Two Harbors Clears Final Regulator for $12.00-a-Share Cash Sale to CrossCountry Mortgage, With Closing Expected Before the Open on Aug. 25

by Maya Okafor · August 24, 2026

Deals & Listings Reporter, The SmallCap Signal

Two Harbors Investment Corp. (NYSE: TWO) said on Aug. 21 that it had received the final regulatory approval for its merger with CrossCountry Mortgage, LLC, and that the transaction is expected to close prior to market open on Aug. 25, 2026. As of Monday morning the deal had not closed.

Under the terms described in the Aug. 21 release, CrossCountry Merger Corp., a subsidiary of CCM, will merge with Two Harbors, with Two Harbors surviving as a wholly owned subsidiary of CrossCountry. Common stockholders are to receive $12.00 in cash for each share. Separately, they are to receive a stub period dividend of $0.20326 per share, payable to holders of record as of Aug. 24, 2026. The release states that the stub period dividend will be paid with the merger consideration and will not reduce or otherwise affect the merger consideration.

The path to $12.00 was not direct. Two Harbors and CrossCountry announced a definitive merger agreement on March 26, 2026 at $10.80 per share in cash, according to the Business Wire release issued that day. That agreement itself followed the collapse of an earlier deal: the March release notes that Two Harbors terminated a prior merger agreement with UWM and paid a $25.4 million termination fee.

HousingWire, reporting on the final approval, traced the sequence in more detail. Its account describes a December 2025 all-stock agreement with United Wholesale Mortgage valued at approximately $11.94 per share, which unravelled as UWM's own share price fell in early 2026; CrossCountry then emerged with an all-cash proposal at $10.80. According to that report, CCM raised its bid to $11.30 per share in April and to $12.00 with a dividend component in May, with UWM tabling competing proposals along the way, before the Two Harbors board reaffirmed its support for the CrossCountry offer.

HousingWire reports that investors approved the deal on July 2, and the transaction has since been working through regulatory clearance. The Aug. 21 release does not name the specific agency that granted the final approval, describing it only as the final regulatory approval for the merger.

For a mortgage REIT, the assets at stake are servicing rights rather than branches. HousingWire put Two Harbors' owned servicing portfolio at $158.89 billion as of the first quarter of 2026, and characterized the $12.00 price as a 19% premium to Two Harbors' end-of-March tangible book value. CrossCountry, for its part, is a privately held retail originator; in the March release announcing the original agreement, founder and chief executive Ron Leonhardt said the deal combined "TWO's best-in-class capital markets team and RoundPoint's established servicing infrastructure and operational expertise with CCM's #1 retail origination and servicing platform."

Preferred holders are treated separately from the common. The March 26 release states that holders of Series A, B and C preferred stock are to have their shares redeemed at $25.00 per share, plus any accumulated and unpaid dividends, following the closing. It also states that upon completion of the transaction Two Harbors common stock will be delisted from the New York Stock Exchange and Two Harbors will cease to be a publicly traded company — meaning that if the merger closes as expected, the Aug. 25 open would be the point at which the listing stops trading.

A few caveats belong on any deal that has not yet closed. The Aug. 21 release carries forward-looking statement language covering, among other things, the expected timing and likelihood of completion of the merger, the occurrence of any event that could give rise to its termination, the potential failure to satisfy the conditions to consummation, disruption of management attention, and the outcome of legal proceedings including stockholder litigation. The release does not include executive quotes, and it does not disclose the post-closing ownership structure of the combined business.

For small- and mid-cap investors, the Two Harbors outcome is a data point on how contested auctions in a rate-sensitive corner of financials have been resolving. A stock-for-stock offer from a listed acquirer was displaced by cash from a private one, and the winning bidder raised its price twice from the level at which it originally signed — from $10.80 to $11.30 to $12.00 — before the target's board stopped negotiating. Nothing here should be read as a view on the merits of any security; the numbers above come from the parties' own filings and releases and from HousingWire's reporting on the approval.