Two Harbors Investment Corp. (TWO) CFO reports Rule 10b5-1 stock sale

Rhea-AI Filing Summary

Two Harbors Investment Corp.'s Chief Financial Officer sold company stock in a routine insider transaction. On 12/22/2025, the reporting person sold 7,087 shares of common stock at a weighted average price of $11.4434 per share.

The filing explains that the sale was made to cover income tax liabilities arising from the vesting of previously granted restricted stock units, and it was carried out under a pre-arranged Rule 10b5-1 trading plan established on May 22, 2025. After this transaction, the officer directly beneficially owns 36,703 shares of Two Harbors Investment Corp. common stock.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Dellal William

(Last) (First) (Middle)

TWO HARBORS INVESTMENT CORP.

1601 UTICA AVENUE SOUTH, SUITE 900

(Street)

ST. LOUIS PARK MN 55416

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TWO HARBORS INVESTMENT CORP. [ TWO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	12/22/2025		S(1)		7,087	D	$11.4434(2)	36,703	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. The reporting person sold the shares to satisfy income tax liabilities incurred as a result of the vesting of restricted stock units previously granted to the reporting person. The transaction reported on this Form 4 was effected pursuant to trading instructions given by the reporting person on May 22, 2025 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.44 to $11.45, inclusive. The reporting person undertakes to provide to Two Harbors Investment Corp., any security holder of Two Harbors Investment Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ William Dellal	12/22/2025
	** 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.

FAQ

What insider transaction was reported for TWO Harbors Investment Corp. (TWO)?

The Chief Financial Officer reported selling 7,087 shares of Two Harbors Investment Corp. common stock on 12/22/2025 at a weighted average price of $11.4434 per share.

Why did the CFO of TWO Harbors Investment Corp. sell shares on 12/22/2025?

The filing states the CFO sold shares to satisfy income tax liabilities incurred from the vesting of previously granted restricted stock units.

Was the TWO Harbors Investment Corp. CFO sale under a Rule 10b5-1 plan?

Yes. The transaction was effected under trading instructions given on May 22, 2025 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

How many TWO Harbors Investment Corp. shares does the CFO own after the sale?

Following the reported transaction, the CFO beneficially owns 36,703 shares of Two Harbors Investment Corp. common stock, held directly.

What price range were TWO Harbors Investment Corp. shares sold for in this insider trade?

The filing notes the shares were sold in multiple transactions at prices ranging from $11.44 to $11.45 per share, resulting in a weighted average of $11.4434.

What type of security was involved in the TWO Harbors Investment Corp. insider sale?

The transaction involved common stock, par value $0.01 per share, of Two Harbors Investment Corp.