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TWO-PC on NYSE

TWO HARBORS INVESTMENT CORP.

TWO HARBORS INVESTMENT CORP. is an American real estate investment trust based in Minnetonka.2 Its shares trade on NYSE under the symbol TWO-PC.2

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Last updated Oct 21, 2026.

Overview

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  • TickerTWO-PC on NYSE2
  • IndustryReal Estate Investment Trusts2
  • HeadquartersMinnetonka, United States2
  • Incorporated inMD3
  • Business address1601 Utica Avenue South, Suite 900, St. Louis Park, Mn 554163
  • Filer categoryLarge accelerated filer3
  • Legal formCORPORATION2
  • LEI549300ZUIBT6KH4HU8232
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O CSC-lawyers Incorporating Service Company, 21202 Baltimore, United States2

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Two Harbors Investment Corp. is a Maryland corporation founded in 2009 that invests in, finances and manages mortgage servicing rights (“MSR”) and Agency residential mortgage-backed securities (“RMBS”) and, through its operational platform, RoundPoint Mortgage Servicing LLC (“RoundPoint”), is one of the largest servicers of conventional loans in the country. Agency refers to a U.S. government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”), or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or a U.S. government agency such as the Government National Mortgage Association (“Ginnie Mae”). We are structured as an internally-managed real estate investment trust (“REIT”) and our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “TWO.” The terms “Two Harbors,” “we,” “our,” “us” and the “Company” refer to Tw…6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income7891011-$454.3M in 2025
-$2.0B-$1.5B-$1.0B-$500.0M0$500.0M2019: $324.0M$324.0M20192020: -$1.6B-$1.6B20202021: $187.2M$187.2M20212022: $220.2M$220.2M2022+18%2023: -$106.4M-$106.4M20232024: $298.2M$298.2M20242025: -$454.3M-$454.3M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.11

Period ending2025-12-312024-12-312023-12-31
Interest income$412.0M$450.2M$480.4M
Interest expense$490.9M$607.8M$643.2M
Net interest expense-$78.9M-$157.7M-$162.9M
Servicing income$626.7M$681.6M$685.8M
Servicing costs$12.7M$20.1M$95.5M
Net servicing income$614.0M$661.6M$590.3M
Loss on investment securities-$96.2M-$40.0M-$70.0M
Loss on servicing asset-$242.2M-$62.7M-$111.6M
(Loss) gain on derivative instruments-$91.5M$106.9M-$219.2M
Gain on mortgage loans held-for-sale$4.7M$1.5M$0
Other (loss) income$5.2M$1.2M$5.1M
Total other (loss) income-$420.0M$6.8M-$395.6M
Compensation and benefits$95.3M$89.8M$52.9M
Other operating expenses$90.2M$76.2M$62.3M
Litigation settlement expense$375.0M$0$0
Total expenses$560.5M$166.0M$115.2M
(Loss) income before income taxes-$445.4M$344.8M-$83.4M
Provision for income taxes$8.9M$46.6M$23.0M
Dividends on preferred stock-$52.8M-$47.1M-$48.6M
Net (loss) income attributable to common stockholders-$507.1M$251.7M-$152.0M
Basic (loss) earnings per weighted average common share (in usd per share)-$4.88$2.41-$1.60
Diluted (loss) earnings per weighted average common share (in usd per share)-$4.88$2.37-$1.60
Net (loss) income-$454.3M$298.2M-$106.4M
Unrealized gain (loss) on available-for-sale securities$320.4M-$144.1M$102.3M
Other comprehensive income (loss)$320.4M-$144.1M$102.3M
Comprehensive (loss) income-$133.9M$154.1M-$4.1M
Gain on repurchase and retirement of preferred stock$0$644.0K$3.0M
Comprehensive (loss) income attributable to common stockholders-$186.7M$107.6M-$49.7M

Compare TWO HARBORS INVESTMENT CORP. with another company

Corporate structure

TWO HARBORS INVESTMENT CORP. sits at the top of its group. 23 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of TWO HARBORS INVESTMENT CORP.

  • TWO HARBORS INVESTMENT CORP. Minnetonka, Minnesota, United States
    • ROUNDPOINT MORTGAGE SERVICING LLC Fort Mill, South Carolina, United States
    • Agate Bay Residential Mortgage Securities LLC Subsidiary · Delaware, United States
    • Area RE Partners Columbus LLC Subsidiary · Delaware, United States
    • CYS Condo GP LLC Subsidiary · Delaware, United States
    • CYS Investments LLC Subsidiary · Maryland, United States
    • CYS/Area LP Subsidiary · Delaware, United States
    • Eiger Holdings Company LLC Subsidiary · Delaware, United States
    • Eiger Partnership LLC Subsidiary · Delaware, United States
    • North Shore Assets LLC Subsidiary · Delaware, United States
    • North Shore Mortgage Opportunity LLC Subsidiary · Delaware, United States
    • RoundPoint Mortgage Solutions, LLC Subsidiary · Delaware, United States
    • TH Asset Holdings LLC Subsidiary · Delaware, United States
    • TH Asset Investment Corp. Subsidiary · Delaware, United States
    • TH MSR Holdings LLC Subsidiary · Arizona, United States
    • TH MSR Issuer Trust Subsidiary · Delaware, United States
    • TH Servicing Advance Receivables I, LLC Subsidiary · Delaware, United States
    • TH Servicing Advance Receivables Issuer Trust I Subsidiary · Delaware, United States
    • TH TRS Corp. Subsidiary · Delaware, United States
    • TH VF2 Holdings LLC Subsidiary · Delaware, United States
    • Two Harbors Asset I, LLC Subsidiary · Delaware, United States
    • Two Harbors Asset II, LLC Subsidiary · Delaware, United States
    • Two Harbors Operating Company LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What TWO HARBORS INVESTMENT CORP. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$842.3M11 Dec 31, 2025$504.6M11 Dec 31, 2024+66.9%
Debt securities available for sale$6.5B11 Dec 31, 2025$7.4B11 Dec 31, 2024−11.6%

Properties, in its own words

We lease administrative office space in Minnesota, New York, South Carolina and Texas. We do not own, lease or utilize any physical properties that would be considered material to our business and operations.

Item 2 of the 10-K filed Feb 17, 2026.6

Leadership

Who has led TWO HARBORS INVESTMENT CORP., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Thomas Siering2009–2019
  2. William Ross Greenberg2021–now

President

  1. Thomas Siering2009–2019
  2. William Ross Greenberg2021–2023

Chief financial officer

  1. Jeffrey Stolt2009–2011
  2. Brad Farrell2012–2019
  3. Mary Kathryn Riskey2019–2024
  4. William Dellal2024–2026
  5. Madhur Agarwal2026–now

Chief operating officer

  1. Jason Vinar2023–2024
2010201520202025
Board members and other officers (29)

Subsidiaries and ownership

Also consolidated

Subsidiaries (Exhibit 21)

  • Agate Bay Residential Mortgage Securities LLC Delaware4
  • Area RE Partners Columbus LLC Delaware4
  • CYS Condo GP LLC Delaware4
  • CYS Investments LLC Maryland4
  • CYS/Area LP Delaware4
  • Eiger Holdings Company LLC Delaware4
  • Eiger Partnership LLC Delaware4
  • North Shore Assets LLC Delaware4
  • North Shore Mortgage Opportunity LLC Delaware4
  • RoundPoint Mortgage Servicing LLC Delaware4
  • RoundPoint Mortgage Solutions, LLC Delaware4
  • TH Asset Holdings LLC Delaware4
  • TH Asset Investment Corp. Delaware4
  • TH MSR Holdings LLC Arizona4
  • TH MSR Issuer Trust Delaware4
  • TH Servicing Advance Receivables I, LLC Delaware4
  • TH Servicing Advance Receivables Issuer Trust I Delaware4
  • TH TRS Corp. Delaware4
  • TH VF2 Holdings LLC Delaware4
  • Two Harbors Asset I, LLC Delaware4
  • Two Harbors Asset II, LLC Delaware4
  • Two Harbors Operating Company LLC Delaware4

Ownership links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); each one cites its LEI record. The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 10, 20268-K Executive or director change51
  2. Aug 25, 20268-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights52
  3. Aug 3, 20268-K Regulation FD disclosure53
  4. Jul 28, 20268-K Results of operations54
  5. Jul 6, 20268-K Shareholder vote; Other events55
  6. Jun 23, 20268-K Other events56
  7. Jun 8, 20268-K Other events57
  8. May 28, 20268-K Other events58
  9. May 19, 20268-K Other events59
  10. May 15, 20268-K Other events60
  11. May 14, 20268-K Other events61
  12. May 8, 20268-K Entered a material agreement; Other events62
  13. Feb 2, 2021New chief executive William Ross Greenberg becomes CEO16
  14. Oct 28, 2009New chief executive Thomas Siering becomes CEO17

Calendar

Coming up

  1. Around Oct 27, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Jul 28, 2026Reported quarterly or annual results54
  2. Apr 28, 2026Reported quarterly or annual results63
  3. Feb 2, 2026Reported quarterly or annual results64
  4. Oct 27, 2025Reported quarterly or annual results65
  5. Jul 28, 2025Reported quarterly or annual results66
  6. Apr 28, 2025Reported quarterly or annual results67
  7. Jan 29, 2025Reported quarterly or annual results68
  8. Oct 28, 2024Reported quarterly or annual results69

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

476 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 73 major events, 183 insider forms, 15 large holders, 184 other. The latest 20:

  1. Oct 8, 202615-12G EDGAR
  2. Sep 28, 202625-NSE EDGAR
  3. Sep 24, 202625 EDGAR
  4. Sep 14, 20263 EDGAR
  5. Sep 14, 20263 EDGAR
  6. Sep 10, 20268-K EDGAR
  7. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  9. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  10. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  11. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  12. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  13. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  14. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  15. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  16. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  18. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  19. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Aug 25, 20264 OWNERSHIP DOCUMENT EDGAR

The 476 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

106 open-market trades by officers, directors and large owners since October 2021: 0 buys and 106 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 15, 2026KASNET STEPHEN GDirectorSale7,034$12.57$88.4KForm 4
May 15, 2026Abraham SpencerDirectorSale4,522$12.58$56.9KForm 4
Jan 15, 2026Halm JillianChief Accounting OfficerSale379$13.18$5.0KForm 4
Jan 12, 2026Halm JillianChief Accounting OfficerSale1,744$12.25$21.4KForm 4
Jan 12, 2026Campbell James DEVP Servicing Ops RoundPointSale1,692$12.39$21.0KForm 4
Jan 12, 2026BOUCHER NATHANEVP General Counsel RoundPointSale666$12.25$8.2KForm 4
Jan 9, 2026BOUCHER NATHANEVP General Counsel RoundPointSale601$12.37$7.4KForm 4
Dec 22, 2025Dellal WilliamChief Financial OfficerSale7,087$11.44$81.1KForm 4
Dec 19, 2025Sandberg Rebecca BChief Legal OfficerSale27,370$11.43$312.8KForm 4
Dec 19, 2025RUSH ROBERTChief Risk OfficerSale23,594$11.43$269.7KForm 4
Dec 19, 2025LETICA NICHOLASChief Investment OfficerSale55,488$11.42$633.7KForm 4
Dec 19, 2025HANSON ALECIAChief Administrative OfficerSale10,768$11.41$122.9KForm 4
Dec 19, 2025GREENBERG WILLIAM ROSSChief Executive OfficerSale103,893$11.42$1.2MForm 4
Aug 18, 2025LETICA NICHOLASChief Investment OfficerSale8,654$10.02$86.7KForm 4
May 16, 2025KASNET STEPHEN GDirectorSale12,129$11.97$145.2KForm 4
May 16, 2025Abraham SpencerDirectorSale3,641$11.98$43.6KForm 4
Feb 10, 2025Sandberg Rebecca BChief Legal OfficerSale2,561$12.96$33.2KForm 4
Feb 10, 2025RUSH ROBERTChief Risk OfficerSale2,392$12.96$31.0KForm 4
Feb 10, 2025HANSON ALECIAChief Administrative OfficerSale910$12.95$11.8KForm 4
Feb 10, 2025Halm JillianChief Accounting OfficerSale821$12.98$10.7KForm 4

All 106 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024William GreenbergPresident and Chief Executive Officer$919.0K$5.8M76
2024Nicholas LeticaVice President and Chief Investment Officer$588.5K$2.9M76
2024Rebecca B. SandbergVice President, Chief Legal Officer and Secretary$490.4K$1.9M76
2024Robert RushVice President and Chief Risk Officer$490.4K$1.4M76
2024Mary RiskeyFormer Vice President and Chief Financial Officer$315.4K$1.2M76
2024William DellalVice President and Interim Chief Financial Officer$201.9K$415.0K76
2023William GreenbergPresident and Chief Executive Officer$875.0K$6.1M76
2023Nicholas LeticaVice President and Chief Investment Officer$600.0K$3.8M76
2023Rebecca B. SandbergVice President, Chief Legal Officer and Secretary$500.0K$2.5M76
2023Mary RiskeyFormer Vice President and Chief Financial Officer$500.0K$2.0M76
2023Robert RushVice President and Chief Risk Officer$500.0K$1.9M76
2022William GreenbergPresident and Chief Executive Officer$875.0K$4.4M76
2022Nicholas LeticaVice President and Chief Investment Officer$227.3K$2.8M76
2022Rebecca B. SandbergVice President, Chief Legal Officer and Secretary$500.0K$1.8M76
2022Robert RushVice President and Chief Risk Officer$500.0K$1.7M76
2022Mary RiskeyFormer Vice President and Chief Financial Officer$500.0K$1.6M76

SEC filer profile

How TWO HARBORS INVESTMENT CORP. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARTWO HARBORS INVESTMENT CORP.1
  • CIK0001465740
  • Employer ID (EIN)27-03129046
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inMaryland6
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1601 Utica Avenue South, Suite 900, St. Louis Park, MN 554161
  • Phone612.453.41001
  • Shares outstanding105,046,333 as of Apr 23, 202614
  • Public float$1.1B as of Jun 30, 20256
  • AuditorErnst & Young LLP, Minneapolis, Minnesota PCAOB ID 42; it also attests to the company’s internal control over financial reporting6
  • On EDGAR sinceJun 11, 20091
  • Filings1,474 in all: 4 (520), 8-K (312), 144 (123), SC 13G/A (53), 10-Q (51), 424B5 (46), DEFA14A (44), 3 (40)1
    All 55 form types

    425 (30), UPLOAD (26), SC 13G (22), CORRESP (19), 10-K (17), DEF 14A (16), DFAN14A (14), EFFECT (12), S-3ASR (9), 424B3 (8), 8-A12B (7), ARS (7), POS AM (7), 8-K/A (6), FWP (6), 25-NSE (5), CERTNYS (5), S-4/A (5), S-8 POS (5), POSASR (4), S-11/A (4), S-3 (4), SC 13D/A (4), SCHEDULE 13G/A (4), 4/A (3), S-8 (3), SCHEDULE 13G (3), 10-K/A (2), 25 (2), 305B2 (2), 8-A12B/A (2), CERT (2), DEFM14A (2), S-11 (2), S-3/A (2), S-4 (2), SC 13D (2), 144/A (1), 15-12B (1), 15-12G (1), 3/A (1), 424B4 (1), 5 (1), DEFC14A (1), PREC14A (1), PREM14A (1), RW (1)

  • Latest filingsAnnual report (10-K) Feb 17, 2026
    Quarterly report (10-Q) Jul 29, 2026
    Proxy statement (DEF 14A) Apr 2, 2025
    Latest 8-K (8-K) Sep 10, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareTWONew York Stock Exchange
8.125% Series A Cumulative Redeemable Preferred StockTWO PRANew York Stock Exchange
7.625% Series B Cumulative Redeemable Preferred StockTWO PRBNew York Stock Exchange
7.25% Series C Cumulative Redeemable Preferred StockTWO PRCNew York Stock Exchange
9.375% Senior Notes Due 2030TWODNew York Stock Exchange

From the cover page of the 10-K filed Feb 17, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks TWO HARBORS INVESTMENT CORP. names in Item 1A of its 10-K filed Feb 17, 2026: 64 risks under these headings, as written.6

  • Risks Related to Our Business and Operations
  • Risks Related to Our Assets
  • Risks Related to the Proposed Merger
  • Difficult conditions in the residential mortgage and real estate markets, the financial markets and the economy generally may adversely impact our business, results of operations and financial condition.
  • Our business model depends in part upon the continuing viability of Fannie Mae and Freddie Mac, or similar institutions, and any changes to their structure or creditworthiness could have an adverse impact on us.
  • We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and regulations.
  • Federal and state regulation of the mortgage industry is complex and constantly evolving, and changes to applicable rules, regulations and guidance may adversely impact our business.
  • We operate in a highly competitive market and we may not be able to compete successfully.
  • Our business could suffer if we fail to attract and retain a skilled management team and workforce.
  • We may change any of our strategies, policies or procedures without stockholder consent.
  • Our risk management policies and procedures may not be effective.
  • Maintaining our exemptions from registration as an investment company under the 1940 Act imposes limits on our operations.
The other 55 risks
  • Loss of our 1940 Act exemptions would adversely affect us, the market price of shares of our common stock and our ability to distribute dividends, and could result in the termination of certain of our financing or other agreements.
  • The lack of liquidity of our assets may adversely affect our business, including our ability to value, finance and sell our assets.
  • We may not be able to grow or realize the benefits of our direct-to-consumer loan origination platform, which could adversely impact our business, results of operations and financial condition.
  • We use leverage in executing our business strategy, which may adversely affect the return on our assets and may reduce cash available for distribution to our stockholders, as well as increase losses when economic conditions are unfavorable.
  • We depend on repurchase agreements and other credit facilities to execute our business plan and any limitation on our ability to access funding through these sources could have a material adverse effect on our business, results of operations and financial condition.
  • If our warehouse lines of credit are terminated or reduced, we may be unable to find replacement financing on favorable terms, or at all, which could adversely affect our business, results of operations and financial condition.
  • Our inability to meet certain financial covenants related to our repurchase agreements, revolving credit facilities or other credit facilities could adversely affect our financial condition, results of operations and cash flows.
  • If a counterparty to a repurchase agreement defaults on its obligation to resell the underlying security back to us at the end of the repurchase agreement term, or if we default on our obligations under the repurchase agreement, we may incur losses.
  • Our rights under our repurchase agreements are subject to the effects of bankruptcy laws in the event of the bankruptcy or insolvency of us or our lenders under the repurchase agreements.
  • The impairment or negative performance of other financial institutions could adversely affect us.
  • An increase in our borrowing costs relative to the interest that we receive on our leveraged assets may adversely affect our profitability.
  • We are highly dependent on information technology, and system failures or security breaches could disrupt our business.
  • We enter into hedging transactions that expose us to contingent liabilities in the future, which may adversely affect our financial results or cash available for distribution to stockholders.
  • Our financial results may experience greater fluctuations due to our decision not to elect hedge accounting treatment on our derivative instruments.
  • We are subject to risks associated with the use of third-party service providers.
  • Our ability to own and manage MSR and service mortgage loans is subject to terms and conditions established by the GSEs, which are subject to change.
  • If our ability to sell loans in the secondary market is impaired, it could affect our volume and margins and we may not be able to continue to originate mortgage loans.
  • We are directly subject to risks associated with mortgage servicing, including risks related to previous mortgage loan servicers.
  • Our servicing and origination activities expose us to risk of litigation, which may materially and adversely affect our business and financial condition.
  • We depend on the accuracy and completeness of information about mortgage loan borrowers and any misrepresented information could adversely affect our business, results of operations and financial condition.
  • We may be subject to representation and warranty risk in our capacity as an owner of MSR as well as in connection with our prior securitization transactions and our sales of MSR and other assets.
  • Declines in the market values of our assets may adversely affect our results of operations and financial condition.
  • Changes in mortgage prepayment rates may adversely affect the value of our assets.
  • Our delayed delivery transactions, including TBAs, subject us to certain risks, including price risks and counterparty risks.
  • It may be uneconomical to roll our TBA dollar roll transactions or we may be unable to meet margin calls on our TBA contracts, which could negatively affect our financial condition and results of operations.
  • Increases in interest rates could adversely affect the value of our assets and cause our interest expense to increase.
  • An increase in interest rates may cause a decrease in the availability of certain of our target assets, which could adversely affect our ability to acquire target assets that satisfy our investment objectives and to generate income and pay dividends.
  • The value of our Agency RMBS and MSR may be adversely affected by deficiencies in servicing and foreclosure practices, as well as related delays in the foreclosure process.
  • We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable.
  • Risks Related to Our Organization and Structure
  • Certain provisions of Maryland law could inhibit changes in control.
  • Our authorized but unissued shares of common and preferred stock and the ownership limitations contained in our charter may prevent a change in control.
  • Our charter contains provisions that make removal of our directors difficult, which could make it difficult for stockholders to effect changes in management.
  • Our rights and stockholders’ rights to take action against directors and officers are limited, which could limit recourse in the event of actions not in the best interests of stockholders.
  • Our amended and restated bylaws designate certain Maryland courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders.
  • Risks Related to Our Securities
  • Future issuances and sales of shares of our common stock may depress the market price of our common stock or have adverse consequences for our stockholders.
  • Any future offerings of our securities could dilute our existing stockholders and may rank senior for purposes of dividend and liquidating distributions.
  • We have not established a minimum distribution payment level and we cannot assure you of our ability to pay distributions in the future.
  • The market price of our common stock could fluctuate and could cause you to lose a significant part of your investment.
  • Our failure to qualify as a REIT would subject us to U.S. federal income tax and potentially increased state and local taxes, which would reduce the amount of our income available for distribution to our stockholders.
  • Complying with REIT requirements may cause us to forego otherwise attractive investment opportunities or financing or hedging strategies.
  • Complying with REIT requirements may force us to liquidate otherwise profitable assets.
  • Potential characterization of distributions or gain on sale may be treated as unrelated business taxable income to tax exempt investors.
  • Complying with REIT requirements may limit our ability to hedge effectively.
  • The failure of our Agency RMBS that are subject to a repurchase agreement to qualify as real estate assets would adversely affect our ability to qualify as a REIT.
  • REIT distribution requirements could adversely affect our ability to execute our business plan and may require us to incur debt, sell assets or take other actions to make such distributions.
  • Our qualification as a REIT may depend on the accuracy of legal opinions or advice rendered or given or statements by the issuers of assets we acquire, including with respect to the treatment of our TBA securities and transactions for tax purposes.
  • Our ownership of, and relationship with, our TRSs will be restricted and a failure to comply with the restrictions would jeopardize our REIT status and may result in the application of a 100% excise tax.
  • Dividends payable by REITs generally do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the value of our shares.
  • The exchange ratio for the Merger consideration is fixed. Because the market price of UWM Common Stock may fluctuate, our common stockholders cannot be sure of the market value of the stock consideration they will receive in exchange for their Company common stock in connection with the Merger.
  • The Merger is subject to a number of conditions which, if not satisfied or waived in a timely manner, would delay the Merger or adversely impact UWM’s and our ability to complete the transaction.
  • Failure to consummate the Merger as currently contemplated or at all could adversely affect the price of our common stock and our future business and financial results.
  • The Merger Agreement contains provisions that could discourage a potential competing acquirer or could result in any competing acquisition proposal being at a lower price than it might otherwise be.
  • The pendency of the Merger could adversely affect our business and operations.
  • Our common stockholders will have a significantly reduced ownership and voting interest after the Merger and will exercise less influence over the policies of UWM following the transaction than they now have on our policies.
  • An adverse judgment in any litigation challenging the Merger may prevent the Merger from becoming effective or from becoming effective within the expected timeframe.

Legal proceedings

On August 20, 2025, we entered into a Settlement Agreement and Release (the “Settlement Agreement”), resolving all claims in our litigation with PRCM Advisers LLC, Pine River Capital Management L.P., and Pine River Domestic Management L.P. (collectively, “Pine River”). Pursuant to the terms of the Settlement Agreement, we agreed to make a cash payment of $375 million to Pine River, which was paid in September 2025. Pine River has since caused to be dismissed with prejudice all claims alleged in the federal court action. The state court action was previously dismissed without prejudice. Pine River also relinquished ownership or any other interest it may hold in any and all intellectual property that Pine River licensed, conveyed, or otherwise provided to us or that was developed by or for us, whether pursuant to the terms of the management agreement between the parties or otherwise. We and Pine River have agreed to unconditionally and irrevocably release and discharge each other and our respective representatives from and against any and all claims alleged in the lawsuits.

From time to time we may be involved in various legal claims and/or administrative proceedings that arise in the ordinary course of our business. As of the date of this filing, we are not party to any litigation or legal proceedings or, to the best of our knowledge, any threatened litigation or legal proceedings, which, in our opinion, individually or in the aggregate, would have a material adverse effect on our results of operations or financial condition.

The opening of Item 3, Legal Proceedings.6

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