Form 4: Two Harbors CRO Robert Rush Reports Stock Transactions

Two Harbors Investment Corp.'s Chief Risk Officer, Robert Rush, reported the acquisition of shares from vested performance units and subsequent sale to cover tax liabilities.

Summary

• Robert Rush, Chief Risk Officer of Two Harbors Investment Corp., acquired 34,714 shares of common stock on December 17, 2025.
• These shares were received in connection with the vesting of performance share units previously granted under the Two Harbors Investment Corp. 2021 Equity Incentive Plan, with a transaction price of $0.
• Following this acquisition, Rush's beneficial ownership increased to 121,801 shares.
• On December 19, 2025, Rush disposed of 23,594 shares of common stock at a weighted average price of $11.425 per share.
• The sale was executed to satisfy income tax liabilities incurred as a result of the accelerated vesting of restricted stock units and performance share units.
• This sale was made pursuant to trading instructions given on February 25, 2021, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
• After these transactions, Robert Rush beneficially owns 98,207 shares of common stock.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The filing reports routine insider transactions involving the vesting of performance share units and a subsequent sale to cover tax liabilities, which is a common and expected event for executives receiving equity compensation. It does not provide new fundamental information that would significantly alter the company's outlook.

Positives

• The acquisition of 34,714 shares resulted from the vesting of performance share units, indicating that performance targets were met, which can be a positive signal regarding company performance or management incentives.

Negatives

• The disposition of 23,594 shares by a key executive, even for tax purposes, reduces insider ownership, which some investors might view as a slight negative.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

Insider transaction reports (Form 4s) are routine disclosures in the financial industry, providing transparency into executive and director stock ownership changes. Sales to cover tax liabilities upon vesting of equity awards are common and generally not indicative of a change in management's view of the company's prospects.

Stakeholder Impact

• Shareholders: The reduction in insider ownership due to the tax-related sale is minor and executed under a pre-planned arrangement, thus unlikely to have a significant impact on shareholder confidence or the company's strategic direction.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction where the Chief Risk Officer acquired shares through the vesting of performance units and subsequently sold a portion to cover tax obligations, as per a pre-arranged 10b5-1 plan. This type of transaction is common and does not provide new material information about the company's operational performance, financial health, or future strategic direction. Therefore, it does not warrant a change in investment recommendation, and a 'hold' stance is maintained as there are no new fundamental drivers for a 'buy' or 'sell' decision based solely on this filing.

Keywords

Two Harbors Investment Corp., Robert Rush, Form 4, Insider Transaction, Stock Sale, Equity Incentive Plan, Performance Share Units, Common Stock, Rule 10b5-1