{"url_path":"/sec/twod/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits and Financial Statement Schedules","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":2092,"has_tables":true,"body_markdown":"Item 15. Exhibits and Financial Statement Schedules\n\n(a) The following documents were filed as part of the 2025 Annual Report on Form 10-K filed with the SEC on February 17, 2026:\n\n(1)Consolidated Financial Statements:\n\nThe consolidated financial statements of the Company, together with the independent registered public accounting firm’s report thereon, are set forth in Part II, Item 8 of the 2025 Annual Report on Form 10-K.\n\n(2)Schedules to Consolidated Financial Statements:\n\nAll consolidated financial statement schedules not included have been omitted because they are either inapplicable or the information required is provided in the Company’s Consolidated Financial Statements and Notes thereto, included in Part II, Item 8, of the 2025 Annual Report on Form 10-K.\n\n(3)Exhibits:\n\nThe exhibits listed on the accompanying Exhibits Index are filed or incorporated by reference as part of this Amendment.\n\n37\n\nExhibit Number\n\nExhibit Index\n\n2.1\n\n[Agreement and Plan of Merger, dated as of June 11, 2009, by and among Capitol Acquisition Corp., Two Harbors Investment Corp., Two Harbors Merger Corp. and Pine River Capital Management L.P. (incorporated by reference to Annex A filed with Amendment No. 4 to the Registrant’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (\"SEC\") on October 8, 2009).](https://www.sec.gov/Archives/edgar/data/1465740/000119312509205749/ds4a.htm)\n\n2.2\n\n[Amendment No. 1 to Agreement and Plan of Merger, dated as of August 17, 2009, by and among Capitol Acquisition Corp., Two Harbors Investment Corp., Two Harbors Merger Corp. and Pine River Capital Management L.P. (incorporated by reference to Annex A-2 filed with Amendment No. 4 to the Registrant’s Registration Statement on Form S-4 filed with the SEC on October 8, 2009).](https://www.sec.gov/Archives/edgar/data/1465740/000119312509205749/ds4a.htm)\n\n2.3\n\n[Amendment No. 2 to Agreement and Plan of Merger, dated as of September 20, 2009, by and among Capitol Acquisition Corp., Two Harbors Investment Corp., Two Harbors Merger Corp. and Pine River Capital Management L.P. (incorporated by reference to Annex A-3 filed with Amendment No. 4 to the Registrant’s Registration Statement on Form S-4 filed with the SEC on October 8, 2009).](https://www.sec.gov/Archives/edgar/data/1465740/000119312509205749/ds4a.htm)\n\n2.4\n\n[Agreement and Plan of Merger, by and among Two Harbors Investment Corp., Eiger Merger Subsidiary LLC and CYS Investments, Inc., dated as of April 25, 2018 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2018).](https://www.sec.gov/Archives/edgar/data/1465740/000104746918003238/a2235504zex-2_1.htm)\n\n2.5\n\n[Agreement and Plan of Merger, dated as of March 27, 2026, by and among CrossCountry Intermediate Holdco, LLC, CrossCountry Merger Corp. and Two Harbors Investment Corp. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 27, 2026).](https://www.sec.gov/Archives/edgar/data/1465740/000110465926035663/tm269980d1_ex2-1.htm)\n\n3.1\n\n[Articles of Amendment and Restatement of Two Harbors Investment Corp. (incorporated by reference to Exhibit 99.1 to Annex B filed with Amendment No. 4 to the Registrant’s Registration Statement on Form S-4 filed with the SEC on October 8, 2009).](https://www.sec.gov/Archives/edgar/data/1465740/000119312509205749/ds4a.htm)\n\n3.2\n\n[Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp. (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 19, 2012).](https://www.sec.gov/Archives/edgar/data/1465740/000119312512506903/d455705dex991.htm)\n\n3.3\n\n[Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp., effective as of 5:01 PM Eastern Time on November 1, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 2, 2017).](https://www.sec.gov/Archives/edgar/data/1465740/000146574017000103/ex31articlesofamendmentt.htm)\n\n3.4\n\n[Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp., effective as of 5:02 PM Eastern Time on November 1, 2017 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 2, 2017).](https://www.sec.gov/Archives/edgar/data/1465740/000146574017000103/ex32articlesofamendmentt.htm)\n\n3.5\n\n[Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 23, 2020).](https://www.sec.gov/Archives/edgar/data/1465740/000110465920107833/tm2031465d1_ex3-1.htm)\n\n3.6\n\n[Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp., effective as of 5:01 PM Eastern Time on November 1, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 2, 2022).](https://www.sec.gov/Archives/edgar/data/1465740/000110465922113745/tm2229101d1_ex3-1.htm)\n\n3.7\n\n[Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp., effective as of 5:02 PM Eastern Time on November 1, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 2, 2022).](https://www.sec.gov/Archives/edgar/data/1465740/000110465922113745/tm2229101d1_ex3-2.htm)\n\n3.8\n\n[Articles Supplementary to the Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp. designating the shares of 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.3 of the Registrant’s Form 8-A filed with the SEC on March 13, 2017).](https://www.sec.gov/Archives/edgar/data/1465740/000110465917016104/a17-7639_4ex3d3.htm)\n\n3.9\n\n[Articles Supplementary to the Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp. designating the shares of 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.4 of the Registrant’s Form 8-A filed with the SEC on July 17, 2017).](https://www.sec.gov/Archives/edgar/data/1465740/000110465917045299/a17-18018_1ex3d4.htm)\n\n3.10\n\n[Articles Supplementary to the Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp. designating the shares of 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.7 of the Registrant’s Form 8-A filed with the SEC on November 22, 2017).](https://www.sec.gov/Archives/edgar/data/1465740/000110465917070156/a17-27150_3ex3d7.htm)\n\n38\n\nExhibit Number\n\nExhibit Index\n\n3.11\n\n[Articles Supplementary to the Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp. reclassifying and redesignating (i) all 3,000,000 authorized but unissued shares of 7.75% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of undesignated preferred stock, and (ii) all 8,000,000 authorized but unissued shares of 7.50% Series E Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of undesignated preferred stock (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on March 19, 2021).](https://www.sec.gov/Archives/edgar/data/1465740/000110465921039188/tm2110251d1_ex3-1.htm)\n\n3.12\n\n[Amended and Restated Bylaws of Two Harbors Investment Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 23, 2020).](https://www.sec.gov/Archives/edgar/data/1465740/000110465920107833/tm2031465d1_ex3-2.htm)\n\n4.1\n\n[Indenture, dated as of January 19, 2017, between Two Harbors Investment Corp. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 19, 2017).](https://www.sec.gov/Archives/edgar/data/1465740/000110465917003087/a17-1662_5ex4d1.htm)\n\n4.2\n\n[Third Supplemental Indenture, dated as of May 5, 2025, among Two Harbors Investment Corp., The Bank of New York Mellon Trust Company, N.A., as original trustee, and U.S. Bank Trust Company, National Association, as series trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 7, 2025).](https://www.sec.gov/Archives/edgar/data/1465740/000110465925045359/tm2513870d4_ex4-2.htm)\n\n4.3\n\n[Fourth Supplemental Indenture, dated as of May 13, 2025, between Two Harbors Investment Corp. and U.S. Bank Trust Company, National Association, as series trustee (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form 8-A, filed with the SEC on May 13, 2025).](https://www.sec.gov/Archives/edgar/data/1465740/000110465925047833/tm2514796d1_ex4-4.htm)\n\n4.4\n\n[Form of 9.375% Senior Notes Due 2030 of the Company (attached as Exhibit A to the Fourth Supplemental Indenture, incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form 8-A, filed with the SEC on May 13, 2025).](https://www.sec.gov/Archives/edgar/data/1465740/000110465925047833/tm2514796d1_ex4-4.htm)\n\n4.5\n\n[Description of Securities. (incorporated by reference to Exhibit 4.5 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 17, 2026).](https://www.sec.gov/Archives/edgar/data/1465740/000146574026000009/twoexh1231202545.htm)\n\n10.1*\n\n[Second Restated 2009 Equity Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the SEC on March 26, 2015).](https://www.sec.gov/Archives/edgar/data/1465740/000110465915023100/a15-1660_1def14a.htm)\n\n10.2*\n\n[Form of Restricted Stock Agreement under the Second Restated 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2015).](https://www.sec.gov/Archives/edgar/data/1465740/000146574015000058/twoexh63015102.htm)\n\n10.3*\n\n[Two Harbors Investment Corp. 2021 Equity Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the SEC on April 6, 2021).](https://www.sec.gov/Archives/edgar/data/1465740/000110465921047171/tm212365d2_def14a.htm#a_035)\n\n10.4*\n\n[Form of Director Restricted Stock Unit Agreement under the Two Harbors Investment Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Registration Statement on Form S-8 filed with the SEC on May 19, 2021).](https://www.sec.gov/Archives/edgar/data/1465740/000110465921069307/tm2116397d1_ex10-2.htm)\n\n10.5*\n\n[Form of Officer Restricted Stock Unit Agreement under the Two Harbors Investment Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant's Registration Statement on Form S-8 filed with the SEC on May 19, 2021).](https://www.sec.gov/Archives/edgar/data/1465740/000110465921069307/tm2116397d1_ex10-3.htm)\n\n10.6*\n\n[Form of Officer Performance Share Unit Agreement under the Two Harbors Investment Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on April 30, 2024).](https://www.sec.gov/Archives/edgar/data/1465740/000146574024000114/twoexh3312024101.htm)\n\n10.7*\n\n[Form of Common Stock Award Agreement under the Two Harbors Investment Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of the Registrant's Registration Statement on Form S-8 filed with the SEC on May 19, 2021).](https://www.sec.gov/Archives/edgar/data/1465740/000110465921069307/tm2116397d1_ex10-5.htm)\n\n10.8\n\n[Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 19, 2009).](https://www.sec.gov/Archives/edgar/data/1465740/000114420409060853/v167046_ex10-1.htm)\n\n10.9\n\n[Settlement Agreement and Release, dated August 20, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 20, 2025).](https://www.sec.gov/Archives/edgar/data/1465740/000110465925080919/tm2523885d1_ex10-1.htm)\n\n10.10*\n\n[Two Harbors Investment Corp. Severance Benefits Plan (Amended & Restated Effective December 16, 2025) (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on December 17, 2025).](https://www.sec.gov/Archives/edgar/data/1465740/000110465925122070/tm2533517d3_ex10-1.htm)\n\n10.11*\n\n[Form of Accelerated Payment Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 17, 2025).](https://www.sec.gov/Archives/edgar/data/1465740/000110465925122070/tm2533517d3_ex10-2.htm)\n\n10.12*\n\n[Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 17, 2025).](https://www.sec.gov/Archives/edgar/data/1465740/000110465925122070/tm2533517d3_ex10-3.htm)\n\n39\n\nExhibit Number\n\nExhibit Index\n\n19.1\n\n[Two Harbors Investment Corp. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 18, 2025).](https://www.sec.gov/Archives/edgar/data/1465740/000146574025000083/twoexh12312024191.htm)\n\n21.1\n\n[Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 17, 2026).](https://www.sec.gov/Archives/edgar/data/1465740/000146574026000009/twoexh12312025211.htm)\n\n23.1\n\n[Consent of Independent Registered Public Accounting Firm of Ernst & Young LLP (incorporated by reference to Exhibit 23.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 17, 2026).](https://www.sec.gov/Archives/edgar/data/1465740/000146574026000009/twoexh12312025231.htm)\n\n24.1\n\n[Powers of Attorney (included on signature page of the Registrant's Annual Report on Form 10-K filed with the SEC on February 17, 2026).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1465740/000146574026000009/two-20251231.htm#fact-identifier-916)\n\n31.1\n\n[Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)](twoexh12312025311.htm)\n\n31.2\n\n[Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)](twoexh12312025312.htm)\n\n32.1\n\n[Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 17, 2026).](https://www.sec.gov/Archives/edgar/data/1465740/000146574026000009/twoexh12312025321.htm)\n\n32.2\n\n[Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 17, 2026).](https://www.sec.gov/Archives/edgar/data/1465740/000146574026000009/twoexh12312025322.htm)\n\n97.1\n\n[Two Harbors Investment Corp. Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 21, 2023).](https://www.sec.gov/Archives/edgar/data/1465740/000110465923102838/tm2326620d1_ex10-1.htm)\n\n101.INS\n\nXBRL Instance Document\n\n101.SCH\n\nInline XBRL Taxonomy Extension Schema Document\n\n101.CAL\n\nInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n101.DEF\n\nInline XBRL Taxonomy Extension Definition Linkbase Document\n\n101.LAB\n\nInline XBRL Taxonomy Extension Label Linkbase Document\n\n101.PRE\n\nInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n104\n\nCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (filed herewith)\n\n____________________\n\n*    Management or compensatory agreement\n\n40\n\nSIGNATURES\n\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.\n\n \n\nTWO HARBORS INVESTMENT CORP.\n\nDated:\n\nApril 27, 2026\n\nBy:\n\n/s/ William Greenberg\n\nWilliam Greenberg\n\nPresident and Chief Executive Officer\n\n(Principal Executive Officer)\n\n41"}