{"url_path":"/sec/twod/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001465740-26-000022-index.html","accession_number":"0001465740-26-000022","cik":"0001465740","ticker":"TWO","issuer_name":"TWO HARBORS INVESTMENT CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001465740-26-000022-index.html","primary_entity_key":"0001465740","primary_entity_name":"TWO HARBORS INVESTMENT CORP."},"word_count":1263,"has_tables":true,"body_markdown":"two-20251231\n00014657402025FYtrueiso4217:USDxbrli:shares00014657402025-01-012025-12-310001465740us-gaap:CommonClassAMemberexch:XNYS2025-01-012025-12-310001465740us-gaap:SeriesAPreferredStockMemberexch:XNYS2025-01-012025-12-310001465740us-gaap:SeriesBPreferredStockMemberexch:XNYS2025-01-012025-12-310001465740us-gaap:SeriesCPreferredStockMemberexch:XNYS2025-01-012025-12-310001465740two:SeniorNotesDue2030Memberexch:XNYS2025-01-012025-12-3100014657402025-06-3000014657402026-04-22\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nFORM 10-K/A\n\n(Amendment No. 1)\n\n☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the Fiscal Year Ended: December 31, 2025\n\nOR\n\n☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nCommission File Number 001-34506\n\nTWO HARBORS INVESTMENT CORP.\n\n(Exact Name of Registrant as Specified in Its Charter)\n\nMaryland\n\n27-0312904\n\n(State or Other Jurisdiction of\n\nIncorporation or Organization)\n\n(I.R.S. Employer\n\nIdentification No.)\n\n1601 Utica Avenue South, Suite 900\n\nSt. Louis Park,\n\nMinnesota\n\n55416\n\n(Address of Principal Executive Offices)\n\n(Zip Code)\n\n(612) 453-4100\n\n(Registrant’s Telephone Number, Including Area Code)\n\nSecurities Registered Pursuant to Section 12(b) of the Act:\n\nTitle of Each Class:\n\nTrading Symbol(s)\n\nName of Exchange on Which Registered:\n\nCommon Stock, par value $0.01 per share\n\nTWO\n\nNew York Stock Exchange\n\n8.125% Series A Cumulative Redeemable Preferred Stock\n\nTWO PRA\n\nNew York Stock Exchange\n\n7.625% Series B Cumulative Redeemable Preferred Stock\n\nTWO PRB\n\nNew York Stock Exchange\n\n7.25% Series C Cumulative Redeemable Preferred Stock\n\nTWO PRC\n\nNew York Stock Exchange\n\n9.375% Senior Notes Due 2030\n\nTWOD\n\nNew York Stock Exchange\n\nSecurities registered pursuant to Section 12(g) of the Act: None\n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐\n\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒\n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\nLarge accelerated filer\n\n☒\n\nAccelerated filer\n\n☐\n\nNon-accelerated filer\n\n☐\n\nSmaller reporting company\n\n☐\n\nEmerging growth company\n\n☐\n\nIf 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. ☐\n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒\n\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐\n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒\n\nAs of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1.1 billion based on the closing sale price as reported on the NYSE on that date.\n\nAs of April 22, 2026, there were 105,046,333 shares of common stock, par value $0.01 per share, issued and outstanding.\n\nDOCUMENTS INCORPORATED BY REFERENCE\n\nNone.\n\n[Table of Contents](#i3fc775a0b23944be8d8d9e56f3d5b466_13)\n\nEXPLANATORY NOTE\n\nWe are filing this Amendment No. 1 to Annual Report on Form 10-K/A (“this Amendment” or “this report”) to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (Commission File Number 001-34506) (the “2025 Annual Report on Form 10-K”), as filed by the registrant with the Securities and Exchange Commission (the “SEC”) on February 17, 2026. The purpose of this Amendment is to include in Part III the information that was to be incorporated by reference from the proxy statement for the registrant’s 2026 Annual Meeting of Stockholders, as well as to update certain of the information included on the cover page of the 2025 Annual Report on Form 10-K and in the list of exhibits included in Part IV, Item 15 and the Exhibit Index of this report. The Part III information was previously omitted from the 2025 Annual Report on Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in Items 10 through 14 of Part III of Form 10-K to be incorporated in the Form 10-K by reference from the registrant’s definitive proxy statement if such statement is filed not later than 120 days after the registrant’s fiscal year-end. The registrant is filing this Amendment to include Part III information in the 2025 Annual Report on Form 10-K because the registrant does not expect to file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the 2025 Annual Report on Form 10-K. This Amendment hereby amends the cover page, Part III, Items 10 through 14, and Part IV, Item 15 of the 2025 Annual Report on Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the registrant’s principal executive officer and principal financial officer are filed as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosures with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted and we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.\n\nNo attempt has been made in this Amendment to modify or update the other disclosures presented in the 2025 Annual Report on Form 10-K. This Amendment does not reflect events occurring after the filing of the 2025 Annual Report on Form 10-K (i.e., those events occurring after February 17, 2026) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the 2025 Annual Report on Form 10-K and the registrant’s other filings with the SEC.\n\nAs used in this Amendment, unless the context otherwise requires, all references to “Two Harbors,” “Company,” “we,” “us,” and “our” refer to Two Harbors Investment Corp. and its subsidiaries.\n\nTABLE OF CONTENTS\n\nPage\n\n[PART I](#i3fc775a0b23944be8d8d9e56f3d5b466_19)[II](#i3fc775a0b23944be8d8d9e56f3d5b466_19)\n\n[I](#i3fc775a0b23944be8d8d9e56f3d5b466_19)[tem 1](#i3fc775a0b23944be8d8d9e56f3d5b466_19)[0](#i3fc775a0b23944be8d8d9e56f3d5b466_19)[.](#i3fc775a0b23944be8d8d9e56f3d5b466_19)\n\n[Directors, Executive Officers and Corporate Governance](#i3fc775a0b23944be8d8d9e56f3d5b466_19)\n\n[1](#i3fc775a0b23944be8d8d9e56f3d5b466_19)\n\n[Item 11.](#i3fc775a0b23944be8d8d9e56f3d5b466_49)\n\n[Executive Compensation](#i3fc775a0b23944be8d8d9e56f3d5b466_49)\n\n[8](#i3fc775a0b23944be8d8d9e56f3d5b466_49)\n\n[Item 12.](#i3fc775a0b23944be8d8d9e56f3d5b466_43)\n\n[Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#i3fc775a0b23944be8d8d9e56f3d5b466_43)\n\n[33](#i3fc775a0b23944be8d8d9e56f3d5b466_43)\n\n[I](#i3fc775a0b23944be8d8d9e56f3d5b466_40)[tem 13.](#i3fc775a0b23944be8d8d9e56f3d5b466_40)\n\n[Certain Relationships And Related Person Transactions and Director Independence](#i3fc775a0b23944be8d8d9e56f3d5b466_40)\n\n[35](#i3fc775a0b23944be8d8d9e56f3d5b466_40)\n\n[I](#i3fc775a0b23944be8d8d9e56f3d5b466_217)[tem 1](#i3fc775a0b23944be8d8d9e56f3d5b466_217)[4](#i3fc775a0b23944be8d8d9e56f3d5b466_217)[.](#i3fc775a0b23944be8d8d9e56f3d5b466_217)\n\n[Principal Accounting Fees and Services](#i3fc775a0b23944be8d8d9e56f3d5b466_217)\n\n[35](#i3fc775a0b23944be8d8d9e56f3d5b466_217)\n\n[PART IV](#i3fc775a0b23944be8d8d9e56f3d5b466_1091)\n\n[I](#i3fc775a0b23944be8d8d9e56f3d5b466_1091)[te](#i3fc775a0b23944be8d8d9e56f3d5b466_1091)[m 15.](#i3fc775a0b23944be8d8d9e56f3d5b466_1091)\n\n[Exhibits and F](#i3fc775a0b23944be8d8d9e56f3d5b466_1091)[inancial Statement](#i3fc775a0b23944be8d8d9e56f3d5b466_1091)[Sc](#i3fc775a0b23944be8d8d9e56f3d5b466_1091)[hedules](#i3fc775a0b23944be8d8d9e56f3d5b466_1091)\n\n[37](#i3fc775a0b23944be8d8d9e56f3d5b466_1091)\n\ni\n\n        \n\nPART III"}