Two Harbors (TWO) CEO William R. Greenberg Sells Shares

What Happened

• William R. Greenberg, CEO of Two Harbors Investment Corp. (TWO), had 667,827 performance share units (PSUs) deemed received (an award) and concurrently disposed of 1,216,958 shares to the issuer at $12.00 per share as part of the merger consideration. The disposals consisted of 1,213,933 shares (proceeds $14,567,196) and 3,025 shares (proceeds $36,300), for total cash consideration of $14,603,496.
• The award (A) of 667,827 shares is from vesting of previously granted PSUs. The dispositions (D) were not open-market sales but surrender/conversions to the issuer under the merger.

Key Details

• Transaction date: 2026-08-25. Price per share: $12.00.
• Acquired via award: 667,827 shares (PSU vesting; reported at $0.00 acquisition price).
• Disposed to issuer: 1,213,933 shares and 3,025 shares (total 1,216,958) for total proceeds $14,603,496.
• The 3,025 shares sold include shares previously held by the reporting person’s spouse; the reporting person retained a pecuniary interest in those shares but not voting/dispositive power (footnote F6).
• Filing appears timely (Form 4 filed with the same report date).
• No 10b5-1, exercise, or open-market sale indicated — these were merger-related conversions/surrenders.

Context

• These transactions relate to the CCM Merger (CrossCountry Merger): at the merger effective time, each outstanding TWO common share was cancelled and converted into the right to receive $12.00 cash. RSUs/RSAs and PSUs were treated per the merger agreement (RSUs/RSAs converted to cash; PSUs converted based on earned/vested amounts as specified).
• In plain terms: Greenberg was credited with vested PSUs and, under the merger terms, his and related holdings were converted into cash at $12.00 per share — not a typical market-sale trade signaling personal liquidity action.