Two Harbors Investment Corp美股招股说明书(2025-05-08版)

9.375% SENIOR NOTES DUE 2030 We are offering $100,000,000 aggregate principal amount of our 9.375% Senior Notes due 2030 (or the “notes”) under thisprospectus supplement. The notes will bear interest at a rate equal to 9.375% per year, payable quarterly in arrears on February15,May15, August15 and November15 of each year, beginning on August15, 2025. The notes will mature on August15, 2030. Thenotes will be issued in minimum denominations of $25 and integral multiples of $25 in excess thereof. We may redeem the notes, in whole or in part, at any time on or after May15, 2027 at a redemption price equal to 100% of theprincipal amount redeemed plus accrued and unpaid interest to, but excluding, the redemption date. Upon a Change of ControlRepurchase Event, we will be required to make an offer to repurchase all outstanding notes at a price in cash equal to 101% of theprincipal amount of the notes, plus accrued and unpaid interest to, but not including, the repurchase date. See “Description of theNotes — Offer to Repurchase Upon a Change of Control Repurchase Event.” The notes will be our senior unsecured obligations and will rank senior in right of payment to any future indebtedness that isexpressly subordinated in right of payment to the notes, equal in right of payment to our existing and future unsecured indebtednessthat is not so subordinated, including our 6.25% Convertible Senior Notes due 2026, effectively junior to any future securedindebtedness to the extent of the value of the assets securing such indebtedness and structurally junior to all existing and futureindebtedness and any preferred equity of our subsidiaries as well as to any of our existing or future indebtedness that may beguaranteed by any of our subsidiaries (to the extent of any such guarantee). The notes are a new issue of securities and there is no established trading market for the notes. We intend to apply to list the noteson the New York Stock Exchange (“NYSE”) under the symbol “TWOD.” If approved for listing, trading on NYSE is expected to beginwithin 30days of May 13, 2025, the original issue date. The notes are expected to trade “flat,” meaning that purchasers will not pay,and sellers will not receive, any accrued and unpaid interest on the notes that is not included in the trading price. Investing in the notes involves risks that are described under the caption “Risk Factors” beginning on pageS-6of this prospectussupplement and in ourAnnual Report on Form 10-K for the fiscal year ended December31, 2024, which is incorporated by reference in thisprospectus supplement. Per NoteTotalPublic offering price$25.0000$100,000,000Underwriting discounts and commissions$0.7875$3,150,000Proceeds to us (before expenses)$24.2125$96,850,000(1) Assumes no exercise of the underwriters’ over-allotment option. Neither the Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. We have also granted the underwriters an option to purchase within 30days from the date of this prospectus supplement up to anadditional $15,000,000 principal amount of notes from us at the initial public offering price less the underwriting discounts andcommissions solely to cover over-allotments, if any. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company onor about May 13, 2025. Joint Book-Running Managers TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivSUMMARYS-1OUR COMPANYS-1THE OFFERINGS-3RISK FACTORSS-6USE OF PROCEEDSS-9CAPITALIZATIONS-10DESCRIPTION OF THE NOTESS-11ADDITIONAL MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-19UNDERWRITINGS-24LEGAL MATTERSS-27EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATIONS-27INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-28 PROSPECTUS PageABOUT THIS PROSPECTUS1NOTE REGARDING FORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY3RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEPOSITARY SHARES10DESCRIPTION OF DEBT SECURITIES13RESTRICTIONS ON OWNERSHIP AND TRANSFER23CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND TWOHARBORS’ CHARTER AND BYLAWS26U.S. FEDERAL INCOME TAX CONSIDERATIONS31SELLING SECURITYHOLDERS51PLAN OF DISTRIBUTION52LEGAL MATTERS55EXPERTS55WHERE YOU CAN FIND MORE INFORMATION55INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE55 You should rely only on the information contained in or incorporated by reference into this prospectussupplement, the accompanying prospectus or any applicable free writing prospectus. We have not, and theunderwriters have not, authorized anyone to provide you with different information. We and the underwriterstake no responsibility for, and can provide no assurance as to t