{"url_path":"/sec/twod/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters","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":868,"has_tables":true,"body_markdown":"Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\n\nThe following table sets forth certain information regarding the beneficial ownership of shares of our common stock, as of April 22, 2026, by (a) each of our directors, (b) each of our named executive officers, (c) all of our directors and executive officers as a group, and (d) each person known to us to be the beneficial owner of more than five percent of the issued and outstanding shares of our common stock. Unless otherwise indicated, all shares of our common stock are owned directly and the indicated person has sole voting and dispositive power with respect to such shares of our common stock. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or dispositive power with respect to such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities\n\n33\n\nthat such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement.\n\nUnless otherwise indicated, the address of each person listed below is 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416.\n\nName and Position\n\nNumber of Shares\n\nBeneficially Owned (1)\n\nPercent of Class (2)\n\nDirectors:\n\nE. Spencer Abraham\n\n39,561\n\n*\n\nJames J. Bender\n\n47,166\n\n*\n\nSanjiv Das\n\n20,410\n\n*\n\nWilliam Greenberg (3)\n\n259,033\n\n*\n\nKaren Hammond\n\n59,097\n\n*\n\nStephen G. Kasnet (4)\n\n103,027\n\n*\n\nJames A. Stern\n\n64,843\n\n*\n\nHope B. Woodhouse\n\n56,444\n\n*\n\nNamed Executive Officers:\n\nWilliam Dellal\n\n7,565\n\n*\n\nNicholas Letica\n\n105,045\n\n*\n\nRebecca B. Sandberg\n\n122,694\n\n*\n\nRobert Rush\n\n78,780\n\n*\n\nMary Riskey (5)\n\n85,108\n\n*\n\nAll directors, director nominees and executive officers as a group (13 individuals)\n\n995,579\n\n*\n\nMore than Five Percent Beneficial Owners:\n\nBlackRock, Inc. (6)\n\n55 East 52nd Street, New York, NY 10055\n\n16,598,512\n\n15.8%\n\nThe Vanguard Group (7)\n\n100 Vanguard Blvd., Malvern, PA 19355\n\n10,571,743\n\n10.1%\n\n* Represents ownership of less than 1.0% of our outstanding common stock as of April 22, 2026.\n\n(1)Includes the following unvested restricted stock units (RSUs) scheduled to vest within 60 days following April 22, 2026: Mr. Abraham, 11,306 RSUs; Mr. Bender, 11,306 RSUs; Mr. Das, 11,306 RSUs; Ms. Hammond, 11,306 RSUs; Mr. Kasnet, 17,587 RSUs; Mr. Stern, 11,306 RSUs; and Ms. Woodhouse, 11,306 RSUs. RSUs are not considered to be issued and outstanding and individuals are not entitled to vote the shares.\n\n(2)Based on 105,046,333 shares of common stock outstanding as of April 22, 2026. Under our Insider Trading Policy, our directors and named executive officers are prohibited from both hedging company stock and from pledging company stock in any manner.\n\n(3)Includes 3,025 shares held by Mr. Greenberg’s spouse. While Mr. Greenberg retains a pecuniary interest in these shares, he does not have dispositive or voting power with respect thereto and he disclaims any beneficial ownership interest therein.\n\n(4)Mr. Kasnet also owns 10,000 shares of our 8.125% Series A Preferred Stock, which generally does not have voting rights; Mr. Kasnet’s holdings did not exceed 1.0% of the Series A Preferred Stock issued and outstanding as of April 22, 2026.\n\n(5)Ms. Riskey retired in August 2024. Accordingly, Ms. Riskey is included in this table individually as a named executive officer, but is not included in this total for all directors and executive officers as a group.\n\n(6)Based on the Schedule 13G/A filed with the SEC on July 18, 2025, by BlackRock, Inc. on behalf of 14 separately identified subsidiary entities. BlackRock reported sole voting power with respect to 16,365,681 shares and sole dispositive power with respect to all shares.\n\n(7)Based on the Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group (“Vanguard”) as a member of a group. Vanguard reported, as of December 29, 2023, beneficial ownership of 10,571,743 shares, including shared voting power with respect to 70,763 shares, sole dispositive power with respect to 10,404,516 shares and shared dispositive power with respect to 167,227 shares. According to the Schedule 13G/A filed with the SEC on March 27, 2026, Vanguard reported, as of March 13, 2026, beneficial ownership of 0 shares following an internal reorganization pursuant to which Vanguard’s beneficial ownership has been disaggregated. In the Schedule 13G/A filed with the SEC on March 27, 2026, Vanguard noted that certain of its subsidiaries or business divisions of subsidiaries, that formerly had, or were deemed to have, beneficial ownership with Vanguard, will report beneficial ownership separately (on a disaggregated basis) from Vanguard.\n\n34\n\nEquity Compensation Plan Information\n\nThe following table presents certain information about the Equity Incentive Plan as of December 31, 2025:\n\nPlan Category\n\nNumber of securities to be issued upon exercise of outstanding options, warrants and rights\n\nWeighted-average exercise price of outstanding options, warrants and rights\n\nNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column of this table)\n\nEquity compensation plans approved by security holders\n\n—\n\n$\n\n—\n\n2,290,644\n\nEquity compensation plans not approved by security holders\n\n—\n\n—\n\n—\n\nTotal\n\n—\n\n$\n\n—\n\n2,290,644"}