TWO HARBORS INVESTMENT CORP.

The table below summarizes the compensation paid to our named executive officers for the performance years ending December 31, 2024, 2023 and 2022.

(1)We generally do not pay discretionary bonuses and did not pay any such bonuses to Mr. Greenberg, Ms. Riskey, Ms. Sandberg and Mr. Rush in 2022, 2023 or 2024. In connection with his appointment as Chief Investment Officer, Mr. Letica’s annual cash incentive payout for the 2022 performance year was guaranteed and not subject to any performance conditions; any future annual cash incentive payouts to Mr. Letica will be pursuant to the annual cash incentive plan for our named executive officers. In connection with his appointment as Interim Chief Financial Officer, Mr. Dellal's annual cash incentive payout for the 2024 performance year was guaranteed and not subject to any performance conditions; in the event Mr. Dellal is removed from his position by the company, other than for cause, prior to his first anniversary of employment, he will be entitled to receive an additional payment of $286,885. Annual cash incentive payouts based on performance goals and objectives, as described under “Annual Incentive Compensation” above on page 29, are reported in the “Non-Equity Incentive Plan Compensation” column.

(2)Values represent the grant date fair value of RSUs and the target number of PSUs granted under the 2021 Plan, as described in Note 3 below. RSUs vest in three equal annual installments beginning on the first anniversary of the grant date, so long as the officer complies with the terms of the applicable award agreement. PSUs vest after a three-year performance period, subject to the achievement of pre-established performance goals. Amounts shown reflect the aggregate grant date fair value for equity awards for financial reporting purposes in accordance with ASC Topic 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in our audited financial statements. See Note 18 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 regarding assumptions underlying the valuation of equity awards. Amounts reported for these awards may not represent the amounts that the officers will actually realize upon vesting of the awards, which will depend upon our actual operating performance, stock price fluctuations and the officer’s continued employment. See also “Grants of Plan-Based Awards for Fiscal Year 2024” below on page 41.

(3)The values reported in this column for PSUs represent the aggregate grant date fair value of the grants based on the probable outcome of the performance conditions as of the grant date and is set at 100% of the target amount, or $2,342,017 for Mr. Greenberg,$1,094,938 for Mr. Letica, $839,347 for Ms. Sandberg, $781,467 for Mr. Rush, and $694,634 for Ms. Riskey. The grant date fair value of the PSUs, assuming the highest level of performance conditions is met, was $4,684,035 for Mr. Greenberg, $2,189,876 for Mr. Letica, $1,678,695 for Ms. Sandberg, $1,562,934 for Mr. Rush, and $1,389,269 for Ms. Riskey.

(4)Annual cash incentive compensation reflects compensation earned in connection with the performance year noted, but which was awarded and paid in the following year.

(5)Previously reported Other Compensation amounts for 2022 and 2023 include the value of dividends and distribution on unvested RSUs; however, for 2024, in accordance with SEC disclosure rules, we have excluded the value of dividends and distributions on RSUs given the grant date fair value of the RSUs granted in 2022, 2023 and 2024 reflect the value of potential dividends and distributions.