Two Harbors director's 47K shares cashed at $12

TWO HARBORS INVESTMENT CORP.

Rhea-AI Filing Summary

TWO HARBORS INVESTMENT CORP. (TWO) director James J. Bender reported a disposition of common stock in connection with the completion of a merger. On 2026-08-25, 47,166 shares of common stock were cancelled and converted into the right to receive $12.00 in cash per share when Two Harbors became a wholly owned subsidiary of CrossCountry Intermediate Holdco, LLC. Following this transaction, Bender reported holding no shares of Two Harbors common stock.

Insider Trade Summary

Disposition: 47,166 shares

Disposition 1 txn

Insider BENDER JAMES J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common stock, par value $0.01 per share F1	47,166	$12.00	$566K

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: 47,166 shares Cash consideration per share: $12.00 per share Shares owned after transaction: 0 shares

3 metrics

Shares disposed 47,166 shares Common stock cancelled and converted to cash on 2026-08-25

Cash consideration per share $12.00 per share Amount payable for each share of TWO common stock at the Effective Time

Shares owned after transaction 0 shares Total common shares reported as owned by James J. Bender following the merger-related disposition

Key Terms

Agreement and Plan of Merger, wholly owned subsidiary, Effective Time, right to receive $12.00 in cash

4 terms

Agreement and Plan of Merger regulatory

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

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.

wholly owned subsidiary financial

"with TWO surviving the merger as a wholly owned subsidiary of CCM"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

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.

right to receive $12.00 in cash financial

"was automatically cancelled and converted into the right to receive $12.00 in cash"

FAQ

What insider transaction did TWO (TWO HARBORS INVESTMENT CORP.) report for James J. Bender?

James J. Bender reported a disposition of 47,166 shares of Two Harbors common stock on 2026-08-25, when those shares were cancelled and converted into the right to receive $12.00 in cash per share in connection with a merger.

What price per share did TWO stockholders receive in the reported Form 4 transaction for TWO?

Each cancelled share of Two Harbors common stock was converted into the right to receive $12.00 in cash per share at the effective time of the merger described in the Form 4 footnote.

How many TWO (TWO HARBORS INVESTMENT CORP.) shares did James J. Bender hold after the merger-related transaction?

After the merger-related disposition, James J. Bender reported 0 shares of Two Harbors common stock owned, as all reported shares were cancelled and converted into cash consideration.

What corporate event triggered the Form 4 transaction reported for TWO?

The transaction was triggered by the merger of CrossCountry Merger Corp. into Two Harbors, with Two Harbors surviving as a wholly owned subsidiary of CrossCountry Intermediate Holdco, LLC, pursuant to an Agreement and Plan of Merger dated March 27, 2026.

Was the Form 4 transaction for TWO a market sale by James J. Bender?

No. The Form 4 describes a disposition to the issuer in which shares were automatically cancelled and converted into the right to receive cash at $12.00 per share under the terms of the merger, rather than an open-market sale.

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Available on EDGAR 08/25/2026 - 04:49 PM Accepted by SEC EDGAR 08/25/2026 - 04:48 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^*

BENDER JAMES J

(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		47,166	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/ James J. Bender, 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)