[Form 4] TWO HARBORS INVESTMENT CORP. Insider Trading Activity

Rhea-AI Filing Summary

Two Harbors Investment Corp.'s Chief Investment Officer reported equity award vesting and a related share sale. On 12/17/2025, the reporting person acquired 61,714 shares of common stock at $0 in connection with the vesting of performance share units under the 2021 Equity Incentive Plan, increasing direct holdings. On 12/19/2025, they sold 55,488 shares at a weighted average price of $11.4209 per share to satisfy income tax liabilities from the accelerated vesting of restricted stock units and performance share units. After these transactions, the reporting person directly owned 166,507 shares of common stock. The sale was effected under trading instructions given on August 18, 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

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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^*

LETICA NICHOLAS

(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 Investment 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		61,714(1)	A	$0	221,995	D
Common stock, par value $0.01 per share	12/19/2025		S(2)		55,488	D	$11.4209(3)	166,507	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 August 18, 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 $11.42 to $11.43, 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/ Nicholas Letica	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 transaction did Two Harbors Investment Corp. (TWO) report?

The Chief Investment Officer of Two Harbors Investment Corp. reported equity award vesting and a related stock sale. They received 61,714 shares of common stock from the vesting of performance share units and later sold 55,488 shares to cover income tax liabilities tied to the accelerated vesting of restricted stock units and performance share units.

How many Two Harbors (TWO) shares did the officer acquire and at what price?

On 12/17/2025, the reporting person acquired 61,714 shares of Two Harbors common stock at a price of $0 per share. These shares were received upon the vesting of performance share units granted under the Two Harbors Investment Corp. 2021 Equity Incentive Plan.

How many Two Harbors (TWO) shares were sold and at what price?

On 12/19/2025, the reporting person sold 55,488 shares of Two Harbors common stock at a weighted average price of $11.4209 per share. The filing notes that the shares were sold in multiple transactions at prices ranging from $11.42 to $11.43, and the officer undertook to provide detailed breakdowns upon request.

Why did the Two Harbors (TWO) officer sell shares in this Form 4 filing?

The filing explains that the reporting person sold the 55,488 shares to satisfy income tax liabilities incurred due to the accelerated vesting of restricted stock units and performance share units previously granted to them.

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 by the reporting person on August 18, 2022 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The form also includes the Rule 10b5-1 checkbox language referencing such plans.

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

Following the reported acquisition and sale, the reporting person directly beneficially owned 166,507 shares of Two Harbors common stock, as shown in the Form 4.

What is the reporting person’s role at Two Harbors Investment Corp. (TWO)?

The reporting person is identified as an officer of Two Harbors Investment Corp., serving as the company’s Chief Investment Officer.