Two Harbors (NYSE: TWO) CEO details tax share surrender filing

Rhea-AI Filing Summary

Two Harbors Investment Corp. CEO William Greenberg, who also serves as a director, reported a tax-related share transaction. On 12/30/2025, he surrendered 154,593 shares of common stock to cover taxes tied to an Internal Revenue Code Section 83(b) election on a restricted stock grant dated December 18, 2025. The price used for this tax withholding was $11.32, equal to the closing price on the grant date.

After this transaction, Greenberg beneficially owns 546,106 shares of Two Harbors common stock directly. In addition, 3,025 shares are held by his spouse; he has a pecuniary interest in those but disclaims beneficial ownership because he does not have voting or dispositive power over them.

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

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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).

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^*

GREENBERG WILLIAM ROSS

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2025

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	12/30/2025		F(1)		154,593	D	$11.32(2)	546,106	D
Common stock, par value $0.01 per share								3,025(3)	I	By Spouse

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. Represents the number of common shares surrendered to pay applicable taxes in connection with an election made pursuant to Section 83(b) of the Internal Revenue Code with respect to the grant of restricted common stock on December 18, 2025.

2. The reported price is equal to the closing price of the Issuer's common stock on the date of grant of the restricted common stock, December 18, 2025.

3. Includes 3,025 shares held by the reporting person's spouse. While the reporting person retains a pecuniary interest in these shares, he does not have dispositive or voting power with respect thereto and he disclaims any beneficial ownership interest therein.

Remarks:

	/s/ William Greenberg	12/31/2025
	** 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 did Two Harbors (TWO) report for its CEO?

Two Harbors CEO and director William Greenberg reported surrendering 154,593 common shares on 12/30/2025 to pay taxes related to a restricted stock grant.

Why were 154,593 Two Harbors (TWO) shares surrendered by the CEO?

The 154,593 shares represent stock surrendered to cover applicable taxes following an 83(b) election on restricted common stock granted on December 18, 2025.

What price was used for the CEO’s tax-related share surrender at Two Harbors (TWO)?

The tax-related surrender used a price of $11.32 per share, which equals the closing price of Two Harbors common stock on the December 18, 2025 grant date.

How many Two Harbors (TWO) shares does the CEO own after the reported transaction?

Following the transaction, William Greenberg beneficially owns 546,106 shares of Two Harbors common stock directly, plus a pecuniary interest in 3,025 shares held by his spouse.

How are the Two Harbors (TWO) shares held by the CEO’s spouse treated?

The 3,025 shares are held by the CEO’s spouse. He has a pecuniary interest but disclaims beneficial ownership because he lacks voting and dispositive power over these shares.

What roles does William Greenberg hold at Two Harbors (TWO)?

William Greenberg is reported as both a director and an officer, serving as the company’s Chief Executive Officer.