Two Harbors Investment Corp美股招股说明书(2025-09-19版)

15,000,000 SharesCommon Stock On September19, 2025, we amended and restated our equity distribution agreement with Citizens JMPSecurities, LLC (as amended, the “Citizens equity distribution agreement”) and entered into a separateequity distribution agreement with BTIG, LLC (the “BTIG equity distribution agreement,” and togetherwith the Citizens equity distribution agreement, the “equity distribution agreements”) relating to shares ofour common stock offered by this prospectus supplement. Citizens JMP Securities, LLC and BTIG, LLC arereferred to as the sales agents. In accordance with the terms of the equity distribution agreements, we mayoffer and sell up to 15,000,000 shares of our common stock from time to time through the sales agents. Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “TWO.”The closing price of our common stock on the NYSE on September18, 2025, was $9.93 per share. Sales of shares of our common stock, if any, under this prospectus supplement may be made innegotiated transactions or transactions that are deemed to be “at the market” offerings as defined inRule415 under the Securities Act of 1933, as amended, including sales made directly on the NYSE or salesmade to or through a market maker other than on an exchange. The sales agents will make all sales usingcommercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreedterms between the sales agents and us. The sales agents will be entitled to total compensation of up to 2% of the gross proceeds from the saleof the shares of common stock sold under the equity distribution agreements, as further described hereinunder the caption “Plan of Distribution.” In connection with the sale of shares of common stock on ourbehalf, each sales agent may be deemed to be an “underwriter” within the meaning of the Securities Act of1933, as amended, and the compensation of such sales agent may be deemed to be underwritingcommissions or discounts. We have elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income taxpurposes. To assist us in qualifying as a REIT, among other purposes, ownership of shares of our commonstock by any person is limited, with certain exceptions, to 9.8% by value or by number of shares, whicheveris more restrictive, of the outstanding shares of our common stock and 9.8% by value or by number ofshares, whichever is more restrictive, of the aggregate of the outstanding shares of our capital stock. Inaddition, our charter contains various other restrictions on the ownership and transfer of our stock. Investing in our common stock involves certain risks. See “Risk Factors” beginning on pageS-3of thisprospectus supplement and in the reports we file with the Securities and Exchange Commission pursuant tothe Securities Exchange Act of 1934, or the Exchange Act, incorporated by reference in this prospectussupplement and the accompanying prospectus, to read about factors you should consider before making aninvestment in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectusis truthful or complete. Any representation to the contrary is a criminal offense. BTIG Citizens Capital Markets The date of this prospectus supplement is September19, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1NOTE REGARDING FORWARD-LOOKING STATEMENTSS-1RISK FACTORSS-3USE OF PROCEEDSS-6PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-7EXPERTSS-7WHERE YOU CAN FIND MORE INFORMATIONS-7INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-8 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 in this prospectussupplement, the accompanying prospectus, or any free writing prospectus that we may provide you. Neitherwe nor the sales agents have authorized anyone to provide you with information that is different. None ofthis prospectus supplement, the accompanying prospectus or any free writing prospectus we may provideyou constitutes, or may be used in connection with, an offer to sell, or a solicitation of an offer to buy, anysecurities offered by this prospectus supplement, the accompanying prospectus or any free writingprospectus we may provide you by any person in any jurisdiction in which it is unlawful for such person tom