{"url_path":"/sec/twod/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001465740-26-000022-index.html","accession_number":"0001465740-26-000022","cik":"0001465740","ticker":"TWO","issuer_name":"TWO HARBORS INVESTMENT CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001465740-26-000022-index.html","primary_entity_key":"0001465740","primary_entity_name":"TWO HARBORS INVESTMENT CORP."},"word_count":16691,"has_tables":true,"body_markdown":"Item 11. Executive Compensation\n\nCompensation Discussion and Analysis\n\nIntroduction\n\nThis Compensation Discussion and Analysis, or CD&A, provides an overview of our executive compensation program and information regarding decisions made by our Compensation Committee to assist with understanding our executive compensation for the fiscal year ended December 31, 2025. This CD&A should be read in conjunction with the tables, footnotes and narrative discussion following the CD&A.\n\n2025 Compensation Program Summary\n\nWe believe our compensation program reflects our company’s financial and strategic objectives, supports our company’s talent strategies, and aligns the interests of our executive officers and other key employees with the interests of our stockholders. For the 2025 performance year, the Compensation Committee designed the program to help ensure that the total compensation of our executive officers recognized their important individual contributions, skills and leadership critical to the long-term success of the company while reflecting the company’s financial performance across changing market environments.\n\n2025 Named Executive Officers\n\nFor 2025, our named executive officers were:\n\nName\n\n2025 Title\n\nWilliam Greenberg\n\nPresident and Chief Executive Officer\n\nWilliam Dellal\n\nVice President and Chief Financial Officer\n\nNicholas Letica\n\nVice President and Chief Investment Officer\n\nRebecca B. Sandberg\n\nVice President, Chief Legal Officer and Secretary\n\nRobert Rush\n\nVice President and Chief Risk Officer\n\n8\n\n2025 Company Performance Summary\n\nOverview of Our Business\n\nTWO is a real estate investment trust, or REIT, that invests in, finances and manages mortgage servicing rights, or MSR, and Agency residential mortgage backed securities, or Agency RMBS, and through our operational platform, RoundPoint, we are one of the largest servicers of conventional loans in the country. We seek to leverage our core competencies of understanding and managing interest rate and prepayment risk to invest our portfolio of MSR and Agency RMBS. Our objective is to deliver more stable performance, relative to RMBS portfolios without MSR, across changing market environments. We are acutely focused on creating sustainable stockholder value over the long-term.\n\nAs a REIT, we are required by the Internal Revenue Code to distribute at least 90% of our REIT taxable income annually to our stockholders in the form of dividend payments. This REIT requirement means that we are limited in our ability to grow our book value and our equity capital base through the reinvestment of retained earnings from our business operations. We produce earnings through income we generate on our investments in MSR and Agency RMBS, net of the interest we pay to finance our assets and the other expenses we incur to operate our business, and through contractual servicing fees and interest income in our mortgage loan servicing operations. The nature of our business model is a key factor the Committee considers in administering our executive compensation program and determining appropriate metrics and setting targets and goals for performance-based compensation.\n\n2025 Performance Year Summary\n\nThe following is a summary of the company’s key accomplishments and financial performance for 2025.\n\n2025 Performance Year Summary\n\nSince the pandemic in 2020, the investment landscape has been extremely challenging and volatile for interest rate and mortgage spread sensitive assets. Amidst this environment, we have actively managed our Agency RMBS coupon positioning across the coupon stack to extract relative value opportunities. We have also strategically increased our capital allocation to MSR, which in this environment has the characteristics of low prepayment and convexity risks, a positive cash flow, and an attractive yield. In 2025, we delivered the following financial results:\n\n•Reported book value of $11.13 at December 31, 2025, compared to $14.47 at December 31, 2024. Including the $1.52 per common share of dividends declared, our total economic return on book value for 2025 was (12.6)%.(1) Excluding the $375 million settlement expense to resolve litigation with the company’s former external manager, our economic return on book value for 2025 was 12.1%.(1)\n\n•Delivered value to our stockholders through total dividends of $1.52 per common share, equivalent to an average dividend yield of 13.8%.(2)\n\nDuring 2025, we also accomplished several important objectives:\n\n•Added $7.9 billion in UPB of MSR through bulk and flow-sale acquisitions and recapture, and sold $28.7 billion MSR UPB on a subservicing-retained basis.\n\n•Increased RoundPoint’s total third-party subservicing portfolio to $40.4 billion UPB at year-end.\n\n•Concluded the first full year of our direct-to-consumer recapture originations platform, funding $221.1 million UPB in first and second lien loans and brokering $198.7 million UPB in second lien loans.\n\nWe are satisfied with our performance in 2025 and we believe that this environment favors our paired portfolio construction of MSR and Agency RMBS, which has less exposure to fluctuations in mortgage spreads. Looking forward, we expect that demand for MSR will remain strong among the origination and investor communities. Though RMBS spreads have tightened, the paired construction of our low mortgage rate MSR with RMBS generates attractive risk adjusted returns with lower expected volatility than a portfolio of solely RMBS hedged with rates.\n\n(1)Economic return on book value is defined as the increase (decrease) in common book value from the beginning to the end of the given period, plus dividends declared to common stockholders in the period, divided by common book value as of the beginning of the period.\n\n(2)Average dividend yield is calculated based on the dividends declared in the given period, divided by the average daily closing share price during the given period.\n\nSay-On-Pay Vote Results\n\nAt our 2025 Annual Meeting, stockholders voted on an advisory say-on-pay proposal and approximately 96.6% of the votes cast were voted in favor of the proposal. Our historical say-on-pay vote results at our five most recent stockholder meetings have all exceeded 95% of votes cast. The Compensation Committee believes these results affirm stockholder support\n\n9\n\nfor our approach to executive compensation and our objective of encouraging long-term strategic decision making that aligns the interests of our executive officers and stockholders.\n\nExecutive Compensation Program\n\nExecutive Compensation Program Philosophy and Objectives\n\nOur Compensation Committee has adopted a compensation philosophy for our company that supports the company’s business and talent strategies. We believe a critical part of our company’s success depends on creating, implementing and maintaining an appropriate and competitive compensation program that motivates and incentivizes our executive officers and key employees both in the near- and long-term, and aligns the interests of our executive officers and other key employees with those of our stockholders.\n\nThe following core principles provide a framework for our executive compensation program:\n\nPay for Performance\n\n• Our program is designed to motivate and reward individual and collective performance by ensuring that incentive compensation is commensurate with the level of achieved company-specific goals, financial results and industry expectations on an absolute and relative basis.\n\n• Incentive plan targets are tied to specific financial and strategic/operational business goals and based on metrics that reflect our strategy and drive long-term value creation.\n\nStrengthen our Ability to Retain our Work Force\n\n• We are a specialized company operating in a highly competitive industry, and our continued success depends on retaining our talented executive team.\n\n• Our program is designed to attract, motivate and retain highly qualified executives whose abilities and expertise are critical to our long-term success and our competitive advantage.\n\n• We retain and reward our officers using equity incentives; our long-term success and stock price create opportunities for them to be rewarded for achieving company goals and objectives.\n\nAlign Risk and Reward\n\n• We are committed to creating an environment that encourages increased profitability for our company without undue risk-taking.\n\n• We strive to focus our executive officers’ decisions on goals that are consistent with our overall business strategy and that maximize the long-term success of our company.\n\nAlign Interests with Stockholders\n\n • We believe that tying compensation and equity ownership serves to directly align the interests of our executive officers with stockholders.\n\n • Our executive officers are required to meet stock ownership guidelines and are prohibited from hedging or pledging company stock.\n\nStrong Compensation Governance\n\n• Our Compensation Committee is committed to employing strong governance practices in overseeing our executive compensation program.\n\n• Through competitive benchmarking and tools such as performance-based compensation, clawback policies, stock ownership guidelines, anti-hedging and pledging policies, we ensure our executives are paid fairly, aligned with stockholders and accountable.\n\n10\n\nTo support our compensation philosophy and objectives, our compensation programs have generally been designed with the following compensation governance practices in mind:\n\nWhat We Do:\n\nüWe link a majority of total executive compensation directly to company performance\n\nüWe use both absolute and relative performance metrics to create balance between company-specific goals and industry expectations\n\nüWe cap annual cash incentive award and long-term performance share unit award payouts at 200% of the target award opportunity\n\nüHistorically, and for our 2025 program, we utilized three-year performance share unit awards, the payouts for which are contingent upon the achievement of pre-defined three-year performance goals\n\nüWe impose minimum vesting requirements on performance share units (3 years) and time-based restricted stock units (ratably over 3 years), encouraging long-term alignment and retention\n\nüWe maintain robust stock ownership guidelines for our executive officers and directors\n\nüWe have a comprehensive incentive compensation recoupment (clawback) policy for executive compensation as well as clawback provisions within our long-term equity incentive awards\n\nüWe have an independent Compensation Committee which is advised by an independent third-party compensation consultant\n\nüWe provide stockholders with an opportunity to cast an advisory say-on-pay vote on an annual basis\n\nWhat We Don’t Do:\n\nxNo individual employment agreements with any of our executive officers\n\nxNo special retirement programs or benefits for executive officers\n\nxNo excessive or unique perquisites for executive officers\n\nxNo golden parachute excise or tax gross-up payments for executive officers\n\nxNo liberal recycling of shares under our equity incentive plan\n\nxNo repricing of stock options or buy-outs of underwater stock options without stockholder approval\n\nxNo transactions by employees in company or peer group stock without pre-clearance from our compliance department\n\nxNo hedging or pledging of company securities by our executive officers or directors\n\nxNo “single-trigger” severance or vesting acceleration in the event of a change of control\n\nCompensation Program Elements\n\nOur Compensation Committee believes it is important to compensate our named executive officers with a compensation package that balances short-and long-term compensation and cash and equity-based compensation. As described in more detail below in “Peer and Competitive Market Positioning” on page [20](#i3fc775a0b23944be8d8d9e56f3d5b466_112), the Compensation Committee designed and implemented a compensation program that is based on competitive pay practices within our industry and broader financial services companies.\n\nThe compensation framework for our named executive officers includes three primary elements: base salary, annual cash incentive compensation and long-term equity incentive compensation, as summarized below.\n\n11\n\nElement\n\nKey Characteristics\n\nCompensation Philosophy\n\nBase Salary\n\nA fixed amount, paid in cash and reviewed annually; and, if appropriate, adjusted.\n\nProvide a source of fixed income that is market competitive and reflects the role and responsibilities of the position held and the performance and contributions of the individual.\n\nAnnual Cash Incentive\n\nA variable, short-term compensation element that is payable in cash based on achievement of key pre-established annual corporate financial and non-financial goals as well as individual goals that support our business.\n\nMotivate and reward our executive officers for achievement of annual goals intended to drive overall company performance.\n\nLong-Term Incentives\n\nA variable, long-term compensation element that is provided in the form of performance share units (PSUs), time-vested restricted stock units (RSUs), time-vested restricted stock (RSAs), or a combination of the foregoing. PSUs generally vest only upon achievement of corporate financial goals after a 3-year performance period. RSUs and RSAs are time-based and generally vest ratably over 3 years with continued employment.\n\nAlign the interests of our executive officers with our stockholders; encourage focus on company performance measures that drive sustained long-term value creation; promote retention of our executive officers and encourage significant ownership of our common stock.\n\nThese three compensation elements provide the Compensation Committee with the tools to structure executive compensation with a mix of fixed pay and variable pay that is at-risk, commensurate with the company’s structure as an internally managed company. We describe each of these elements as well as the 2025 compensation of our executive officers in detail below.\n\nPay Levels and Mix\n\nA significant portion of our executive officers’ target total direct compensation is comprised of short- and long-term variable performance-based, or at-risk, compensation to directly link pay to performance. Generally, higher level executive positions have a higher portion of pay that is performance-based. For 2025, annual incentive compensation was paid in cash based on the achievement of financial performance metrics (70%) and strategic and operational goals and objectives (30%). For purposes of the 2025 program, long-term variable performance-based compensation was in the form of equity awards, 50% of which were PSUs that vest based on achievement of company financial metrics and 50% of which were RSUs that have ratable time-based vesting over a three-year period and are valued based on the performance of the company’s common stock. For purposes of the 2026 program, the company granted equity awards entirely in the form of RSAs (in the case of Mr. Greenberg) and RSUs (in the case of the other named executive officers), in light of the previously proposed and now-terminated merger with UWM Holdings Corporation (“UWMC”).\n\nAs previously disclosed in our Current Report on Form 8-K filed with the SEC on March 27, 2026, we entered into an Agreement and Plan of Merger (the “CCM Merger Agreement”) with CrossCountry Mortgage, LLC (“CCM”), pursuant to which a merger subsidiary of CCM will merge with and into the company, with the company continuing as a wholly owned subsidiary of CCM (the “CCM Merger”). To the extent that the company grants additional equity awards during the pendency of the CCM Merger, we expect that such grants will be entirely in the form of RSAs or RSUs.\n\nBase Salary\n\nA portion of annual cash compensation is paid to our named executive officers as base salary to provide a competitive level of fixed pay for the execution of their key responsibilities. The Compensation Committee reviews base salaries on an annual basis, or upon a significant change in an executive officer’s responsibilities or role, to ensure that they are market competitive and reflective of the role and responsibilities as well as the individual's sustained performance and tenure. The annual base salaries established by the Committee for 2025 are provided in the table below.\n\nName\n\n2025 Annual Base Salary (1)\n\nWilliam Greenberg\n\n$1,000,000\n\nWilliam Dellal\n\n$500,000\n\nNicholas Letica\n\n$650,000\n\nRebecca B. Sandberg\n\n$500,000\n\nRobert Rush\n\n$500,000\n\n(1)For the 2025 performance year, no base salary adjustments were made for Mr. Dellal, Ms. Sandberg or Mr. Rush. Effective February 1, 2025, Mr. Greenberg’s base salary increased from $950,000 to $1,000,000 and Mr. Letica’s base salary increased from $600,000 to $650,000.\n\n12\n\nFor the 2026 performance year, no base salary adjustments are expected to be made for Mr. Greenberg, Mr. Dellal, Mr. Letica, Ms. Sandberg or Mr. Rush.\n\nAnnual Incentive Compensation\n\nTo help ensure that we achieve our compensation program principle of linking pay to performance, our Compensation Committee has established an annual incentive component that provides the opportunity for our executive officers to earn an annual cash incentive award. The annual incentive is designed to motivate and reward our named executive officers for achieving pre-established annual financial and strategic and operational goals and objectives.\n\nAt the beginning of each fiscal year, the Compensation Committee approves target annual incentive compensation, expressed as a percentage of base salary, for each executive officer. The specific performance measures, weightings, and goals and objectives that must be attained in order to receive compensation under the annual incentive framework are also established. For each financial performance measure, a threshold, target and maximum level of performance is defined, which have corresponding payout percentages. Near or following the end of the fiscal year, the Compensation Committee reviews the company’s actual performance against each of the pre-established performance measures and determines the level of performance achieved along with a corresponding payout percentage and approves the actual award payouts for each of the named executive officers.\n\nTarget Awards. When determining the target annual incentive award for each executive officer, the Compensation Committee reviews the available market data for the executive’s position, as well as the executive’s role and responsibilities, scope and complexity of the position, experience level, tenure with the company, and individual contributions and performance.\n\nThe following table sets forth the target annual incentives that were established for the 2025 performance year:\n\n2025 Target Annual Incentive\n\nName\n\nTarget\n\nAward\n\n% of\n\nBase Salary\n\nWilliam Greenberg\n\n$2,000,000\n\n200%\n\nWilliam Dellal\n\n$500,000\n\n100%\n\nNicholas Letica\n\n$1,235,000\n\n190%\n\nRebecca B. Sandberg\n\n$675,000\n\n135%\n\nRobert Rush\n\n$425,000\n\n85%\n\nPerformance Measures and Weightings. For each performance year, the Compensation Committee establishes the framework for performance measures, weightings, and goals and objectives that will motivate our executive officers to achieve the company’s financial, strategic and operational business objectives and deliver stockholder value. For 2025, the Compensation Committee established the following framework for the annual cash incentive targets:\n\n2025 Annual Incentive Performance Framework\n\nFinancial Performance Metrics\n\n70%\n\n•50% Absolute Total Economic Return\n\n•50% Relative Total Economic Return\n\nStrategic and Operational Performance Goals and Objectives\n\n30%\n\nIn establishing the specific performance metrics, the Compensation Committee’s focus on total economic return (“TER”) as a key measure of financial performance emphasizes the company’s commitment as a residential mortgage REIT to generating earnings efficiently against our capital base and returning those earnings to our stockholders, primarily in the form of dividends. TER reflects the overall economic return we generate and is comprised of our dividends paid and the change in the book value per share of common stock over a 12-month performance period. As such, it incorporates all aspects of our investment activity, including interest received on our investments, net of borrowing costs, and realized and unrealized gains and losses on our investments, hedging instruments, and other assets and liabilities. Additionally, we have observed that most investors and research analysts active in the residential mortgage REIT sector utilize this metric as a primary factor in analyzing residential mortgage REIT performance. Accordingly, it is the Committee’s view that the use of both absolute TER and relative TER (as compared to our performance peer group) provides a balanced assessment of our financial performance during the performance period. Beginning with the 2025 performance year, we measured relative TER using a combination of percentile rank (50% of relative TER) and fixed-width basis point variance from median peer group TER performance (50% of relative TER).\n\n13\n\nThe Committee believes that this performance framework places an appropriate emphasis on financial results (70%), while acknowledging the critical importance that strategic and operational performance (30%) as well as the contributions that our executive officers play in contributing to our company’s overall performance and success.\n\nFinancial Performance. The following table sets forth the company’s financial performance metrics and actual performance for 2025, along with the metric weightings and the performance continuum against which company performance was measured for purposes of determining the annual incentive compensation payouts for our executive officers.\n\nPerformance Continuum\n\nMetric Weight\n\nFinancial Performance Metrics\n\nBelow Threshold\n\nThreshold\n\nTarget\n\nMaximum\n\n2025 Actual (1)(2)\n\n50%\n\nAbsolute TER\n\n<1%\n\n1%\n\n9%\n\n>15%\n\n10.6%\n\nAbsolute Payout Continuum (% of Target)\n\n0%\n\n25%\n\n100%\n\n200%\n\n127%\n\n50%\n\nRelative TER compared to Performance Peer Group\n\nPercentile Rank\n\n(50% of Relative TER)\n\n< 25th %ile\n\n25th %ile\n\n50th %ile\n\n80th %ile\n\n72nd %ile\n\nFixed-Width Variance from Median\n\n(50% of Relative TER)\n\n< (700 bps)\n\n(700 bps)\n\n0\n\n700 bps\n\n169%\n\nRelative Payout Continuum (% of Target)\n\n0%\n\n50%\n\n100%\n\n200%\n\n171%\n\nWeighted Payout Percentage\n\n149%\n\n(1)In connection with the company’s previously-proposed merger with UWMC, the company took certain tax-planning actions with respect to certain of its executives, which included the payment of annual incentives prior to the end of the 2025 fiscal year. Because the peer data used to calculate relative TER is not publicly available until well after the company's December 31st fiscal year end, the Committee determined that the relevant performance period for calculating TER was the 12-month period ended September 30, 2025. Actual payout percentages are calculated based on a linear interpolation across the performance continuum.\n\n(2)Performance reflects the exclusion of the impact of non-routine litigation in 2025.\n\nStrategic and Operational Performance Goals and Objectives. The Compensation Committee believes that strategic and operational performance is integral to the company’s overall performance and success and is, therefore, inextricably linked to the company’s financial results and long-term value creation for stockholders. The contributions of each of our executive officers, members of senior management and their respective teams are critical to ensuring that the company achieves its objective of delivering more stable performance, relative to RMBS portfolios without MSR, for our stockholders across changing market environments. Accordingly, strategic and operational performance comprises 30% of our executive officers’ target annual incentive compensation, with a payout continuum ranging from 0% to 200% based upon achievement of such goals and objectives.\n\nIn reviewing the 2025 performance year, the Compensation Committee noted a number of the company’s significant accomplishments during the year that were instrumental in driving strategic and operational achievements that support the company’s financial outlook and position the company to deliver long-term value to stockholders, including in the following core areas:\n\nDrive Increased Earnings Power\n\nüAdded $7.9 billion in UPB of MSR through bulk and flow-sale acquisitions and recapture, and sold $28.7 billion MSR UPB on a subservicing-retained basis.\n\nüIncreased RoundPoint’s total third-party subservicing portfolio to $40.4 billion UPB at year-end.\n\nüConcluded the first full year of our direct-to-consumer recapture originations platform, funding $221.1 million UPB in first and second lien loans and brokering $198.7 million UPB in second lien loans.\n\nEnhanced Business Processes and Controls\n\nüContinued our focus on strengthening our controls and increasing operational efficiencies by completing several systems and personnel-related integration efforts.\n\nüImplemented AI technology and other applications creating process efficiencies, improving borrower experience, and reducing costs.\n\n14\n\nDisciplined Compliance and Risk Management\n\nüImprovement to policies and procedures to address updated regulations.Enhanced internal risk monitoring and reporting framework.\n\nüContinued focus on strengthening cybersecurity controls, systems and monitoring to stay current with evolving threat environment.\n\nCommitment to Stakeholders\n\nüExpanded communication channels with our stakeholders through numerous meetings with investors and analysts throughout the year.\n\nüIncreased the breadth of our analyst coverage.\n\nIn considering the company’s significant accomplishments related to its strategic and operational goals and objectives in 2025, the Compensation Committee also considered the contributions and performance of our executive officers in achieving these and other business objectives.\n\n2025 Actual Annual Incentive Compensation Payout. The following table sets forth the actual annual incentive compensation that was paid to our executive officers for performance against financial and strategic and operational goals and objectives in 2025, as compared with the target annual incentives that were established by the Compensation Committee. In connection with the company’s previously-proposed merger with UWMC, the company took certain tax-planning actions, which included the payment of our named executive officers’ 2025 annual incentives on December 26, 2025, rather than after the end of the 2025 fiscal year. The Compensation Committee also determined to exclude from the scoring of performance the impact of non-routine litigation in 2025.\n\nTotal Target Annual Incentive\n\nFinancial\n\nPerformance (70%)\n\nStrategic and\n\nOperational (30%)\n\n2025 Annual Incentive Compensation Payout Total\n\nName\n\nTarget\n\nAward\n\n2025 Payout\n\nTarget Award\n\n2025 Payout\n\nWilliam Greenberg\n\n$2,000,000\n\n$1,400,000\n\n$2,090,200\n\n$600,000\n\n$990,000\n\n$3,080,200\n\nWilliam Dellal\n\n$500,000\n\n$350,000\n\n$522,550\n\n$150,000\n\n$180,000\n\n$702,550\n\nNicholas Letica\n\n$1,235,000\n\n$864,500\n\n$1,290,699\n\n$370,500\n\n$500,175\n\n$1,790,874\n\nRebecca B. Sandberg\n\n$675,000\n\n$472,500\n\n$705,443\n\n$202,500\n\n$263,250\n\n$968,693\n\nRobert Rush\n\n$425,000\n\n$297,500\n\n$444,168\n\n$127,500\n\n$153,000\n\n$597,168\n\nLong-Term Incentive Compensation\n\nOur Compensation Committee believes that equity incentive compensation is an important component of our executive compensation package and is critical in attracting, motivating and retaining outstanding employees. Equity incentive compensation closely aligns the long-term interests of our executive officers with those of our stockholders, while at the same time, promoting long-term employee retention and driving sustained long-term value creation for our stockholders.\n\nFor our 2025 program, our Compensation Committee established a long-term incentive framework that emphasized performance-based compensation through the use of performance share units (“PSUs”) as well as time-based restricted stock units (“RSUs”) granted pursuant to our 2021 Equity Incentive Plan. The Compensation Committee believed that using a mix of PSUs and RSUs would encourage our executives to focus on long-term company financial performance measures that are important to the continued success of our company and our stockholders while promoting the retention of our executive officers through the establishment of long-term vesting horizons embedded in the RSUs.\n\n2025 Long-Term Award Mix. In 2025, our Compensation Committee awarded our executive officers with long-term incentive compensation that is comprised of a mix of PSUs and RSUs, with at least 50% in PSUs:\n\n•Performance Share Units: PSUs are designed to reward the creation of long-term economic returns for our stockholders on an absolute and relative basis. To ensure that they incentivize and motivate meaningful long-term performance, PSUs generally vest following the end of a three-year performance period based on company financial performance metrics, and entitle the recipient to receive dividend equivalents that will accrue in the form of additional PSUs during the vesting period and are subject to the same vesting conditions as the underlying PSU award. The PSUs are earned based on absolute and relative total stockholder return (“TSR”), equally split, with relative metrics assessed against a predetermined performance peer group approved by the Compensation Committee at the start of the three-year performance period. In using three-year absolute and relative TSR for the long-term incentive performance metrics, the Compensation Committee believes that the mix of absolute and relative financial performance metrics provides a balanced assessment of the company’s overall performance. In addition, given half of the total payout opportunity is tied to absolute TSR performance, which must be positive to be earned, the PSU structure automatically caps the total payouts at target if absolute TSR is negative. Beginning in\n\n15\n\n2025, relative TSR performance was determined using a combination of percentile rank (50% of relative TSR) and fixed-width basis point variance from median peer group TSR performance (50% of relative TSR).\n\n•Restricted Stock Units: RSUs are designed to promote the retention of our executive officers over a long-term vesting horizon and encourage their significant ownership of our common stock, which serves to align their interests with that of our stockholders. RSUs are a time-vesting equity, which generally vest ratably on an annual basis over a three-year period, and entitle the recipient to receive dividend equivalents during the vesting period.\n\nTarget Awards. When determining the target long-term incentive award for each executive officer, the Compensation Committee reviews the available market data for the executive’s position, as well as the executive’s role and responsibilities, scope and complexity of the position, experience level, tenure with the company, and individual contributions and performance.\n\nThe following table sets forth the target long-term incentives that were established by the Compensation Committee for the 2025 performance year:\n\nTotal Target\n\nLTI Awards\n\n% of Base Salary\n\nLong-Term Incentive Awards\n\nName\n\nPSUs (50%)\n\nRSUs (50%)\n\nWilliam Greenberg\n\n$3,500,000\n\n350%\n\n$1,750,000\n\n$1,750,000\n\nWilliam Dellal\n\n$500,000\n\n100%\n\n$—\n\n$500,000\n\nNicholas Letica\n\n$1,625,000\n\n250%\n\n$812,500\n\n$812,500\n\nRebecca B. Sandberg\n\n$875,000\n\n175%\n\n$437,500\n\n$437,500\n\nRobert Rush\n\n$475,000\n\n95%\n\n$237,500\n\n$237,500\n\nPSUs are earned at the end of a full three-year performance period, depending upon the level of performance achieved by the company against pre-established performance goals set by the Compensation Committee, and are settled in shares of our common stock. For the 2025 PSU awards, the Committee established three-year goals and payout levels for attainment of such goals, including a threshold level below which no PSUs will vest. The goals were communicated to the executive officers at the time of the award, however, we do not share these goals publicly until the end of the performance period due to their material, non-public nature.\n\n2023 PSU Awards. In 2023, the Compensation Committee granted PSUs to certain of our named executive officers which provided for a three-year performance period that commenced on January 1, 2023 and ended on December 31, 2025 (the “2023 PSUs”). The 2023 PSUs entitled recipients to receive shares of common stock following the end of the three-year performance period based on the achievement of specific performance goals selected by the Compensation Committee. The performance goals selected for the 2023-2025 performance period were absolute and relative TSR, equally split. The 2023 PSUs also entitled recipients to receive dividend equivalents that accrued in the form of additional PSUs during the vesting period and were subject to the same vesting conditions as the underlying PSU award.\n\nIn connection with the previously-proposed merger of the company with UWMC, the Compensation Committee took certain tax planning actions, including revising, effective as of December 17, 2025, the terms of the PSUs held by Messrs. Greenberg, Letica, and Rush and Ms. Sandberg that were subject to a 2023-2025 performance period, to change the performance period applicable to such PSUs to end December 16, 2025, rather than December 31, 2025. The Compensation Committee approved the accelerated vesting and settlement of such PSUs as of December 17, 2025. The Compensation Committee also determined to exclude from the scoring of performance the effects of the impact of non-routine litigation in 2025. Payouts are as reflected in the chart below:\n\nPerformance Continuum\n\nMetric Weight\n\nFinancial Performance Metrics\n\nBelow Threshold\n\nThreshold\n\nTarget\n\nMaximum\n\n2023-2025 Actual\n\n50%\n\nThree-year Absolute TSR\n\n<3%\n\n3%\n\n27%\n\n45%\n\n30%\n\nAbsolute Payout Continuum (% of Target)\n\n0%\n\n25%\n\n100%\n\n200%\n\n118%\n\n50%\n\nThree-year Relative TSR compared to Peer Group (1)\n\n< 25th %ile\n\n25th %ile\n\n50th %ile\n\n80th %ile\n\n49th %ile\n\nRelative Payout Continuum (% of Target)\n\n0%\n\n50%\n\n100%\n\n200%\n\n97%\n\nWeighted 2023 PSU Payout Percentage (2)\n\n121%\n\n(1)For the 2023 PSUs, the performance peer companies were: NLY, AGNC, AAIC, ARR, CHMI, DX, EARN, IVR, RITM, ORC and PMT.\n\n(2)The Absolute and Relative TSR values in this table exclude the effects of non-routine litigation, and the Weighted 2023 PSU Payout Percentage reflects certain additional adjustments to mitigate the reduction in company stock price that resulted from such litigation.\n\n16\n\nDecember 2025 RSA Grant to Mr. Greenberg.\n\nIn December 2025, the company approved an award of company RSAs for Mr. Greenberg, with a target grant date fair value of $3,500,000. This RSA grant was made for tax planning purposes on December 18, 2025, in connection with the previously-proposed merger of the company with UWMC, in lieu of RSU and PSU grants Mr. Greenberg may have otherwise received in 2026, under our 2026 long-term incentive compensation program.\n\nRSAs are designed to promote retention over a long-term vesting horizon and encourage significant ownership of our common stock, which serves to align the holder’s interests with that of our stockholders. RSAs are a form of time-vesting equity, and entitle the recipient to receive dividends during the vesting period.\n\nMr. Greenberg vested in and forfeited a number of RSAs under this award necessary to satisfy applicable tax withholding obligations on the date he filed an election under Section 83(b) of the Internal Revenue Code with respect to this RSA award. His remaining RSAs will vest ratably on each of the first three anniversaries of the grant date, subject to accelerated vesting in the event of Mr. Greenberg’s termination without “cause” or for “good reason,” or due to Mr. Greenberg’s death or “disability,” or continued vesting in the event of Mr. Greenberg’s “retirement,” in each case as defined in Mr. Greenberg’s RSA agreement or the 2021 Plan.\n\nIn the event of a change of control during the vesting period, if Mr. Greenberg’s RSAs are replaced by the resulting entity, but Mr. Greenberg is terminated without “cause” or resigns for “good reason” during the 24-month period following such change of control, the RSAs would fully vest, and if Mr. Greenberg’s RSAs are not replaced by the resulting entity, his RSAs would fully vest immediately prior to such change of control.\n\nHealth, Welfare, Retirement and Other Personal Benefits\n\nOur executive officers participate in a broad-based 401(k) retirement savings and safe harbor nonelective contribution plan that is available to all of the company’s employees. Under this plan, employees are allowed to contribute up to the annual amount allowable by law. For the 2025 performance year, the company matched employees contributions, up to 3% of eligible compensation to each executive’s 401(k) account, not to exceed the IRS regulated maximum contribution amount. We do not provide any other pension plans, supplemental retirement plans or deferred compensation plans for our executive officers.\n\nOur executive officers also have the opportunity to participate in medical, dental, vision, disability, life and long-term care insurance, and health care savings and flexible dependent care accounts as well as qualified transportation benefits, all of which are provided generally to all of our employees.\n\nWe do not provide excessive or unique perquisites for the personal benefit of our named executive officers. We may from time to time provide limited benefits such as reserved office parking or other benefits that could potentially have a mixed work and personal benefit, such as wi-fi service during air travel or mobile phone usage, the costs of which are expected to be minimal and below any applicable reporting threshold.\n\nEmployment, Severance, Change of Control and Other Arrangements with our Named Executive Officers\n\nEmployment Agreements\n\nWe do not have any employment agreements with any of our named executive officers. Each of our named executive officers is a party to our standard employee confidentiality agreement signed by all company employees, which includes, among other things, confidentiality, inventions assignment, non-disparagement and non-solicitation provisions.\n\nAccelerated Payment Letter Agreements\n\nEffective December 17, 2025, we entered into standard form letter agreements with our named executive officers, and certain other executive officers of the company, to memorialize the terms of certain tax planning actions taken in connection with the previously-proposed merger of the company with UWMC. These actions included:\n\n•the payment of annual cash incentives in respect of the 2025 performance year in a lump sum on December 26, 2025, rather than at the time such bonuses would have otherwise been paid to similarly-situated employees in calendar year 2026;\n\n•the accelerated vesting and settlement, effective as of December 17, 2025, of outstanding RSUs held that would have otherwise vested in the first fiscal quarter of 2026; and\n\n•revisions, effective as of December 17, 2025, to the terms governing outstanding PSUs that were subject to a 2023-2025 performance period to change the performance period applicable to such PSUs to end on December 16,\n\n17\n\n2025, rather than December 31, 2025, and the accelerated vesting and settlement of such PSUs, as of December 17, 2025.\n\nThe letter agreements provided that the foregoing amounts were generally subject to repayment (in a gross amount, including taxes), if the recipient’s employment terminated (other than due to death, disability, or a termination without “cause” or for “good reason”) before the time at which such payments or vesting events would have occurred in the ordinary course in 2026, or in the event that the amounts paid or vested were greater than the amounts that would have been paid or vested in the ordinary course in 2026. No such repayment was ultimately required for any of our executives.\n\nSeverance Benefits Plan\n\nThe company provides for the payment of severance benefits upon certain types of employment terminations through the Two Harbors Investment Corp. Severance Benefits Plan. The severance and change of control benefits in the Severance Benefits Plan are intended to be competitive with peers as well as general industry practices and have been established primarily to attract and retain talented and experienced executives, and reduce the personal uncertainty that executives are likely to feel when considering a corporate transaction. These arrangements also provide valuable retention incentives that focus executives on completing such transactions, thus, enhancing long-term stockholder value. The compensation under the various circumstances that trigger payments or provision of benefits upon termination or a change of control was determined to be broadly consistent with prevailing competitive practices.\n\nSeverance-related benefits are provided only if the executive executes a separation agreement, which includes, among other things, a general release, non-solicitation, non-disparagement and confidentiality provisions. Benefits under the Severance Benefits Plan are not available if an executive is terminated for “cause” or otherwise is deemed ineligible under the Plan and are subject to termination and the right of the company to clawback certain benefits if the executive violates the terms of any separation agreement entered into in exchange for severance benefits or any other restrictive covenant applicable to the executive officer.\n\nThe company amended and restated the Severance Benefits Plan, effective as of December 16, 2025, to make certain clarifying revisions to the definitions of “cause” and “good reason,” and to prohibit termination of or amendments to the Severance Benefits Plan during the two-year period following a change of control of the company, if such amendments would adversely affect employees covered by the Severance Benefits Plan at the time of a change of control of the company. The Severance Benefits Plan, as amended and restated, also provides for the reimbursement of participants’ legal fees in disputes regarding the Severance Benefits Plan under certain circumstances.\n\nThe potential severance benefits payable to our named executive officers under the Severance Benefits Plan are detailed in the narrative to the “Potential Payments Upon Termination of Employment or Change of Control” table on page [27](#i3fc775a0b23944be8d8d9e56f3d5b466_151).\n\nChange of Control Arrangements\n\n•Severance Benefits Plan. As described above, we have a Severance Benefits Plan that provides for certain cash payments to executive officers upon a change of control of the company. Under a “double-trigger” mechanism, an executive will be eligible for certain severance benefits if (a) there is a change of control and (b) within 24 months following the change of control, the executive’s employment is terminated by the company without “cause” or by the executive for “good reason.” For more information about the Severance Benefits Plan, please see the section above entitled “Severance Benefits Plan,” and for information about the potential payments to executives in the event of a change of control, please see the section below titled “Potential Payments Upon Termination or Change of Control” on page [27](#i3fc775a0b23944be8d8d9e56f3d5b466_151).\n\n•Long-Term Equity Incentives. Our 2021 Plan and the individual award agreements that govern the equity awards granted to executive officers thereunder include “double-trigger” acceleration provisions with respect to the vesting of awards in connection with a change of control of the company. Specifically, if (a) there is a change of control and (b) within 24 months following the change of control, the executive’s employment is terminated by the company without “cause” or by the executive for “good reason,” then the vesting restrictions on any restricted stock awards then outstanding will lapse on the separation date of such executive. If, however, there is a change of control and the “resulting entity” in the change of control does not assume or continue the award, then the vesting restrictions then outstanding will lapse immediately prior to the change of control.\n\nUnder our Severance Benefits Plan and our 2021 Plan, a “change of control” is generally defined as (i) any person or group becomes the owners of more than 50% of our then-outstanding common stock or the combined voting power of our then outstanding voting securities, (ii) members of our Board at the beginning of any consecutive 24-month period cease to constitute at least a majority of our Board for any reason other than death or disability, or (iii) upon the completion of certain business combinations, including a merger or a sale of substantially all of the company’s assets.\n\n18\n\nIf consummated, the CCM Merger is expected to constitute a “change in control” for purposes of the Severance Benefits Plan the 2021 Plan, and all then-outstanding RSAs, RSUs and PSUs are expected to be cashed out, in accordance with the terms of the CCM Merger Agreement.\n\nFor information about the potential payments pursuant to long-term equity incentive awards made under our 2021 Plan to executives in the event of a change of control, please see the section below titled “Potential Payments Upon Termination or Change of Control” on page [27](#i3fc775a0b23944be8d8d9e56f3d5b466_151).\n\nGovernance Framework for our Executive Compensation Program\n\nHow We Make Compensation Decisions\n\nRole of the Compensation Committee\n\nOur Compensation Committee, which is comprised entirely of independent directors, is responsible for establishing and overseeing our executive compensation program and makes all decisions relating to the compensation of our named executive officers. The Compensation Committee is also responsible for working to ensure that the total compensation paid to our named executive officers is fair, competitive and aligns their interests with those of our stockholders. As required by its charter, the Compensation Committee periodically reviews the company’s compensation policies and programs and makes any modifications that the Compensation Committee deems necessary or advisable, subject to the terms of such policies or programs. The Compensation Committee also annually reviews and approves the company's goals and objectives relevant to the compensation of the named executive officers and other key employees of the company. When making compensation decisions, the Compensation Committee considers peer and competitive market data and the recommendations of its independent compensation consultant as well as information provided by our human resources department with respect to each of the named executive officers. Our Compensation Committee is focused on implementing an overall compensation program that emphasizes retention of key personnel, links pay and performance and aligns the interests of our named executive officers with stockholders.\n\nRole of the Independent Compensation Consultant\n\nFor 2025, our Compensation Committee engaged Pay Governance as its independent compensation consultant. The compensation consultant provides various services to the Compensation Committee, including advising the Compensation Committee on the principal aspects of our compensation program and evolving industry practices and presenting information to assist the Compensation Committee in determining the appropriate peer group to be used to evaluate the competitiveness of our compensation program. Our Compensation Committee considers advice and recommendations received from its compensation consultant regarding compensation matters, including when making decisions with respect to director and executive compensation. During 2025, Pay Governance provided a range of services at the Compensation Committee’s request, including but not limited to guidance on various matters related to 2025 compensation of executive officers and senior management and executive compensation policies.\n\nPay Governance does not provide services to our company other than the advice provided to our Compensation Committee and assistance with the valuation of our equity awards. Pay Governance has advised our Compensation Committee that the payments for fees and direct expense reimbursements it received from us during 2025 were immaterial as a percentage of their income for the period. Pay Governance has also advised us that neither they nor, to their knowledge, any member of their consulting team who provides services to our Compensation Committee owns any shares of our common stock. After considering the foregoing, as well as Pay Governance’s conflict of interest policies and procedures and the lack of known business and personal relationships between Pay Governance, its team members providing services to our Compensation Committee and its members, and our executive officers, our Compensation Committee concluded that Pay Governance’s work for it does not raise any conflict of interest concerns.\n\nThe Compensation committee reviews its relationship with Pay Governance annually, including the factors impacting Pay Governance’s independence under the rules of the SEC and the listing standards of the NYSE.\n\nRole of Management\n\nOur Compensation Committee makes all compensation decisions related to our named executive officers. Our Compensation Committee receives input from our Chief Executive Officer regarding the compensation and performance of named executive officers (other than himself), including recommendations as to the compensation levels that he believes are commensurate with an individual’s job performance, skills, experience, qualifications, criticality to our company, as well as with our compensation philosophy, external market data and considerations of internal equity. Our Chief Executive Officer regularly attends meetings of our Compensation Committee, except when our Compensation Committee is meeting in executive session or when the Chief Executive Officer’s own compensation arrangements are being considered. Our\n\n19\n\nCompensation Committee communicates its views and decisions regarding compensation arrangements for our named executive officers to the Chief Executive Officer, who is generally responsible for overseeing the implementation of such arrangements.\n\nPeer and Competitive Market Positioning\n\nTo assist in making decisions regarding the compensation of our named executive officers, our Compensation Committee works with Pay Governance to engage in a comprehensive review of competitive market data from a group of publicly traded companies in specific industries in which we compete for executive talent, among other factors. The market data reviewed includes peer proxy data of companies that are similar in size, industry and management structure. We also use information derived from industry compensation surveys as an additional reference point for total cash and total direct compensation levels where publicly available proxy data is unavailable or insufficient.\n\nBecause there are relatively few companies in our industry that are similar both in size and in having an internal management structure – and no other companies with the same business model focused primarily on pairing MSR with Agency RMBS – our Compensation Committee, assisted by Pay Governance, considers a number of objective criteria in order to select a peer group to provide the best comparison for the purpose of benchmarking our executive compensation practices, including but not limited to:\n\n•internally-managed companies in the mortgage REIT industry;\n\n•companies in the financial services industry with market capitalization within a reasonable range;\n\n•companies in the mortgage industry with relatively similar asset class investments; and\n\n•companies that compete with us for executive talent.\n\n    The Compensation Committee establishes two peer groups: one for executive compensation benchmarking and one for company performance. The Committee will periodically review the composition of its executive compensation and performance peer groups and, as appropriate, will update them to ensure continued relevance and to reflect mergers, acquisitions or other business-related changes that may occur.\n\nExecutive Compensation Peer Group. In approving 2025 executive compensation levels, the Compensation Committee used certain mortgage REIT and other financial peer companies for evaluating the company’s executive compensation program relative to the market. The following peer group (which was the same as 2024, except for the removal of HA Sustainable Infra. Cap., Inc.) consisted of U.S. companies that generally had total assets between 0.5x and 4.0x that of the company and a market capitalization between 0.2x and 3.0x that of the company (peer revenues were not used as a sizing criterion):\n\nAGNC Investment Corp.\n\nBrightSpire Capital, Inc.\n\nChimera Investment Corporation\n\nDynex Capital, Inc.\n\nLadder Capital Corp.\n\nMFA Financial, Inc.\n\nMr. Cooper Group Inc.\n\nNew York Mortgage Trust, Inc.\n\nPennyMac Financial Services, Inc.\n\nRedwood Trust, Inc.\n\nRithm Capital Corp.\n\nPerformance Peer Group. In establishing the company’s performance goals and objectives, the Compensation Committee established a separate group of companies against which to measure the company’s relative performance for the purposes of determining payout of the 2025 annual incentive compensation. As noted above, because no peer companies exist that have the same business model of pairing MSR with Agency RMBS, the following peer group was necessarily constructed with a broad array of mortgage REIT peers having assets, investment strategies, or organizational structures that are similar, but not directly comparable, to that of the company’s (which was the same as 2024, except for the removal of Ellington Residential Mortgage REIT):\n\nAGNC Investment Corp.\n\nAnnaly Capital Management, Inc.\n\nArmour Residential REIT, Inc.\n\nCherry Hill Mortgage Investment Corp.\n\nDynex Capital, Inc.\n\nInvesco Mortgage Capital Inc.\n\nOrchid Island Capital Inc.\n\nPennyMac Mortgage Investment Trust\n\nRithm Capital Corp.\n\nStock Ownership Guidelines\n\nWe have adopted robust stock ownership guidelines for our executive officers requiring them to own, within five years of adoption of the policy or becoming subject to the policy, a minimum amount of our common stock based on a multiple of their base salary. The ownership requirement is five times (5x) for our Chief Executive Officer and three times (3x) for our other named executive officers and certain members of our senior management team. Until the foregoing ownership requirements are met, each is expected to retain the shares of common stock received upon vesting of any long-term equity incentive compensation, net of any shares sold to pay withholding tax obligations associated with such vesting. Shares of common stock held directly or indirectly and for which the officer has voting and dispositive power, and shares underlying restricted stock awards or RSU awards granted under our 2021 Plan (or any future equity plan approved by stockholders), whether vested or unvested, are\n\n20\n\nincluded in determining the number of shares held for this purpose. Shares that are indirectly beneficially owned (e.g., shares owned by an immediate family member) and shares of unvested PSUs are not eligible to be counted toward the minimum stock ownership requirements.\n\nThe following table sets forth the total stock ownership and value thereof for each of our current named executive officers, including beneficially owned shares and unvested restricted stock awards and RSUs, as calculated pursuant to our stock ownership guidelines as of December 31, 2025:\n\nName\n\nTotal Stock Ownership\n\nTotal Value of Stock Owned (1)\n\nStock Ownership Requirement\n\nWilliam Greenberg\n\n549,131\n\n$5,765,127\n\n$5,000,000\n\nWilliam Dellal\n\n36,703\n\n$385,331\n\n$1,500,000\n\nNicholas Letica\n\n166,507\n\n$1,748,096\n\n$1,950,000\n\nRebecca B. Sandberg\n\n156,718\n\n$1,645,325\n\n$1,500,000\n\nRobert Rush\n\n98,207\n\n$1,031,040\n\n$1,500,000\n\n(1)Total value of stock owned based on the $10.4986 average closing price (unadjusted) of TWO's common stock for the 30 days preceding December 31, 2025.\n\nIncentive Compensation Recoupment (Clawback) Policy\n\nOur Incentive Compensation Recoupment Policy enables us to reduce or cancel unvested long-term equity incentive awards and recover previously paid cash and equity incentive compensation to our named executive officers and other senior executives in certain circumstances. The policy provides for the mandatory recovery of certain erroneously awarded incentive-based compensation from current and former executive officers in the event the company is required to prepare an accounting restatement. The policy also provides for the discretionary recoupment of incentive compensation from executive officers upon the occurrence of certain misconduct that the Board of Directors, in its discretion, determines is likely to cause or has caused material financial, operational or reputational harm to the company. This policy includes a three-year look back period.\n\nWhile incentive compensation awards are intended and expected to be paid and vest in accordance with their terms, we believe our strong Incentive Compensation Recoupment Policy provides our Board of Directors with the ability to hold our named executive officers and other executives accountable for actions that are detrimental to our company. In October 2022, the SEC adopted final rules directing the NYSE to establish listing standards requiring the clawback of certain incentive compensation if an accounting restatement is required. In September 2023, our Board of Directors approved an amendment and restatement of our Incentive Compensation Recoupment Policy, with an effective date of December 1, 2023, in order to comply with NYSE listing standards.\n\nInsider Trading Policy\n\nThe company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the company’s securities by directors, officers, and employees that the company believes are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the NYSE listing standards. In addition, it is the company’s policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in the company’s securities. Our Insider Trading Policy prohibits our directors, officers and employees from trading in securities of the company while in possession of material, nonpublic information. Our Insider Trading Policy also prohibits our directors, officers and employees from disclosing material, nonpublic information of the company to others, unless such disclosure is made in accordance with the company’s policies regarding the protection and external disclosure of information regarding the company. In addition, directors, officers, and employees of the company are required to obtain approval in advance of engaging in transactions in the company’s securities and comply with additional trading restrictions. This summary of our insider trading policies and procedures does not purport to be complete and is qualified in its entirety by reference to our Insider Trading Policy, a copy of which was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.\n\nHedging and Pledging\n\nOur Insider Trading Policy also prohibits our executive officers from engaging in a number of transactions with respect to shares of the company’s common stock or other covered securities, including but not limited to: entering into hedging or monetization transactions with respect to company securities; pledging or margining company securities as collateral for a loan; and engaging in short sales or entering into any put, call or derivative transaction where they would earn a profit or offset losses due to changes in our stock price.\n\n21\n\nEquity Grant Policies and Procedures\n\nIn response to Item 402(x)(1) of Regulation S-K, the company currently does not, and during 2025 did not, grant new awards of stock options, stock appreciation rights, or similar option-like instruments under our 2021 Plan. Accordingly, the company has no specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information. In the event the company determines to grant such awards, the company will evaluate the appropriate steps to take in relation to the foregoing.\n\nCompensation Committee Report\n\nThe Compensation Committee of the Board of Directors reviewed and discussed with management of the company the foregoing “Compensation Discussion and Analysis” contained in this amendment to our Annual Report on Form 10-K. Based on that review and discussion, the Compensation Committee recommended that the “Compensation Discussion and Analysis” be included in this amendment to our Annual Report on Form 10-K.\n\nBy the Compensation Committee:    \n\nE. Spencer Abraham, Chair\n\nJames J. Bender\n\nSanjiv Das\n\nJames A. Stern\n\nCompensation Risk Assessment\n\nWe believe that our compensation polices, practices and programs and related compensation governance structure work together to minimize exposure to excessive risk taking by our executive officers while appropriately encouraging the pursuit of long-term growth, profitability and strategic decision-making that emphasized stockholder value creation. We believe that our executive compensation program places the appropriate emphasis on performance and long-term objectives that are aligned with stockholder interests.\n\nIn reaching this determination, our Compensation Committee believes, among other things, that: (i) base salaries for our executive officers are targeted in a competitive market range and are not subject to performance risk; (ii) incentive compensation opportunities are appropriately balanced between annual and long-term performance and cash and equity compensation and utilize performance metrics that are the drivers of long-term success for our company and our stockholders; (iii) caps on performance-based incentive opportunities are used in both the annual cash and long-term incentive programs; (iv) our Incentive Compensation Recoupment (Clawback) Policy mitigates risk; (v) the use of non-financial performance factors in determining the payout of annual incentive compensation serves as a counterbalance to quantitative performance metrics; (vi) our stock ownership guidelines further align the long-term interests of our executive officers with those of our stockholders; and (vii) our policies restricting hedging, holding our common stock in a margin account and using our common stock as collateral for loans discourage our executive officers from focusing on our short-term stock price.\n\nOur executive compensation program utilizes annual and long-term financial performance goals that are tied to key measures of short-term and long-term performance that drive stockholder value, and individual compensation targets are designed to be set with a reasonable amount of stretch that should not encourage imprudent risk taking. We believe our compensation policies, practices and programs encourage our executive officers to focus on sustaining our company’s long-term performance and delivering total return to our stockholders rather than encouraging decisions that result in a short-term benefit for our company and our executive officers. As a result, we do not believe that our executive compensation program is reasonably likely to have a material adverse effect on us.\n\n22\n\n2025 Summary Compensation Table\n\nThe table below summarizes the compensation of our named executive officers for the years ending December 31, 2025, 2024 and 2023.\n\nName and Principal Position\n\nYear\n\n \n\nSalary\n\n($)\n\n \n\nBonus\n\n($)\n\n \n\nStock\n\nAwards\n\n($)(1)(2)\n\n \n\nNon-Equity\n\n Incentive Plan\n\nCompensation\n\n($)(3)\n\n \n\nAll Other\n\nCompensation\n\n($)(4)\n\n \n\nTotal\n\n($)\n\nWilliam Greenberg\n\nPresident and Chief Executive Officer\n\n2025\n\n \n\n994,231\n\n—\n\n7,221,834\n\n3,080,200\n\n—\n\n11,296,265\n\n2024\n\n \n\n919,038\n\n—\n\n3,066,561\n\n1,799,680\n\n—\n\n5,785,279\n\n2023\n\n \n\n875,001\n\n—\n\n2,313,442\n\n2,684,375\n\n225,860\n\n6,098,678\n\nWilliam Dellal\n\nVice President and Chief Financial Officer\n\n2025\n\n500,000\n\n—\n\n499,997\n\n702,550\n\n—\n\n1,702,547\n\n2024\n\n201,923\n\n213,115\n\n—\n\n—\n\n—\n\n415,038\n\n2023\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\nNicholas Letica\n\nVice President and Chief Investment Officer\n\n2025\n\n644,231\n\n—\n\n1,727,987\n\n1,790,874\n\n—\n\n4,163,092\n\n2024\n\n588,461\n\n—\n\n1,291,170\n\n1,045,608\n\n—\n\n2,925,239\n\n2023\n\n600,000\n\n—\n\n1,373,478\n\n1,675,000\n\n152,885\n\n3,801,363\n\nRebecca B. Sandberg\n\nVice President, Chief Legal Officer and Secretary\n\n2025\n\n \n\n500,000\n\n—\n\n930,453\n\n968,693\n\n—\n\n2,399,145\n\n2024\n\n \n\n490,385\n\n—\n\n780,086\n\n639,360\n\n—\n\n1,909,831\n\n2023\n\n \n\n500,000\n\n—\n\n829,800\n\n1,040,000\n\n92,718\n\n2,462,518\n\nRobert Rush\n\nVice President and Chief Risk Officer\n\n2025\n\n \n\n500,000\n\n—\n\n505,102\n\n597,168\n\n—\n\n1,602,270\n\n2024\n\n \n\n490,385\n\n—\n\n511,084\n\n377,060\n\n—\n\n1,378,529\n\n2023\n\n \n\n500,000\n\n—\n\n772,584\n\n570,000\n\n80,725\n\n1,923,309\n\n(1)Values for 2025 represent the grant date fair value of RSUs and the target number of PSUs (as described in Note 3 below), and in the case of Mr. Greenberg, his December 18, 2025 RSA grant, in each case granted under the 2021 Plan during 2025. RSUs and RSAs generally vest in three equal annual installments beginning on the first anniversary of the grant date, so long as the officer complies with the terms of the applicable award agreement. PSUs generally vest after a three-year performance period, subject to the achievement of pre-established performance goals. Amounts shown for 2025 reflect the aggregate grant date fair value for equity awards for financial reporting purposes in accordance with ASC Topic 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in our audited financial statements. See Note 16 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of equity awards. Amounts reported for these awards may not represent the amounts that the officers will actually realize upon vesting of the awards, which will depend upon our actual operating performance, stock price fluctuations and the officer’s continued employment. See also “Grants of Plan-Based Awards for Fiscal Year 2025” below on page [24](#i3fc775a0b23944be8d8d9e56f3d5b466_142).\n\n(2)The values reported in this column for 2025 PSUs represent the aggregate grant date fair value of the grants based on the probable outcome of the performance conditions as of the grant date and is set at 100% of the target amount, or $3,613,406 for Mr. Greenberg, $1,606,678 for Mr. Letica, $910,541 for Ms. Sandberg, and $541,202 for Mr. Rush. The grant date fair value of the PSUs, assuming the highest level of performance conditions is met, was $7,226,812 for Mr. Greenberg, $3,213,357 for Mr. Letica, $1,821,083 for Ms. Sandberg, and $1,082,405 for Mr. Rush.\n\n(3)Annual cash incentive compensation reported for 2025 reflects compensation earned in connection with the 2025 performance year.\n\n(4)All Other Compensation represents dividends and distributions on unvested shares of restricted stock and RSUs.\n\n23\n\nGrants of Plan-Based Awards for Fiscal Year 2025\n\nWe grant cash and equity incentive awards to our named executive officers. During 2025, plan-based awards granted to our named executive officers included annual cash incentive awards, RSU awards and PSU awards. More details on these grants can be found in the section titled “Compensation Program Elements” beginning on page [11](#i3fc775a0b23944be8d8d9e56f3d5b466_76). The following table summarizes each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2025.\n\nName\n\nGrant Date\n\nEstimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)\n\nEstimated Future Payouts Under Equity Incentive Plan Awards (2)\n\nAll Other Stock Awards:\n\nNumber of Shares of Stock or Units (3)\n\nGrant Date Fair Value of Stock Awards (4)($)\n\nThreshold\n\nTarget\n\nMaximum\n\nThreshold\n\nTarget\n\nMaximum\n\nWilliam Greenberg\n\n2021 Plan, RSAs\n\nDecember 18, 2025\n\n309,187\n\n$3,499,997 \n\n2021 Plan, RSUs\n\nJanuary 7, 2025\n\n152,972\n\n$1,750,000 \n\n2021 Plan, PSUs\n\nJanuary 8, 2025\n\n55,639\n\n148,370\n\n296,740\n\n$1,971,837 \n\nNon-Equity Annual Incentive\n\n$—\n\n$2,000,000\n\n$4,000,000\n\nWilliam Dellal\n\n2021 Plan, RSUs\n\nJanuary 7, 2025\n\n43,706\n\n$499,997 \n\nNon-Equity Annual Incentive\n\n$—\n\n$500,000\n\n$1,000,000\n\nNicholas Letica\n\n2021 Plan, RSUs\n\nJanuary 7, 2025\n\n71,022\n\n$812,492 \n\n2021 Plan, PSUs\n\nJanuary 8, 2025\n\n25,832\n\n68,886\n\n137,772\n\n$915,495 \n\nNon-Equity Annual Incentive\n\n$—\n\n$1,235,000\n\n$2,470,000\n\nRebecca B. Sandberg\n\n2021 Plan, RSUs\n\nJanuary 7, 2025\n\n38,243\n\n$437,500 \n\n2021 Plan, PSUs\n\nJanuary 8, 2025\n\n13,910\n\n37,092\n\n74,184\n\n$492,953 \n\nNon-Equity Annual Incentive\n\n$—\n\n$675,000\n\n$1,350,000\n\nRobert Rush\n\n2021 Plan, RSUs\n\nJanuary 7, 2025\n\n20,760\n\n$237,494 \n\n2021 Plan, PSUs\n\nJanuary 8, 2025\n\n7,551\n\n20,136\n\n40,272\n\n$267,607 \n\nNon-Equity Annual Incentive\n\n$—\n\n$425,000\n\n$850,000\n\n(1)Represents the target, threshold, and maximum values of annual cash incentive compensation for the 2026 performance year. Actual annual cash incentive compensation earned in connection with the 2025 performance year is presented in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table, above. See also “Annual Incentive Compensation” beginning on page [13](#i3fc775a0b23944be8d8d9e56f3d5b466_85).\n\n(2)PSUs were granted under the 2021 Plan and subject to vesting following a three-year performance period subject to achievement of pre-established performance goals. Performance payouts range from 0% to 200% of target based on actual performance achieved.\n\n(3)RSUs and RSAs were granted under the 2021 Plan and generally vest in three equal annual installments beginning on the first anniversary of the grant date, so long as the officer complies with the terms and conditions of their RSU or RSA agreement, as applicable. See also “Long Term Incentive Compensation” beginning on page [15](#i3fc775a0b23944be8d8d9e56f3d5b466_88).\n\n(4)This column shows the full grant date fair value of the RSAs and RSUs under ASC Topic 718. Generally, the full grant date fair value is the amount we would expense in our financial statements over the award’s vesting period. See Note 16 to the audited consolidated financial statements in our Annual Report on Form 10-K regarding assumptions underlying valuation of equity awards. The grant date fair value for the RSAs is based on the $11.32 closing market price of our common stock on the NYSE on the December 18, 2025 grant date. The grant date fair value for the RSUs is based on the $11.44 closing market price of our common stock on the NYSE on the January 7, 2025 grant date. The grant date fair value of the PSUs assumes performance achieved at 100% of target and calculated based on the $13.29 per share price determined using a Monte Carlo simulation on the January 8, 2025 grant date.\n\nGrants made in 2025, as well as modifications to certain RSU and PSU awards held by our named executive officers, are described more fully in the “Compensation Discussion and Analysis” section, above. More information concerning the amount of salary and incentive compensation in proportion to total compensation for Mr. Greenberg and the other named executive officers is provided under the section entitled “Pay Levels and Mix”.\n\n24\n\nOutstanding Equity Awards at Fiscal Year-End for 2025\n\nThe following table sets forth information concerning unvested RSAs, RSUs, and PSUs for each named executive officer as of December 31, 2025.\n\nStock Awards\n\nName (1)\n\nGrant Date\n\nNumber of Shares or Units of Stock that Have Not Vested (2)\n\nMarket Value of Shares or Units of Stock that Have Not Vested (3)\n\nEquity Incentive Plan Awards: Number of Unearned Units that Have Not Vested (4)\n\nEquity Incentive Plan Awards: Market or Payout Value of Unearned Units (5)\n\nWilliam Greenberg\n\nDecember 18, 2025\n\n154,594 \n\n$1,623,237 \n\nJanuary 8, 2025\n\n148,370 \n\n$1,971,837 \n\nJanuary 7, 2025\n\n101,982 \n\n$1,070,811 \n\nJanuary 8, 2024\n\n101,394 \n\n$1,641,569 \n\nJanuary 8, 2024\n\n33,522 \n\n$351,981 \n\nWilliam Dellal\n\nJanuary 7, 2025\n\n29,138 \n\n$305,949 \n\nNicholas Letica\n\nJanuary 8, 2025\n\n68,886 \n\n$915,495 \n\nJanuary 7, 2025\n\n47,348 \n\n$497,154 \n\nJanuary 8, 2024\n\n42,692 \n\n$691,183 \n\nJanuary 8, 2024\n\n14,114 \n\n$148,197 \n\nRebecca B. Sandberg\n\nJanuary 8, 2025\n\n37,092\n\n$492,953\n\nJanuary 7, 2025\n\n25,496 \n\n$267,708 \n\nJanuary 8, 2024\n\n25,793 \n\n$417,589 \n\nJanuary 8, 2024\n\n8,528 \n\n$89,544 \n\nRobert Rush\n\nJanuary 8, 2025\n\n20,136 \n\n$267,607 \n\nJanuary 7, 2025\n\n13,840 \n\n$145,320 \n\nJanuary 8, 2024\n\n16,899 \n\n$273,595 \n\nJanuary 8, 2024\n\n5,587 \n\n$58,664 \n\n(1)Mr. Dellal did not have any unvested PSUs as of December 31, 2025.\n\n(2)Represents RSUs and RSAs granted pursuant to our 2021 Plan. Awards are time-based and generally vest in three equal annual installments beginning on the first anniversary of the grant date, so long as the officer complies with the terms and conditions of the award agreement. In connection with the previously proposed merger of the company with UWMC, the company approved the accelerated vesting and settlement, effective as of December 17, 2025, of outstanding RSUs held by Messrs. Greenberg, Dellal, Letica and Rush and Ms. Sandberg, that would have otherwise vested in the first fiscal quarter of 2026.\n\n(3)Values are based on the $10.50 closing market price of our common stock on the NYSE on December 31, 2025.\n\n(4)Represents performance-based PSUs granted pursuant to our 2021 Plan. PSUs vest following a three-year performance period that begins the year of the grant date, subject to achievement of pre-established performance goals. Does not include any potential dividend equivalent rights that may accrue during the three-year performance period that are payable in additional PSUs, the vesting of which are subject to achievement of the same performance goals as the underlying PSU award. In connection with the previously-proposed merger of the company with UWMC, the company approved an amendment, effective as of December 17, 2025, to the terms of the PSUs held by Messrs. Greenberg, Letica and Rush and Ms. Sandberg that were subject to a 2023-2025 performance period, which amendment revised the performance period applicable to such PSUs to end December 16, 2025, rather than December 31, 2025, and approved the accelerated vesting and settlement, as of December 17, 2025, of such PSUs.\n\n(5)Value assumes performance achieved at 100% of the target PSUs awarded and calculated based on the $13.29, $16.19 and $22.47 per share prices determined using a Monte Carlo simulation on the January 8, 2025, January 8, 2024 and January 13, 2023 grant dates, respectively.\n\n25\n\nStock Vested in Fiscal Year 2025\n\nThe following table sets forth information concerning restricted stock units and performance share units held by our named executive officers that vested during the year ended December 31, 2025. On November 1, 2022, we effected a one-for-four reverse stock split of our outstanding shares of common stock. With respect to equity awards granted prior to November 1, 2022, all per share amounts, common shares outstanding and common equity-based awards for all periods presented herein have been adjusted on a retroactive basis to reflect the reverse stock split.\n\nStock Awards\n\nName (1)\n\nAward Type\n\nOriginal Grant Date\n\nVesting Date (2)\n\nNumber of Shares Acquired on Vesting\n\nValue Realized on Vesting (3)\n\nWilliam Greenberg\n\nPSU\n\nFebruary 07, 2022\n\nJanuary 07, 2025\n\n28,078\n\n$321,212\n\nPSU\n\nJanuary 13, 2023\n\nDecember 17, 2025\n\n103,948\n\n$1,154,862\n\nRSU\n\nFebruary 07, 2022\n\nFebruary 07, 2025\n\n15,890\n\n$204,981\n\nRSU\n\nJanuary 13, 2023\n\nJanuary 13, 2025\n\n19,327\n\n$214,336\n\nRSU\n\nJanuary 13, 2023\n\nDecember 17, 2025\n\n19,327\n\n$214,723\n\nRSU\n\nJanuary 08, 2024\n\nJanuary 08, 2025\n\n33,521\n\n$378,117\n\nRSU\n\nJanuary 08, 2024\n\nDecember 17, 2025\n\n33,521\n\n$372,418\n\nRSU\n\nJanuary 07, 2025\n\nDecember 17, 2025\n\n50,990\n\n$566,499\n\nRSA (4)\n\nDecember 18, 2025\n\nDecember 30, 2025\n\n154,593\n\n$1,632,502\n\nWilliam Dellal\n\nRSU\n\nJanuary 07, 2025\n\nDecember 17, 2025\n\n14,568\n\n$161,850\n\nNicholas Letica\n\nPSU\n\nAugust 15, 2022\n\nJanuary 07, 2025\n\n8,002\n\n$91,543\n\nPSU\n\nJanuary 13, 2023\n\nDecember 17, 2025\n\n61,714\n\n$685,643\n\nRSU\n\nAugust 15, 2022\n\nAugust 15, 2025\n\n17,308\n\n$174,638\n\nRSU\n\nJanuary 13, 2023\n\nJanuary 13, 2025\n\n11,474\n\n$127,247\n\nRSU\n\nJanuary 13, 2023\n\nDecember 17, 2025\n\n11,475\n\n$127,487\n\nRSU\n\nJanuary 08, 2024\n\nJanuary 08, 2025\n\n14,114\n\n$159,206\n\nRSU\n\nJanuary 08, 2024\n\nDecember 17, 2025\n\n14,114\n\n$156,807\n\nRSU\n\nJanuary 07, 2025\n\nDecember 17, 2025\n\n23,674\n\n$263,018\n\nRebecca B. Sandberg\n\nPSU\n\nFebruary 07, 2022\n\nJanuary 07, 2025\n\n10,051\n\n$114,983\n\nPSU\n\nJanuary 13, 2023\n\nDecember 17, 2025\n\n37,285\n\n$414,236\n\nRSU\n\nFebruary 07, 2022\n\nFebruary 07, 2025\n\n5,689\n\n$73,388\n\nRSU\n\nJanuary 13, 2023\n\nJanuary 13, 2025\n\n6,932\n\n$76,876\n\nRSU\n\nJanuary 13, 2023\n\nDecember 17, 2025\n\n6,933\n\n$77,026\n\nRSU\n\nJanuary 08, 2024\n\nJanuary 08, 2025\n\n8,527\n\n$96,185\n\nRSU\n\nJanuary 08, 2024\n\nDecember 17, 2025\n\n8,527\n\n$94,735\n\nRSU\n\nJanuary 07, 2025\n\nDecember 17, 2025\n\n12,747\n\n$141,619\n\nRobert Rush\n\nPSU\n\nFebruary 07, 2022\n\nJanuary 07, 2025\n\n9,358\n\n$107,056\n\nPSU\n\nJanuary 13, 2023\n\nDecember 17, 2025\n\n34,714\n\n$385,673\n\nRSU\n\nFebruary 07, 2022\n\nFebruary 07, 2025\n\n5,297\n\n$68,331\n\nRSU\n\nJanuary 13, 2023\n\nJanuary 13, 2025\n\n6,454\n\n$71,575\n\nRSU\n\nJanuary 13, 2023\n\nDecember 17, 2025\n\n6,455\n\n$71,715\n\nRSU\n\nJanuary 08, 2024\n\nJanuary 08, 2025\n\n5,586\n\n$63,010\n\nRSU\n\nJanuary 08, 2024\n\nDecember 17, 2025\n\n5,587\n\n$62,072\n\nRSU\n\nJanuary 07, 2025\n\nDecember 17, 2025\n\n6,920\n\n$76,881\n\n(1)Mr. Dellal did not have any performance share units vest during the year ended December 31, 2025.\n\n(2)The RSUs and PSUs granted on January 13, 2023, January 8, 2024, and January 7, 2025 to Messrs. Greenberg, Dellal, Letica and Rush and Ms. Sandberg, as applicable, were originally scheduled to vest on the first, second, and third anniversaries of the date of the grant in the case of the RSUs, and following a three-year performance period, in the case of the PSUs. In connection with the previously-proposed merger of the company with UWMC, the company approved the accelerated vesting and settlement, effective as of December 17,2025, of outstanding RSUs held by Messrs. Greenberg, Dellal, Letica and Rush and Ms. Sandberg, that would have otherwise vested in the first fiscal quarter of 2026. The company also approved revisions, effective as of December 17, 2025, to the terms of such individuals’ PSUs (if any) that were subject to a 2023-2025 performance period, to change the performance period applicable to such PSUs to end on December 16, 2025, rather than December 31, 2025, and approved the accelerated vesting and settlement, as of December 17, 2025, of such PSUs.\n\n26\n\n(3)The values in this column for each vesting event are based on the closing market price of our common stock on the NYSE on such date or, to the extent the NYSE was closed on such date, the closing market price of our common stock on the then-most recent NYSE trading date prior to the vesting event.\n\n(4)In December 2025, the company approved an award of company RSAs for Mr. Greenberg, with a target grant date fair value of $3,500,000. This RSA grant was made for tax planning purposes on December 18, 2025, in connection with the previously-proposed merger of the company with UWMC, in lieu of RSU and PSU grants Mr. Greenberg may have otherwise received in 2026, under our 2026 long-term incentive compensation program. Mr. Greenberg vested in and forfeited 154,593 RSAs under this award necessary to satisfy applicable tax withholding obligations on the date he filed an election under Section 83(b) of the Internal Revenue Code with respect to this RSA award. His remaining RSAs will vest ratably on each of the first three anniversaries of the grant date, subject to accelerated vesting in the event of Mr. Greenberg’s termination without “cause” or for “good reason,” or due to Mr. Greenberg’s death or “disability,” or continued vesting in the event of Mr. Greenberg’s “retirement,” in each case as defined in Mr. Greenberg’s RSA agreement or the 2021 Plan.\n\nPotential Payments Upon Termination or Change of Control\n\nWe maintain certain plans and arrangements that will require us to provide compensation to our named executive officers in the event of certain terminations of employment. The following discussion describes the payments and benefits to which our named executive officers are entitled in various termination of employment and change of control situations. The intent of this discussion is to describe those payments and benefits for which the amount, vesting or time of payment is altered by the termination of employment or change of control situation. This discussion does not describe all payments and benefits a named executive officer may receive following a termination or change of control, such as the following accrued, vested or non-forfeitable compensation and benefits:\n\n•payment of individual and company contributions on behalf of the named executive officer under our company-sponsored 401(k) retirement and profit sharing plan, health savings account or flexible dependent care account, as described under “Health, Welfare, Retirement and Other Personal Benefits” on page [17](#i3fc775a0b23944be8d8d9e56f3d5b466_91);\n\n•payouts under, and continuation of, health and welfare benefits under plans generally applicable to our employees (e.g., COBRA) or as prescribed by applicable law; and\n\n•any payment as may be required under applicable law.\n\nNone of our named executive officers have any employment agreement or other arrangements other than as provided for in our Severance Benefits Plan and the 2021 Plan and award agreements thereunder that govern the terms of the equity incentive awards that have been granted to them to date. Each of our named executive officers is a party to our standard employee confidentiality agreement, which is described in the section titled “Employment, Severance and Change of Control Arrangements with our Named Executive Officers” beginning on page [17](#i3fc775a0b23944be8d8d9e56f3d5b466_94). For further information about our Severance Benefits Plan, including terms, conditions and restrictive covenants that apply, see the section titled “Employment, Severance and Change of Control Arrangements with our Named Executive Officers” beginning on page [17](#i3fc775a0b23944be8d8d9e56f3d5b466_94).\n\nVoluntary Resignation  \n\n    In the event of a named executive officer’s voluntary resignation, we would not be obligated to pay or provide any additional payments or benefits to the executive officer in connection with their voluntary resignation.\n\nRetirement    \n\n    In the event of a named executive officer’s retirement, we would not be obligated to pay or provide any additional payments or benefits to the executive officer unless they meet the criteria for “retirement” in connection with their retirement under our 2021 Plan and the equity award agreements governing grants thereunder. A “retirement” is generally defined as the voluntary termination of employment (i) at or after the age of 65, (ii) on or after the age of 55 and with five years of consecutive service, or (iii) as may be determined by the Compensation Committee. If the criteria for retirement are met, then on the executive’s termination date due to retirement:\n\n•All of the outstanding RSAs and RSUs will continue to vest in accordance with the vesting schedule set forth in the applicable award agreement as if the executive officer remained in service with the company until the end of the vesting period; and\n\n•All of the outstanding PSUs will continue to vest in accordance with the applicable award agreement, subject to achievement of the performance goals as if the executive officer remained in service to the company through the end of the performance period.\n\n27\n\nDeath\n\n    In the event of a named executive officer’s death, we would not be obligated to pay or provide any additional payments or benefits to the executive officer (or their beneficiary) other than pursuant our 2021 Plan and the equity award agreements governing grants thereunder. If there is a termination of service as a result of the executive officer’s death:\n\n•All outstanding RSAs and RSUs that have not vested will fully vest as of the date of such executive officer’s death; and\n\n•The executive officer will fully vest on the date of such officer’s death in a number of PSUs equal to the amount of the target award for the applicable performance period, without regard to the achievement of any applicable performance goals.\n\nDisability   \n\n    In the event of a named executive officer’s disability, we would not be obligated to pay or provide any additional payments or benefits to the executive officer unless they meet the definition of “disability” as set forth under our 2021 Plan and the equity award agreements governing grants thereunder. “Disability” is generally defined as the occurrence of an event which would entitle the grantee to the payment of disability income under an approved long-term disability income plan or a long-term disability plan of the company or a participating company as determined by the Compensation Committee in its absolute discretion or pursuant to any other standard as may be adopted by the Committee. If the definition of disability is met, then on the executive’s termination date due to disability:\n\n•All outstanding RSAs and RSUs that have not vested will fully vest as of the date of such executive officer’s termination; and\n\n•The executive officer will fully vest on the date of such officer’s termination in a number of PSUs equal to the amount of the target award for the applicable performance period, without regard to the achievement of any applicable performance goals.\n\nInvoluntary Termination without Cause   \n\n    In the event a named executive officer is terminated by the company for any reason other than “cause,” the executive officer is entitled to receive certain cash payments under our Severance Benefits Plan and accelerated vesting of equity awards granted under our 2021 Plan. Under our Severance Benefits Plan, the payments and benefits the named executive officer would be entitled to receive include:\n\n•cash compensation equal to a multiple of the sum of (i) the executive’s base salary, plus (ii) the executive’s target annual cash incentive for the year in which the termination occurs, where the multiple is two times (2.0x) base salary for the Chief Executive Officer and one and one-half times (1.5x) base salary for the other named executive officers;\n\n•a pro rata portion of the executive’s target annual incentive compensation established for the year in which the termination event occurs, as calculated from January 1 of that year through the separation date, as if the individual target performance metrics (if any) comprising the annual incentive target compensation had been attained and based on actual performance attained for company performance metrics;\n\n•continued participation in certain welfare and insurance benefits in effect on the separation date at the company's expense for the lesser of the individual’s COBRA eligibility or 18 months; and\n\n•outplacement assistance for six months, up to a maximum reimbursement amount of $25,000.\n\n    Payment of severance benefits are payable in substantially equal installments in accordance with the company’s standard payroll procedures following the effective date of the executive officer’s separation agreement and continuing for a severance period that is equal to 24 months for the Chief Executive Officer and 18 months for the other named executive officers, except that portion that represents the pro rata target annual incentive compensation is payable in a lump sum payment at the time the company otherwise pays cash bonuses to its employees. Payment of severance benefits is contingent on the executive officer’s (i) timely execution and non-revocation of a general waiver and release in favor of the company, and (ii) continued compliance with any post-termination obligations to the company, including any restrictive covenants.\n\nUnder our Equity Incentive Plans and the equity award agreements governing grants thereunder, in the event a named executive officer is terminated by the company for any reason other than “cause,” then effective on the executive’s termination date:\n\n•All outstanding RSAs and RSUs that have not vested will fully vest as of the date of such termination; and\n\n28\n\n•The executive officer will be entitled to vest, on the last day of the performance period covering such award agreement, in a pro rata portion of the number of PSUs the executive would have received based on the level of achievement of the performance goals for such performance period, calculated by multiplying the number of PSUs the executive would have received if they had remained employed through the end of the performance period by a fraction, the numerator of which equals the number of days that executive was employed during the performance period and the denominator of which equals the total number of days in the performance period.\n\nTermination by Executive for Good Reason\n\n    In the event a named executive officer voluntarily terminates their employment, we would not be obligated to pay or provide any additional payments or benefits to the executive officer unless they met the criteria for “good reason” set forth in our Severance Benefits Plan or under our 2021 Plan and the equity award agreements governing grants thereunder. “Good reason” is generally defined as (i) material diminution or reduction of the executive’s authority, duties, or responsibilities, subject to certain limitations such as if such diminution is a result of unsatisfactory performance, (ii) relocation of the company’s principal office resulting in an increase in the executive’s commute by more than 50 miles, (iii) material reduction in the executive’s base salary or target compensation, other than in a reduction also affecting similarly-situated employees, or (iv) material breach by the company of any written agreement between the company and executive.\n\nIf the criteria for “good reason” are satisfied, then the payments and benefits the named executive officer would be entitled to receive are the same amounts as provided under our Severance Benefits Plan and our 2021 Plan and the equity award agreements governing grants thereunder, as would be provided in the event that a named executive officer is involuntarily terminated without cause, as described under “Involuntary Termination Without Cause” on page [28](#i3fc775a0b23944be8d8d9e56f3d5b466_166) above.\n\nChange of Control\n\n    Our Severance Benefits Plan and our 2021 Plan and the award agreements that govern the equity awards granted to executive officers thereunder each include “double-trigger” provisions with respect to the payment of benefits in connection with a “change of control” of the company. In each case, the qualifying termination event that triggers the payment of a benefit must occur within 24 months following the date of such change of control. “Change of control” is generally defined as (i) any person or group becomes the owners of more than 50% of our then-outstanding common stock or the combined voting power of our then outstanding voting securities, (ii) members of our Board at the beginning of any consecutive 24-month period cease to constitute at least a majority of our Board for any reason other than death or disability, or (iii) upon the completion of certain business combinations, including a merger or a sale of substantially all of the company’s assets. If consummated, the CCM Merger is expected to constitute a “change of control” for purposes of the Severance Benefits Plan, and our 2021 Plan and the award agreements thereunder.\n\nQualifying termination events that would trigger a payment to our executive officers following a change of control are described below.\n\nInvoluntary Termination without Cause or for Good Reason  \n\nSeverance Benefits Plan\n\nUnder our Severance Benefits Plan, if (i) the company experiences a change of control and (ii) within 24 months following the date of such change of control, a named executive officer’s employment is terminated by the company for any reason other than “cause” or by the employee for “good reason,” the executive officer is entitled to receive certain cash payments under our Severance Benefits Plan and accelerated vesting of equity awards granted under our 2021 Plan.\n\nUnder our Severance Benefits Plan, the payments and benefits the named executive officer would be entitled to receive include:\n\n•cash compensation equal to a multiple of the sum of (i) the executive’s base salary, plus (ii) the executive’s target annual cash incentive for the year in which the termination occurs, where the multiple is two and one-half times (2.5x) base salary for the Chief Executive Officer and two times (2.0x) base salary for the other named executive officers;\n\n•a pro rata portion of the executive’s target annual incentive compensation established for the year in which the termination event occurred, as calculated from January 1 of that year through the separation date, as if the individual target performance metrics (if any) comprising the annual incentive target compensation had been attained and for company performance metrics based on the greater of actual performance attained or target levels;\n\n•continued participation in certain welfare and insurance benefits in effect on the separation date for the lesser of the individual’s COBRA eligibility or 18 months; and\n\n29\n\n•outplacement assistance for six months, up to a maximum reimbursement amount of $25,000.\n\nPayment of severance benefits are payable in substantially equal installments in accordance with the company’s standard payroll procedures following the effective date of the executive officer’s separation agreement and continuing for a severance period that is equal to 30 months for the Chief Executive Officer and 24 months for the other named executive officers, except that portion that represents the pro rata target annual incentive compensation is payable in a lump sum payment at the time the company otherwise pays cash bonuses to its employees. Payment of severance benefits is contingent on the executive officer’s (i) timely execution and non-revocation of a general waiver and release in favor of the company, and (ii) continued compliance with any post-termination obligations to the company, including any restrictive covenants.\n\n2021 Equity Incentive Plan\n\nUnder our 2021 Plan and the award agreements that govern the RSAs, RSUs and PSUs granted to executive officers thereunder, if (i) there is a “change of control” and (ii) within 24 months following the change of control, the executive’s employment is terminated by the company without “cause” or by the executive for “good reason,” then:\n\n•the executive officer will fully vest in all outstanding RSAs and RSUs that have not already vested on the date of the termination of service; and\n\n•the executive officer will fully vest in all outstanding Assumed PSUs that have not already vested on the date of the termination of services, with “Assumed PSUs” defined as the number of PSUs that the executive officer was deemed to have earned on the change of control date, calculated as the greater of the number of target award PSUs or the number of PSUs that the executive would have received if the change of control date was the last day of the applicable performance period (after giving effect to level of achievement of the performance goals).\n\nUnder the 2021 Plan, if there is a change of control and the “resulting entity” in the change of control has not assumed or continued the outstanding RSA, RSU or PSU agreements, then the foregoing vesting scenarios will be deemed to have taken place immediately prior to the effectiveness of the change of control.\n\nInvoluntary Termination for Cause\n\nIn the event an executive officer is terminated for “cause,” we would not be obligated to pay or provide any additional payments or benefits to the executive officer in connection with their termination. Conversely, under our Incentive Compensation Recoupment Policy and the terms of our 2021 Plan and the award agreements granting restricted stock thereunder, the Board of Directors and Compensation Committee would have broad discretion to cancel unvested equity incentive awards and recover cash and equity incentive compensation previously paid to the executive officer, as described under “Incentive Compensation Recoupment (Clawback) Policy” beginning on page [21](#i3fc775a0b23944be8d8d9e56f3d5b466_118) above.\n\nUnder the Severance Benefits Plan and our 2021 Plan, “cause” is generally defined as: (i) engaging in willful or gross misconduct or negligence; (ii) repeatedly failing to adhere to the directions of superiors or the written policies and practices of the company; (iii) commission of the acts satisfying the elements of a felony, crime of moral turpitude, deceit, dishonesty or fraud, or any crime involving the company; (iv) engaging in fraud, misappropriation, embezzlement or material or repeated insubordination; (v) materially breaching their employment agreement (if any) or restrictive covenant agreement with the company; or (vi) engaging in any act or omission of willful misconduct or gross negligence detrimental to the business or financial reputation of the company.\n\nPotential Payments Upon Termination or Change of Control\n\nThe following table sets forth reasonable estimates of the potential benefits to our named executive officers in connection with certain termination events that were described in the foregoing discussion of “Potential Payments Upon Termination or Change of Control” beginning on page [27](#i3fc775a0b23944be8d8d9e56f3d5b466_151), assuming each such event occurred on December 31, 2025.\n\n30\n\nThe actual payments and benefits due upon the occurrence of certain events could materially differ from the estimates provided in the following table and would only be known at the time that the named executive officers become eligible for payment. Material assumptions used in calculating the estimated payments and benefits are described in the footnotes to the table.\n\nChange of Control\n\nName\n\nVoluntary Resignation/ Involuntary Termination for Cause\n\n($)\n\nRetirement\n\n($)\n\nDeath or Disability\n\n($)\n\nInvoluntary Termination without Cause\n\n($)\n\nTermination by Executive for Good Reason\n\n($)\n\n Involuntary Termination without Cause\n\n($)\n\nInvoluntary Termination for Good Reason\n\n($)\n\nInvoluntary Termination for Cause\n\n($)\n\nWilliam Greenberg (1)\n\nCash Severance Payment (2)\n\n— \n\n— \n\n— \n\n8,000,000 \n\n8,000,000 \n\n9,500,000 \n\n9,500,000 \n\n— \n\nUnvested Equity Incentives (3)\n\n— \n\n5,668,551 \n\n5,668,551 \n\n4,275,082 \n\n4,275,082 \n\n5,668,551 \n\n5,668,551 \n\n— \n\nHealth/Welfare Benefits (4)\n\n— \n\n— \n\n— \n\n45,004 \n\n45,004 \n\n45,004 \n\n45,004 \n\n— \n\nOutplacement Services (5)\n\n— \n\n— \n\n— \n\n25,000 \n\n25,000 \n\n25,000 \n\n25,000 \n\n— \n\nTotal\n\n— \n\n5,668,551 \n\n5,668,551 \n\n12,345,086 \n\n12,345,086 \n\n15,238,555 \n\n15,238,555 \n\n— \n\nWilliam Dellal (1)\n\nCash Severance Payment\n\n— \n\n— \n\n— \n\n2,000,000 \n\n2,000,000 \n\n2,500,000 \n\n2,500,000 \n\n— \n\nUnvested Equity Incentives\n\n— \n\n305,949 \n\n305,949 \n\n305,949 \n\n305,949 \n\n305,949 \n\n305,949 \n\n— \n\nHealth/Welfare Benefits\n\n— \n\n— \n\n— \n\n39,347 \n\n39,347 \n\n39,347 \n\n39,347 \n\n— \n\nOutplacement Services\n\n— \n\n— \n\n— \n\n25,000 \n\n25,000 \n\n25,000 \n\n25,000 \n\n— \n\nTotal\n\n— \n\n305,949 \n\n305,949 \n\n2,370,296 \n\n2,370,296 \n\n2,870,296 \n\n2,870,296 \n\n— \n\nNicholas Letica\n\nCash Severance Payment (2)\n\n— \n\n— \n\n— \n\n4,062,500 \n\n4,062,500 \n\n5,005,000 \n\n5,005,000 \n\n— \n\nUnvested Equity Incentives (3)\n\n— \n\n— \n\n1,816,920 \n\n1,185,296 \n\n1,185,296 \n\n1,816,920 \n\n1,816,920 \n\n— \n\nHealth/Welfare Benefits (4)\n\n— \n\n— \n\n— \n\n34,483 \n\n34,483 \n\n34,483 \n\n34,483 \n\n— \n\nOutplacement Services (5)\n\n— \n\n— \n\n— \n\n25,000 \n\n25,000 \n\n25,000 \n\n25,000 \n\n— \n\nTotal\n\n— \n\n— \n\n1,816,920 \n\n5,307,279 \n\n5,307,279 \n\n6,881,403 \n\n6,881,403 \n\n— \n\nRebecca B. Sandberg\n\nCash Severance Payment (2)\n\n— \n\n— \n\n— \n\n2,437,500 \n\n2,437,500 \n\n3,025,000 \n\n3,025,000 \n\n— \n\nUnvested Equity Incentives (3)\n\n— \n\n— \n\n1,017,545 \n\n667,625 \n\n667,625 \n\n1,017,545 \n\n1,017,545 \n\n— \n\nHealth/Welfare Benefits (4)\n\n— \n\n— \n\n— \n\n45,004 \n\n45,004 \n\n45,004 \n\n45,004 \n\n— \n\nOutplacement Services (5)\n\n— \n\n— \n\n— \n\n25,000 \n\n25,000 \n\n25,000 \n\n25,000 \n\n— \n\nTotal\n\n— \n\n— \n\n1,017,545 \n\n3,175,129 \n\n3,175,129 \n\n4,112,549 \n\n4,112,549 \n\n— \n\nRobert Rush (1)\n\nCash Severance Payment (2)\n\n— \n\n— \n\n— \n\n1,812,500 \n\n1,812,500 \n\n2,275,000 \n\n2,275,000 \n\n— \n\nUnvested Equity Incentives (3)\n\n— \n\n592,851 \n\n592,851 \n\n392,753 \n\n392,753 \n\n592,851 \n\n592,851 \n\n— \n\nHealth/Welfare Benefits (4)\n\n— \n\n— \n\n— \n\n45,004 \n\n45,004 \n\n45,004 \n\n45,004 \n\n— \n\nOutplacement Services (5)\n\n— \n\n— \n\n— \n\n25,000 \n\n25,000 \n\n25,000 \n\n25,000 \n\n— \n\nTotal\n\n— \n\n592,851 \n\n592,851 \n\n2,275,257 \n\n2,275,257 \n\n2,937,855 \n\n2,937,855 \n\n— \n\nTotal\n\n— \n\n6,567,351 \n\n9,401,816 \n\n25,473,047 \n\n25,473,047 \n\n32,040,658 \n\n32,040,658 \n\n— \n\n(1)As of December 31, 2025, Mr. Greenberg, Mr. Dellal and Mr. Rush met the retirement criteria set forth in our 2021 Plan.\n\n(2)Represents the aggregate cash severance amount payable under the Severance Benefits Plan, comprised of cash compensation (which is a multiple of the sum of the executive’s base salary plus target annual cash incentive) and a prorated annual cash incentive. For purposes of calculating cash compensation and prorated annual cash incentive, we (i) used base salary in effect at December 31, 2025 and (ii) the 2025 target annual cash incentive for each executive officer as identified on page [13](#i3fc775a0b23944be8d8d9e56f3d5b466_85) above.\n\n(3)Based on (i) RSUs outstanding under our 2021 Plan, (ii) RSAs outstanding under our 2021 Plan, and (iii) PSUs outstanding under our 2021 Plan, all as more fully described under “Outstanding Equity Awards at Fiscal Year-End for 2025” on page [25](#i3fc775a0b23944be8d8d9e56f3d5b466_145) above. Assumes PSUs are awarded at target levels at the end of the applicable performance period, and does not include the value of any DERs that may accrue during the performance period. The value of shares underlying the awards is calculated based on the $10.50 closing market price of our common stock on the NYSE on December 31, 2025.\n\n(4)Represents the estimated aggregate amount of the COBRA severance benefits payable under the Severance Benefits Plan assuming the executive officer is enrolled in the same level of health and welfare benefits as of December 31, 2025 and assuming they are eligible for 18 months of COBRA benefits.\n\n(5)Assumes reimbursement paid to the executive officer for the maximum amount of $25,000 in outplacement services for which the officer is eligible under the Severance Benefits Plan.\n\n31\n\nIf consummated, the CCM Merger is expected to constitute a change in control for purposes of the 2021 Plan and the Severance Benefits Plan, with outstanding RSAs, RSUs, and PSUs receiving the treatment described in the CCM Merger Agreement.\n\nCEO Compensation Pay Ratio\n\nWe are required by applicable law to disclose the median annual total compensation of all of our employees (excluding the Chief Executive Officer), the annual total compensation of the Chief Executive Officer, and the ratio of these two amounts (the “pay ratio”). The pay ratio below is a reasonable estimate based on our payroll records and the methodology described below, and was calculated in a manner consistent with applicable law. Because companies are provided flexibility in adopting a methodology for identifying the median employee and calculating the pay ratio, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.\n\nWe identified the median employee using the total compensation for the 485 employees (excluding our Chief Executive Officer) who were employed by us on December 31, 2025 (whether employed on a full-time or part-time basis).\n\nFor purposes of this pay ratio calculation, including identifying and determining the annual total compensation of our median employee, “total compensation” is comprised of (i) the cash amounts paid by the company for annual base salary, annual cash bonus (if any), cash dividends paid on unvested long-term equity incentive awards (if any), for fiscal year 2025 and (ii) the grant date fair value of long-term equity incentive awards (if any) granted in fiscal year 2025.\n\nFor 2025, we calculated annual total compensation for the median employee using the same methodology as for our named executive officers as described in the Summary Compensation Table in this Proxy Statement. The annual total compensation for our Chief Executive Officer was $11,296,265 and the median annual total compensation of all of our employees (other than our CEO) was $69,287. The resulting pay ratio of the Chief Executive Officer’s annual total compensation to the median annual total compensation of all of our employees was approximately 163.0 to 1.\n\nDirector Compensation\n\nWe compensate the independent members of our Board of Directors for their service. It is our belief that director compensation should:\n\n•align the interests of our directors and our stockholders;\n\n•help attract and retain outstanding director candidates who meet the criteria in our Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter; and\n\n•reflect the substantial time commitment of our directors necessary to oversee our business.\n\nWe compensate our independent directors with a mix of cash compensation and equity awards. We do not pay any compensation to non-independent directors for their service, however, all members of our Board of Directors are reimbursed for their costs and expenses of serving on the Board of Directors, including costs and expenses of attending meetings of our Board of Directors and its committees. As discussed above, the Compensation Committee Charter provides that the Compensation Committee has the primary responsibility for reviewing and recommending any changes to director compensation. Our Board of Directors reviews the Compensation Committee’s recommendations and determines the amount of director compensation.\n\nIndependent Director Compensation for 2025\n\nFor the one-year term commencing upon their election at the 2025 annual meeting of stockholders and ending at the Annual Meeting, our independent directors were eligible to earn the following fees:\n\n•each independent director received an annual fee of $245,000, which consisted of $110,000 in cash and $135,000 in restricted stock units;\n\n•the independent Chair of the Board of Directors received an additional fee of $150,000, which was paid half in cash and half in restricted stock units;\n\n•each of the Chairs of the Audit and Compensation Committees received an additional fee of $25,000 in cash; and\n\n•each of the Chairs of the Risk Oversight and Nominating and Corporate Governance Committees received an additional fee of $15,000 in cash.\n\nThe cash portion of these annual fees is paid in four equal quarterly installments over the course of the term. The restricted stock unit portion of these annual fees was granted under our 2021 Equity Incentive Plan (“2021 Plan”). The number of\n\n32\n\nrestricted stock units issued on the grant date was determined using the fair market value of our common stock on the grant date, which is the closing market price on the NYSE. The restricted stock units granted to the independent directors as part of the director fees noted above fully vest on the date of the next annual meeting of the stockholders, so long as such director has complied with the terms and conditions of the applicable award agreement. In the event the director’s service terminates prior to expiration of their term for any reason other than death or disability, the director will vest in a number of restricted stock units of their award prorated to reflect the proportionate number of days served during such term. If the director’s service ends on account of death or disability, then all restricted stock units will become fully vested shares of common stock for such term. In the event the company experiences a change of control during the director’s term and, within twenty-four (24) months of the change in control the director’s service is terminated (as described in the 2021 Plan), then the director will vest in all restricted stock units awarded for such term on the date such director’s service terminates (or immediately prior to the change of control if the resulting entity in the change of control has not assumed the director’s award agreement).\n\nSummary of 2025 Independent Director Compensation\n\nThe following table shows the compensation of our independent directors for services in all capacities provided to us in the year ended December 31, 2025:\n\nName\n\nFees Earned or Paid in Cash (1)\n\nStock Awards (2)(3)\n\nTotal\n\nE. Spencer Abraham\n\n$\n\n124,000\n\n$\n\n134,994\n\n$\n\n258,994\n\nJames J. Bender\n\n$\n\n111,500\n\n$\n\n134,994\n\n$\n\n246,494\n\nSanjiv Das\n\n$\n\n104,000\n\n$\n\n134,994\n\n$\n\n238,994\n\nKaren Hammond\n\n$\n\n119,000\n\n$\n\n134,994\n\n$\n\n253,994\n\nStephen G. Kasnet\n\n$\n\n179,000\n\n$\n\n209,989\n\n$\n\n388,989\n\nW. Reid Sanders\n\n$\n\n24,500\n\n$\n\n—\n\n$\n\n24,500\n\nJames A. Stern\n\n$\n\n111,500\n\n$\n\n134,994\n\n$\n\n246,494\n\nHope B. Woodhouse\n\n$\n\n126,500\n\n$\n\n134,994\n\n$\n\n261,494\n\n(1)Totals in this column include: (a) the cash portion of the annual retainer fees paid to all independent directors; (b) the cash portion of the annual retainer fees paid to Mr. Kasnet for his services as Chair of the Board of Directors; and (c) the annual retainer fees paid to the directors serving as Chair of the Audit Committee, Chair of the Compensation Committee, Chair of the Risk Oversight Committee and Chair of the Nominating and Corporate Governance Committee, respectively.\n\n(2)Totals in this column include:(a) the equity portion of the annual retainer fees paid to all independent directors; and (b) the equity portion of the annual retainer fees paid to Mr. Kasnet for his services as Chair of the Board of Directors. All equity awards were granted as of May 15, 2025.\n\n(3)The values in this column reflect the full grant date fair value of the award for financial reporting purposes in accordance with FASB ASC Topic 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in our audited financial statements. See Note 18 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of equity awards. The values are based on the $11.94 closing market price of our common stock on the NYSE on the May 15, 2025 grant date of the stock award. Other than the restricted stock units reported above, no independent director had any other stock awards outstanding as of December 31, 2025.\n\nDirector Stock Ownership Guidelines\n\nOur directors are encouraged to own shares of our common stock in order to better align their personal interests with the interests of our stockholders. In furtherance of this objective, our directors are not permitted to sell shares of our common stock if, upon completion of such sale, the aggregate number of shares of our common stock owned by such director would have a market value of less than $300,000, provided that in connection with the vesting of stock awards, directors are permitted to sell up to 40 percent of the shares vesting for tax planning purposes. Under our Insider Trading Policy, our directors are prohibited from both hedging company stock and from pledging company stock in any manner, whether as collateral for a loan, in a margin account held at a broker, or otherwise."}