TWO HARBORS INVESTMENT CORP.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

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Securities Exchange Act of 1934

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Two Harbors Investment Corp.

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NOTICE OF 2025 ANNUAL MEETING AND PROXY STATEMENTApril 2, 2025 | 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 2025 Annual Meeting of Stockholders. As in years past, we will host our annual meeting virtually via live webcast on Wednesday, May 14, 2025, 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 2024 Annual Report. During 2024, we accomplished several important objectives that we believe will position our company for long-term success and deliver value to our stockholders. We grew our MSR portfolio through the settlement of $9.2 billion in unpaid principal balance ("UPB") of MSR, or 28,093 loans, through bulk and flow-sale acquisitions and recapture. Substantially all of these loans are serviced at our operating company, RoundPoint Mortgage Servicing LLC. At RoundPoint, we launched a direct-to-consumer recapture originations platform, funding $64.3 million UPB in first lien loans and brokering $40.2 million UPB in second lien loans. We delivered value to stockholders through generating a 2024 total economic return on common book value of 7.0%, which includes total dividends declared of $1.80 per common share. Finally, we actively managed our capital structure through the repurchase of 485,609 shares of preferred stock and $10.0 million principal amount of convertible senior notes due 2026. In addition to our business achievements, we launched our new brand, referring to ourselves simply at "TWO," reflective of our evolution as a company into an MSR-focused REIT.

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 2, 2025.

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.

Sincerely,

William Greenberg

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date: Wednesday, May 14, 2025

Time: 10:00 a.m. Eastern Time

Website: www.virtualshareholdermeeting.com/TWO2025

Agenda: (1) To elect as directors the eight 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, 2025; 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 19, 2025.

Proxy Materials: On or about April 2, 2025, 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 2024 Annual Report are available atwww.proxyvote.com.

Admission: You may participate in the Annual Meeting by visitingwww.virtualshareholdermeeting.com/TWO2025. 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/TWO2025.

BY ORDER OF THE BOARD OF DIRECTORS,

Rebecca B. Sandberg

Vice President, Chief Legal Officer and Secretary

April 2, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2025:

Our Proxy Statement and 2024 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available atwww.proxyvote.com.

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