TWO HARBORS INVESTMENT CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Two Harbors Investment Corp.

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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act rules 14a6(i)(1) and 0-11.

NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENTApril 3, 2024 | NYSE: TWO

Dear Fellow Stockholders:

On behalf of the Board of Directors of Two Harbors Investment Corp., I am pleased to invite you to our 2024 Annual Meeting of Stockholders. As in years past, we will host our annual meeting virtually via live webcast on Wednesday, May 15, 2024, at 10:00 a.m. Eastern Time, enabling all stockholders to participate fully and equally from any location at no cost.

We value the views of our stockholders and look forward to continuing our dialogue on the priorities for the company. We have highlighted the company’s achievements and shared our outlook in the Letter to Stockholders included in our 2023 Annual Report. During 2023, we accomplished several important objectives that we believe will position our company for long-term success and deliver value to our stockholders. We closed the acquisition of RoundPoint Mortgage Servicing LLC, a transformative transaction that reinforces our commitment to our investment in mortgage servicing rights as a core and essential part of our business. We strategically optimized our capital structure through the issuance of 17.1 million shares of common stock as well as the repurchase of 735,624 shares of preferred stock, which lowered our ratio of preferred stock to common equity. Finally, despite the volatile market environment in 2023, we delivered value to stockholders through total dividends paid of $1.95 per common share, equivalent to an average dividend yield of 14%.

It is important that your shares of common stock be represented at our Annual Meeting, regardless of the number of shares you hold and whether or not you plan to attend the virtual meeting. Accordingly, we encourage you to authorize your vote as soon as possible by following the instructions contained in the Notice of Internet Availability of Proxy Materials that you receive for our Annual Meeting, which we will commence mailing on or about April 3, 2024.

The Notice of Annual Meeting of Stockholders and Proxy Statement describe the business to be conducted at the Annual Meeting and the details for accessing the meeting webcast. We use this “Notice and Access” method of furnishing proxy materials to you over the Internet, providing you with a convenient way to access our proxy materials and vote your shares, while allowing us to reduce the environmental impact and costs of printing and distributing our Annual Meeting materials.

We hope you are able to attend our virtual Annual Meeting of Stockholders. As always, thank you for your support of Two Harbors.

Sincerely,

William Greenberg

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date: Wednesday, May 15, 2024

Time: 10:00 a.m. Eastern Time

Website: www.virtualshareholdermeeting.com/TWO2024

Agenda: (1) To elect as directors the nine nominees named in the accompanying Proxy Statement, each to serve until our next annual meeting of stockholders and until their successor is elected and qualified;

(2)To hold an advisory vote relating to the compensation of our executive officers;

(3) To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and

(4) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Record Date: You may vote at the Annual Meeting if you were a holder of record of our common stock as of the close of business on March 20, 2024.

Proxy Materials: On or about April 3, 2024, we expect to begin mailing a Notice of Internet Availability of Proxy Materials, which contains information regarding how to access our proxy materials and vote. Our Proxy Statement and 2023 Annual Report are available atwww.proxyvote.com.

Admission: You may participate in the Annual Meeting by visitingwww.virtualshareholdermeeting.com/TWO2024. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

Questions: You may submit a question prior to the Annual Meeting online atwww.proxyvote.com or during the Annual Meeting atwww.virtualshareholdermeeting.com/TWO2024.

BY ORDER OF THE BOARD OF DIRECTORS,

Rebecca B. Sandberg

Vice President, Chief Legal Officer and Secretary

April 3, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2024:

Our Proxy Statement and 2023 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available atwww.proxyvote.com.

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