Form 4 for TWO-PC TWO HARBORS INVESTMENT CORP.

Accepted 2026-08-25 17:02:39 ET · period of report 2026-08-25 · accession 0001104659-26-100881 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
	2026-08-25 17:02	2026-08-25	TWO-PC	BOUCHER NATHAN	EVP GC RoundPoint	A - Grant	$0.00	+20.9K	48.1K	+77%	$0
	2026-08-25 17:02	2026-08-25	TWO-PC	BOUCHER NATHAN	EVP GC RoundPoint	D - Sale to Iss	$12.00	-48.1K	0	-100%	-$577.7K

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common stock, par value $0.01 per share	2026-08-25	A	A	20,893	$0.00	48,142	D	—	—	(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. (F3) Includes TWO restricted stock units ("TWO RSUs") described in footnote 4 below.
2	Common	Common stock, par value $0.01 per share	2026-08-25	D	D	48,142	$12.00	0	D	—	—	(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"). (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. (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").