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- Securities Litigation (new) — Federal lawsuit alleging Exchange Act violations related to proxy disclosures for pending CCM merger, with emergency motion to block stockholder vote.
Two Harbors faces lawsuit seeking to block May 19 merger vote over proxy disclosures
Filed May 15, 2026 · Period ending May 13, 2026 · ~1 min read
Key Changes
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Stockholder filed federal lawsuit alleging proxy statement for CCM merger contains materially incomplete and misleading disclosures, violating securities laws. Emergency hearing scheduled May 18 to consider blocking May 19 stockholder vote.
Item 8.01 verify on EDGAR → -
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Court hearing on restraining order request set for May 18 at 10 AM Eastern, one day before planned stockholder meeting. Company must file response by May 15 at 5 PM Eastern.
Item 8.01 verify on EDGAR → -
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UWM Holdings (prior merger partner) filed its own proxy statement on May 14 stating positions on the CCM merger vote, suggesting potential opposition to the transaction.
Item 8.01 verify on EDGAR → -
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Two Harbors denies lawsuit has merit but is making disclosures to avoid merger delays and reduce litigation costs, prioritizing deal certainty over fighting the claims.
Item 8.01 verify on EDGAR → -
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Company previously amended its annual report (10-K/A) on April 27 and supplemented the original April 20 proxy statement, indicating prior disclosure updates.
Item 9.01 verify on EDGAR →
Summary
Two Harbors Investment Corp. disclosed that stockholder George Assad filed a federal lawsuit on May 13 alleging the company's proxy statement for its proposed merger with CrossCountry Intermediate Holdco (CCM) contains materially incomplete and misleading information, violating securities laws.
The plaintiff filed an emergency motion seeking a court order to block the May 19 special stockholder meeting until corrective disclosures are made. A hearing on this restraining order is scheduled for May 18—just one day before the planned vote—creating immediate uncertainty about whether the merger can proceed on schedule.
Retail investors should note that while Two Harbors denies the allegations and calls the lawsuit meritless, the company is making these disclosures specifically to avoid merger delays rather than to fight the claims. This suggests management is prioritizing deal certainty. Adding complexity, UWM Holdings (which had its own prior merger agreement with Two Harbors) filed a separate proxy statement on May 14 expressing its positions on the CCM merger, potentially signaling opposition. Watch the outcome of the May 18 court hearing closely. If the judge grants even a temporary restraining order, the May 19 vote will be delayed and the merger timeline disrupted. The company has already amended its annual report and supplemented its proxy statement in recent weeks, suggesting ongoing disclosure issues that may lend credibility to the plaintiff's claims about incomplete information.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
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On May 13, 2026, George Assad, a purported stockholder of Two Harbors Investment Corp. (“Two Harbors”) filed a complaint in the United States District Court for the District of Maryland, Northern Division styled Assad v. Two Harbors Investment Corp., et al., No 1:26-cv-01896-JRR (the “Assad Complaint”). The Assad Complaint asserts claims against Two Harbors and its directors (“Defendants”) for allegedly violating Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and Rule 14a-9 thereunder by disseminating and/or causing to be disseminated an allegedly materially incomplete and misleading proxy statement.
A stockholder filed a federal lawsuit alleging that Two Harbors and its directors violated securities laws by issuing a materially incomplete and misleading proxy statement related to the pending merger with CrossCountry Intermediate Holdco, LLC (CCM). The complaint seeks to enjoin the May 19, 2026 special stockholder meeting and block the merger until corrective disclosures are made. The company denies the allegations but is disclosing the lawsuit to avoid potential delays to the merger closing.
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Also on May 13, 2026, George Assad filed a motion for temporary restraining order and preliminary injunction seeking an order enjoining Defendants from holding the stockholder vote until Defendants make supplemental disclosures in the proxy statement (the “Assad Motion”). An initial status conference is scheduled for May 15, 2026 at 2:00 PM Eastern, and a hearing on the requested restraining order is scheduled for May 18, 2026 at 10:00 AM Eastern. The deadline for Defendants to file their response to the Assad Motion is May 15, 2026 at 5:00 PM Eastern.
The plaintiff filed an emergency motion seeking a court order to block the May 19 stockholder vote on the CCM merger. A hearing on this restraining order request is scheduled for May 18, just one day before the planned stockholder meeting. This creates immediate timing risk for the merger transaction, as the court could potentially halt the vote if it finds merit in the disclosure allegations.
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Additionally, on May 14, 2026 UWM Holdings Corporation (“UWMC”) filed a Schedule 14A Definitive Proxy stating its positions on the upcoming stockholder vote regarding the CCM Merger (the “UWMC Proxy”).
UWM Holdings Corporation, which had a prior merger agreement with Two Harbors, filed its own proxy statement expressing its positions on the CCM merger vote. This suggests UWMC may be opposing the CCM transaction or advocating for an alternative outcome. The company is disclosing this filing alongside the lawsuit to provide stockholders with complete information before the May 19 vote.
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Defendants believe that the Assad Complaint and the Assad Motion are without merit and that no supplemental disclosures are required under applicable laws; however, to avoid the risk of the Assad Complaint and the Assad Motion delaying Two Harbors’ merger with CCM and to minimize the expense of defending the Assad Complaint and the Assad Motion, and without admitting any liability or wrongdoing, Two Harbors is disclosing the Assad Complaint
Two Harbors states it believes the lawsuit is meritless and no additional proxy disclosures are legally required. The company is making this 8-K disclosure not because it admits wrongdoing, but to avoid potential delays to the CCM merger closing and reduce litigation costs. This suggests the company is prioritizing deal certainty over fighting the lawsuit on principle.
Event · Item 9.01 — Financial Statements and Exhibits
Two Harbors filed an exhibit titled 'Assad Complaint' dated May 13, 2026, likely related to stockholder litigation concerning the proposed CCM merger.
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Assad Complaint, dated May 13, 2026
Two Harbors has filed an exhibit labeled 'Assad Complaint' dated May 13, 2026. While the 8-K does not detail the complaint's contents, the filing occurs in the context of a proposed CCM merger for which the company has already issued a proxy statement. The forward-looking statements section explicitly mentions 'the outcome of any legal proceedings relating to the proposed CCM merger, including stockholder litigation in connection with the proposed CCM merger' as a risk factor, suggesting this complaint may be stockholder litigation challenging the merger terms or process.
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The Proxy Statement was first mailed to Two Harbors stockholders on or about April 20, 2026, and was thereafter supplemented.
The company discloses that its proxy statement for the proposed CCM merger, originally mailed April 20, 2026, has been supplemented. Proxy supplements typically provide additional or corrected information material to the stockholder vote. The nature of the supplement is not detailed in this 8-K.
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Please also refer to the sections in Two Harbors’ Form 10-K/A filed with the SEC on April 27, 2026 captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
Two Harbors references a Form 10-K/A (amended annual report) filed April 27, 2026, directing readers to compensation and ownership sections. The 10-K/A filing suggests the company amended its annual report, potentially to correct or supplement prior disclosures about executive compensation or beneficial ownership.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify