SEC Form 4 · accession 0001104659-26-100896
TWO HARBORS INVESTMENT CORP. · TWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Ross Greenberg
Officer — Chief Executive Officer · Director
Period of report
Aug 25, 2026
Accepted (ET)
Aug 25, 2026 · 5:07 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001465740
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01 per shareF1,F3 | Aug 25, 2026 | A | 667,827 | $0.00 | A | 1,213,933 | D | |
| Common stock, par value $0.01 per shareF2,F4,F5 | Aug 25, 2026 | D | 1,213,933 | $12.00 | D | 0 | D | |
| Common stock, par value $0.01 per shareF6,F2 | Aug 25, 2026 | D | 3,025 | $12.00 | D | 0 | I | By spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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.
- F2Pursuant 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").
- F3Includes TWO restricted stock units ("TWO RSUs") and TWO restricted stock awards ("TWO RSAs") described in footnotes 4 and 5 below.
- F4Pursuant 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.
- F6Includes 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.