Two Harbors director cashes out 64,843 shares at $12

TWO HARBORS INVESTMENT CORP.

Rhea-AI Filing Summary

TWO HARBORS INVESTMENT CORP. (TWO) reported that director James A. Stern disposed of 64,843 shares of common stock in a transaction coded as a disposition to the issuer. The shares were cancelled at the effective time of a merger in which Two Harbors became a wholly owned subsidiary of CrossCountry Intermediate Holdco, LLC, and each cancelled share was converted into the right to receive $12.00 in cash. Following this merger-related cash-out, Stern reported holding 0 shares of Two Harbors common stock, and the transaction was not reported as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Disposition: 64,843 shares

Disposition 1 txn

Insider STERN JAMES A

Role Director

Type	Security	Shares	Price	Value
Disposition	Common stock, par value $0.01 per share F1	64,843	$12.00	$778K

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: 64,843 shares Cash consideration per share: $12.00 per share Shares held after transaction: 0 shares +1 more

4 metrics

Shares disposed 64,843 shares Common stock cancelled in merger-related disposition to issuer

Cash consideration per share $12.00 per share Each share of Two Harbors common stock at the effective time of the CCM Merger

Shares held after transaction 0 shares Post-transaction holdings of James A. Stern

Transaction code D Disposition to issuer of non-derivative common stock

Key Terms

Agreement and Plan of Merger, Effective Time, wholly owned subsidiary, disposition to issuer

4 terms

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.

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.

disposition to issuer financial

"transaction_action": "issuer disposition""

FAQ

What insider transaction did TWO (TWO HARBORS INVESTMENT CORP.) disclose in this Form 4?

The company disclosed that director James A. Stern disposed of 64,843 shares of Two Harbors common stock in a transaction coded as a disposition to the issuer, tied to the closing of a merger where each share was cashed out.

At what price were James A. Stern’s TWO (TWO) shares cashed out?

Each share of Two Harbors common stock was converted into the right to receive $12.00 in cash at the effective time of the merger between Two Harbors and CrossCountry Intermediate Holdco, LLC, with Two Harbors surviving as a wholly owned subsidiary.

How many TWO (TWO) shares did James A. Stern hold after this Form 4 transaction?

After the merger-related disposition, James A. Stern reported holding 0 shares of Two Harbors Investment Corp. common stock. His entire reported position of 64,843 shares was cancelled and converted into a cash right at $12.00 per share in the merger.

What merger event triggered the Form 4 transaction reported for TWO (TWO)?

The transaction was triggered by the CCM Merger, under which CrossCountry Merger Corp. merged with and into Two Harbors, making Two Harbors a wholly owned subsidiary of CrossCountry Intermediate Holdco, LLC. At the effective time, each existing share was cancelled for $12.00 in cash.

Was the TWO (TWO) Form 4 transaction under a Rule 10b5-1 trading plan?

No. The filing shows the Rule 10b5-1 checkbox as not checked, and there is no footnote indicating that the reported disposition by James A. Stern was executed pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

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Available on EDGAR 08/25/2026 - 04:53 PM Accepted by SEC EDGAR 08/25/2026 - 04:52 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^*

STERN JAMES A

(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		64,843	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 A. Stern, 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)