Two Harbors (NYSE: TWO) CAO details 12,342-share vesting and tax sale

Rhea-AI Filing Summary

Two Harbors Investment Corp. insider equity transactions were reported by the company’s Chief Administrative Officer. On December 17, 2025, the officer acquired 12,342 shares of common stock at $0 per share, received upon vesting of performance share units granted under the Two Harbors Investment Corp. 2021 Equity Incentive Plan. On December 19, 2025, the officer sold 10,768 shares of common stock at a weighted average price of $11.4147 per share to cover income tax liabilities from the accelerated vesting of restricted stock units and performance share units. After these transactions, the officer directly owned 45,288 shares of Two Harbors common stock. The sale was executed under trading instructions established on November 13, 2022 in accordance with Rule 10b5-1.

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^*

HANSON ALECIA

(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 Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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	12/17/2025		A		12,342(1)	A	$0	56,056	D
Common stock, par value $0.01 per share	12/19/2025		S(2)		10,768	D	$11.4147(3)	45,288	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. Represents shares of common stock received by the reporting person in connection with the vesting of performance share units previously granted to the reporting person under the Two Harbors Investment Corp. 2021 Equity Incentive Plan.

2. The reporting person sold the shares to satisfy income tax liabilities incurred as a result of the accelerated vesting of restricted stock units and performance share units previously granted to the reporting person. The sale reported on this Form 4 was effected pursuant to trading instructions given by the reporting person on November 13, 2022 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.41 to $11.42, 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/ Alecia Hanson	12/19/2025
	** 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 transactions did TWO (Two Harbors Investment Corp.) report?

The Chief Administrative Officer of Two Harbors Investment Corp. reported receiving 12,342 shares of common stock from the vesting of performance share units and selling 10,768 shares of common stock in a separate transaction.

At what prices were the TWO (Two Harbors Investment Corp.) insider transactions executed?

The officer acquired 12,342 shares of common stock at $0 per share upon vesting of performance share units, and later sold 10,768 shares at a weighted average price of $11.4147 per share, with individual sale prices ranging from $11.41 to $11.42.

How many TWO shares does the reporting officer own after these transactions?

Following the reported transactions, the Chief Administrative Officer directly owned 45,288 shares of Two Harbors Investment Corp. common stock.

Why did the insider sell shares of TWO stock on December 19, 2025?

The officer sold 10,768 shares of Two Harbors common stock to satisfy income tax liabilities resulting from the accelerated vesting of restricted stock units and performance share units previously granted.

Was the sale of TWO shares made under a Rule 10b5-1 trading plan?

Yes. The sale reported on December 19, 2025 was effected under trading instructions given on November 13, 2022 in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.

What equity plan was involved in the insider share vesting at Two Harbors Investment Corp.?

The 12,342 shares of common stock received by the officer were related to the vesting of performance share units previously granted under the Two Harbors Investment Corp. 2021 Equity Incentive Plan.