Two Harbors Investment Corp 2025年度报告

(Registrant’s Telephone Number, Including Area Code) Securities Registered Pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant wasapproximately $1.1billion based on the closing sale price as reported on the NYSE on that date. As of April22, 2026, there were 105,046,333 shares of common stock, par value $0.01 per share, issued and outstanding. EXPLANATORY NOTE We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (“this Amendment” or “this report”) to amend the AnnualReport on Form 10-K for the fiscal year ended December 31, 2025 (Commission File Number 001-34506) (the “2025 Annual Report onForm 10-K”), as filed by the registrant with the Securities and Exchange Commission (the “SEC”) on February 17, 2026. The purpose ofthis Amendment is to include in Part III the information that was to be incorporated by reference from the proxy statement for theregistrant’s 2026 Annual Meeting of Stockholders, as well as to update certain of the information included on the cover page of the 2025Annual Report on Form 10-K and in the list of exhibits included in Part IV, Item 15 and the Exhibit Index of this report. The Part IIIinformation was previously omitted from the 2025 Annual Report on Form 10-K in reliance on General Instruction G(3) to Form 10-K,which permits the information in Items 10 through 14 of Part III of Form 10-K to be incorporated in the Form 10-K by reference from theregistrant’s definitive proxy statement if such statement is filed not later than 120 days after the registrant’s fiscal year-end. The registrantis filing this Amendment to include Part III information in the 2025 Annual Report on Form 10-K because the registrant does not expect tofile a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the 2025 AnnualReport on Form 10-K. This Amendment hereby amends the cover page, Part III, Items 10 through 14, and Part IV, Item 15 of the 2025Annual Report on Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), new certifications by the registrant’s principal executive officer and principal financial officer are filed as exhibits to thisAmendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend anydisclosures with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have