TWO - TWO HARBORS INVESTMENT CORP.

What This Filing Is

This is a Definitive Additional Materials (DEFA14A) filing submitted by Two Harbors Investment Corp. (TWO) management in connection with a proposed transaction between TWO and CrossCountry Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC ("CCM"). It is not an activist filing; rather, it directs stockholders to review the definitive proxy statement filed in connection with the proposed CCM transaction.

Background

Two Harbors Investment Corp. is a mortgage REIT currently trading at $12.23, with a market cap of approximately $1.3 billion. The company has entered into a proposed transaction with CrossCountry Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC (CCM). TWO filed a definitive proxy statement with the SEC on April 20, 2026, and commenced mailing it to stockholders around that same date. The transaction requires approval from TWO's common stockholders.

What the Filer Is Demanding

• TWO is not making activist demands; rather, it is seeking stockholder approval of the proposed transaction with CrossCountry Intermediate Holdco, LLC (an affiliate of CrossCountry Mortgage, LLC)
• Stockholders are directed to read the definitive proxy statement filed April 20, 2026, which contains full details of the proposed CCM transaction

Key Arguments Made

This filing is primarily procedural and administrative in nature and does not present substantive arguments for or against the transaction. It contains:

• A forward-looking statements cautionary notice, identifying key risks including: timing and likelihood of transaction completion, potential failure to obtain required approvals (including stockholder approval), management distraction risks, potential adverse effects on TWO's stock price, and risks related to retaining key personnel
• A notice directing investors to the definitive proxy statement (filed April 20, 2026) as the primary source of material information about the proposed CCM transaction
• Identification of TWO's directors, executive officers, and certain management members as participants in the proxy solicitation
• References to TWO's Form 10-K/A (filed April 27, 2026) for information on executive compensation and security ownership

Meeting Date

Not explicitly stated in this filing; however, the definitive proxy statement was filed and mailed on or about April 20, 2026, suggesting a shareholder vote is pending. The specific meeting date is not provided in this document.

Activist Identity

Management filing. This was filed by Two Harbors Investment Corp. itself. No activist investor or dissident group is involved in this particular filing.

Status

This is a Definitive Additional Materials (DEFA14A) filing, not a preliminary proxy statement. The definitive proxy statement was already filed on April 20, 2026. These supplemental materials were posted to TWO's website on May 4, 2026, and serve as additional communications to stockholders in connection with the proposed CCM transaction. The stockholder vote on the transaction has not yet taken place as of the filing date.