Current Report Filing (8-k)
June 22 2021 - 5:01AM
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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): June 21, 2021
Two Harbors Investment
Corp.
(Exact name of registrant
as specified in its charter)
Maryland
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001-34506
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27-0312904
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(State or
other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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601
Carlson Parkway, Suite 1400
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Minnetonka, MN
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55305
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(Address of Principal Executive Offices)
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(Zip Code)
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(612) 453-4100
Registrant’s telephone number, including area
code
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered
Pursuant to Section 12(b) of the Act:
Title of Each Class:
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Trading Symbol(s)
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Name of Exchange on Which Registered:
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Common Stock, par value $0.01 per share
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TWO
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New York Stock Exchange
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8.125% Series A Cumulative Redeemable Preferred Stock
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TWO PRA
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New York Stock Exchange
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7.625% Series B Cumulative Redeemable Preferred Stock
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TWO PRB
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New York Stock Exchange
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7.25% Series C Cumulative Redeemable Preferred Stock
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TWO PRC
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New York Stock Exchange
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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
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Regulation FD Disclosure.
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On June 21,
2021, William Greenberg, President and Chief Executive Officer of Two Harbors Investment Corp. (the “Company”), participated
in a virtual fireside chat with analysts and investors hosted by BTIG. During the question and answer session, Mr. Greenberg indicated
that the Company currently holds approximately $6 billion in residential mortgage-backed security (“RMBS”) pools and approximately
$6 billion in Agency to-be-announced securities (“TBAs”). The Company is filing this Current Report on Form 8-K to clarify
that it currently holds approximately $8 billion in available-for-sale securities, inclusive of RMBS pools and other available-for-sale
securities, and approximately $7 billion in TBAs.
The information
in this Current Report is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for any other
purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that Section. The information in Item 7.01 of this Current Report shall not be deemed incorporated by reference into any filing of
the registrant under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof, regardless of any general
incorporation language in such filings (unless the registrant specifically states that the information or exhibit in this Item 7.01 is
incorporated by reference).
SIGNATURES
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.
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TWO HARBORS INVESTMENT CORP.
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By:
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/s/ REBECCA B. SANDBERG
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Rebecca B. Sandberg
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General Counsel and Secretary
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Date: June 21, 2021
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