Two Harbors (TWO) legal chief gets PSU shares, sells stock for taxes

Rhea-AI Filing Summary

Two Harbors Investment Corp. reported equity transactions by its Chief Legal Officer, who is an officer of the company. On 12/17/2025, the officer received 37,285 shares of common stock in connection with the vesting of performance share units under the Two Harbors Investment Corp. 2021 Equity Incentive Plan, at a stated price of $0 per share. On 12/19/2025, the officer sold 27,370 shares of common stock at a weighted average price of $11.4281 per share to satisfy income tax liabilities resulting from the accelerated vesting of restricted stock units and performance share units, in a transaction effected pursuant to trading instructions given on February 6, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. Following these transactions, the officer directly owned 156,718 shares of Two Harbors common stock.

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^*

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)
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		37,285(1)	A	$0	184,088	D
Common stock, par value $0.01 per share	12/19/2025		S(2)		27,370	D	$11.4281(3)	156,718	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 6, 2024 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/ Rebecca B. Sandberg	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. report in this filing?

The filing reports that the Chief Legal Officer of Two Harbors Investment Corp. (TWO) received 37,285 shares of common stock on 12/17/2025 from vesting performance share units and sold 27,370 shares on 12/19/2025.

Why did the Two Harbors (TWO) officer sell 27,370 shares of stock?

The officer sold 27,370 shares of Two Harbors common stock to satisfy income tax liabilities incurred as a result of the accelerated vesting of restricted stock units and performance share units.

At what price were the Two Harbors (TWO) shares sold by the insider?

The shares were sold at a weighted average price of $11.4281 per share, with individual sale prices ranging from $11.42 to $11.43, inclusive.

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

After the reported transactions, the officer beneficially owned 156,718 shares of Two Harbors Investment Corp. common stock, held directly.

Were the Two Harbors (TWO) insider sales made under a Rule 10b5-1 trading plan?

Yes. The sale reported was effected pursuant to trading instructions given on February 6, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

How did the Two Harbors (TWO) officer acquire the 37,285 shares reported as acquired?

The 37,285 shares were received upon the vesting of performance share units previously granted under the Two Harbors Investment Corp. 2021 Equity Incentive Plan.