What Happened to Two Harbors? CrossCountry's $12 Cash Deal

The short answer: is Two Harbors still public?

No. The 8-K filed on August 25, 2026 (accession 0001104659-26-100622) says that on that date each share of common stock “was canceled and automatically converted into the right to receive an amount in cash equal to $12.00 per share”, and that Two Harbors “became a wholly owned subsidiary of CCM”. The company asked the NYSE to suspend trading “prior to the opening of trading on the Closing Date”, so the last day anyone could sell the stock on the exchange was Monday, August 24, 2026 (our reading of that sentence). A New York Stock Exchange Form 25-NSE for the common stock was filed on August 25, and Two Harbors filed a Form 15 on October 8, 2026 that lists 1 holder of record of the common stock (the buyer).

Our AGNC and Annaly page compares the three companies' dividends and book values through June 30, 2026. This page is about the sale itself: who bid, at what price, how close the vote was, and what each class of holder received.

From a UWM stock deal to a CrossCountry cash deal: how $8 became $12

The first agreement was with UWM Holdings Corporation: each Two Harbors share would become “2.3328 shares” of newly issued UWM Class A stock, an “equity value of $1.3 billion”, announced December 17, 2025. The preferred holders would each get one new UWM preferred share for each Two Harbors preferred share. Because the consideration was UWM stock, what a Two Harbors share was worth moved with UWM's share price. The proxy statement puts the number: on March 17, 2026, with UWM stock at $3.66, the deal's “implied value” was “approximately $8.54 per share”; on March 20, at $3.56, “approximately $8.30”. Two Harbors' own stock had closed at $9.53 on March 18.

On March 17 CCM offered $10.70 in cash with no financing contingency and agreed to bear the UWM termination fee. An ad hoc committee of the board found CCM's proposal a “Company Superior Proposal”; UWM proposed revised terms on March 24 (a cash top-up pegged to $10.95 and to UWM's average share price), and on March 27 Two Harbors terminated the UWM agreement and signed with CCM at $10.80, which the proxy statement calls a premium of “approximately 13.3%” to the March 18 close.

Our arithmetic: $12.00 is 11.1% above $10.80 and 25.9% above the $9.53 close of March 18, 2026. The $8.54 and $8.30 are the proxy statement's figures; the final value of the UWM stock deal on any later day is not in the filings we read.

The two raises came after UWM's “unsolicited competing proposal” of April 20, 2026. Each time the board reaffirmed its recommendation. The price of leaving the deal also rose: the termination fee Two Harbors would owe CCM went from $25.4 million to $50.0 million and then $51.0 million, and Two Harbors would also have to refund the $25.4 million CCM paid UWM in some cases. The second amendment added a financing detail: a “$1.4 billion unsecured financing commitment” on top of a “$2 billion secured loan facility” that CCM had delivered with the March offer. The 8-K at closing says the money came from “a combination of cash on hand and borrowings under existing financing facilities of CCM and its affiliates”.

One earlier fact from the proxy statement shows how far prices moved over the process. In December 2024, an unnamed “Company A” sent a non-binding letter “offering $14.25 to $15.00 in cash for each share of TWO Common Stock”, subject to due diligence. That bid did not become an agreement; the proxy statement's background section describes later talks with other parties and the UWM and CCM deals that followed.

The vote: 51.7% of all shares against a 50% requirement

The merger required the approval of “the holders of the outstanding shares” entitled to cast a majority of all votes, not a majority of the votes cast at the meeting. That makes the count of shares voted “for” compared with the total outstanding the relevant number.

Source: Form 8-K of July 6, 2026 (0001104659-26-080748). On the April 15, 2026 record date there were 105,046,333 shares outstanding and entitled to vote; 78,826,302 were represented, about 75%.

Our arithmetic: 54,297,767 is 51.7% of 105,046,333 shares. A majority of all outstanding shares is 52,523,167, so the “for” count cleared it by 1,774,600 shares. Counted as a share of shares voted for or against, the merger had 69.7%. The non-binding advisory vote on executive pay tied to the sale failed, with 50,332,251 shares against, 65.7% of the shares voted for or against (our arithmetic); the filings treat that vote as advisory and it did not stop the deal. The 8-K also notes that “there were not any broker non-votes” because the proposals were non-routine, so shares held in street name that gave no instruction simply did not vote.

What each holder received

The stub dividend

Two Harbors had declared a stub-period dividend of $0.12196 a share on July 23, 2026, conditional on closing, based on an expected August 3 closing. The deal closed 22 days later, so the 8-K of August 3 replaced the figure with a formula: the most recent quarterly dividend, $0.34, “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”, divided by the 92 days in the quarter. It is payable to holders of record “on the last trading day immediately prior to the effective time” and “concurrently with the CCM Merger consideration”.

Our arithmetic, from July 1 to August 24 (31 plus 24 = 55 days): $0.34 × 55 ÷ 92 = $0.2033 a share, so cash of about $12.20 in all. We did not find a filing that states the final dollar amount, so treat $0.2033 as a calculation from the formula, not a reported figure; your broker confirmation is the record of what you were paid. The cash for common holders at $12.00 on the June 30, 2026 share count of 105,133,008 comes to about $1.26 billion (our arithmetic, before the stub dividend and ignoring share changes after June 30).

Preferred stock and notes

At closing the preferred “remained issued and outstanding”. The merger agreement required notices of redemption “promptly following the Effective Time”, with the redemption completed within 120 days. The company announced on August 28, 2026 that all Series A, B and C shares would be redeemed on September 28, 2026 at $25.00 plus accrued and unpaid dividends “to, but not including” that date, through Equiniti Trust Company as paying agent, and the NYSE removal notice for all three series is dated September 28. By October 8 the Form 15 reported 0 holders of each preferred series. The three series carried quarterly dividends per share of $0.51 (Series A), $0.48 (Series B) and $0.56 (Series C) in the quarter ended June 30, 2026. The 8-K put the aggregate expected cost at about $622.0 million, close to the $621.8 million total liquidation preference in the June 30 balance sheet.

The notes are less clear. The 8-K says CCM would offer to repurchase all $115.0 million at 104% (about $120.0 million with the premium) and, if not all were tendered, Two Harbors would “discharge the indenture”. A Form 25 for the notes was filed on September 24, and the Form 15 of October 8 lists 40 holders of record of the notes. We did not find a filing stating how many notes were tendered.

What the buyer paid for: book value, servicing and the dividend

At June 30, 2026, the last quarter it reported, Two Harbors had total assets of $8.83 billion, Agency securities of $5.09 billion and mortgage servicing rights of $2.34 billion, with total stockholders' equity of $1.74 billion including preferred stock. Book value per common share was $10.68, against $11.13 at December 31, 2025. The $12.00 price is 1.12 times June 30 book value and 1.08 times December 31 book value (our arithmetic). The proxy statement's fairness analysis, from Houlihan Lokey, applied a range of 0.95x to 1.15x to tangible book value from past deals and got “$10.32 to $12.49 per share”; $12.00 sits inside that range, as $10.80 did.

One item that explains the 2025 dividend cut: in the quarter ended June 30, 2025 Two Harbors recorded a $199.9 million loss contingency for its litigation with PRCM Advisers LLC and its affiliates; the 10-Q says the accrual was “subsequently settled” in the third quarter of 2025 “via a cash payment of $375 million”, and that “no accrual is required” for legal matters at June 30, 2026. Dividends declared per common share were $0.45 in the fourth quarter of 2024, $0.39 in the second quarter of 2025 and $0.34 in the fourth quarter of 2025.

RoundPoint: what happened to the servicing business

Two Harbors described itself in its last 10-Q as a company that “invests in, finances and manages mortgage servicing rights” and, “through its operational platform, RoundPoint Mortgage Servicing LLC,” as “one of the largest servicers of conventional loans in the country”. RoundPoint holds approvals from Fannie Mae, Freddie Mac and Ginnie Mae.

Source: 10-Q for June 30, 2026 (0001465740-26-000031), table of loans and unpaid principal balance. The total includes small amounts of servicing administrator loans and loans held for sale.

Because the deal was a merger into a CCM subsidiary with Two Harbors “surviving” as a wholly owned subsidiary, RoundPoint stays inside the Two Harbors corporate shell; the 8-K does not say what CCM plans to do with the servicing platform, and we did not find a filing that does. Two things the filings do show. First, the two companies already did business: the proxy statement describes “periodic sales by TWO of mortgage servicing rights to CCM and subservicing by TWO's subsidiary, RoundPoint, of mortgage servicing rights owned by CCM”. Second, the April 28 amendment added a closing condition that “consents with respect to certain business permits relating to Two Harbors' mortgage origination and servicing businesses” be obtained, and the August 3 8-K says all state approvals but one had arrived, with closing set for the business day after the last one; it came 22 days later. After closing, five senior officers (including the CFO, chief investment officer and chief legal officer) left on September 4, the CEO's employment was expected to end October 2, and the CFO of CCM, who has held that role since 2021, became Two Harbors' CFO.

What a former holder can do with this

This page is analysis of public documents, not investment, legal or tax advice.

• Check your cash against the filings. Common holders were due $12.00 per share at closing plus the stub dividend; your broker confirmation shows the amount actually credited. If you held physical certificates or shares directly with the transfer agent, the proxy statement says a letter of transmittal was to be sent after closing.
• Treat the sale as a sale of the stock. The proxy statement calls the cash consideration “a taxable transaction” and says a U.S. holder generally recognizes capital gain or loss equal to the cash received minus tax basis, long-term if held for more than one year. Whether the stub dividend is reported separately on Form 1099-DIV is something your broker's year-end statement will show. Our pages on REIT distributions and return of capital, Form 1099-DIV timing and realizing losses explain how these items are reported. No appraisal rights were available.
• If you held the preferred, the redemption price was $25.00 per share plus accumulated dividends to September 28, 2026, and payment required surrender of shares to the paying agent, Equiniti Trust Company. If your shares were held in a brokerage account the broker handles surrender; if they were not, the company's press release gives the paying agent's address and phone.
• If you want to replace the income, Two Harbors is no longer an option. The filers that remain, and how their dividends compare with book value, are on our AGNC and Annaly page; credit-focused mortgage REITs are in our commercial mortgage REIT table. Those pages compare filings; they do not recommend a purchase.

If the cash from this sale has to be placed again and it is a large part of your portfolio, that is a question about your whole picture, not about any one filing. We find advisers who can look at it with you.

FAQ

All figures are from SEC EDGAR filings and one company press release read on October 16, 2026. Two Harbors Investment Corp. (CIK 1465740): Forms 8-K 0001104659-25-121835 and 0001104659-25-122070 (December 17, 2025), 0001104659-26-035663 (March 27), 0001104659-26-050822 (April 28), 0001104659-26-057533 (May 7), 0001104659-26-080748 (July 2 vote), 0001104659-26-089438 (August 3), 0001104659-26-100622 (August 25) and 0001104659-26-106707 (September 4); definitive proxy statement DEFM14A 0001140361-26-015481 (April 20, 2026); Form 10-K 0001465740-26-000009 and Form 10-Q 0001465740-26-000031; Form 25 0001104659-26-110353; NYSE Forms 25-NSE 0000876661-26-000705 and 0000876661-26-000795; Form 15-12G 0001104659-26-114620; and the company's press release of August 28, 2026 on twoinv.com. Percentages, sums, the stub dividend calculation, the vote margin and the $1.26 billion total are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.