[Form 4] 180 DEGREE CAPITAL CORP. /NY/ Insider Trading Activity

Rhea-AI Filing Summary

Daniel B. Wolfe, reporting person, reported a disposition of 252,000 shares of 180 Degree Capital Corp. (TURN) with a transaction date of 09/12/2025. The filing shows the shares were disposed in connection with an all‑stock merger between 180 Degree Capital and Mount Logan Capital Inc., under which Issuer shares were exchanged at a ratio of 0.56666201 Issuer shares for one New Mount Logan share. The form states the Reporting Person did not sell Issuer shares in the merger and, upon consummation, ceased to be a Director and Executive Officer of 180 Degree Capital. The Form 4 is signed 09/16/2025.

Positive

• All‑stock merger completed converting Issuer shares into New Mount Logan shares at a disclosed exchange ratio
• No open‑market sale reported—disposition was effected through the merger exchange rather than a sale

Negative

• Reporting Person's beneficial ownership in the Issuer reduced to zero (252,000 shares disposed)
• Reporting Person ceased to be a Director and Executive Officer, indicating a governance change at the Issuer

Insights

Securities Analyst

TL;DR: Insider ownership reduced to zero via merger exchange; transaction appears administrative, not a market sale.

The Form 4 documents a 252,000-share disposition tied to an all‑stock merger that converted Issuer shares into New Mount Logan shares at a stated exchange ratio. The filing explicitly notes no open‑market sale occurred, indicating the change in beneficial ownership resulted from the corporate combination rather than liquidity-driven insider selling. For investors, this is a corporate-structure event that removes an insider from the board and executive ranks and converts prior holdings into equity of the surviving company.

Corporate Governance Expert

TL;DR: Insider ceased officer/director status after merger; transaction reflects ownership conversion and governance change.

The disclosure confirms that upon merger closing the Reporting Person no longer served as a Director or Executive Officer of the Issuer and that his Issuer shares were exchanged rather than sold. This is a routine post‑transaction disclosure showing an ownership and governance transition. Materiality centers on the merger itself and the elimination of this insider role at the Issuer.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wolfe Daniel B

(Last) (First) (Middle)

7 NORTH WILLOW STREET

SUITE 4B

(Street)

MONTCLAIR NJ 07042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
180 DEGREE CAPITAL CORP. /NY/ [ TURN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former Director and President

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/12/2025		S(1)		252,000	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposition of shares in conjunction with the all-stock merger of the Issuer with Mount Logan Capital Inc. (the "Merger") whereby all shares of the Issuer owned at the time of the Merger were exchanged for shares of the surviving company ("New Mount Logan") at a ratio of 0.56666201 shares of the Issuer for one share of common stock, par value $0.001, of New Mount Logan. No sales of shares of the Issuer owned by the Reporting Person occurred in conjunction with the Merger.

Remarks:

Upon the consummation of the Merger, the Reporting Person ceased to be a Director and Executive Officer of 180 Degree Capital.

	/s/ Daniel B. Wolfe	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Daniel B. Wolfe report on Form 4 for TURN?

The Form 4 reports a disposition of 252,000 shares of 180 Degree Capital Corp. (TURN) on 09/12/2025, resulting from an all‑stock merger.

Was the 252,000‑share disposition a market sale?

No. The filing states no sales of Issuer shares occurred in conjunction with the Merger; the shares were exchanged under the merger terms.

What exchange ratio was used in the merger with Mount Logan Capital?

Shares of the Issuer were exchanged at a ratio of 0.56666201 Issuer shares for one New Mount Logan share.

Did the reporting person remain an officer or director after the merger?

No. The filing states the Reporting Person ceased to be a Director and Executive Officer of 180 Degree Capital upon consummation of the merger.

When was the Form 4 signed?

The Form 4 bears the Reporting Person's signature dated 09/16/2025.