Two Harbors (TWO) awards 14,705-share RSU grant to EVP Nathan Boucher

Rhea-AI Filing Summary

Two Harbors Investment Corp. reported an equity grant to a senior executive. EVP and General Counsel RoundPoint, Nathan Boucher, received 14,705 shares of common stock on January 7, 2026, recorded at a price of $0 per share because they are restricted stock units granted as compensation rather than a market purchase. After this grant, Boucher beneficially owned 28,516 shares of Two Harbors common stock.

According to the footnote, these shares represent restricted stock units granted under the company’s 2021 Equity Incentive Plan. The common stock underlying the RSUs is scheduled to vest in three equal installments on January 7, 2027, January 7, 2028, and January 7, 2029, subject to specified conditions. This filing reflects ongoing equity-based compensation for a key officer rather than an open-market trade.

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

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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).

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^*

BOUCHER NATHAN

(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)
	EVP General Counsel RoundPoint

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		14,705(1)	A	$0	28,516	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/ Nathan Boucher	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. (TWO) report for Nathan Boucher?

The company reported that EVP and General Counsel RoundPoint, Nathan Boucher, was granted 14,705 shares of Two Harbors common stock on January 7, 2026 as part of an equity incentive award.

Was the Two Harbors (TWO) insider stock grant to Nathan Boucher a purchase or a compensation award?

The filing shows the transaction code "A" for an acquisition and notes in the footnote that it represents restricted stock units granted under the 2021 Equity Incentive Plan, received for no consideration, meaning it is a compensation award rather than a market purchase.

How many Two Harbors (TWO) shares does Nathan Boucher own after this Form 4 transaction?

Following the reported grant, Nathan Boucher beneficially owned 28,516 shares of Two Harbors common stock, held with direct ownership status.

When do Nathan Boucher’s Two Harbors (TWO) RSUs from this grant vest?

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

What equity plan governed the restricted stock unit grant reported by Two Harbors (TWO)?

The restricted stock units granted to Nathan Boucher were issued under the Two Harbors Investment Corp. 2021 Equity Incentive Plan, as described in the filing’s footnote.

Does the Two Harbors (TWO) Form 4 indicate indirect ownership or a related entity for this grant?

No indirect ownership is indicated for this transaction. The filing classifies the 28,516 shares owned after the grant as direct (D) ownership, and the footnote does not attribute the shares to any separate entity.