Two Harbors CLO’s 406K shares converted at $12

Rhea-AI Filing Summary

TWO HARBORS INVESTMENT CORP. (TWO) reported insider equity changes for Chief Legal Officer Rebecca B. Sandberg in connection with the closing of the CCM merger. Sandberg was deemed to receive 168,271 shares of common stock upon vesting of previously granted performance share units under the 2021 Equity Incentive Plan. At the merger effective time, 406,688 shares of TWO common stock held by her, including restricted stock units, were automatically cancelled and converted into the right to receive $12.00 in cash per share under the Agreement and Plan of Merger with CrossCountry Intermediate Holdco, LLC.

Insider Trade Summary

Net Seller: 238,417 shares

Net Sell 2 txns

Insider Sandberg Rebecca B

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common stock, par value $0.01 per share F1, F3	168,271	$0.00	$0.00
Disposition	Common stock, par value $0.01 per share F2, F4	406,688	$12.00	$4.88M

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

Footnotes (4)

1. 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.
2. 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").
3. F3. Includes TWO restricted stock units ("TWO RSUs") described in footnote 4 below.
4. 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 deemed received from PSU vesting: 168,271 shares of common stock Shares cancelled and converted to cash right: 406,688 shares of common stock CCM Merger Consideration per share: $12.00 in cash per share

3 metrics

Shares deemed received from PSU vesting 168,271 shares of common stock Deemed received by Rebecca B. Sandberg upon vesting of TWO PSUs under the 2021 Equity Incentive Plan

Shares cancelled and converted to cash right 406,688 shares of common stock Held by Rebecca B. Sandberg, including TWO RSUs, at the CCM merger effective time

CCM Merger Consideration per share $12.00 in cash per share Cash consideration for each share of TWO common stock cancelled in the CCM merger

Key Terms

performance share units, restricted stock units, Agreement and Plan of Merger, Merger Consideration

4 terms

performance share units financial

"Represents shares of common stock deemed received ... vesting of performance share units"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

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 HARBORS INVESTMENT CORP.) report for Rebecca B. Sandberg?

Rebecca B. Sandberg was deemed to receive 168,271 shares of TWO common stock from vesting performance share units, and 406,688 shares of her common stock holdings, including restricted stock units, were cancelled and converted into a right to receive $12.00 per share in cash in the CCM merger.

How many TWO (TWO) shares did Rebecca B. Sandberg acquire through equity awards?

She was deemed to acquire 168,271 shares of TWO common stock in connection with the vesting of performance share units previously granted under the Two Harbors Investment Corp. 2021 Equity Incentive Plan.

What happened to Rebecca B. Sandberg’s existing TWO (TWO) shares in the CCM merger?

At the CCM merger effective time, 406,688 shares of TWO common stock held by Rebecca B. Sandberg, including restricted stock units, were automatically cancelled and converted into a right to receive $12.00 in cash per share.

What cash consideration per share did TWO (TWO) stockholders receive in the CCM merger?

Each share of TWO common stock outstanding immediately before the CCM merger effective time was automatically cancelled and converted into the right to receive $12.00 in cash per share, referred to as the CCM Merger Consideration.

How were TWO (TWO) RSUs and PSUs treated for Rebecca B. Sandberg in the CCM merger?

At the effective time, each TWO RSU was cancelled and converted into the right to receive the $12.00 cash Merger Consideration per share, and each TWO PSU was cancelled and converted into the right to receive the same cash per share, based on performance at the greater of target or actual performance.

Did the CCM merger change the status of TWO (TWO) as a public company?

Pursuant to the CCM Merger Agreement, Merger Sub merged with and into TWO, with TWO surviving as a wholly owned subsidiary of CrossCountry Intermediate Holdco, LLC (CCM), and each share of TWO common stock was converted into the right to receive cash consideration.

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Available on EDGAR 08/25/2026 - 05:06 PM Accepted by SEC EDGAR 08/25/2026 - 05:05 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^*

Sandberg Rebecca 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal 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		A		168,271(1)	A	$0.00	406,688(3)	D
Common stock, par value $0.01 per share	08/25/2026		D		406,688(2)(4)	D	$12(2)	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. 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.

2. 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").

3. Includes TWO restricted stock units ("TWO RSUs") described in footnote 4 below.

4. 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.

	/s/ Rebecca B. Sandberg	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)