Two Harbors Investment Corp. (NYSE:TWO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.

On February8, 2019, Two Harbors Investment Corp. (“Two Harbors,” “we,” “our” or “us”) entered into an equity distribution agreement (“the “Equity Distribution Agreement”) with Credit Suisse Securities (USA) LLC, which we refer to as the “Sales Agent.” In accordance with the terms of the Equity Distribution Agreement, we may offer and sell up to 35,000,000 shares of our common stock, par value $0.01 per share (the “Shares”), from time to time through the Sales Agent.

Sales of the Shares, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule415 under the Securities Act of 1933, as amended, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange. The Sales Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Sales Agent and us. The Sales Agent will be entitled to total compensation of up to 2% of the gross proceeds from the sale of the Shares sold under the Equity Distribution Agreement.

The Shares will be issued to the Company’s shelf registration statement on FormS-3 (No.333-223311) (the “Registration Statement”), including the prospectus, dated February28, 2018, and the prospectus supplement, dated February8, 2019, as the same may be amended or supplemented.

The Company has agreed to indemnify the Sales Agent against certain specified types of liabilities, including liabilities under the Securities Act, or to contribute to payments that the sales agent may be required to make because of those liabilities. The Sales Agent or its respective affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services with, and have provided and may in the future provide financial advisory services to, the Company and its affiliates for which they have received or may receive customary fees and expenses.

The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the entire Equity Distribution Agreement, a copy of which is attached hereto as Exhibit1.1, and incorporated herein by reference.

This Current Report on Form8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there been any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 1.01 Termination of a Material Definitive Agreement.

In connection with our entry into the Equity Distribution Agreement, we have given notice of termination of our prior equity distribution agreement with JMP Securities LLC and Keefe, Bruyette& Woods,Inc., that was entered into on May