM Termination Fee is in addition to the Merger Consideration to be paid by CCM to Two Harbors Stockholders pursuant to the Merger Agreement. Accordingly, Two Harbors hereby withdraws the previously filed and mailed definitive proxy statement with respect to the UWM Merger Agreement and Two Harbors’ special meeting of stockholders to approve the UWM merger, which was scheduled to be held on April 7, 2026, has been canceled.

~~This~~Item Form 8-K is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction7. No01 ~~offering~~Regulation ~~of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act~~FD Disclosure.

~~Pursuant~~On toMarch ~~the~~27, ~~requirements~~2026, ofTwo ~~the~~Harbors and ~~Securities~~CCM ~~Exchange~~published ~~Act~~a ofjoint ~~1934,~~press release announcing the ~~registrant~~proposed ~~has~~Merger. ~~duly~~A ~~caused~~copy ~~this~~of ~~report~~the topress berelease ~~signed~~is onfurnished ~~its~~as ~~behalf~~Exhibit by99.1 ~~the~~hereto and ~~undersigned~~is ~~hereunto~~incorporated ~~duly~~herein ~~authorized~~by reference.

	TWO HARBORS INVESTMENT CORP.
	By:	/s/ REBECCA B. SANDBERG
		Rebecca B. Sandberg
		Chief Legal Officer and Secretary
Date: March 23, 2026

The joint press release is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for any other purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this report on Form 8-K:

Exhibit No.		Description
2.1†		Agreement and Plan of Merger, dated as of March 27, 2026, by and among CrossCountry Intermediate Holdco, LLC, CrossCountry Merger Corp. and Two Harbors Investment Corp.
99.1		Joint Press Release, dated March 27, 2026
104		Cover Page Interactive Data File, formatted in Inline XBRL

† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Two Harbors agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon its request.

FORWARD-LOOKING STATEMENTS

This Form 8-K may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the benefits and synergies of the proposed Merger; descriptions of the combined company and its operations, integration and transition plans, synergies and anticipated future performance; future opportunities for the combined company; Two Harbors’ and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed Merger, the ability of the parties to complete the proposed Merger considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act and Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this Form 8-K that address activities, events or developments that Two Harbors or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,” “should,” “may,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Two Harbors’ ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although Two Harbors believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that their expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Form 8-K. These include, among other things: the expected timing and likelihood of completion of the proposed Merger; the ability to successfully integrate the businesses; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Merger; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed Merger, including stockholder approval by Two Harbors Stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed Merger in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed Merger; the risk that any announcements relating to the proposed Merger could have adverse effects on the market price of Two Harbors Common Stock; the risk that the proposed Merger and its announcement could have an adverse effect on the ability of Two Harbors to retain and hire key personnel and the effect on Two Harbors’ operating results and business generally; the outcome of any legal proceedings relating to the proposed Merger; including stockholder litigation in connection with the proposed Merger; the risk that restrictions during the pendency of the proposed Merger may impact Two Harbors’ ability to pursue certain business opportunities or strategic transactions; that Two Harbors may be adversely affected by other economic, business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; conditions in the market for mortgage-related investments; legislative and regulatory changes that could adversely affect Two Harbors’ business. All such factors are difficult to predict and are beyond the control of Two Harbors and CCM, including those detailed in Two Harbors’ annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on Two Harbors’ website at www.twoinv.com/investors and on the SEC’s website at www.sec.gov.

Each of the forward-looking statements of Two Harbors are based on assumptions that Two Harbors believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Two Harbors does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed Merger, Two Harbors will file with the SEC a preliminary proxy statement. The proposed Merger will be submitted to the Two Harbors Stockholders for their approval. Two Harbors may also file other documents with the SEC regarding the proposed Merger. The definitive proxy statement will be sent to the Two Harbors Stockholders and will contain important information about the proposed Merger and related matters. This document is not a substitute for the proxy statement that will be filed with the SEC or any other documents that Two Harbors may file with the SEC or send to Two Harbors Stockholders in connection with the proposed Merger. INVESTORS AND SECURITYHOLDERS OF TWO HARBORS ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the proxy statement (when available) and all other documents filed or that will be filed with the SEC by Two Harbors on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Two Harbors will be made available free of charge on Two Harbors’ website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

PARTICIPANTS IN THE SOLICITATION

Two Harbors and its directors, executive officers and certain other members of management and employees of Two Harbors may be deemed to be “participants” in the solicitation of proxies from the Two Harbors Stockholders in connection with the proposed Merger. Securityholders can find information about Two Harbors and its directors and executive officers and their ownership of Two Harbors Common Stock in Two Harbors’ annual report on Form 10-K for the fiscal year ended December 31, 2025 and in its definitive proxy statement relating to its 2025 annual meeting of stockholders filed with the SEC on April 2, 2025 (the “Two Harbors 2025 Proxy”). Please refer to the sections captioned “Compensation Discussion and Analysis”, “Summary Compensation Table”, “Stock Ownership” and “Proposal 2: Advisory Vote Relating to Executive Compensation” in the Two Harbors 2025 Proxy. Any changes in the holdings of Two Harbors’ securities by its directors or executive officers from the amounts described in the Two Harbors 2025 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Two Harbors 2025 Proxy and are available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed Merger will be included in the proxy statement relating to the proposed Merger when it is filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

SIGNATURE

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.

	By:	/s/ Rebecca B. Sandberg
		Rebecca B. Sandberg
		Chief Legal Officer and Secretary

Date: March 27, 2026

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