Two Harbors (TWO) Chief Risk Officer reports share vesting and tax sale

Rhea-AI Filing Summary

Two Harbors Investment Corp. insider activity: the company’s Chief Risk Officer reported stock-based compensation and a related share sale. On 12/17/2025, the officer acquired 34,714 shares of common stock at a price of $0, received upon vesting of performance share units under the Two Harbors Investment Corp. 2021 Equity Incentive Plan. On 12/19/2025, the officer sold 23,594 shares of common stock at a weighted average price of $11.425 per share in multiple trades.

The filing states that the sale was made to cover income tax liabilities arising from the accelerated vesting of restricted stock units and performance share units and was carried out under trading instructions given on February 25, 2021 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. After these transactions, the officer directly owned 98,207 shares of Two Harbors Investment Corp. common stock.

Insights

Equity compensation and insider-transactions analyst

Routine equity grant vesting and tax-related sale under a pre-set 10b5-1 plan.

The Chief Risk Officer of Two Harbors Investment Corp. reported vesting of 34,714 performance share units into common stock on 12/17/2025, recorded at a share price of $0 because this is stock-based compensation rather than an open-market purchase. This type of vesting under the 2021 Equity Incentive Plan is a standard mechanism to deliver long-term incentive awards.

On 12/19/2025, the officer sold 23,594 shares at a weighted average price of $11.425 per share. The disclosure explains that the sale was to satisfy income tax liabilities from accelerated vesting of restricted stock units and performance share units and that it was executed pursuant to trading instructions given on February 25, 2021 under Rule 10b5-1. This framing indicates a pre-arranged, rule-based sale rather than a discretionary reaction to short-term developments. After these movements, the officer directly held 98,207 shares, suggesting continued equity exposure aligned with shareholders.

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^*

RUSH ROBERT

(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 Risk 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		34,714(1)	A	$0	121,801	D
Common stock, par value $0.01 per share	12/19/2025		S(2)		23,594	D	$11.425(3)	98,207	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 February 25, 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. These shares were sold in multiple transactions at prices ranging from $11.42 to $11.44, 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/ Robert Rush	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 Harbors Investment Corp. (TWO) report in this Form 4?

The Chief Risk Officer of Two Harbors Investment Corp. reported two transactions: on 12/17/2025, acquisition of 34,714 shares of common stock at $0 upon vesting of performance share units, and on 12/19/2025, a sale of 23,594 shares of common stock at a weighted average price of $11.425 per share.

Why did the Two Harbors (TWO) officer sell 23,594 shares of stock?

The filing states that the officer sold 23,594 shares of common stock to satisfy income tax liabilities incurred from the accelerated vesting of restricted stock units and performance share units that had previously been granted.

Was the Two Harbors (TWO) stock sale made under a Rule 10b5-1 trading plan?

Yes. The sale reported was effected pursuant to trading instructions given on February 25, 2021 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, indicating a pre-arranged plan.

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

Following the reported transactions, the Chief Risk Officer directly owns 98,207 shares of Two Harbors Investment Corp. common stock.

What equity plan governed the share grant to the Two Harbors (TWO) officer?

The 34,714 shares received on 12/17/2025 were issued upon vesting of performance share units previously granted under the Two Harbors Investment Corp. 2021 Equity Incentive Plan.

What was the price range for the Two Harbors (TWO) shares sold by the officer?

The filing notes that the weighted average sale price was $11.425 per share, with individual trades executed at prices ranging from $11.42 to $11.44 per share.