Two Harbors (NYSE: TWO) CAO reports stock vesting and Rule 10b5-1 sale

Rhea-AI Filing Summary

Two Harbors Investment Corp.'s Chief Accounting Officer, Jillian Halm, reported a stock award vesting and a related share sale. On January 12, 2026, she acquired 1,847 shares of common stock at $0 per share, representing shares received upon vesting of previously granted performance share units under the company plan. On the same date, she sold 1,744 shares at a weighted average price of $12.25 per share, with individual sale prices ranging from $12.23 to $12.30, to cover income tax liabilities from the vesting of restricted and performance share units.

The sale was executed under pre-set trading instructions established on February 17, 2021 in accordance with Rule 10b5-1. After these transactions, she directly owned 19,212 shares of Two Harbors 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^*

Halm Jillian

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		A		1,847(1)	A	$0	20,956	D
Common stock, par value $0.01 per share	01/12/2026		S(2)		1,744	D	$12.25(3)	19,212	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 Plan.

2. The reporting person sold the shares to satisfy income tax liabilities incurred as a result of the 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 February 17, 2021 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 paid. These shares were purchased in multiple transactions at prices ranging from $12.23 to $12.30, 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 purchased at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Jillian Halm	01/12/2026
	** 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 activity did Two Harbors (TWO) disclose for Jillian Halm?

Two Harbors reported that Chief Accounting Officer Jillian Halm received 1,847 shares of common stock upon vesting of performance share units and sold 1,744 shares of common stock on January 12, 2026.

Why did the Two Harbors (TWO) CAO sell shares on January 12, 2026?

The filing states that the CAO sold 1,744 shares to satisfy income tax liabilities arising from the vesting of restricted stock units and performance share units previously granted to her.

At what price were the Two Harbors (TWO) shares sold by the CAO?

The reported weighted average sale price was $12.25 per share, with individual trades executed at prices ranging from $12.23 to $12.30 per share.

How many Two Harbors (TWO) shares does the CAO own after these transactions?

Following the reported acquisition and sale, the CAO directly owned 19,212 shares of Two Harbors Investment Corp. common stock.

Was the Two Harbors (TWO) CAO trade done under a Rule 10b5-1 plan?

Yes. The filing notes that the sale was executed pursuant to trading instructions given on February 17, 2021 in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.

What type of equity award vested for the Two Harbors (TWO) CAO?

The acquired 1,847 shares represent common stock received in connection with the vesting of previously granted performance share units under the company plan.