OTHER INFORMATION.
−Removed: 2025 Equity Incentive Plan
−Removed: On May 5, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved the Company’s 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”).
−Removed: The 2025 Equity Incentive Plan became effective on May 5, 2025, upon approval of the Company’s stockholders at the Annual Meeting.
−Removed: The material features of the 2025 Equity Incentive Plan are described in the Company’s definitive proxy statement for the Annual Meeting filed on March 21, 2025 under the heading “Proposal 4.
−Removed: Approval of the AG Mortgage Investment Trust, Inc.
−Removed: 2025 Equity Incentive Plan” and is incorporated herein by reference.
−Removed: Such description is qualified in its entirety by reference to the 2025 Equity Incentive Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
−Removed: Submission of Matters to a Vote of Security Holders - Results of 2025 Annual Meeting of Stockholders
−Removed: As disclosed above, on May 5, 2025, the Company held its Annual Meeting, where the Company’s stockholders voted on the following matters which were set forth in the notice for the meeting:
−Removed: Election of six directors to the Company's board of directors, with each director serving until the Company's 2026 annual meeting of stockholders or until his or her successor is duly elected and qualified;
−Removed: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025;
−Removed: Approval, on an advisory basis, of the Company's executive compensation;
−Removed: Approval of the 2025 Equity Incentive Plan.
−Removed: Each of the six nominees was elected, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm was ratified, the executive compensation was approved on an advisory basis, and the 2025 Equity Incentive Plan was approved.
−Removed: The vote tabulation for each proposal is as follows:
−Removed: Election of Directors:
−Removed: Director Votes For Votes Withheld Broker Non-Votes
−Removed: Debra Hess 12,148,332 827,793 8,405,035
−Removed: Durkin 12,588,287 387,838 8,405,035
−Removed: Dianne Hurley 12,590,953 385,172 8,405,035
−Removed: Matthew Jozoff 12,355,449 620,676 8,405,035
−Removed: Christian Mitchell 12,363,019 613,106 8,405,035
−Removed: Nicholas Smith 12,096,240 879,885 8,405,035
−Removed: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:
−Removed: Votes For Votes Against Abstentions Broker Non-Votes
−Removed: 20,734,372 265,903 380,885 —
−Removed: Approval, on an advisory basis, of the Company's executive compensation:
−Removed: Votes For Votes Against Abstentions Broker Non-Votes
−Removed: 12,144,249 591,568 240,308 8,405,035
−Removed: Approval of the 2025 Equity Incentive Plan:
−Removed: Votes For Votes Against Abstentions Broker Non-Votes
−Removed: 12,226,960 583,121 166,044 8,405,035
+Added: Acquisition of Additional Interest in AG Arc, LLC (“AG Arc”)
+Added: On August 1, 2025, we entered into an exchange agreement to acquire an additional 21.385% interest in AG Arc, from certain private funds (the “Holders”) managed by TPG Angelo Gordon (the “Arc Acquisition”).
+Added: In connection with the Arc Acquisition, we issued 2,027,676 restricted shares (the “Shares”) of our common stock as consideration to the Holders.
+Added: The Shares were issued in a private placement agreement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
+Added: Upon closing of the Arc Acquisition on August 1, 2025 and giving effect to our acquisition of the additional 21.385% interest, we have an approximate 66.0% interest in AG Arc.
+Added: Registration Rights Agreement
+Added: In connection with the Arc Acquisition, on August 1, 2025, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Holders, pursuant to which we granted the Holders certain registration rights with respect to the Shares.
+Added: As soon as reasonably practicable and no later than 60 days after the closing of the Arc Acquisition, we have agreed to file a resale shelf registration statement on Form S-3 (or other forms as may be appropriate and available), registering the resale of all the Shares held by the Holders (the “Resale Shelf”).
+Added: Following the initial effectiveness of the Resale Shelf, we are required to use our reasonable best efforts to maintain such effectiveness continuously until the date on which there are no longer any “Registrable Shares”, as defined in the Registration Rights Agreement.
+Added: The Registration Rights Agreement contains customary “blackout” and similar provisions, as well as customary provisions related to indemnification and contribution.
+Added: The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
+Added: Unregistered Sale of Equity Securities
+Added: The information set forth above under “ Acquisition of Additional Interest in AG Arc LLC ” is incorporated herein by reference.
Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Amendment No.
21 unchanged sentences
(attached as Exhibit A to the Second Supplemental Indenture, incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on May 15, 2024).
+Added: Registration Rights Agreement, dated August 1, 2025, by and among AG Mortgage Investment Trust, Inc.
+Added: and the Holders as defined therein .
AG Mortgage Investment Trust, Inc.
−Removed: 2025 Equity Incentive Plan
+Added: 2025 Equity Incentive Plan (attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7 , 2025).
Certification of Thomas J.
18 unchanged sentences
AG MORTGAGE INVESTMENT TRUST, INC.
−Removed: May 7, 2025 By:
+Added: August 5, 2025 By:
/s/ THOMAS J.
Chief Executive Officer and President (principal executive officer)
−Removed: May 7, 2025 By:
+Added: August 5, 2025 By:
/s/ ANTHONY W.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.