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Get filing alertsTwo Harbors secures waiver to pay pro-rated dividend if CCM merger closes mid-quarter
Filed May 14, 2026 · Period ending May 13, 2026 · ~1 min read
Key Changes
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CCM irrevocably waived merger agreement restrictions, allowing Two Harbors to pay shareholders a pro-rated dividend for any partial quarter if the merger closes before quarter-end, ensuring investors receive income for the stub period.
Item 8.01 verify on EDGAR → -
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Stub dividend will be calculated as the most recent quarterly dividend (capped at $0.34/share) multiplied by days elapsed in the quarter through the day before closing, then divided by total days in that quarter.
Item 8.01 verify on EDGAR → -
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Two Harbors will continue paying regular quarterly dividends as usual for any complete quarters before the merger closes; the stub dividend only applies if closing occurs mid-quarter.
Item 8.01 verify on EDGAR →
Summary
Two Harbors Investment Corp. received an important concession from its merger partner CCM on May 13, 2026. The original merger agreement prevented the company from paying dividends for partial quarters, which would have left shareholders without income if the deal closed mid-quarter.
CCM's irrevocable waiver now permits a pro-rated stub period dividend, calculated based on the most recent quarterly payment (up to $0.34 per share) and the number of days elapsed in the quarter before closing. For income-focused investors in this mortgage REIT, this waiver protects dividend continuity during the merger transition.
The company will continue regular quarterly dividends for any complete quarters before closing, and the new stub dividend ensures no income gap if the deal completes between quarter-end dates. The record date will be set immediately before the merger closes, with payment contingent on deal completion. Investors should watch for the actual merger closing date announcement, which will determine whether a stub dividend is paid and its exact amount based on the pro-ration formula.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 13, 2026, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), delivered to Two Harbors Investment Corp. (“Two Harbors”), a letter irrevocably waiving the restrictions set forth in Section 6.1(b) (i) of the Agreement and Plan of Merger, dated as of March 27, 2026, as amended on April 28, 2026, and as further amended on May 7, 2026, by and among Two Harbors, CCM, and Merger Sub (the “CCM Merger Agreement”), to permit Two Harbors to declare and pay a pro-rated dividend on Two Harbors common stock for the quarter in which the proposed merger pursuant to the CCM Merger Agreement (the “CCM merger”) closes (the “Permitted Stub Period Dividend”).
The merger partner CCM waived a restriction in the merger agreement that previously prevented Two Harbors from paying a dividend for a partial quarter. This waiver allows Two Harbors to pay stockholders a pro-rated dividend if the merger closes mid-quarter rather than on a quarter-end date. The waiver is irrevocable and was delivered on May 13, 2026.
Added in current filing · verify on EDGAR →
The per share Permitted Stub Period Dividend amount payable by Two Harbors will be an amount equal to Two Harbors’ most recent quarterly dividend on Two Harbors common stock actually paid before the closing of the proposed CCM merger (up to $0.34 per share of Two Harbors common stock), multiplied by the number of days elapsed since the end of the calendar quarter immediately preceding the calendar quarter in which the closing of the proposed CCM merger occurs through and including the day prior to the closing date of the proposed CCM merger, and divided by the actual number of days in the calendar quarter in which such dividend is declared.
The stub period dividend will be calculated by taking the most recent quarterly dividend (capped at $0.34 per share), multiplying by the number of days from the prior quarter-end through the day before merger closing, and dividing by total days in that quarter. This creates a pro-rated payment for the partial quarter. The record date will be immediately before the merger closes, and payment is conditioned on the merger completing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify