Two Harbors Investment Corp. (NYSE: TWO), an Agency + MSR mortgage real estate investment trust, today announced that is has priced a public offering of 40,000,000 shares of its common stock for a total expected gross proceeds of $260 million, before underwriting fees and estimated offering expenses. In connection with the offering, the Company has also granted the underwriters an option for 30 days to purchase up to an additional 6,000,000 shares of common stock. The offering is subject to customary conditions and is expected to close on or about July 15, 2021.

The Company intends to use the net proceeds from the offering to purchase its target assets, including residential mortgage-backed securities, mortgage servicing rights and other financial assets, in each case subject to its investment guidelines and to the extent consistent with maintaining its real estate investment trust qualification, and for general corporate purposes.

Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers for the offering. JMP Securities LLC is acting as co-manager.

The offering will be made pursuant to the company’s shelf registration statement previously filed with the Securities and Exchange Commission (“SEC”) on February 26, 2021 (Commission File No. 333-253606). The offering will be made only by means of a prospectus supplement and an accompanying prospectus. Before you invest, you should read the prospectus supplement and accompanying prospectus along with other documents that the company has filed with the SEC for more complete information about the company and this offering. Copies of the preliminary prospectus supplement and accompanying prospectus, when available, may be obtained by contacting:

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

Attention: Prospectus Department

Or by telephone at (866) 471-2526

J.P. Morgan Securities LLC

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Or by email at: prospectus-eq_fi@jpmchase.com

Or by telephone at: (866) 803-9204

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, shares of common stock, or any other securities, nor shall there be any sale of the company’s 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 jurisdiction.

Cautionary Notice Regarding Forward-Looking Statements

This release may include statements and information that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and we intend such forward-looking statements to be covered by the safe harbor provisions therein and are included in this statement for purposes of invoking these safe harbor provisions. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance. The forward-looking statements made in this release include, but may not be limited to, expectations regarding the use of proceeds from the offering.

Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. There can be no assurance that actual results will not differ materially from our expectations. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks identified under the captions “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our public filings with the SEC, which are available on the SEC’s website at www.sec.gov.

All written or oral forward-looking statements that we make, or that are attributable to us, are expressly qualified by this cautionary notice. Except to the extent required by applicable laws and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

Two Harbors Investment Corp.

Two Harbors Investment Corp., a Maryland corporation, is a real estate investment trust that invests in residential mortgage-backed securities, mortgage servicing rights and other financial assets. Two Harbors is headquartered in Minnetonka, MN.

Additional Information

Stockholders of Two Harbors and other interested persons may find additional information regarding the company at the Securities and Exchange Commission’s Internet site at www.sec.gov or by directing requests to: Two Harbors Investment Corp., 601 Carlson Parkway, Suite 1400, Minnetonka, MN, 55305, telephone (612) 453-4100.

Contact

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