Two Harbors Investment Corp. 8-K Filing

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Key Financial Figures

• $0.01 — Registered: Common Stock, par value $0.01 per share TWO New York Stock Exchan

Filing Documents

• tm2533517d1_8k.htm (8-K) — 56KB
• tm2533517d1_ex99-1.htm (EX-99.1) — 35KB
• tm2533517d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• tm2533517d1_ex99-1img002.jpg (GRAPHIC) — 3KB
• 0001104659-25-121835.txt ( ) — 341KB
• two-20251217.xsd (EX-101.SCH) — 4KB
• two-20251217_def.xml (EX-101.DEF) — 28KB
• two-20251217_lab.xml (EX-101.LAB) — 38KB
• two-20251217_pre.xml (EX-101.PRE) — 26KB
• tm2533517d1_8k_htm.xml (XML) — 8KB

01 Other Events

Item 8.01 Other Events. On December 17, 2025, Two Harbors Investment Corp. ("Two Harbors") and UWM Holdings Corporation ("UWM") announced that they have entered into a definitive agreement for UWM to acquire all of the outstanding shares of Two Harbors common stock in an all-stock transaction (the "Acquisition"). In connection with the proposed Acquisition, Two Harbors common stockholders will exchange each share of Two Harbors common stock for 2.3328 shares of newly issued UWM Class A common stock and cash payable in lieu of fractional shares. In addition, Two Harbors preferred stockholders will exchange each share of Two Harbors 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock for one share of newly issued UWM Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, respectively. On December 17, 2025, Two Harbors and UWM issued a joint press release announcing the proposed Acquisition. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

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 Acquisition; pro forma 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 UWM's plans, objectives, expectations and intentions, the expected timing of completion of the proposed Acquisition, the issuance of common and preferred stock of UWM in connection with the proposed Acquisition; the expected filing by UWM with the Securities and Exchange Commission ("SEC") of a registration statement on Form S-4 (the "Registration Statement") and a proxy statement / prospectus be included therein; the ability of the parties to complete the proposed Acquisition 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 of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Two Harbors or UWM expects, believes or anticipates will or may occur in the future are

forward-looking statements. Words such as "project," "predict," "believe," "expect,"

forward-looking statements. Words such as "project," "predict," "believe," "expect," "anticipate," "potential," "create," "estimate," "plan," "continue," "intend," "could," "foresee," "should," "could," "may," "foresee," "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. Pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These Two Harbors' and UWM's ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although Two Harbors and UWM believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, the companies 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. 2 There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include, among other things: the expected timing and likelihood of completion of the proposed Acquisition; 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 Acquisition; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed Acquisition, includ

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Joint Press Release, dated December 17, 2025 104 Cover Page Interactive Data File, formatted in Inline XBRL 4 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: December 17, 2025

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View this 8-K filing on SEC EDGAR