Preliminary proxy statements relating to merger or acquisition

Offerings

v3.26.1
Offerings - Offering: 1
Apr. 10, 2026
USD ($)
Offering:  
Fee Previously Paid false
Transaction Valuation $ 1,164,564,151.2
Fee Rate 0.01381%
Amount of Registration Fee $ 160,826.31
Offering Note
   
(1)
Aggregate number of securities to which transaction applies: As of April 6, 2026, the maximum number of shares of Two Harbors Investment Corp.’s (“TWO”) common stock, par value $0.01 per share (the “TWO Common Stock”), to which this transaction applies is estimated to be 107,830,014, which consists of (i) 105,044,253 shares of TWO Common Stock issued and outstanding and entitled to receive the per share merger consideration of $10.80 in cash (the “Merger Consideration”); (ii) 1,123,247 shares of TWO Common Stock underlying TWO’s restricted stock units and entitled to receive the per share Merger Consideration; and (iii) 1,662,514 shares of TWO Common Stock underlying TWO’s performance stock units (assuming maximum performance) and entitled to receive the per share Merger Consideration. The underlying value of the transaction, as computed pursuant to Exchange Act Rule 0-11 and estimated solely for purposes of calculating the filing fee, as of April 6, 2026, was calculated based on the product of 107,830,014 shares of TWO Common Stock (including shares of TWO Common Stock underlying TWO’s restricted stock units and performance stock units) and the per share Merger Consideration. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the amount calculated in the preceding sentence by 0.00013810.