Two Harbors (NYSE: TWO) awards 81,699 RSUs to Chief Legal Officer

Rhea-AI Filing Summary

Two Harbors Investment Corp. reported an equity grant to its Chief Legal Officer, Rebecca B. Sandberg. On January 7, 2026, she received 81,699 shares of common stock in the form of restricted stock units under the company’s 2021 Equity Incentive Plan, at a grant price of $0 per share as compensation rather than a cash purchase. Following this grant, she beneficially owns 238,417 shares of common stock.

The RSUs will convert into common shares in three equal installments that are scheduled to vest on January 7, 2027, 2028 and 2029, subject to certain exceptions. This filing reflects a routine equity award to a senior executive and not an open-market stock sale or purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sandberg Rebecca B

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common stock, par value $0.01 per share	81,699	$0.00	--

Holdings After Transaction: Common stock, par value $0.01 per share — 238,417 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Sandberg Rebecca B

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		A		81,699(1)	A	$0	238,417	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 restricted stock units ("RSUs") granted to the reporting person under the Two Harbors Investment Corp. 2021 Equity Incentive Plan. The RSUs were received as a grant for no consideration. The common stock underlying the RSUs will vest, subject to certain exceptions, in equal installments on January 7, 2027, 2028 and 2029.

Remarks:

	/s/ Rebecca B. Sandberg	01/09/2026
	** 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 transaction did TWO Harbors Investment Corp. disclose for Rebecca B. Sandberg?

The company disclosed that Chief Legal Officer Rebecca B. Sandberg received a grant of 81,699 restricted stock units (RSUs) of Two Harbors Investment Corp. common stock on January 7, 2026.

At what price were the RSUs granted to the Chief Legal Officer of TWO?

The 81,699 RSUs were granted for no cash consideration, effectively at a grant price of $0 per share, as equity compensation under the 2021 Equity Incentive Plan.

How and when do the RSUs granted to TWO’s Chief Legal Officer vest?

The common stock underlying the 81,699 RSUs will vest in three equal installments, scheduled on January 7, 2027, January 7, 2028, and January 7, 2029, subject to certain exceptions.

How many TWO Harbors shares does Rebecca B. Sandberg own after this RSU grant?

After the reported grant, Rebecca B. Sandberg beneficially owns 238,417 shares of Two Harbors Investment Corp. common stock in direct ownership.

Is the TWO Harbors RSU grant to the Chief Legal Officer a market purchase or sale?

No. The transaction is reported with code "A" and represents restricted stock units granted as compensation under the 2021 Equity Incentive Plan, not an open-market purchase or sale.

What plan governs the RSU grant reported by TWO Harbors Investment Corp.?

The 81,699 RSUs granted to the Chief Legal Officer were issued under the Two Harbors Investment Corp. 2021 Equity Incentive Plan.