TURN insider Form 4 shows share exchange and director departure in merger

Rhea-AI Filing Summary

180 Degree Capital Corp. (TURN) reporting person Weil Parker Anders recorded a disposition of 11,033 shares of the issuer on 09/12/2025. The filing states the disposition occurred in conjunction with an all-stock merger with Mount Logan Capital Inc., in which each share of the issuer was exchanged for 0.56666201 shares of the surviving company, New Mount Logan. No open-market sale of TURN shares by the reporting person occurred; the shares were exchanged under the merger ratio. The filing also notes that upon closing of the merger the reporting person ceased to be a director of 180 Degree Capital.

Positive

• Disposition occurred via merger exchange rather than an open-market sale, as the filing explicitly states no sales by the reporting person occurred in conjunction with the Merger.
• Exchange ratio provided (0.56666201 shares of TURN per one New Mount Logan share), giving clear mechanics of the transaction.

Negative

• Reporting person ceased to be a director of 180 Degree Capital upon consummation of the Merger, indicating a governance change.
• Reduction in beneficial ownership of TURN by the reporting person: 11,033 shares were disposed of through the merger exchange.

Insights

Corporate Governance Expert

TL;DR: Insider share disposition was a merger exchange; reporting person also ceased as director, a routine corporate control change.

The Form 4 documents a disposition of 11,033 TURN shares on 09/12/2025 that was effected solely through an all-stock merger with Mount Logan Capital Inc., using the specified exchange ratio of 0.56666201 TURN shares per New Mount Logan share. No open-market sale occurred, which indicates the change in beneficial ownership resulted from corporate reorganization rather than a liquidity-driven sale by the insider. The filing also records the reporting person’s cessation as a director, a governance change tied to the transaction. For investors, this is a transactional disclosure rather than an individual trading signal.

M&A Specialist

TL;DR: Transaction is a statutorily required disclosure of merger consideration exchange, not an ordinary sale—standard merger mechanics applied.

The report clarifies that all shares held by the reporting person were exchanged in the Merger for shares of New Mount Logan at the stated ratio and that no sales of TURN shares by the reporting person occurred in connection with the Merger. This aligns with typical Form 4 reporting when ownership converts due to a corporate combination. The disclosure of the reporting person ceasing to be a director confirms a change in corporate control or board composition following the merger.

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^*

Weil Parker Anders

(Last) (First) (Middle)

7 N. 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

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)		11,033	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 of 180 Degree Capital.

	/s/ Daniel B. Wolfe by Power of Attorney	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the Form 4 filed for TURN disclose?

The Form 4 disclosed a disposition of 11,033 TURN shares on 09/12/2025 in connection with an all-stock merger with Mount Logan Capital Inc.

Were TURN shares sold on the open market by the reporting person?

No. The filing states no sales of TURN shares by the reporting person occurred in conjunction with the merger; the shares were exchanged under the merger terms.

What exchange ratio was used in the merger involving TURN?

The merger exchange ratio was 0.56666201 TURN shares for one share of New Mount Logan.

Did the reporting person’s role with TURN change after the merger?

Yes. The reporting person ceased to be a director of 180 Degree Capital upon consummation of the merger.

When was the transaction date reported on the Form 4 for TURN?

The transaction date was 09/12/2025.