TWO HARBORS INVESTMENT CORP. 8-K

What Happened

• On March 23, 2026 Two Harbors Investment Corp. (TWO) filed an 8-K and issued a press release stating that, after consulting advisers and counsel, the ad hoc committee of the Board determined in good faith that an unsolicited proposal from CrossCountry Mortgage, LLC (CCM) to buy all outstanding common shares for $10.70 per share in cash constitutes a “Company Superior Proposal” under the Agreement and Plan of Merger dated December 17, 2025 between the Company and UWM-related parties. The Company delivered notice of that determination to UWM on March 21, 2026.
• The filing also discloses that, following the Committee’s determination regarding CCM’s proposal, the Company received another unsolicited cash offer of $10.75 per share from a different third party that the Committee believes could reasonably be expected to lead to a “Company Superior Proposal.”

Key Details

• Date of filing/press release: March 23, 2026 (notice to UWMC delivered March 21, 2026).
• CCM offer: $10.70 per share in cash, deemed a “Company Superior Proposal.”
• Additional unsolicited offer: $10.75 per share in cash from a third party.
• The statements were disclosed in an 8-K with a press release attached as Exhibit 99.1.

Why It Matters

• These developments are material to investors because they directly affect the previously announced merger agreement with UWM (UWMC). The Committee’s determination that CCM’s bid is a “Company Superior Proposal,” and the receipt of a higher unsolicited offer, may trigger rights and processes under the merger agreement and could affect shareholder decisions and the ultimate outcome or terms of the proposed transaction. The company’s filing is informational; it does not guarantee any change will occur and includes standard forward-looking statement disclosures.