Form 144 Filer Information UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

Form 144

144: Issuer Information

Name of Issuer
TWO HARBORS INVESTMENT CORP.
SEC File Number
001-34506
Address of Issuer
1601 Utica Avenue South
Suite 900
St. Louis Park
MINNESOTA
55416
Phone
612-453-4100
Name of Person for Whose Account the Securities are To Be Sold
Rebecca B. Sandberg
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer
  1. Officer

144: Securities Information


RecordTitle of the Class of Securities To Be SoldName and Address of the BrokerNumber of Shares or Other Units To Be SoldAggregate Market ValueNumber of Shares or Other Units OutstandingApproximate Date of SaleName the Securities Exchange
#1Common Stock
Raymond James
660 Newport Center Drive
Suite 570
Newport Beach
CALIFORNIA
92660
4,439$54,555.3196,664,88205/22/2023
NYSE

144: Securities To Be Sold

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

RecordTitle of the ClassDate you AcquiredNature of Acquisition TransactionName of Person from Whom AcquiredIs this a Gift?Date Donor AcquiredAmount of Securities AcquiredDate of PaymentNature of Payment *
#1Common Stock05/19/2023Vesting of Restricted Stock Unit AwardTwo Harbors Investment Corp.☐ — 4,43905/19/2023Vesting of Restricted Stock Unit Award


* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

144: Securities Sold During The Past 3 Months

Nothing to Report☒

144: Remarks and Signature

Remarks
The reporting person anticipates selling the shares for the purpose of satisfying income tax liabilities, incurred upon the vesting of the restricted stock unit awards, pursuant to written instructions previously executed by the reporting person.
Date of Notice
05/19/2023
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1
  1. 02/16/2021

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature
/s/ Rebecca B. Sandberg

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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