Two Harbors director cashes out 56K shares at $12

TWO HARBORS INVESTMENT CORP.

Rhea-AI Filing Summary

TWO HARBORS INVESTMENT CORP. (TWO) director Hope B. Woodhouse reported a disposition of common stock in connection with the completion of the CCM Merger. On 2026-08-25, 56,444 shares of TWO common stock held directly were disposed of to the issuer at $12.00 per share, and her reported direct holdings became 0 shares. The transaction reflects that, at the Effective Time of the merger with CrossCountry Intermediate Holdco, LLC and its subsidiary, each outstanding TWO share was automatically cancelled and converted into the right to receive $12.00 in cash.

Insider Trade Summary

Disposition: 56,444 shares

Disposition 1 txn

Insider Woodhouse Hope B

Role Director

Type	Security	Shares	Price	Value
Disposition	Common stock, par value $0.01 per share F1	56,444	$12.00	$677K

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

Footnotes (1)

1. F1. Pursuant to the Agreement and Plan of Merger, 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"), as amended, 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 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.

Key Figures

Shares disposed: 56,444 shares Disposition price per share: $12.00 per share Shares owned after transaction: 0 shares +1 more

4 metrics

Shares disposed 56,444 shares Common stock, disposition to issuer on 2026-08-25

Disposition price per share $12.00 per share Cash amount per share at Effective Time of CCM Merger

Shares owned after transaction 0 shares Directly held common stock following merger-related disposition

Transaction date 2026-08-25 Date of reported disposition to issuer

Key Terms

Disposition to issuer, Agreement and Plan of Merger, Effective Time, CCM Merger

4 terms

Disposition to issuer financial

"the transaction code description is "Disposition to issuer""

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated March 27, 2026"

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")"

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.

CCM Merger financial

"TWO surviving the merger as a wholly owned subsidiary of CCM (the "CCM Merger")"

FAQ

What insider transaction did TWO director Hope B. Woodhouse report on this Form 4 for TWO?

Hope B. Woodhouse reported a disposition to the issuer of 56,444 shares of TWO HARBORS INVESTMENT CORP. common stock on 2026-08-25, with her reported direct holdings reduced to 0 shares after the transaction.

At what price were Hope B. Woodhouse’s TWO shares disposed of?

The reported disposition of TWO HARBORS INVESTMENT CORP. common stock by Hope B. Woodhouse occurred at $12.00 per share, consistent with the cash consideration specified for each share at the Effective Time of the CCM Merger.

Why were Hope B. Woodhouse’s TWO shares disposed of on this Form 4?

The shares were disposed of in connection with the CCM Merger, where a merger subsidiary of CrossCountry Intermediate Holdco, LLC merged with TWO, and at the Effective Time each issued and outstanding TWO share was automatically cancelled and converted into the right to receive $12.00 in cash.

How many TWO shares does Hope B. Woodhouse report owning after this transaction?

Following the reported merger-related disposition, Hope B. Woodhouse’s reported direct ownership of TWO HARBORS INVESTMENT CORP. common stock is 0 shares, reflecting the automatic cancellation of her previously held shares at the merger’s Effective Time.

Was the disposition on this TWO Form 4 classified as a sale on the open market?

No. The transaction is coded “D” as a disposition to the issuer, arising from the CCM Merger in which each outstanding TWO share was cancelled and converted into the right to receive $12.00 in cash, rather than an open-market sale.

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Available on EDGAR 08/25/2026 - 04:53 PM Accepted by SEC EDGAR 08/25/2026 - 04:53 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^*

Woodhouse Hope B

(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)

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

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		56,444	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, 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"), as amended, 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 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.

	/s/ Hope B. Woodhouse, By: Rebecca B. Sandberg, Attorney-in-Fact	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)