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Two Harbors director exits 95,993 shares at $12

TWO HARBORS INVESTMENT CORP.

(High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TWO HARBORS INVESTMENT CORP. (TWO) reported that director Stephen G. Kasnet disposed of all of his common stock in connection with the closing of a merger. On August 25, 2026, 95,993 shares of common stock were cancelled and converted into the right to receive $12.00 in cash per share pursuant to an Agreement and Plan of Merger under which Two Harbors became a wholly owned subsidiary of CrossCountry Intermediate Holdco, LLC. Following this transaction, Kasnet holds 0 shares of common stock and continues to hold 10,000 shares of Series A Preferred Stock as a direct holding.

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Insider KASNET STEPHEN G
Role Director
Type Security Shares Price Value
Disposition Common stock, par value $0.01 per share F1 95,993 $12.00 $1.15M
holding Series A Preferred Stock, par value $0.01 per share -- -- --
Holdings After Transaction: Common stock, par value $0.01 per share — 0 shares (Direct); Series A Preferred Stock, par value $0.01 per share — 10,000 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.
Common shares disposed 95,993 shares Shares of common stock cancelled and converted at the merger effective time
Cash consideration per common share $12.00 per share Merger consideration for each share of Two Harbors common stock
Common shares held after transaction 0 shares Stephen G. Kasnet’s common stock holdings following the disposition to issuer
Series A Preferred Stock holdings 10,000 shares Directly held Series A Preferred Stock after the reported transactions
Transaction date August 25, 2026 Date of the disposition of common stock and merger effectiveness for reported holdings
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated March 27, 2026, by and among Two Harbors"
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 of TWO's common stock"
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.
Series A Preferred Stock financial
"Series A Preferred Stock, par value $0.01 per share"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

FAQ

What did the Form 4 disclose for TWO (Two Harbors Investment Corp.)?

The Form 4 reports that director Stephen G. Kasnet had 95,993 common shares of Two Harbors cancelled and converted into the right to receive $12.00 in cash per share in connection with a merger, leaving him with no common shares and 10,000 Series A Preferred shares.

What was the price per share for Stephen G. Kasnet’s common stock in TWO?

Each share of Two Harbors’ common stock held by Stephen G. Kasnet 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 common shares did Stephen G. Kasnet dispose of in this filing?

Stephen G. Kasnet disposed of 95,993 shares of Two Harbors common stock. These shares were automatically cancelled and converted into the right to receive $12.00 in cash per share as part of the merger transaction.

Does Stephen G. Kasnet still own any common stock of TWO after the transaction?

No. After the reported transaction, Stephen G. Kasnet’s holdings of Two Harbors common stock are 0 shares. His remaining reported position consists of 10,000 shares of Series A Preferred Stock, held directly.

What preferred stock position in TWO does Stephen G. Kasnet report?

Stephen G. Kasnet reports a direct holding of 10,000 shares of Series A Preferred Stock of Two Harbors Investment Corp. as of the reporting date. This entry is reported as a holding, not as a new acquisition or disposition.

What corporate transaction triggered the change in Stephen G. Kasnet’s TWO holdings?

The change was triggered by a merger under an Agreement and Plan of Merger among Two Harbors Investment Corp., CrossCountry Intermediate Holdco, LLC, and CrossCountry Merger Corp., where the merger subsidiary merged into Two Harbors, making Two Harbors a wholly owned subsidiary of CrossCountry Intermediate Holdco, LLC.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
KASNET STEPHEN G

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common stock, par value $0.01 per share08/25/2026D95,993D$12(1)0D
Series A Preferred Stock, par value $0.01 per share10,000D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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/ Stephen G. Kasnet, By: Rebecca B. Sandberg, Attorney-in-Fact08/25/2026
** Signature of Reporting PersonDate
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)