Two Harbors CFO’s 83K shares redeemed at $12

Two Harbors Investment Corp. (TWO) reports that Chief Financial Officer William Dellal disposed of 83,388 shares of common stock in a transaction coded as a disposition to issuer in connection with the closing of a merger.

Rhea-AI Filing Summary

Two Harbors Investment Corp. (TWO) reports that Chief Financial Officer William Dellal disposed of 83,388 shares of common stock in a transaction coded as a disposition to issuer in connection with the closing of a merger. Under the CCM Merger Agreement, each share of TWO common stock outstanding at the merger’s Effective Time was automatically cancelled and converted into the right to receive $12.00 in cash, and all TWO restricted stock units were similarly cancelled for the same cash consideration per underlying share. Following this transaction, Dellal reported 0 shares of TWO common stock held directly.

Insider Trade Summary

Disposition: 83,388 shares

Disposition 1 txn

Insider Dellal William

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Common stock, par value $0.01 per share F1, F2	83,388	$12.00	$1.00M

Holdings After Transaction: Common stock, par value $0.01 per share — 0 shares (Direct)

Footnotes (2)

1. F1. Pursuant to the Agreement and Plan of Merger (as amended, the "CCM Merger Agreement"), dated March 27, 2026, by and among Two Harbors Investment Corp. ("TWO"), CrossCountry Intermediate Holdco, LLC ("CCM") and CrossCountry Merger Corp., a wholly owned subsidiary of CCM ("Merger Sub"), Merger Sub merged with and into TWO, with TWO surviving the merger as a wholly owned subsidiary of CCM (the "CCM Merger"). At the effective time of the CCM Merger (the "Effective Time"), each share of TWO's common stock ("TWO Common Stock") that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $12.00 in cash (the "CCM Merger Consideration").
2. F2. Pursuant to the CCM Merger Agreement, at the Effective Time, each TWO restricted stock unit that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive the CCM Merger Consideration with respect to each share of TWO Common Stock.

Key Figures

Shares disposed: 83,388 shares Merger Consideration per share: $12.00 per share Shares held after transaction: 0 shares +1 more

4 metrics

Shares disposed 83,388 shares Common stock disposed of by CFO William Dellal in issuer disposition on 2026-08-25

Merger Consideration per share $12.00 per share Cash consideration for each share of TWO common stock at the Effective Time of the CCM Merger

Shares held after transaction 0 shares Directly held TWO common stock reported for William Dellal following the merger-related disposition

Restricted stock unit treatment $12.00 per underlying share Each TWO restricted stock unit was cancelled and converted into the right to receive the Merger Consideration per underlying share

Key Terms

Agreement and Plan of Merger, Effective Time, restricted stock unit, Merger Consideration

4 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger (as amended, the "CCM Merger Agreement")"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Effective Time regulatory

"At the effective time of the CCM Merger (the "Effective Time"), each share"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

restricted stock unit financial

"each TWO restricted stock unit that was outstanding as of immediately prior to the Effective Time"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Merger Consideration financial

"converted into the right to receive $12.00 in cash (the "CCM Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

FAQ

What did TWO CFO William Dellal report on this Form 4 for TWO?

He reported a disposition to issuer of 83,388 shares of Two Harbors Investment Corp. common stock. The shares were cancelled at the merger’s Effective Time and converted into the right to receive $12.00 in cash per share under the CCM Merger Agreement.

At what price were William Dellal’s TWO shares converted in the merger?

Each share of Two Harbors Investment Corp. common stock was converted into the right to receive $12.00 in cash pursuant to the CCM Merger Agreement. Dellal’s 83,388 shares were subject to this same $12.00 per share Merger Consideration.

How many TWO shares did William Dellal hold after this reported transaction?

After the reported merger-related disposition, William Dellal’s directly held position in Two Harbors Investment Corp. common stock was 0 shares, as disclosed in the Form 4’s post-transaction holdings field.

What happened to TWO restricted stock units in the CCM Merger?

At the merger’s Effective Time, each outstanding TWO restricted stock unit, whether vested or unvested, was automatically cancelled and converted into the right to receive the $12.00 per share Merger Consideration with respect to each underlying share of TWO common stock.

Was this TWO Form 4 transaction under a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the footnotes describe the transaction as occurring pursuant to the CCM Merger Agreement, not a trading plan.

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Available on EDGAR 08/25/2026 - 05:00 PM Accepted by SEC EDGAR 08/25/2026 - 04:59 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dellal William

(Last) (First) (Middle)

TWO HARBORS INVESTMENT CORP.

1601 UTICA AVENUE SOUTH, SUITE 900

(Street)

ST. LOUIS PARK MINNESOTA 55416

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TWO HARBORS INVESTMENT CORP. [ TWO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026

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

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

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

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, par value $0.01 per share	08/25/2026		D		83,388(1)(2)	D	$12(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. Pursuant to the Agreement and Plan of Merger (as amended, the "CCM Merger Agreement"), dated March 27, 2026, by and among Two Harbors Investment Corp. ("TWO"), CrossCountry Intermediate Holdco, LLC ("CCM") and CrossCountry Merger Corp., a wholly owned subsidiary of CCM ("Merger Sub"), Merger Sub merged with and into TWO, with TWO surviving the merger as a wholly owned subsidiary of CCM (the "CCM Merger"). At the effective time of the CCM Merger (the "Effective Time"), each share of TWO's common stock ("TWO Common Stock") that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $12.00 in cash (the "CCM Merger Consideration").

2. Pursuant to the CCM Merger Agreement, at the Effective Time, each TWO restricted stock unit that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive the CCM Merger Consideration with respect to each share of TWO Common Stock.

	/s/ William Dellal	08/25/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)