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X 0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended : December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34506 TWO HARBORS INVESTMENT CORP . ( Exact Name of Registrant as Specified in Its Charter ) Maryland ( State or Other Jurisdiction of Incorporation Organization ) 601 Carlson Parkway , Suite 1400 Minnetonka , Minnesota ( Address of Principal Executive Offices ) ( 612 ) 453-4100 ( Registrant's Telephone Number , Including Area Code ) Securities Registered Pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) TWO 27-0312904 ( I.R.S. Employer Identification No. ) TWO PRA TWO PRB TWO PRC TWO PRD TWO PRE 55305 ( Zip Code ) Title of Each Class : Common Stock , par value $ 0.01 per share 8.125 % Series A Cumulative Redeemable Preferred Stock 7.625 % Series B Cumulative Redeemable Preferred Stock 7.25 % Series C Cumulative Redeemable Preferred Stock 7.75 % Series D Cumulative Redeemable Preferred Stock 7.50 % Series E Cumulative Redeemable Preferred Stock Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Name of Exchange on Which Registered : New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of “ large accelerated filer , ” “ accelerated filer , ” “ smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . X Large accelerated filer Non - accelerated filer Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No X As of June 30 , 2020 , the aggregate market value of the registrant's common stock held by non - affiliates of the registrant was approximately $ 1.4 billion based on the closing sale price as reported on the NYSE on that date . As of February 23 , 2021 , there were 273,711,007 shares of common stock , par value $ 0.01 per share , issued and outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement for the 2021 Annual Meeting of Stockholders , which will be filed with the Securities and Exchange Commission under Regulation 14A within 120 days after the end of registrant's fiscal year covered by this