Two Harbors披露CCM合并尚缺最后一项州监管批准

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):
August 3, 2026
Two Harbors Investment
Corp.
(Exact name of registrant
as specified in its charter)
Maryland
001-34506
27-0312904
(State or
other jurisdiction of incorporation or
organization)
(Commission File Number)
(IRS Employer Identification No.)
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))
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 7.01
Regulation FD Disclosure.
On August 3, 2026, Two Harbors Investment
Corp. (“TWO”) announced that it has received the required state regulatory and agency approvals from all but one state for
its previously announced merger (the “CCM Merger”) with CrossCountry Intermediate Holdco, LLC (“CCM”). Upon receipt
of the final outstanding approval, TWO intends to (i) issue a press release announcing such approval and (ii) close the CCM
Merger the following business day.
As previously announced, TWO will pay a “stub
period” dividend to holders of TWO common stock in connection with the CCM Merger. TWO previously announced a stub dividend of $0.12196
per share based on an anticipated closing date of August 3, 2026. Because the closing will occur after August 3, 2026, the stub
dividend amount will be calculated based on the actual closing date and will equal TWO’s most recent quarterly dividend of $0.34
per share of TWO common stock, multiplied by the number of days elapsed since the end of the second quarter of 2026 through and including
the day prior to the closing date of the CCM Merger, and divided by the total number of days in the third quarter of 2026 (92). The stub
dividend will be payable to holders of record of TWO common stock at the close of business on the last trading day immediately prior to
the effective time of the CCM Merger and will be paid concurrently with the CCM Merger consideration. The stub dividend will not reduce
or otherwise affect the merger consideration payable to holders of TWO common stock.
The information in Item 7.01 of this Current Report
shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Securities Exchange Act of 1934, as amended (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.
FORWARD-LOOKING STATEMENTS
This report on Form 8-K
may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the
proposed CCM Merger, TWO’s and CCM’s plans, objectives, expectations and intentions, the expected timing of completion of
the proposed CCM Merger, the ability of the parties to complete the proposed CCM 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, 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 report on Form 8-K that address activities, events or developments that TWO 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,” “would,” “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’s ability to predict
results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations
reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its 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 report on
Form 8-K. These include, among other things: the expected timing and likelihood of completion of the proposed CCM Merger; the occurrence
of any event, change or other circumstances that could give rise to the termination of the proposed CCM Merger; the potential failure
to receive, on a timely basis or otherwise, the required approvals of the proposed CCM Merger, and the potential failure to satisfy the
other conditions to the consummation of the proposed CCM Merger in a timely manner or at all; risks related to disruption of management’s
attention from ongoing business operations due to the proposed CCM Merger; the risk that any announcements relating to the proposed CCM
Merger could have adverse effects on the market price of TWO common stock; the outcome of any legal proceedings relating to the proposed
CCM Merger, including stockholder litigation in connection with the proposed CCM Merger; and that TWO may be adversely affected by other
economic, business or competitive factors. All such factors are difficult to predict and are beyond the control of TWO and CCM, including
those detailed in TWO’s annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K
that are available on TWO’s website at www.twoinv.com/investors and on the Securities and Exchange Commission’s website at
www.sec.gov.
2
Each of the forward-looking
statements of TWO is based on assumptions that TWO 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 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.
3
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: August 3
, 2026