Two Harbors (TWO) CIO Executes 10b5-1 Sale of 8,654 Shares

Rhea-AI Filing Summary

Nicholas Letica, Chief Investment Officer of Two Harbors Investment Corp. (TWO), reported a sale of 8,654 shares of common stock on 08/18/2025 at $10.02 per share. The sale reduced his beneficial ownership to 160,281 shares. The filing states the shares were sold to satisfy income tax liabilities resulting from the vesting of previously granted restricted stock units, and the transaction was effected under trading instructions entered on August 18, 2022 pursuant to a Rule 10b5-1 plan. The Form 4 is signed and filed by the reporting person.

Insights

Corporate Governance Expert

TL;DR: Routine insider sell to cover taxes via a pre-established 10b5-1 plan; shows compliance with reporting rules.

The sale of 8,654 shares at $10.02 appears to be a mechanical disposition to satisfy tax obligations from RSU vesting rather than an ad-hoc liquidity event. The explicit reference to trading instructions dated August 18, 2022 and reliance on Rule 10b5-1 supports an affirmative defense against claims of opportunistic timing. From a governance perspective, this is a standard, transparent disclosure that aligns with best practices for executive equity monetization.

Securities/Equity Analyst

TL;DR: Insider sold a small portion of holdings; transaction size is modest relative to reported post-sale ownership.

The disposed amount (8,654 shares) reduced ownership to 160,281 shares, indicating the sale represented approximately 5.1% of the pre-transaction holdings implied by these figures. Executed at $10.02 per share, the trade provides a datapoint on insider liquidity but does not, on its face, signal a change in conviction given the stated tax-driven reason. Investors should treat this as a routine, non-material insider sale unless additional context emerges.

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).

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)
08/18/2025

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	08/18/2025		S(1)		8,654	D	$10.02	160,281	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. The reporting person sold the shares to satisfy income tax liabilities incurred as a result of the vesting of restricted stock units previously granted to the reporting person. The transaction 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.

Remarks:

	/s/ Nicholas Letica	08/18/2025
	** 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 did Two Harbors (TWO) insider Nicholas Letica do on 08/18/2025?

He sold 8,654 shares of common stock at $10.02 per share; post-sale beneficial ownership was 160,281 shares.

Why were the shares sold according to the Form 4?

The filing states the sale was to satisfy income tax liabilities incurred from the vesting of previously granted restricted stock units.

Was the sale part of a planned trading arrangement?

Yes. The transaction was effected pursuant to trading instructions given on August 18, 2022 under a Rule 10b5-1 plan.

How much did the insider receive per share?

The reported sale price was $10.02 per share for the 8,654 shares sold.

Did the filing indicate any change in officer status or other relationships?

No. The Form 4 lists Nicholas Letica as an Officer (Chief Investment Officer) and does not report any change in role.