Business Context and Reporting Period
This Form 8-K is a Current Report filed by Two Harbors Investment Corp. on May 13, 2026. The filing addresses legal developments regarding the company's proposed merger with CrossCountry Intermediate Holdco, LLC ("CCM"). A special meeting of stockholders to vote on the merger is scheduled for May 19, 2026.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on legal proceedings and merger-related disclosures.
Material Changes and Events
- Stockholder Litigation: On May 13, 2026, George Assad filed a complaint (Assad v. Two Harbors Investment Corp., et al.) in the U.S. District Court for the District of Maryland. The complaint alleges violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9, claiming the proxy statement for the CCM merger is materially incomplete and misleading.
- Requested Relief: The plaintiff seeks a temporary restraining order and preliminary injunction to halt the May 19, 2026 stockholder meeting and the merger until corrective disclosures are made. The complaint also seeks rescission of the merger and damages.
- Legal Timeline:
- Initial status conference: May 15, 2026, at 2:00 PM Eastern.
- Hearing on the restraining order: May 18, 2026, at 10:00 AM Eastern.
- Deadline for Defendants' response to the motion: May 15, 2026, at 5:00 PM Eastern.
- Third-Party Disclosure: On May 14, 2026, UWM Holdings Corporation ("UWMC") filed a Schedule 14A Definitive Proxy stating its positions on the upcoming stockholder vote regarding the CCM Merger.
Management Commentary, Risks, and Outlook
Management Position: Two Harbors and its directors believe the Assad Complaint and Motion are without merit and that no supplemental disclosures are required. However, to avoid delaying the merger and minimize defense costs, the company is disclosing the complaint without admitting liability or wrongdoing.
Risks and Uncertainties: The filing highlights significant risks related to the proposed CCM merger, including:
- Failure to receive required stockholder or regulatory approvals.
- Termination of the merger agreement due to legal proceedings or other events.
- Disruption of management's attention from ongoing operations.
- Adverse effects on the market price of Two Harbors common stock.
- Difficulty in retaining or hiring key personnel.
- General economic conditions, interest rate changes, and prepayment rates affecting the mortgage-related investment business.
Forward-Looking Statements: The report contains forward-looking statements regarding the merger's completion, timing, and conditions. These are subject to risks and uncertainties, and actual results may differ materially from expectations.
Investor Verification Checklist
- Verify the status of the Assad v. Two Harbors litigation and the outcome of the hearing scheduled for May 18, 2026.
- Review the Definitive Proxy Statement filed on April 20, 2026, and any subsequent supplements for details on the CCM merger terms.
- Examine the UWM Holdings Corporation Schedule 14A filed on May 14, 2026, to understand opposing viewpoints on the merger.
- Monitor for any court orders that may delay or invalidate the May 19, 2026 special stockholder meeting.
- Check for updates on the company's ability to satisfy closing conditions for the CCM merger amidst the litigation.