Two Harbors CRO gets 99,912 shares in CCM Merger
Rhea-AI Filing Summary
TWO HARBORS INVESTMENT CORP. (TWO) reported Form 4 transactions for Chief Risk Officer Robert Rush tied to the closing of the CCM Merger. Rush was deemed to receive 99,912 shares of common stock upon vesting of performance share units under the 2021 Equity Incentive Plan. At the merger’s effective time, 242,470 shares of TWO common stock were automatically cancelled and converted into the right to receive $12.00 in cash per share under the CCM Merger Agreement, with outstanding RSUs and PSUs similarly converted into cash rights based on the merger consideration.
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Insights
Analyzing...
Insider Trade Summary
Net Seller: 142,558 shares
Net Sell
2 txns
Insider
RUSH ROBERT
Role
Chief Risk Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common stock, par value $0.01 per share F1, F3 | 99,912 | $0.00 | $0.00 |
| Disposition | Common stock, par value $0.01 per share F2, F4 | 242,470 | $12.00 | $2.91M |
Holdings After Transaction:
Common stock, par value $0.01 per share — 0 shares (Direct)
Footnotes (4)
- F1. Represents shares of common stock deemed received by the reporting person in connection with the vesting of performance share units (each, a "TWO PSU") previously granted to the reporting person under the Two Harbors Investment Corp. 2021 Equity Incentive Plan.
- F2. 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").
- F3. Includes TWO restricted stock units ("TWO RSUs") described in footnote 4 below.
- F4. Pursuant to the CCM Merger Agreement, at the Effective Time, (i) each TWO RSU 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 and (ii) each TWO PSU that was outstanding as of immediately prior to the Effective Time was automatically canceled and converted into the right to receive the Merger Consideration with respect to each share of TWO Common Stock subject to such TWO PSU immediately prior to the Effective Time that is earned and vested assuming achievement of the applicable performance criteria at the greater of (x) target performance and (y) actual performance determined by the TWO board of directors as if the closing date contemplated by the Merger Agreement occurs was the last day of the applicable performance period.
Key Figures
Shares from PSU vesting: 99,912 shares of common stock
Shares cancelled in merger: 242,470 shares of common stock
CCM Merger Consideration: $12.00 in cash per share
3 metrics
Shares from PSU vesting
99,912 shares of common stock
Deemed received by Robert Rush upon vesting of TWO PSUs under the 2021 Equity Incentive Plan
Shares cancelled in merger
242,470 shares of common stock
Robert Rush’s shares automatically cancelled and converted in the CCM Merger
CCM Merger Consideration
$12.00 in cash per share
Cash consideration per share of TWO common stock at the Effective Time of the CCM Merger
Key Terms
performance share units, restricted stock units, Agreement and Plan of Merger, Merger Consideration
4 terms
restricted stock units financial
"Includes TWO restricted stock units ("TWO RSUs") described in footnote 4"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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.
Merger Consideration financial
"converted into the right to receive the Merger Consideration with respect to each share"
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 insider transactions did TWO (TWO) report for Robert Rush?
TWO reported that Chief Risk Officer Robert Rush was deemed to receive 99,912 shares of common stock upon vesting of performance share units, and that 242,470 shares of TWO common stock were cancelled and converted into the right to receive $12.00 in cash per share in the CCM Merger.
AI-generated analysis. How Rhea-AI works. Not financial advice.
