Was the Two Harbors (TWO) share sale by Spencer Abraham under a Rule 10b5-1 plan?

Yes. The filing states the sale was effected under trading instructions given on August 10, 2022, in accordance with Rule 10b5-1. Such pre-arranged plans automate trading and can reduce the significance of transaction timing as an informational signal.

Two Harbors (NYSE: TWO) director’s tax-driven share sale disclosed

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Two Harbors Investment Corp. director Spencer Abraham sold 4,522 common shares in an open-market transaction. The sale on May 15, 2026 was at an average price of $12.575 per share. After the sale, he directly owned 35,039 shares.

According to the disclosure, the sale was made to cover income tax liabilities from the vesting of previously granted restricted stock units. The transaction was effected under trading instructions given on August 10, 2022 pursuant to a pre-arranged Rule 10b5-1 trading plan.

Insider Trade Summary 10b5-1

Net Seller: 4,522 shares ($56,864)

Net Sell 1 txn

Insider Abraham Spencer

Role null

Sold 4,522 shs ($57K)

Type	Security	Shares	Price	Value
Sale	Common stock, par value $0.01 per share	4,522	$12.575	$57K

Holdings After Transaction: Common stock, par value $0.01 per share — 35,039 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 4,522 shares Sale price: $12.575 per share Shares owned after transaction: 35,039 shares +1 more

4 metrics

Shares sold 4,522 shares Open-market sale on May 15, 2026

Sale price $12.575 per share Average price for 4,522 shares sold

Shares owned after transaction 35,039 shares Direct holdings after reported sale

Plan adoption date August 10, 2022 Date trading instructions under Rule 10b5-1 were given

Key Terms

Rule 10b5-1, restricted stock units, open-market sale

3 terms

Rule 10b5-1 regulatory

"trading instructions given by the reporting person on August 10, 2022 in accordance with Rule 10b5-1"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

restricted stock units financial

"income tax liabilities incurred as a result of the vesting of restricted stock units previously granted"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 04:14 PM

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).

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^*

Abraham Spencer

(Last)

(First)

(Middle)

TWO HARBORS INVESTMENT CORP.

1601 UTICA AVENUE SOUTH, SUITE 900

(Street)

ST. LOUIS PARK

MINNESOTA

55416

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TWO HARBORS INVESTMENT CORP. [ TWO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share	05/15/2026		S⁽¹⁾		4,522	D	$12.575	35,039	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 sale reported on this Form 4 was effected pursuant to trading instructions given by the reporting person on August 10, 2022 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

Remarks:

	/s/ Spencer Abraham, By: Rebecca B. Sandberg, Attorney-in-Fact	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Two Harbors (TWO) director Spencer Abraham report in this Form 4?

He reported selling 4,522 shares of Two Harbors common stock. The shares were sold in an open-market transaction at an average price of $12.575 per share, and the sale was linked to income tax obligations from vested restricted stock units.

Why did Spencer Abraham sell Two Harbors (TWO) shares in this transaction?

The shares were sold to satisfy income tax liabilities from the vesting of restricted stock units. This means the transaction was primarily a tax-related event rather than a discretionary portfolio move, as the RSU vesting created a taxable income obligation.

How many Two Harbors (TWO) shares does Spencer Abraham hold after the sale?

Following the reported sale, Spencer Abraham directly owns 35,039 shares of Two Harbors common stock. This figure reflects his remaining direct holdings after disposing of 4,522 shares in the open market on May 15, 2026.

At what price were the Two Harbors (TWO) shares sold in the Form 4 filing?

The 4,522 Two Harbors shares were sold at an average price of $12.575 per share. This price reflects the execution level of the open-market sale carried out to address tax liabilities associated with recently vested restricted stock units.

What type of securities were involved in Spencer Abraham’s Two Harbors (TWO) transaction?

The transaction involved common stock of Two Harbors Investment Corp., with a par value of $0.01 per share. The sale related to shares received from previously granted restricted stock units that had recently vested, creating associated income tax obligations.