Two Harbors (NYSE: TWO) CEO logs 667k-share award, 1.2M-share $12 payout
Rhea-AI Filing Summary
TWO HARBORS INVESTMENT CORP. (TWO) reported insider equity transactions by Chief Executive Officer William Ross Greenberg in connection with the closing of a merger with CrossCountry Intermediate Holdco, LLC. Greenberg was deemed to receive 667,827 shares of common stock upon vesting of performance share units under the 2021 Equity Incentive Plan.
At the effective time of the merger, each share of TWO common stock was automatically cancelled and converted into the right to receive $12.00 in cash. In this context, 1,213,933 directly held shares, including restricted stock units and restricted stock awards, and 3,025 shares held by his spouse were reported as dispositions to the issuer at $12.00 per share, with the spouse-held position reduced to zero shares.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Net Seller: 549,131 shares
Net Sell
3 txns
Insider
GREENBERG WILLIAM ROSS
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common stock, par value $0.01 per share F1, F3 | 667,827 | $0.00 | $0.00 |
| Disposition | Common stock, par value $0.01 per share F2, F4, F5 | 1,213,933 | $12.00 | $14.57M |
| Disposition | Common stock, par value $0.01 per share F6, F2 | 3,025 | $12.00 | $36K |
Holdings After Transaction:
Common stock, par value $0.01 per share — 0 shares (Direct);
Common stock, par value $0.01 per share — 0 shares (Indirect, By spouse)
Footnotes (6)
- 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") and TWO restricted stock awards ("TWO RSAs") described in footnotes 4 and 5 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,
- F5. (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, and (iii) each TWO RSA that was outstanding as of immediately prior to the Effective Time, automatically fully vested and was converted into the right to receive the CCM Merger Consideration with respect to each share of TWO Common Stock.
- F6. Includes 3,025 shares held by the reporting person's spouse prior to the Effective Time, which the reporting person retained a pecuniary interest in, but did not have dispositive or voting power with respect thereto.
Key Figures
Shares received from PSU vesting: 667,827 shares of common stock
Merger cash consideration per share: $12.00 per share
Direct shares disposed to issuer: 1,213,933 shares
+2 more
5 metrics
Shares received from PSU vesting
667,827 shares of common stock
Deemed received by the CEO upon vesting of performance share units under the 2021 Equity Incentive Plan
Merger cash consideration per share
$12.00 per share
Each share of TWO common stock converted into the right to receive this amount in the CCM Merger
Direct shares disposed to issuer
1,213,933 shares
Common stock, including RSUs and RSAs, reported as disposition to issuer at $12.00 per share
Spouse-held shares disposed
3,025 shares
Shares held by the CEO’s spouse, disposed to issuer at $12.00 per share, resulting in 0 shares indirectly held
Transaction date
2026-08-25
Date of reported grant/award acquisition and dispositions
Key Terms
performance share units, restricted stock units, restricted stock awards, Agreement and Plan of Merger, +1 more
5 terms
restricted stock units financial
"each TWO RSU that was outstanding as of immediately prior to the Effective Time"
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.
restricted stock awards financial
"each TWO RSA that was outstanding as of immediately prior to the Effective Time"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
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.
pecuniary interest financial
"which the reporting person retained a pecuniary interest in, but did not have dispositive"
FAQ
What insider equity award did TWO (TWO HARBORS INVESTMENT CORP.) report for CEO William Ross Greenberg?
The CEO was deemed to receive 667,827 shares of common stock upon vesting of performance share units previously granted under Two Harbors Investment Corp.’s 2021 Equity Incentive Plan.
What happened to TWO (TWO HARBORS INVESTMENT CORP.) common stock in the CCM merger?
At the merger’s effective time, each share of TWO common stock outstanding immediately prior was automatically cancelled and converted into the right to receive $12.00 in cash as CCM Merger Consideration.
How were TWO performance and restricted equity awards treated in the CCM merger?
Each outstanding restricted stock unit and restricted stock award was cancelled and converted into the right to receive $12.00 in cash per share. Each performance share unit was cancelled and converted into cash based on shares earned assuming the greater of target or actual performance.
AI-generated analysis. How Rhea-AI works. Not financial advice.
