Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
AG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
June 30, 2025 December 31, 2024
Assets
Securitized residential mortgage loans, at fair value - $ 716,530 and $ 705,294 pledged as collateral, respectively (1)
$ 6,648,988 $ 6,197,678
Residential mortgage loans, at fair value - $ 325,439 and $ 215,773 pledged as collateral, respectively
327,454 220,217
Commercial loans, at fair value - $ 64,883 and $ 67,005 pledged as collateral, respectively
64,883 67,005
Real estate securities, at fair value - $ 204,361 and $ 165,393 pledged as collateral, respectively
223,276 201,360
Investments in debt and equity of affiliates 45,656 46,841
Cash and cash equivalents 88,746 118,662
Restricted cash 11,423 19,906
Other assets 51,999 41,940
Total Assets $ 7,462,425 $ 6,913,609
Liabilities
Securitized debt, at fair value (1) $ 5,937,637 $ 5,491,967
Financing arrangements 843,537 742,108
Senior unsecured notes 96,080 95,721
Dividend payable 6,235 5,632
Other liabilities (2) 42,529 34,758
Total Liabilities 6,926,018 6,370,186
Commitments and Contingencies (Note 12)
Stockholders’ Equity
Preferred stock - $ 227,991 aggregate liquidation preference
220,472 220,472
Common stock, par value $ 0.01 per share; 450,000 shares of common stock authorized and 29,691 and 29,640 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
297 296
Additional paid-in capital 824,763 824,380
Retained earnings/(deficit) ( 509,125 ) ( 501,725 )
Total Stockholders’ Equity 536,407 543,423
Total Liabilities and Stockholders’ Equity $ 7,462,425 $ 6,913,609
(1) These balances relate to certain residential mortgage loans which were securitized resulting in the Company consolidating the variable interest entities that were created to facilitate these securitizations as the Company was determined to be the primary beneficiary. The "Securitized debt, at fair value" is collateralized by the "Securitized residential mortgage loans, at fair value" held within the securitization trusts. See Note 3 and Note 6 for additional details.
(2) Refer to Note 7 and Note 10 for additional details on amounts payable to affiliates.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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AG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Net Interest Income
Interest income $ 110,865 $ 99,815 $ 219,995 $ 195,387
Interest expense 93,113 83,434 183,394 161,827
Total Net Interest Income 17,752 16,381 36,601 33,560
Other Income/(Loss)
Net interest component of interest rate swaps 821 2,367 1,558 4,267
Net realized gain/(loss) ( 3,494 ) 1,963 ( 3,484 ) 860
Net unrealized gain/(loss) ( 40 ) ( 9,226 ) 762 788
Total Other Income/(Loss) ( 2,713 ) ( 4,896 ) ( 1,164 ) 5,915
Expenses
Management fee to affiliate (1) 2,301 1,753 4,628 3,494
Non-investment related expenses (1) 2,533 2,746 5,841 5,860
Investment related expenses (1) 3,473 3,491 6,883 6,774
Transaction related expenses (1) 3,018 481 4,079 1,480
Total Expenses 11,325 8,471 21,431 17,608
Income/(loss) before equity in earnings/(loss) from affiliates 3,714 3,014 14,006 21,867
Equity in earnings/(loss) from affiliates 231 911 1,416 2,948
Net Income/(Loss) 3,945 3,925 15,422 24,815
Dividends on preferred stock ( 5,321 ) ( 4,586 ) ( 10,625 ) ( 9,172 )
Net Income/(Loss) Available to Common Stockholders $ ( 1,376 ) $ ( 661 ) $ 4,797 $ 15,643
Earnings/(Loss) Per Share of Common Stock
Basic $ ( 0.05 ) $ ( 0.02 ) $ 0.16 $ 0.53
Diluted $ ( 0.05 ) $ ( 0.02 ) $ 0.16 $ 0.53
Weighted Average Number of Shares of Common Stock Outstanding
Basic 29,686 29,474 29,672 29,463
Diluted 29,686 29,474 29,697 29,490
(1) Refer to Note 10 for additional details on related party transactions.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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AG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands, except per share data)
For the Three Months Ended June 30, 2025 and June 30, 2024
Common Stock Preferred
Stock Additional
Paid-in Capital Retained
Earnings/(Deficit)
Shares Amount Total
Balance at April 1, 2025 29,659 $ 297 $ 220,472 $ 824,587 $ ( 501,486 ) $ 543,870
Grant of restricted stock and amortization of equity based compensation 32 — — 176 — 176
Common dividends declared ($ 0.21 per share)
— — — — ( 6,235 ) ( 6,235 )
Preferred dividends declared (1) — — — — ( 5,349 ) ( 5,349 )
Net Income/(Loss) — — — — 3,945 3,945
Balance at June 30, 2025 29,691 $ 297 $ 220,472 $ 824,763 $ ( 509,125 ) $ 536,407
Common Stock Preferred
Stock Additional
Paid-in Capital Retained
Earnings/(Deficit)
Shares Amount Total
Balance at April 1, 2024 29,453 $ 295 $ 220,472 $ 823,908 $ ( 505,110 ) $ 539,565
Grant of restricted stock and amortization of equity based compensation 21 — — 198 — 198
Common dividends declared ($ 0.19 per share)
— — — — ( 5,600 ) ( 5,600 )
Preferred dividends declared (1) — — — — ( 4,586 ) ( 4,586 )
Net Income/(Loss) — — — — 3,925 3,925
Balance at June 30, 2024 29,474 $ 295 $ 220,472 $ 824,106 $ ( 511,371 ) $ 533,502
For the Six Months Ended June 30, 2025 and June 30, 2024
Common Stock Preferred
Stock Additional
Paid-in Capital Retained
Earnings/(Deficit)
Shares Amount Total
Balance at January 1, 2025 29,640 $ 296 $ 220,472 $ 824,380 $ ( 501,725 ) $ 543,423
Grant of restricted stock and amortization of equity based compensation 51 1 — 383 — 384
Common dividends declared ($ 0.41 per share)
— — — — ( 12,167 ) ( 12,167 )
Preferred dividends declared (2) — — — — ( 10,655 ) ( 10,655 )
Net Income/(Loss) — — — — 15,422 15,422
Balance at June 30, 2025 29,691 $ 297 $ 220,472 $ 824,763 $ ( 509,125 ) $ 536,407
Common Stock Preferred
Stock Additional
Paid-in Capital Retained
Earnings/(Deficit)
Shares Amount Total
Balance at January 1, 2024 29,437 $ 294 $ 220,472 $ 823,715 $ ( 516,113 ) $ 528,368
Grant of restricted stock and amortization of equity based compensation 37 1 — 391 — 392
Common dividends declared ($ 0.37 per share)
— — — — ( 10,901 ) ( 10,901 )
Preferred dividends declared (2) — — — — ( 9,172 ) ( 9,172 )
Net Income/(Loss) — — — — 24,815 24,815
Balance at June 30, 2024 29,474 $ 295 $ 220,472 $ 824,106 $ ( 511,371 ) $ 533,502
(1) For the three months ended June 30, 2025 and 2024, dividends totaling $ 0.51563 and $ 0.51563 per share of Series A Preferred Stock, $ 0.50 and $ 0.50 per share of Series B Preferred Stock, and $ 0.704864 and $ 0.50 per share of Series C Preferred Stock outstanding were declared, respectively.
(2) For the six months ended June 30, 2025 and 2024, dividends totaling $ 1.03126 and $ 1.03126 per share of Series A Preferred Stock, $ 1.00 and $ 1.00 per share of Series B Preferred Stock, and $ 1.397926 and $ 1.00 per share of Series C Preferred Stock outstanding were declared, respectively.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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AG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Six Months Ended
June 30, 2025 June 30, 2024
Cash Flows from Operating Activities
Net income/(loss) $ 15,422 $ 24,815
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
Net amortization of premium/(discount) 7,259 4,684
Net realized (gain)/loss 3,484 ( 860 )
Net unrealized (gain)/loss ( 762 ) ( 788 )
Grant of restricted stock and amortization of equity based compensation 384 392
Equity in (earnings)/loss from affiliates ( 1,416 ) ( 2,948 )
Distributions of income from investments in debt and equity of affiliates — 1,098
Change in operating assets/liabilities:
Other assets 1,174 1,901
Other liabilities ( 2,030 ) ( 2,590 )
Net cash provided by (used in) operating activities 23,515 25,704
Cash Flows from Investing Activities
Purchases of residential mortgage loans ( 943,871 ) ( 713,897 )
Purchases of real estate securities ( 26,064 ) ( 576,266 )
Proceeds from sales of residential mortgage loans 57,761 —
Proceeds from sales of real estate securities 5,189 39,176
Principal repayments on residential mortgage loans 422,774 312,147
Principal repayments on real estate securities 6,443 8,018
Principal funding on residential mortgage loans ( 6,953 ) —
Distributions received in excess of income from investments in debt and equity of affiliates 2,802 3,207
Net settlement of interest rate swaps and other instruments ( 6,262 ) 4,374
Net settlement of TBAs 662 24
Cash flows provided by other investing activities 2,270 1,701
Net cash provided by (used in) investing activities ( 485,249 ) ( 921,516 )
Cash Flows from Financing Activities
Net borrowings under (repayments of) financing arrangements 108,106 474,626
Principal repayments on fixed-rate long-term financing arrangements ( 5,973 ) ( 5,596 )
Proceeds from issuance of senior unsecured notes — 95,217
Repurchases of convertible senior unsecured notes — ( 7,059 )
Deferred financing costs paid ( 34 ) ( 142 )
Proceeds from issuance of securitized debt 727,642 662,024
Principal repayments on securitized debt ( 384,187 ) ( 284,452 )
Dividends paid on common stock ( 11,564 ) ( 6,773 )
Dividends paid on preferred stock ( 10,655 ) ( 9,172 )
Net cash provided by (used in) financing activities 423,335 918,673
Net change in cash and cash equivalents and restricted cash ( 38,399 ) 22,861
Cash and cash equivalents and restricted cash, Beginning of Period 138,568 125,573
Cash and cash equivalents and restricted cash, End of Period $ 100,169 $ 148,434
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Six Months Ended
June 30, 2025 June 30, 2024
Supplemental disclosure of cash flow information:
Cash paid for interest $ 170,612 $ 144,252
Cash paid for taxes $ 202 $ 141
Supplemental disclosure of non-cash financing and investing activities:
Transfer from residential mortgage loans to securitized residential mortgage loans $ 770,795 $ 702,560
Common stock dividends declared but not paid $ 6,235 $ 5,600
Transfer from residential mortgage loans to other assets $ 7,081 $ 3,313
Purchase of investments in debt and equity of affiliates $ 114 $ —
Purchase price payable on securitized residential mortgage loans $ 1,447 $ —
Payable on unsettled derivatives $ 3,844 $ —
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
June 30, 2025 June 30, 2024
Cash and cash equivalents $ 88,746 $ 120,912
Restricted cash 11,423 27,522
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 100,169 $ 148,434
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
1. Organization
AG Mortgage Investment Trust, Inc. (the "Company" or "MITT") is a residential mortgage REIT with a focus on investing in a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S. mortgage market. The Company’s investment activities primarily include acquiring and securitizing newly-originated residential mortgage loans within the non-agency segment of the housing market. The Company obtains its residential mortgage loans through Arc Home, LLC ("Arc Home"), a residential mortgage loan originator in which the Company owned an approximate 44.6 % interest as of June 30, 2025, and through other third-party origination partners.
On December 6, 2023, the Company acquired Western Asset Mortgage Capital Corporation ("WMC"), an externally managed mortgage REIT that focused on investing in, financing and managing a portfolio of residential mortgage loans, real estate related securities, and commercial real estate loans.
The Company’s assets, excluding its ownership in Arc Home, include Residential Investments, Agency RMBS and Legacy WMC Commercial Investments. Currently, its Residential Investments primarily consist of newly originated Non-Agency Loans, Agency-Eligible Loans, and Home Equity Loans. The Company may invest in other types of residential mortgage loans and other mortgage related assets. The Company also invests in Residential Investments through its unconsolidated ownership interests in affiliates which are included in the "Investments in debt and equity of affiliates" line item on its consolidated balance sheets.
The Company's asset classes are primarily comprised of the following:
Asset Class Description
Residential Investments
Non-Agency Loans (1)
• Non-Agency Loans are loans that do not conform to the underwriting guidelines of a government-sponsored enterprise ("GSE"). Non-Agency Loans consist of Qualified mortgage loans ("QM Loans") and Non-Qualified mortgage loans ("Non-QM Loans"). QM Loans are residential mortgage loans that comply with the Ability-To-Repay rules and related guidelines of the Consumer Financial Protection Bureau.
Agency-Eligible Loans (1)
• Agency-Eligible Loans are loans that are underwritten in accordance with GSE guidelines and are primarily secured by investment properties, but are not guaranteed by a GSE. Although these loans are underwritten in accordance with GSE guidelines and can be delivered to Fannie Mae and Freddie Mac, the Company includes these loans within its Non-Agency securitizations.
Home Equity Loans (1)
• Home Equity Loans are revolving lines of credit or closed-end loans secured primarily by a second lien on a residential mortgaged property which provide borrowers access to the equity in their home without the need to pay off their existing mortgage. Home Equity Loans that are structured as revolving lines of credit generally have an initial draw period of 3 to 5 years, and after the initial draw period ends, the loans generally convert to 15- or 25-year amortizing loans.
Re- and Non-Performing Loans (1)
• Performing, re-performing, and non-performing loans are residential mortgage loans collateralized by a first lien mortgaged property.
Non-Agency RMBS (2)
• Non-Agency Residential Mortgage-Backed Securities ("RMBS") represent fixed- and floating-rate RMBS issued by entities other than U.S. GSEs or agencies of the U.S. government. Non-Agency RMBS are primarily secured by Non-QM, Agency-Eligible, Home Equity, and Prime Jumbo Loans.
Agency RMBS (2)
• Agency RMBS represent interests in pools of residential mortgage loans guaranteed by a GSE such as Fannie Mae or Freddie Mac, or an agency of the U.S. Government such as Ginnie Mae.
Legacy WMC Commercial Investments (3)
Commercial Loans • Commercial loans represent first lien commercial mortgage loan participations.
CMBS (2)
• Commercial Mortgage-Backed Securities ("CMBS") represent fixed-rate and floating-rate CMBS, secured by, or evidencing an ownership interest in, a single commercial mortgage loan or a pool of commercial mortgage loans.
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AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
(1) These investments are included in the "Securitized residential mortgage loans, at fair value" or "Residential mortgage loans, at fair value" line items on the consolidated balance sheets.
(2) These investments are included in the "Real estate securities, at fair value" line item on the consolidated balance sheets.
(3) These investments include commercial loans and CMBS (collectively, the "Legacy WMC Commercial Investments") that were acquired in the WMC acquisition. The Company expects to either hold the Legacy WMC Commercial Investments until maturity or opportunistically exit these investments.
The Company conducts its business through one operating and reportable segment, Loans and Securities, which reflects how the Company manages its business and analyzes and reports its results of operations. Refer to Note 13 for additional details on segment reporting.
The Company was incorporated in the state of Maryland on March 1, 2011 and commenced operations in July 2011. The Company conducts its operations to qualify and be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). The Company is externally managed by AG REIT Management, LLC, a Delaware limited liability company (the "Manager"), a wholly-owned subsidiary of Angelo, Gordon & Co., L.P. ("TPG Angelo Gordon"), a diversified credit and real estate investing platform within TPG Inc. ("TPG"). The Manager has delegated to TPG Angelo Gordon the overall responsibility of its day-to-day duties and obligations arising under the management agreement.
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and certain variable interest entities. All intercompany balances and transactions have been eliminated in consolidation.
2. Summary of significant accounting policies
Consolidation and basis of presentation
The accompanying unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments considered necessary for a fair statement of the Company’s financial position, results of operations, and cash flows have been included for the interim period and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year.
Significant accounting policies
There have been no significant changes to the Company's accounting policies included in Note 2 to the consolidated financial statements of the Company’s Form 10-K for the year ended December 31, 2024 . These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2024 included in the Company’s Form 10-K.
Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates.
Investment consolidation
An entity is a variable interest entity ("VIE") if the equity investors (i) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support, (ii) are unable to direct the entity’s activities or (iii) are not exposed to the entity’s losses or entitled to its residual returns. VIEs within the scope of Accounting Standards Codification ("ASC") 810-10, "Consolidation" are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE is determined to be the party that has both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. This determination can sometimes involve complex and subjective analyses. Further, ASC 810-10 also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE. In accordance with ASC 810-10, all transferees, including variable interest entities, must be evaluated for consolidation. If the Company determines that
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AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
consolidation is not required, it will then assess whether the transfer of the underlying assets would qualify as a sale, should be accounted for as secured financings under GAAP, or should be accounted for as an equity method investment, depending on the circumstances.
A Special Purpose Entity ("SPE") is an entity designed to fulfill a specific limited need of the company that organized it. SPEs are often used to facilitate transactions that involve securitizing financial assets or resecuritizing previously securitized financial assets. The objective of such transactions may include obtaining non-recourse financing, obtaining liquidity or refinancing the underlying securitized financial assets on improved terms. Securitization involves transferring assets to an SPE to convert all or a portion of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt or equity instruments. Investors in an SPE usually have recourse only to the assets in the SPE and depending on the overall structure of the transaction, may benefit from various forms of credit enhancement, such as over-collateralization in the form of excess assets in the SPE, priority with respect to receipt of cash flows relative to holders of other debt or equity instruments issued by the SPE, or a line of credit or other form of liquidity agreement that is designed with the objective of ensuring that investors receive principal and/or interest cash flow on the investment in accordance with the terms of their investment agreement.
The Company enters into securitization transactions collateralized by its Non-Agency Loans/Agency-Eligible Loans and re- and non-performing loans (the trusts in which these loans are deposited are referred to as "Non-Agency VIEs" and "RPL/NPL VIEs", respectively), which may result in the Company consolidating the respective VIEs that are created to facilitate these securitizations. Based on the evaluations of each VIE, the Company may conclude that the VIEs should be consolidated and, as a result, transferred assets of these VIEs would be determined to be secured borrowings. Upon consolidation, the Company elected the fair value option pursuant to ASC 825 for the assets and liabilities of the Non-Agency VIEs and RPL/NPL VIEs. Electing the fair value option allows the Company to record changes in fair value in the consolidated statement of operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all activities will be recorded in a similar manner. The Company applied the guidance under ASC 810-10 (Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity) whereby the Company determines whether the fair value of the assets or liabilities of the Non-Agency VIEs and RPL/NPL VIEs are more observable as a basis for measuring the less observable financial instruments. The Company has determined that the fair value of the liabilities of the Non-Agency VIEs and RPL/NPL VIEs are more observable since the prices for these liabilities are more easily determined as similar instruments trade more frequently on a relative basis than the individual assets of the VIEs. See Note 3 for more detail regarding the Non-Agency VIEs and RPL/NPL VIEs and Note 5 for more detail related to the Company's determination of fair value for the assets and liabilities included within these VIEs.
Transfers of financial assets
The Company may periodically enter into transactions in which it transfers assets to a third-party. Upon a transfer of financial assets, the Company will sometimes retain or acquire senior or subordinated interests in the related assets. Pursuant to ASC 860-10, "Transfers and Servicing", a determination must be made as to whether a transferor has surrendered control over transferred financial assets. That determination must consider the transferor’s continuing involvement in the transferred financial asset, including all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of the transfer. The financial components approach under ASC 860-10 limits the circumstances in which a financial asset, or portion of a financial asset, should be derecognized when the transferor has not transferred the entire original financial asset to an entity that is not consolidated with the transferor in the financial statements being presented and/or when the transferor has continuing involvement with the transferred financial asset. It defines the term "participating interest" to establish specific conditions for reporting a transfer of a portion of a financial asset as a sale.
Under ASC 860-10, after a transfer of financial assets that meets the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint and transferred control—an entity recognizes the financial and servicing assets it acquired or retained and the liabilities it has incurred, derecognizes financial assets it has sold and derecognizes liabilities when extinguished. The transferor would then determine the gain or loss on sale of financial assets by allocating the carrying value of the underlying mortgage between securities or loans sold and the interests retained based on their fair value. The gain or loss on sale is the difference between the cash proceeds from the sale and the amount allocated to the securities or loans sold. When a transfer of financial assets does not qualify for sale accounting, ASC 860-10 requires the transfer to be accounted for as a secured borrowing with a pledge of collateral.
From time to time, the Company may securitize mortgage loans it holds if such financing is available. These transactions will be recorded in accordance with ASC 860-10 and will be accounted for as either a "sale" and the loans will be removed from the
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AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
consolidated balance sheets or as a "financing" and will be classified as "Securitized residential mortgage loans, at fair value" on the consolidated balance sheets, depending upon the structure of the securitization transaction. ASC 860-10 is a standard that may require the Company to exercise significant judgment in determining whether a transaction should be recorded as a "sale" or a "financing."
Recent accounting pronouncements
Income taxes
In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures (Topic 740)", which focuses on income tax disclosures around effective tax rates and cash income taxes paid. This standard requires entities to provide additional information about federal, state and foreign income taxes and reconciling items in the rate reconciliation table, and to disclose further disaggregation of income taxes paid (net of refunds received) by federal (national), state and foreign taxes by jurisdiction. For public business entities, the ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented. The Company is currently evaluating the potential impact upon adoption, but does not expect the adoption of the new standard to have a material effect on its consolidated financial statements.
Expense disaggregation
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220- 40)", and in January 2025, the FASB issued ASU 2025-01, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date". This standard requires public companies to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact upon adoption, but does not expect the adoption of the new standard to have a material effect on its consolidated financial statements.
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AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
3. Loans
Residential mortgage loans
The tables below detail information regarding the Company’s residential mortgage loan portfolio as of June 30, 2025 and December 31, 2024 ($ in thousands). The gross unrealized gains/(losses) in the table below represent inception to date gains/(losses) since acquisition.
Unpaid Principal Balance Gross Unrealized Weighted Average
June 30, 2025
Premium
(Discount) Amortized Cost Gains Losses Fair Value Coupon Yield (1) Life
(Years) (2)
Securitized residential mortgage loans, at fair value (3)
Non-Agency Loans (4) $ 6,745,966 $ 23,870 $ 6,769,836 $ 57,117 $ ( 316,271 ) $ 6,510,682 5.72 % 5.70 % 7.86
Re- and Non-Performing Loans 164,506 ( 10,041 ) 154,465 — ( 16,159 ) 138,306 4.10 % 6.01 % 5.54
Total Securitized residential mortgage loans, at fair value $ 6,910,472 $ 13,829 $ 6,924,301 $ 57,117 $ ( 332,430 ) $ 6,648,988 5.68 % 5.71 % 7.81
Residential mortgage loans, at fair value
Agency-Eligible Loans $ 1,552 $ ( 40 ) $ 1,512 $ — $ ( 3 ) $ 1,509 6.17 % 6.51 % 7.08
Home Equity Loans 301,680 10,883 312,563 11,367 — 323,930 10.06 % 8.84 % 4.03
Non-Agency Loans 556 17 573 7 ( 8 ) 572 6.77 % 3.57 % 3.15
Re- and Non-Performing Loans 1,502 ( 914 ) 588 855 — 1,443 N/A 120.02 % 1.30
Total Residential mortgage loans, at fair value $ 305,290 $ 9,946 $ 315,236 $ 12,229 $ ( 11 ) $ 327,454 10.03 % 9.03 % 4.03
Total as of June 30, 2025
$ 7,215,762 $ 23,775 $ 7,239,537 $ 69,346 $ ( 332,441 ) $ 6,976,442 5.87 % 5.86 % 7.65
Unpaid Principal Balance Gross Unrealized Weighted Average
December 31, 2024
Premium
(Discount) Amortized Cost Gains Losses Fair Value Coupon Yield (1) Life
(Years) (2)
Securitized residential mortgage loans, at fair value (3)
Non-Agency Loans (4) $ 6,382,814 $ 5,817 $ 6,388,631 $ 28,767 $ ( 372,801 ) $ 6,044,597 5.59 % 5.68 % 8.12
Re- and Non-Performing Loans 182,501 ( 11,515 ) 170,986 — ( 17,905 ) 153,081 3.43 % 6.55 % 5.53
Total Securitized residential mortgage loans, at fair value $ 6,565,315 $ ( 5,698 ) $ 6,559,617 $ 28,767 $ ( 390,706 ) $ 6,197,678 5.53 % 5.70 % 8.05
Residential mortgage loans, at fair value
Agency-Eligible Loans $ 101,570 $ 908 $ 102,478 $ 31 $ ( 364 ) $ 102,145 6.89 % 6.58 % 4.95
Home Equity Loans 99,863 1,625 101,488 2,509 ( 33 ) 103,964 10.35 % 9.89 % 4.30
Non-Agency Loans 13,098 ( 273 ) 12,825 101 ( 647 ) 12,279 7.54 % 4.72 % 3.76
Re- and Non-Performing Loans 2,016 ( 1,168 ) 848 981 — 1,829 N/A 103.24 % 1.37
Total Residential mortgage loans, at fair value $ 216,547 $ 1,092 $ 217,639 $ 3,622 $ ( 1,044 ) $ 220,217 8.54 % 8.39 % 4.54
Total as of December 31, 2024
$ 6,781,862 $ ( 4,606 ) $ 6,777,256 $ 32,389 $ ( 391,750 ) $ 6,417,895 5.62 % 5.79 % 7.93
(1) The weighted average yields are calculated based on the amortized cost of the underlying loans.
(2) This is based on projected life. Typically, actual maturities are shorter than stated contractual maturities. Maturities are affected by the lives of the underlying mortgage loans, periodic payments of principal, and prepayments of principal.
(3) Refer to the "Variable interest entities" section below for additional details related to the assets and liabilities of VIEs consolidated on the Company's consolidated balance sheets.
(4) Securitized Non-Agency Loans include loans that were considered to be Agency-Eligible prior to the Company's securitization.
12
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
The following tables present information regarding the delinquency status of the Company's residential mortgage loans ($ in thousands).
Unpaid Principal Balance Loan Count (1) Aging by Unpaid Principal Balance (1)
June 30, 2025
Current 30-59 Days 60-89 Days 90+ Days (2)
Securitized residential mortgage loans
Non-Agency Loans $ 6,745,966 17,177 $ 6,541,749 $ 83,331 $ 28,812 $ 92,074
Re- and Non-Performing Loans 164,506 1,114 129,226 13,924 3,845 17,511
Total Securitized residential mortgage loans $ 6,910,472 18,291 $ 6,670,975 $ 97,255 $ 32,657 $ 109,585
Residential mortgage loans
Agency-Eligible Loans $ 1,552 5 $ 1,552 $ — $ — $ —
Home Equity Loans 301,680 3,881 301,649 31 — —
Non-Agency Loans 556 2 363 — — 193
Re- and Non-Performing Loans (1) 1,502 N/A N/A N/A N/A N/A
Total Residential mortgage loans $ 305,290 3,888 $ 303,564 $ 31 $ — $ 193
Total as of June 30, 2025
$ 7,215,762 22,179 $ 6,974,539 $ 97,286 $ 32,657 $ 109,778
Unpaid Principal Balance Loan Count (1) Aging by Unpaid Principal Balance (1)
December 31, 2024
Current 30-59 Days 60-89 Days 90+ Days (2)
Securitized residential mortgage loans
Non-Agency Loans $ 6,382,814 16,087 $ 6,183,680 $ 86,606 $ 33,793 $ 78,735
Re- and Non-Performing Loans 182,501 1,259 132,477 14,114 3,702 32,208
Total Securitized residential mortgage loans $ 6,565,315 17,346 $ 6,316,157 $ 100,720 $ 37,495 $ 110,943
Residential mortgage loans
Agency-Eligible Loans $ 101,570 214 $ 101,062 $ 508 $ — $ —
Home Equity Loans 99,863 1,292 99,838 25 — —
Non-Agency Loans 13,098 24 4,967 1,275 1,162 5,694
Re- and Non-Performing Loans (1) 2,016 N/A N/A N/A N/A N/A
Total Residential mortgage loans $ 216,547 1,530 $ 205,867 $ 1,808 $ 1,162 $ 5,694
Total as of December 31, 2024
$ 6,781,862 18,876 $ 6,522,024 $ 102,528 $ 38,657 $ 116,637
(1) Loan count and aging data exclude the Re- and Non-Performing Loans subcategory of Residential mortgage loans above as there may be limited data available regarding the underlying collateral of these residual positions.
(2) Represents loans that either have a delinquency status greater than 90 days or are in the process of foreclosure. As of June 30, 2025, the $ 109.8 million of unpaid principal balance included securitized residential mortgage loans and residential mortgage loans that were 90+ days delinquent with a fair value of $ 55.9 million and loans in the process of foreclosure with a fair value of $ 48.4 million. As of December 31, 2024, the $ 116.6 million of unpaid principal balance included securitized residential mortgage loans and residential mortgage loans that were 90+ days delinquent with a fair value of $ 51.9 million and loans in the process of foreclosure with a fair value of $ 57.9 million.
As of June 30, 2025 and December 31, 2024, 8.2 % and 9.6 %, respectively, of the unpaid principal balance of the Company's securitized residential mortgage loans and residential mortgage loans were adjustable rate mortgages.
During the three and six months ended June 30, 2025 and 2024, the Company purchased residential mortgage loans, as detailed below (in thousands).
Three Months Ended Six Months Ended
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
Unpaid Principal Balance Fair Value (1) Unpaid Principal Balance Fair Value (1) Unpaid Principal Balance Fair Value (1) Unpaid Principal Balance Fair Value (1)
Agency-Eligible Loans $ 331,375 $ 340,587 $ 406,121 $ 413,619 $ 692,913 $ 707,355 $ 674,207 $ 684,703
Home Equity Loans 99,519 104,349 — — 222,795 232,589 — —
Non-Agency Loans — — 9,460 9,582 — — 23,506 23,796
Total $ 430,894 $ 444,936 $ 415,581 $ 423,201 $ 915,708 $ 939,944 $ 697,713 $ 708,499
(1) Fair value represents purchase price at acquisition.
13
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
During the three and six months ended June 30, 2025, the Company sold residential mortgage loans as detailed below ($ in thousands). The Company did not sell any residential mortgage loans during the three and six months ended June 30, 2024.
Three Months Ended Six Months Ended
Number of Loans Proceeds Realized Gains Realized Losses Number of Loans Proceeds Realized Gains Realized Losses
June 30, 2025
Agency-Eligible Loans 88 $ 37,333 $ 238 $ ( 219 ) 88 $ 37,333 $ 238 $ ( 219 )
Non-Agency Loans — — — — 21 11,336 341 ( 1,152 )
Re- and Non-Performing Loans — — — — 88 9,092 832 ( 1,149 )
Total 88 $ 37,333 $ 238 $ ( 219 ) 197 $ 57,761 $ 1,411 $ ( 2,520 )
The Company’s residential mortgage loan portfolio consists of mortgage loans on residential real estate located throughout the United States. The following is a summary of the geographic concentration of credit risk as of June 30, 2025 and December 31, 2024 and includes states where the exposure is greater than 5% of the fair value of the Company's residential mortgage loan portfolio.
Geographic Concentration of Credit Risk (1) June 30, 2025 December 31, 2024
California 33 % 35 %
Florida 10 % 11 %
New York 10 % 11 %
Texas 6 % 6 %
New Jersey 5 % 5 %
Other 36 % 32 %
(1) Excludes the Re- and Non-Performing Loans subcategory of Residential mortgage loans above as there may be limited data available regarding the underlying collateral of these residual positions.
Variable interest entities
The Company entered into securitization transactions collateralized by its Non-Agency Loans/Agency-Eligible Loans and re- and non-performing loans, of which the securitization trusts are considered VIEs. The Company was determined to be the primary beneficiary of the VIEs and, as a result, consolidated the assets and liabilities of the VIEs on its consolidated balance sheets. In a securitization transaction, a pool of loans is transferred to a wholly-owned subsidiary of the Company and the loans are deposited into a newly created securitization trust. The securitization trust issues various classes of mortgage pass-through certificates backed by the cash flows from the underlying residential mortgage loans (the "Certificates"). As the sponsor of the securitization, the Company retains certain Certificates issued by the securitization trusts in order to satisfy risk retention rules, which generally require the sponsor to retain at least 5% of the fair value of the Certificates issued in the securitization . The Company's continuing involvement in these securitization trusts represents its retained Certificates and the ability to purchase all of the outstanding Certificates upon the occurrence of certain events through an optional redemption right held by the Company. The Company has also engaged a related party of the Manager and direct subsidiary of TPG Angelo Gordon to act as the servicing administrator of certain securitization trusts.
14
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
The following table details certain information related to the assets and liabilities of the Non-Agency VIEs as of June 30, 2025 and December 31, 2024 ($ in thousands).
June 30, 2025 December 31, 2024
Carrying Value Weighted Average Carrying Value Weighted Average
Yield (1) Life (Years) (2) Yield (1) Life (Years) (2)
Assets
Securitized residential mortgage loans, at fair value (3) $ 6,510,682 5.70 % 7.86 $ 6,044,597 5.68 % 8.12
Other assets 36,655 30,922
Total Assets $ 6,547,337 $ 6,075,519
Liabilities
Securitized debt, at fair value (3) (4) $ 5,839,789 5.26 % 6.01 $ 5,391,413 5.17 % 6.05
Other liabilities 24,492 22,185
Total Liabilities $ 5,864,281 $ 5,413,598
Total Equity (5) $ 683,056 $ 661,921
(1) The weighted average yields are calculated based on the amortized cost of the underlying loans or securities.
(2) This is based on projected life. Typically, actual maturities are shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal, and prepayments of principal.
(3) Securitized residential mortgage loans in Non-Agency VIEs include loans that were considered to be Agency-Eligible prior to the Company's securitization.
(4) The holders of the securitized debt have no recourse to the general credit of the Company. The Company has no obligation to provide any other explicit or implicit support to the Non-Agency VIEs.
(5) As of June 30, 2025 and December 31, 2024, the Company had outstanding financing arrangements of $ 395.7 million and $ 370.9 million, respectively, collateralized by $ 675.6 million and $ 654.3 million of the Company's retained interests in the Non-Agency VIEs, respectively. See Note 6 for more detail regarding the Company's financing arrangements.
The following table details certain information related to the assets and liabilities of the RPL/NPL VIEs as of June 30, 2025 and December 31, 2024 ($ in thousands).
June 30, 2025 December 31, 2024
Carrying Value Weighted Average Carrying Value Weighted Average
Yield (1) Life (Years) (2) Yield (1) Life (Years) (2)
Assets
Securitized residential mortgage loans, at fair value $ 138,306 6.01 % 5.54 $ 153,081 6.55 % 5.53
Restricted cash 10 10
Other assets 3,629 2,064
Total Assets $ 141,945 $ 155,155
Liabilities
Securitized debt, at fair value (3) $ 97,848 3.39 % 3.37 $ 100,554 3.34 % 3.59
Other liabilities 287 298
Total Liabilities $ 98,135 $ 100,852
Total Equity (4) $ 43,810 $ 54,303
(1) The weighted average yields are calculated based on the amortized cost of the underlying loans or securities.
(2) This is based on projected life. Typically, actual maturities are shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal, and prepayments of principal.
(3) The holders of the securitized debt have no recourse to the general credit of the Company. The Company has no obligation to provide any other explicit or implicit support to the RPL/NPL VIEs.
(4) As of June 30, 2025 and December 31, 2024, the Company had outstanding financing arrangements of $ 27.1 million and $ 31.8 million, respectively, collateralized by $ 41.0 million and $ 51.0 million of the Company's retained interests in the RPL/NPL VIEs, respectively. See Note 6 for more detail regarding the Company's financing arrangements.
15
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
Legacy WMC Commercial loans
The tables below detail information regarding the Company's Legacy WMC Commercial loan portfolio as of June 30, 2025 and December 31, 2024 ($ in thousands). The gross unrealized gains/(losses) in the table below represent inception to date gains/(losses) since acquisition.
June 30, 2025 Premium /
(Discount)
Amortized Cost Gross Unrealized Fair Value Weighted Average Maturity Date LTV (5) Location
Loan (1)(2) Unpaid Principal Balance Gains Losses Coupon Yield (3) Life (Years) (4)
Loan A (6) $ 7,259 $ ( 29 ) $ 7,230 $ — $ ( 334 ) $ 6,896 8.51 % — % 0.19 9/6/2025 61.63 % IL, FL
Loan B (6) 13,206 ( 52 ) 13,154 — ( 607 ) 12,547 8.51 % — % 0.19 9/6/2025 75.33 % CA
Loan C (6) 24,535 ( 99 ) 24,436 — ( 1,127 ) 23,309 8.51 % — % 0.19 9/6/2025 77.22 % NY
Loan D (7) 22,204 ( 49 ) 22,155 — ( 24 ) 22,131 7.69 % 9.03 % 0.10 8/6/2025 42.50 % CT
Total $ 67,204 $ ( 229 ) $ 66,975 $ — $ ( 2,092 ) $ 64,883 8.24 % 2.99 % 0.16 63.35 %
December 31, 2024 Premium /
(Discount)
Amortized Cost Gross Unrealized Fair Value Weighted Average Maturity Date LTV (5) Location
Loan (1)(2) Unpaid Principal Balance Gains Losses Coupon Yield (3) Life (Years) (4)
Loan A (6) $ 7,259 $ ( 64 ) $ 7,195 $ 41 $ — $ 7,236 8.71 % 10.69 % 0.42 5/6/2025 61.63 % IL, FL
Loan B (6) 13,206 ( 116 ) 13,090 74 — 13,164 8.71 % 10.69 % 0.42 5/6/2025 75.33 % CA
Loan C (6) 24,535 ( 215 ) 24,320 137 — 24,457 8.71 % 10.69 % 0.42 5/6/2025 77.22 % NY
Loan D (7) 22,204 ( 168 ) 22,036 112 — 22,148 7.89 % 8.73 % 0.68 8/6/2025 42.50 % CT
Total $ 67,204 $ ( 563 ) $ 66,641 $ 364 $ — $ 67,005 8.44 % 10.04 % 0.50 63.69 %
(1) The Company has the contractual right to receive a balloon payment for each loan.
(2) Each commercial loan investment is a first mortgage loan.
(3) The weighted average yields are calculated based on the amortized cost of the underlying loans.
(4) Actual maturities of commercial loans may be shorter or longer than stated contractual maturities. Maturities are affected by prepayments of principal.
(5) Represents the LTV at acquisition. The total LTV on commercial loans is presented based on fair value.
(6) Loans A, B, and C have a floating rate coupon equal to 4.20 % plus one-month SOFR and are collateralized by hotels. The borrower for Loans A, B and C is currently in default. In May 2025, the administrative agent on behalf of the lenders (including the Company) of Loans A, B and C entered into short-term forbearance agreements with the borrower, which were subsequently terminated effective July 3, 2025. For the three months ended June 30, 2025, these loans were placed on non-accrual status. The borrower for such loans is in the process of selling the hotels collateralizing the loans; however, no assurances can be made that any such sale will be completed on the terms contemplated or at all. The lender on the Company’s financing arrangements on Loans A, B and C is permitted to request a full repayment of the debt with respect to such assets. The Company does not currently expect its lender to request a full repayment of the related outstanding financing arrangements.
(7) Loan D has a floating rate coupon equal to 3.38 % plus one-month SOFR and is collateralized by a retail property. Loan D has a current payment status. The maturity date r epresents the last possible extension option.
16
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
4. Real Estate Securities
The following tables detail the Company’s real estate securities portfolio as of June 30, 2025 and December 31, 2024 ($ in thousands). The Company’s real estate securities include its interest in VIEs in which the Company has concluded that it is not the primary beneficiary and, as a result, did not consolidate the VIEs. The gross unrealized gains/(losses) in the tables below represent inception to date unrealized gains/(losses) since acquisition.
Current Face (1) Premium/
(Discount) (1)
Amortized Cost Gross Unrealized Fair
Value (2) Weighted Average
June 30, 2025 Gains Losses Coupon (3) Yield (4) Life
(Years) (5)
Non-Agency RMBS
Non-QM Loans (6) $ 48,961 $ ( 2,522 ) $ 48,522 $ 752 $ ( 3,162 ) $ 46,112 2.99 % 6.88 % 3.99
Agency-Eligible Loans (7) 48,124 ( 2,790 ) 45,980 1,701 ( 187 ) 47,494 3.49 % 7.46 % 6.91
Home Equity Loans (7) 39,194 ( 33 ) 49,573 2,132 ( 946 ) 50,759 5.91 % 11.62 % 6.08
Prime Jumbo Loans 6,437 ( 2,702 ) 3,891 870 ( 9 ) 4,752 1.01 % 9.41 % 7.81
Total Non-Agency RMBS 142,716 ( 8,047 ) 147,966 5,455 ( 4,304 ) 149,117 3.37 % 8.71 % 5.82
Legacy WMC CMBS (8) 97,963 ( 38,937 ) 59,026 5,610 ( 8,431 ) 56,205 7.24 % 16.77 % 1.61
Agency RMBS Interest Only N/A N/A 17,787 479 ( 312 ) 17,954 4.57 % 9.48 % 5.93
Total as of June 30, 2025
$ 240,679 $ ( 46,984 ) $ 224,779 $ 11,544 $ ( 13,047 ) $ 223,276 4.48 % 10.89 % 5.20
Current Face (1) Premium/
(Discount) (1)
Amortized Cost Gross Unrealized Fair
Value (2) Weighted Average
December 31, 2024 Gains Losses Coupon (3) Yield (4) Life (Years) (5)
Non-Agency RMBS
Non-QM Loans (6) $ 49,516 $ ( 2,772 ) $ 49,015 $ 1,678 $ ( 5,544 ) $ 45,149 2.83 % 7.65 % 4.62
Agency-Eligible Loans (7) 51,861 ( 3,062 ) 49,488 1,555 ( 148 ) 50,895 3.45 % 7.47 % 6.91
Home Equity Loans 15,526 640 26,076 1,445 ( 491 ) 27,030 3.40 % 16.36 % 5.26
Prime Jumbo Loans 6,415 ( 2,701 ) 3,879 632 ( 6 ) 4,505 0.97 % 9.41 % 7.95
Total Non-Agency RMBS 123,318 ( 7,895 ) 128,458 5,310 ( 6,189 ) 127,579 3.08 % 9.40 % 5.65
Legacy WMC CMBS (8) 100,896 ( 41,879 ) 59,017 2,577 ( 8,809 ) 52,785 5.13 % 16.74 % 1.77
Agency RMBS Interest Only N/A N/A 20,517 908 ( 429 ) 20,996 4.32 % 10.35 % 6.55
Total as of December 31, 2024 $ 224,214 $ ( 49,774 ) $ 207,992 $ 8,795 $ ( 15,427 ) $ 201,360 3.62 % 11.58 % 5.20
(1) Current Face and Premium/(Discount) exclude Interest Only securities, which have no principal balances and bear interest based on a notional value. The notional value is used solely to determine interest distributions on the interest only classes of securities. As of June 30, 2025, the notional balance of the Non-QM Loans, Agency-Eligible Loans, Home Equity Loans, Prime Jumbo Loans and Agency RMBS Interest Only line items were $ 73.9 million, $ 46.0 million, $ 171.9 million, $ 26.5 million and $ 90.3 million, respectively. As of December 31, 2024, the notional value of the Non-QM Loans, Agency-Eligible Loans, Home Equity Loans, Prime Jumbo Loans and Agency RMBS Interest Only line items were $ 85.6 million, $ 50.4 million, $ 163.3 million, $ 28.3 million and $ 107.2 million, respectively.
(2) The fair value of the securities held in unconsolidated VIEs represents the Company’s maximum loss exposure in unconsolidated VIEs. The Company has no obligation to provide any other explicit or implicit support to unconsolidated VIEs.
(3) Equity residual investments with a zero coupon rate are excluded from this calculation.
(4) The weighted average yields are calculated based on the amortized cost of the underlying securities.
(5) Actual maturities may be shorter or longer than stated contractual maturities. Maturities are affected by prepayments of principal.
(6) Certain Non-Agency RMBS include securities issued under Gold Creek Asset Trust ("GCAT"), which is the TPG Angelo Gordon securitization shelf under which the Company or private funds under the management of TPG Angelo Gordon securitize loans. These securities were retained from rated Non-QM Loan securitizations the Company participated in alongside private funds managed by TPG Angelo Gordon. The Company’s interest in the retained tranches represents its continuing involvement in these securitization trusts. As of June 30, 2025 and December 31, 2024, the Company’s Non-QM Loans includes $ 41.7 million and $ 40.3 million of retained securities from these transactions, respectively.
(7) For certain Non-Agency RMBS, the Company acted as a co-sponsor alongside an unrelated third party of rated securitizations. As the co-sponsor, the Company retained an "eligible vertical interest" to comply with risk retention rules which consists of at least 5% of each class of securities issued in the securitizations and represents the Company’s continuing involvement in these securitization trusts. The remaining tranches were sold to third parties and certain private funds managed by TPG Angelo Gordon or retained by the Company. As of June 30, 2025 and December 31, 2024, the Company’s Agency-Eligible Loans includes $ 45.5 million and $ 48.2 million of retained securities from these transactions, respectively. As of June 30, 2025, the Company’s Home Equity Loans includes $ 25.8 million of retained securities from these transactions.
(8) As of June 30, 2025, there are Legacy WMC CMBS with an unpaid principal balance of $ 23.5 million and a fair value of $ 7.0 million which are on non-accrual or cost recovery status. As of December 31, 2024, there are Legacy WMC CMBS with an unpaid principal balance of $ 23.5 million and a fair value of $ 6.0 million which are on non-accrual or cost recovery status.
17
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
The following tables summarize the Company's real estate securities according to their projected weighted average life classifications as of June 30, 2025 and December 31, 2024 (in thousands).
June 30, 2025 Non-Agency RMBS Legacy WMC CMBS Agency RMBS
Weighted Average Life (1)
Fair Value Amortized
Cost Fair Value Amortized Cost Fair Value Amortized
Cost
Less than or equal to one year $ 3,003 $ 2,586 $ 17,356 $ 21,066 $ — $ —
Greater than one year and less than or equal to five years 39,616 38,412 38,849 37,960 646 624
Greater than five years and less than or equal to ten years 89,217 89,667 — — 17,308 17,163
Greater than ten years 17,281 17,301 — — — —
Total as of June 30, 2025
$ 149,117 $ 147,966 $ 56,205 $ 59,026 $ 17,954 $ 17,787
December 31, 2024 Non-Agency RMBS Legacy WMC CMBS Agency RMBS
Weighted Average Life (1)
Fair Value Amortized
Cost Fair Value Amortized Cost Fair Value Amortized
Cost
Less than or equal to one year $ 2,983 $ 2,901 $ 14,731 $ 14,945 $ — $ —
Greater than one year and less than or equal to five years 16,277 13,197 38,054 44,071 676 667
Greater than five years and less than or equal to ten years 71,588 75,990 — — 20,320 19,850
Greater than ten years 36,731 36,370 — — — —
Total as of December 31, 2024 $ 127,579 $ 128,458 $ 52,785 $ 59,016 $ 20,996 $ 20,517
(1) This is based on projected life. Typically, actual maturities are shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
The Company sold real estate securities during the three and six months ended June 30, 2025 and 2024, as detailed below ($ in thousands).
Three Months Ended Six Months Ended
Number of Securities Proceeds Realized Gains Realized Losses Number of Securities Proceeds Realized Gains Realized Losses
June 30, 2025
Agency RMBS — $ — $ — $ — 1 $ 1,894 $ 241 $ —
Non-Agency RMBS 1 558 35 — 2 1,336 72 —
CMBS 1 1,959 — ( 144 ) 1 1,959 — ( 144 )
June 30, 2024
Non-Agency RMBS 6 $ 19,858 $ 2,005 $ ( 73 ) 13 $ 39,176 $ 3,165 $ ( 482 )
5. Fair value measurements
The fair value of the Company's financial instruments is determined in accordance with the provisions of ASC 820, "Fair Value Measurements and Disclosures." When possible, the Company determines fair value using third-party data sources. ASC 820 establishes a hierarchy that prioritizes the inputs to valuation techniques. Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 inputs are observable inputs other than quoted prices and may include quoted prices for similar assets and liabilities in active markets. Level 3 inputs are significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used and reflect the Company’s assumptions about the factors that market participants would use in pricing an asset or liability, and would be based on the best information available. In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.
18
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
The following tables present the Company’s financial instruments measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 (in thousands).
Fair Value at June 30, 2025
Level 1 Level 2 Level 3 Total
Assets:
Securitized residential mortgage loans $ — $ — $ 6,648,988 $ 6,648,988
Residential mortgage loans — 1,443 326,011 327,454
Legacy WMC Commercial Loans — — 64,883 64,883
Non-Agency RMBS — 11,172 137,945 149,117
Legacy WMC CMBS — 56,205 — 56,205
Agency RMBS — 17,954 — 17,954
Loan purchase commitment (1) — — 470 470
Derivative assets (2) — 5,308 41 5,349
Cash equivalents (3) 87,613 — — 87,613
AG Arc (4) — — 32,205 32,205
Total Assets Measured at Fair Value $ 87,613 $ 92,082 $ 7,210,543 $ 7,390,238
Liabilities:
Securitized debt $ — $ — $ ( 5,937,637 ) $ ( 5,937,637 )
Loan purchase commitment (1) — — ( 46 ) ( 46 )
Derivative liabilities (2) — ( 1,567 ) ( 5 ) ( 1,572 )
Total Liabilities Measured at Fair Value $ — $ ( 1,567 ) $ ( 5,937,688 ) $ ( 5,939,255 )
Fair Value at December 31, 2024
Level 1 Level 2 Level 3 Total
Assets:
Securitized residential mortgage loans $ — $ — $ 6,197,678 $ 6,197,678
Residential mortgage loans — 1,829 218,388 220,217
Legacy WMC Commercial loans — — 67,005 67,005
Non-Agency RMBS — 12,046 115,533 127,579
Legacy WMC CMBS — 52,785 — 52,785
Agency RMBS — 20,996 — 20,996
Derivative assets (2) — 11,414 204 11,618
Cash equivalents (3) 117,979 — — 117,979
AG Arc (4) — — 30,778 30,778
Total Assets Measured at Fair Value $ 117,979 $ 99,070 $ 6,629,586 $ 6,846,635
Liabilities:
Securitized debt $ — $ — $ ( 5,491,967 ) $ ( 5,491,967 )
Derivative liabilities (2) — ( 38 ) ( 336 ) ( 374 )
Total Liabilities Measured at Fair Value $ — $ ( 38 ) $ ( 5,492,303 ) $ ( 5,492,341 )
(1) The Company has chosen to make a fair value election pursuant to ASC 825 for its loan purchase commitments. Loan purchase commitment assets and liabilities are included in the "Other assets" and "Other liabilities" line items on the consolidated balance sheets, respectively.
(2) As of June 30, 2025, the Company applied a reduction in fair value of $ 5.3 million and $ 1.5 million to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash. As of December 31, 2024, the Company applied a reduction in fair value of $ 11.4 million and $ 35.0 thousand to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash, net of collateral posted by the Company's derivative counterparties. Derivative assets and liabilities are included in the "Other assets" and "Other liabilities" line items on the consolidated balance sheets, respectively. Refer to Note 7 for more information on the Company's derivatives.
(3) The Company classifies highly liquid investments with original maturities of three months or less from the date of purchase as cash equivalents. Cash equivalents may include cash invested in money market funds and are carried at cost, which approximates fair value.
(4) The table above includes the Company's investment in AG Arc, which is included in its "Investments in debt and equity of affiliates" line item on the consolidated balance sheets, as the Company has chosen to elect the fair value option with respect to its investment pursuant to ASC 825.
19
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
The valuation of certain of the Company’s assets and liabilities, including residential mortgage loans, securitized debt, commercial loans, certain securities, loan purchase commitments and forward purchase commitments, is determined by the Manager using third-party pricing services where available, valuation analyses from third-party pricing service providers, or model-based pricing. Third-party pricing service providers conduct independent valuation analyses based on a review of source documents, available market data, and comparable investments. The analyses provided by valuation service providers are reviewed and considered by the Manager. The evaluation considers the underlying characteristics of each loan, which are observable inputs, including: coupon, maturity date, loan age, reset date, collateral type, periodic and life cap, geography, and historical prepayment speeds. The Company also considers loan servicing data, as available, forward interest rates, general economic conditions, home price index forecasts, and valuations of the underlying properties. The variables considered most significant to the determination of the fair value of these assets and liabilities include market-implied discount rates, projections of default rates, delinquency rates, prepayment rates, loss severity, recovery rates, reperformance rates, timeline to liquidation, and, for forward purchase commitments, pull-through rates. The Company and third-party pricing service providers use loan level data and macro-economic inputs to generate loss adjusted cash flows and other information in determining the fair value. Because of the inherent uncertainty of such valuation, the fair value established for these assets and liabilities held by the Company may differ from the fair value that would have been established if a ready market existed for these mortgage loans.
Fair values for the Company’s securities and derivatives may be based upon prices obtained from third-party pricing services or broker quotations. The valuation methodology of the Company’s third-party pricing services incorporates commonly used market pricing methods, including a spread measurement to various indices, which are observable inputs. The evaluation also considers the underlying characteristics of each investment, which are also observable inputs, including: coupon, maturity date, loan age, reset date, collateral type, periodic and life cap, geography, and prepayment speeds. The Company collects and considers current market intelligence on all major markets, including benchmark security evaluations and bid-lists from various sources, when available. As part of the Company’s risk management process, the Company reviews and analyzes all prices obtained by comparing prices to recently completed transactions involving the same or similar investments on or near the reporting date. If, in the opinion of the Manager, one or more prices reported to the Company are not reliable or unavailable, the Manager reviews the fair value based on characteristics of the investment it receives from the issuer and available market information.
The Company's investment in Arc Home is evaluated on a periodic basis using a market approach. In applying the market approach, fair value is determined by multiplying Arc Home's book value by a relevant valuation multiple observed based on a range of comparable public entities or transactions, adjusted by management as appropriate for differences between the investment and the referenced comparables. The evaluation also considers the underlying financial performance of Arc Home, general economic conditions, and relevant trends within the mortgage banking industry.
Changes in the market environment and other events that may occur over the life of these investments may cause the gains or losses ultimately realized to be different than the valuations currently estimated. The significant unobservable inputs used in the fair value measurement of the Company’s loans and securities are yields, prepayment rates, probability of default, and loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates. The significant unobservable input used in the fair value measurement of the Company’s investment in Arc Home is the book value multiple. Significant increases (decreases) in the multiple applied would result in a significantly higher (lower) fair value measurement.
The Company did not have any transfers of assets or liabilities between Levels 1 and 2 of the fair value hierarchy during the three and six months ended June 30, 2025 and 2024.
The Company did not have any transfers of assets or liabilities between Levels 1 or 2 and Level 3 of the fair value hierarchy during the three and six months ended June 30, 2025 and 2024. Transfers into the Level 3 category of the fair value hierarchy occur due to instruments exhibiting indications of reduced levels of market transparency. Transfers out of the Level 3 category of the fair value hierarchy occur due to instruments exhibiting indications of increased levels of market transparency. Indications of increases or decreases in levels of market transparency include a change in observable transactions or executable quotes involving these instruments or similar instruments. Changes in these indications could impact price transparency, and thereby cause a change in level designations in future periods.
20
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
The following tables present additional information about the Company’s assets and liabilities which are measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value (in thousands).
Three Months Ended June 30, 2025
Residential
Mortgage
Loans (1) Legacy WMC Commercial Loans Non-Agency
RMBS Other Assets (2) AG Arc Securitized
Debt Other Liabilities (2)
Beginning balance $ 6,809,796 $ 65,504 $ 141,118 $ — $ 32,242 $ ( 5,836,691 ) $ —
Purchases 444,852 — — — — — —
Issuances of Securitized Debt — — — — — ( 314,660 ) —
Proceeds from sales or settlements ( 37,333 ) — — — — — —
Principal repayments ( 234,788 ) — ( 2,608 ) — — 212,374 —
Principal funding 4,572 — — — — — —
Included in net income:
Net premium and discount amortization (3) 2,214 63 ( 826 ) — — ( 6,650 ) —
Net realized gain/(loss) ( 655 ) — — — — — —
Net unrealized gain/(loss) ( 11,460 ) ( 684 ) 261 511 — 7,990 ( 51 )
Equity in earnings/(loss) from affiliates — — — — ( 37 ) — —
Other (4) ( 2,199 ) — — — — — —
Ending Balance $ 6,974,999 $ 64,883 $ 137,945 $ 511 $ 32,205 $ ( 5,937,637 ) $ ( 51 )
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of June 30, 2025
Net premium and discount amortization (3) $ 2,219 $ 63 $ ( 826 ) $ — $ — $ ( 6,650 ) $ —
Net unrealized gain/(loss) ( 11,437 ) ( 684 ) 261 511 — 7,990 ( 51 )
Equity in earnings/(loss) from affiliates — — — — ( 37 ) — —
Three Months Ended June 30, 2024
Residential
Mortgage
Loans (1) Legacy WMC Commercial Loans Non-Agency
RMBS Legacy WMC CMBS Legacy WMC Other Securities Other Assets (2) AG Arc Securitized
Debt Other Liabilities (2)
Beginning balance $ 5,848,560 $ 66,474 $ 39,163 $ 3,268 $ 1,220 $ 472 $ 33,190 $ ( 4,980,942 ) $ ( 159 )
Purchases 422,580 — 18,051 — — — — — —
Issuances of Securitized Debt — — — — — — — ( 294,356 ) —
Capital distributions — — — — — — ( 169 ) — —
Proceeds from sales or settlements — — — — — ( 547 ) — — 708
Principal repayments ( 171,522 ) — — — — — — 159,776 —
Included in net income:
Net premium and discount amortization (3) 4,131 140 17 — ( 43 ) — — ( 7,738 ) —
Net realized gain/(loss) 54 — — — — 547 — — ( 708 )
Net unrealized gain/(loss) ( 8,753 ) 139 161 ( 2,541 ) 31 ( 26 ) — 6,071 ( 401 )
Equity in earnings/(loss) from affiliates — — — — — — 1,933 — —
Other (4) ( 2,534 ) — — — — — — — —
Ending Balance $ 6,092,516 $ 66,753 $ 57,392 $ 727 $ 1,208 $ 446 $ 34,954 $ ( 5,117,189 ) $ ( 560 )
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of June 30, 2024
Net premium and discount amortization (3) $ 4,131 $ 140 $ 17 $ — $ ( 43 ) $ — $ — $ ( 7,738 ) $ —
Net unrealized gain/(loss) ( 8,753 ) 139 161 ( 2,541 ) 31 446 — 6,071 ( 560 )
Equity in earnings/(loss) from affiliates — — — — — — 1,933 — —
(1) Includes Securitized residential mortgage loans.
(2) Other assets and Other liabilities include loan purchase commitments and derivative forward purchase commitments.
(3) Included in the "Interest income" and "Interest expense" line items on the consolidated statement of operations for assets and liabilities, respectively.
(4) Includes transfers of residential mortgage loans to real estate owned as well as activity related to advances.
21
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
Six Months Ended June 30, 2025
Residential
Mortgage
Loans (1) Legacy WMC Commercial Loans Non-Agency
RMBS Other Assets (2) AG Arc Securitized
Debt Other Liabilities (2)
Beginning balance $ 6,416,066 $ 67,005 $ 115,533 $ 204 $ 30,778 $ ( 5,491,967 ) $ ( 336 )
Purchases 939,621 — 25,963 — — — —
Issuances of Securitized Debt — — — — — ( 723,330 ) —
Proceeds from sales or settlements ( 57,761 ) — — ( 258 ) — — 298
Principal repayments ( 422,385 ) — ( 3,702 ) — — 383,149 —
Principal funding 6,953 — — — — — —
Included in net income:
Net premium and discount amortization (3) 4,105 333 ( 1,518 ) — — ( 13,457 ) —
Net realized gain/(loss) ( 1,722 ) — — 258 — — ( 298 )
Net unrealized gain/(loss) 96,383 ( 2,455 ) 1,669 307 — ( 92,032 ) 285
Equity in earnings/(loss) from affiliates — — — — 1,427 — —
Other (4) ( 6,261 ) — — — — — —
Ending Balance $ 6,974,999 $ 64,883 $ 137,945 $ 511 $ 32,205 $ ( 5,937,637 ) $ ( 51 )
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of June 30, 2025
Net premium and discount amortization (3) $ 4,064 $ 333 $ ( 1,518 ) $ — $ — $ ( 13,457 ) $ —
Net unrealized gain/(loss) 95,526 ( 2,455 ) 1,669 511 — ( 92,032 ) ( 51 )
Equity in earnings/(loss) from affiliates — — — — 1,427 — —
Six Months Ended June 30, 2024
Residential
Mortgage
Loans (1) Legacy WMC Commercial Loans Non-Agency
RMBS Legacy WMC CMBS Legacy WMC Other Securities Other Assets (2) AG Arc Securitized
Debt Other Liabilities (2)
Beginning balance $ 5,675,135 $ 66,303 $ 37,533 $ 5,796 $ 1,156 $ 1,172 $ 33,574 $ ( 4,711,623 ) $ ( 7 )
Purchases 710,197 — 18,051 — — — — — —
Issuances of Securitized Debt — — — — — — — ( 658,255 ) —
Capital distributions — — — — — — ( 481 ) — —
Proceeds from sales or settlements — — — — — ( 1,728 ) — — 757
Principal repayments ( 312,147 ) — — — — — — 284,363 —
Included in net income:
Net premium and discount amortization (3) 8,328 200 33 ( 63 ) ( 97 ) — — ( 15,316 ) —
Net realized gain/(loss) 56 — — — — 1,728 — — ( 757 )
Net unrealized gain/(loss) 14,303 250 1,775 ( 5,006 ) 149 ( 726 ) — ( 16,358 ) ( 553 )
Equity in earnings/(loss) from affiliates — — — — — — 1,861 — —
Other (4) ( 3,356 ) — — — — — — — —
Ending Balance $ 6,092,516 $ 66,753 $ 57,392 $ 727 $ 1,208 $ 446 $ 34,954 $ ( 5,117,189 ) $ ( 560 )
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of June 30, 2024
Net premium and discount amortization (3) $ 8,328 $ 200 $ 33 $ ( 63 ) $ ( 97 ) $ — $ — $ ( 15,316 ) $ —
Net unrealized gain/(loss) 14,303 250 1,775 ( 5,006 ) 149 446 — ( 16,358 ) ( 560 )
Equity in earnings/(loss) from affiliates — — — — — — 1,861 — —
(1) Includes Securitized residential mortgage loans.
(2) Other assets and Other liabilities include loan purchase commitments and derivative forward purchase commitments.
(3) Included in the "Interest income" and "Interest expense" line items on the consolidated statement of operations for assets and liabilities, respectively.
(4) Includes transfers of residential mortgage loans to real estate owned as well as activity related to advances.
22
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
The following table presents a summary of quantitative information about the significant unobservable inputs used in the fair value measurement of investments for which the Company has utilized Level 3 inputs to determine fair value as of June 30, 2025 and December 31, 2024 ($ in thousands).
June 30, 2025 December 31, 2024
Valuation Technique Unobservable Input Fair Value Range
(Weighted Average) (1) Fair Value Range
(Weighted Average) (1)
Securitized Residential Mortgage Loans
Yield 5.46 % - 17.20 % ( 5.98 %)
5.75 % - 11.18 % ( 6.26 %)
Discounted Cash Flow Projected Collateral Prepayments $ 6,648,988 4.26 % - 12.64 % ( 8.90 %)
$ 6,197,678 4.95 % - 14.48 % ( 8.87 %)
Projected Collateral Losses 0.00 % - 1.76 % ( 0.10 %)
0.00 % - 2.02 % ( 0.08 %)
Projected Collateral Severities - 37.99 % - 26.00 % ( 19.96 %)
- 19.30 % - 26.00 % ( 19.34 %)
Residential Mortgage Loans
Yield 3.70 % - 13.35 % ( 7.64 %)
6.44 % - 15.63 % ( 7.76 %)
Discounted Cash Flow Projected Collateral Prepayments $ 326,011 4.60 % - 40.14 % ( 19.57 %)
$ 218,388 1.29 % - 32.03 % ( 17.65 %)
Projected Collateral Losses 0.00 % - 8.11 % ( 1.44 %)
0.00 % - 26.56 % ( 1.00 %)
Projected Collateral Severities - 25.00 % - 100.00 % ( 10.00 %)
- 25.96 % - 25.00 % ( 16.59 %)
Legacy WMC Commercial Loans
Yield 11.09 % - 14.01 % ( 13.01 %)
8.06 % - 9.63 % ( 9.11 %)
Discounted Cash Flow Credit Spread $ 64,883 667 bps - 916 bps ( 831 bps)
$ 67,005 377 bps - 512 bps ( 467 bps)
Recovery Percentage (2) 97.43 % - 100.00 % ( 98.31 %)
100.00 % - 100.00 % ( 100.00 %)
Non-Agency RMBS
Yield 5.26 % - 20.00 % ( 8.26 %)
5.86 % - 25.00 % ( 7.90 %)
Discounted Cash Flow Projected Collateral Prepayments $ 137,945 7.45 % - 12.87 % ( 10.99 %)
$ 115,533 7.37 % - 14.50 % ( 11.46 %)
Projected Collateral Losses 0.00 % - 0.36 % ( 0.08 %)
0.00 % - 0.18 % ( 0.04 %)
Projected Collateral Severities 10.00 % - 100.00 % ( 43.40 %)
10.00 % - 25.00 % ( 18.17 %)
Other Assets (3)
Yield 5.69 % - 6.66 % ( 6.09 %)
6.59 % - 7.70 % ( 6.72 %)
Discounted Cash Flow Projected Collateral Prepayments $ 511 6.28 % - 26.31 % ( 17.41 %)
$ 204 11.52 % - 25.78 % ( 19.09 %)
Projected Collateral Losses 0.02 % - 3.38 % ( 0.34 %)
0.02 % - 2.73 % ( 0.71 %)
Projected Collateral Severities 10.00 % - 10.00 % ( 10.00 %)
10.00 % - 10.00 % ( 10.00 %)
Pull Through Percentages 65.00 % - 100.00 % ( 97.22 %)
60.00 % - 100.00 % ( 89.33 %)
AG Arc
Comparable Multiple Book Value Multiple $ 32,205 1.00 x - 1.00 x ( 1.00 x)
$ 30,778 0.95 x - 0.95 x ( 0.95 x)
Securitized Debt
Yield 4.70 % - 25.00 % ( 5.58 %)
5.11 % - 25.00 % ( 5.86 %)
Discounted Cash Flow Projected Collateral Prepayments $ ( 5,937,637 ) 4.26 % - 12.64 % ( 8.90 %)
$ ( 5,491,967 ) 4.95 % - 14.48 % ( 8.85 %)
Projected Collateral Losses 0.00 % - 0.50 % ( 0.09 %)
0.00 % - 0.50 % ( 0.07 %)
Projected Collateral Severities 10.00 % - 26.00 % ( 20.22 %)
10.00 % - 26.00 % ( 19.63 %)
Other Liabilities (3)
Yield 6.08 % - 6.77 % ( 6.33 %)
6.58 % - 6.96 % ( 6.67 %)
Discounted Cash Flow Projected Collateral Prepayments $ ( 51 ) 4.46 % - 25.65 % ( 11.75 %)
$ ( 336 ) 9.00 % - 26.94 % ( 18.34 %)
Projected Collateral Losses 0.03 % - 3.03 % ( 0.76 %)
0.01 % - 1.36 % ( 0.17 %)
Projected Collateral Severities 10.00 % - 10.00 % ( 10.00 %)
10.00 % - 10.00 % ( 10.00 %)
Pull Through Percentages 65.00 % - 100.00 % ( 96.39 %)
65.00 % - 100.00 % ( 90.48 %)
(1) Amounts are weighted based on fair value.
(2) Represents the proportion of the principal expected to be collected relative to the loan balances as of June 30, 2025 and December 31, 2024.
(3) Other assets and Other liabilities include loan purchase commitments and derivative forward purchase commitments.
23
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
6. Financing
The following table presents a summary of the Company's financing as of June 30, 2025 and December 31, 2024 ($ in thousands).
June 30, 2025
December 31, 2024
Financing Weighted Average Collateral Fair Value (1)(2) Financing
Current Face Carrying Value Stated Maturity Funding Cost Life (Years) Carrying Value
Financing Arrangements by Asset Type (3)
Securitized Residential Mortgage Loans (4)
Non-Agency Loans $ 395,586 $ 395,691 Jul 2025 - May 2026 6.14 % 0.20 $ 675,565 $ 370,913
Re- and Non-Performing Loans 27,124 27,124 Jul 2025 6.59 % 0.03 40,965 31,798
Residential Mortgage Loans (5)
Agency-Eligible Loans 1,424 1,424 Jul 2025 6.17 % 0.08 1,509 95,688
Home Equity Loans 259,275 259,275 Jun 2026 6.52 % 0.94 323,930 87,440
Non-Agency Loans — — N/A N/A N/A — 7,615
Legacy WMC Commercial Loans 30,936 30,936 Mar 2026 7.40 % 0.73 64,883 47,222
Non-Agency RMBS 97,091 97,091 Jul 2025 - May 2026 5.27 % 0.13 131,218 78,978
Legacy WMC CMBS 20,164 20,164 Jul 2025 6.15 % 0.04 56,173 20,416
Agency RMBS 11,832 11,832 Jul 2025 - Sept 2025 4.87 % 0.23 16,970 2,038
Total Financing Arrangements $ 843,432 $ 843,537 6.20 % 0.43 $ 1,311,213 $ 742,108
Securitized debt, at fair value (6)(7)
Non-Agency Loans (8) $ 6,112,735 $ 5,839,789 N/A 5.26 % 6.01 N/A $ 5,391,413
Re- and Non-Performing Loans 106,001 97,848 N/A 3.39 % 3.37 N/A 100,554
Total Securitized Debt $ 6,218,736 $ 5,937,637 5.22 % 5.97 N/A $ 5,491,967
Senior Unsecured Notes (9)
February 2029 Senior Unsecured Notes $ 34,500 $ 33,174 Feb 2029 10.79 % 3.68 N/A $ 33,028
May 2029 Senior Unsecured Notes 65,000 62,906 May 2029 10.52 % 3.93 N/A 62,693
Total Senior Unsecured Notes $ 99,500 $ 96,080 10.61 % 3.84 N/A $ 95,721
Total Financing $ 7,161,668 $ 6,877,254 5.41 % 5.44 $ 1,311,213 $ 6,329,796
(1) The Company also had $ 2.2 million and $ 10.6 million of cash pledged under repurchase agreements as of June 30, 2025 and December 31, 2024, respectively.
(2) Under the terms of the Company’s financing agreements, the Company's financing counterparties may, in certain cases, sell or re-hypothecate the pledged collateral.
(3) Financing arrangements are recorded at amortized cost in the Company's consolidated balance sheets. The fair value of certain of the Company's financing arrangements approximates the carrying value due to their floating interest rates and short-term maturities of generally one year or less. As of June 30, 2025, the Company had certain fixed-rate long-term financing arrangements which had an amortized cost of $ 43.4 million. The fair value of the fixed-rate long-term financing arrangements approximates the carrying value as this financing arrangement matured and was paid off in July 2025. Financing arrangements are classified as Level 2 of the fair value hierarchy.
(4) Amounts pledged as collateral under Securitized residential mortgage loans include certain of the Company's retained interests in securitizations. Refer to Note 3 for more information on the Non-Agency VIEs and RPL/NPL VIEs.
(5) The Company's Residential mortgage loan financing arrangements include a maximum borrowing capacity of $ 1.9 billion on facilities used to finance Agency-Eligible, Home Equity and Non-Agency Loans of which $ 50 million is committed by the lender.
(6) The holders of the securitized debt have no recourse to the general credit of the Company. The Company has no obligation to provide any other explicit or implicit support to the Non-Agency VIEs and RPL/NPL VIEs.
(7) The weighted average funding costs are calculated based on the amortized cost of the underlying securities.
(8) The current face on the Company's Securitized debt in the Company's Non-Agency VIEs excludes Interest Only classes which have no principal balances and bear interest based on a notional value. The notional value is used solely to determine interest distributions on the interest only classes of securities. As of June 30, 2025, the notional value of interest only classes of Securitized debt was $ 2.0 billion.
(9) The Senior Unsecured Notes are recorded at amortized cost in the Company's consolidated balance sheets. As of June 30, 2025, the fair value of the Senior Unsecured Notes was $ 101.0 million. The fair value of the Senior Unsecured Notes is based upon prices obtained from third-party pricing services or broker quotations and are classified as Level 2 of the fair value hierarchy.
24
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
Senior Unsecured Notes
The Company’s Senior Unsecured Notes consist of $ 34.5 million principal amount 9.500 % Senior Notes due February 2029 ("February 2029 Senior Unsecured Notes") and $ 65.0 million principal amount 9.500 % Senior Notes due May 2029 ("May 2029 Senior Unsecured Notes" and together with the February 2029 Senior Unsecured Notes, the "Senior Unsecured Notes"). The February 2029 Senior Unsecured Notes were issued on January 26, 2024 in a public offering for net proceeds of approximately $ 32.8 million and the May 2029 Senior Unsecured Notes were issued on May 15, 2024 in a public offering for net proceeds of approximately $ 62.4 million. The below table provides a summary of the Senior Unsecured Notes as of June 30, 2025 ($ in thousands).
Principal Amount (1) Carrying Value Maturity
Date (2) Redemption Date (3) Rate (4)
February 2029 Senior Unsecured Notes
$ 34,500 $ 33,174 February 15, 2029 February 15, 2026 9.500 %
May 2029 Senior Unsecured Notes
$ 65,000 $ 62,906 May 15, 2029 May 15, 2026 9.500 %
(1) The Senior Unsecured Notes were issued at 100 % of the principal amount.
(2) The Company has the option to redeem the Senior Unsecured Notes earlier than the maturity date.
(3) The Company may redeem the Senior Unsecured Notes in whole or in part at any time or from time to time at the Company’s option on or after the redemption date, upon not less than 30 days written notice to holders prior to the redemption date, at a redemption price equal to 100 % of the outstanding principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
(4) The Senior Unsecured Notes bear interest at a rate equal to 9.500 % per year, payable in cash quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on the applicable first pay date.
The below table details the total interest expense incurred on the Senior Unsecured Notes during the three and six months ended June 30, 2025 and 2024 (in thousands).
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Coupon interest expense
$ 2,363 $ 1,608 $ 4,726 $ 2,200
Amortization expense
182 117 359 164
Total interest expense $ 2,545 $ 1,725 $ 5,085 $ 2,364
Legacy WMC Convertible Notes
In connection with the WMC acquisition, a wholly owned subsidiary of the Company assumed, and the Company guaranteed, $ 86.25 million aggregate principal amount of Legacy WMC Convertible Notes. The Legacy WMC Convertible Notes had an interest rate of 6.75 % and interest was paid semiannually. During the six months ended June 30, 2024, the Company repurchased $ 7.1 million of principal amount of its outstanding Legacy WMC Convertible Notes. The Company paid off the remaining principal amount outstanding of the Legacy WMC Convertible Notes at maturity in September 2024.
There was no interest expense incurred during the three and six months ended June 30, 2025 as the Legacy WMC Convertible Notes matured in September 2024. The below table details the total interest expense incurred on the Legacy WMC Convertible Notes during the three and six months ended June 30, 2024 (in thousands).
Three Months Ended Six Months Ended
June 30, 2024 June 30, 2024
Coupon interest expense
$ 1,335 $ 2,708
Amortization expense
319 641
Total interest expense $ 1,654 $ 3,349
25
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
Contractual maturities
The following table allocates the current face of the Company's borrowings under financing arrangements and the Senior Unsecured Notes as of June 30, 2025 by contractual maturity (in thousands). Securitized debt is excluded from the below table as it does not have a contractual maturity.
Within 30 Days Over 30 Days to 3 Months Over 3 Months to 12 Months Over 12 Months Total
Financing Arrangements by Asset Type
Securitized Residential Mortgage Loans
Non-Agency Loans $ 155,617 $ 207,934 $ 32,035 $ — $ 395,586
Re- and Non-Performing Loans 27,124 — — — 27,124
Residential Mortgage Loans
Agency-Eligible Loans 1,424 — — — 1,424
Home Equity Loans — — 259,275 — 259,275
Legacy WMC Commercial Loans (1) — — 30,936 — 30,936
Non-Agency RMBS 55,785 37,718 3,588 — 97,091
Legacy WMC CMBS 20,164 — — — 20,164
Agency RMBS 760 11,072 — — 11,832
Total Financing Arrangements $ 260,874 $ 256,724 $ 325,834 $ — $ 843,432
Senior Unsecured Notes
February 2029 Senior Unsecured Notes $ — $ — $ — $ 34,500 $ 34,500
May 2029 Senior Unsecured Notes — — — 65,000 65,000
Total Senior Unsecured Notes $ — $ — $ — $ 99,500 $ 99,500
(1) Outstanding financing arrangements of $ 19.9 million is collateralized by Loans A, B, and C. The borrower for Loans A, B and C is currently in maturity default. The lender on the Company’s financing arrangements on Loans A, B and C is permitted to request a full repayment of the debt with respect to such assets. The Company does not currently expect its lender to request a full repayment of the related outstanding financing arrangements.
Counterparties
The Company had outstanding financing arrangements with six counterparties as of June 30, 2025 and December 31, 2024.
The following table presents information as of June 30, 2025 and December 31, 2024 with respect to each counterparty that provides the Company with financing for which the Company had greater than 5% of its stockholders’ equity at risk, excluding stockholders’ equity at risk under financing through affiliated entities ($ in thousands).
June 30, 2025
December 31, 2024
Counterparty Stockholders' Equity
at Risk Weighted Average
Maturity (days) Percentage of
Stockholders' Equity Stockholders' Equity
at Risk Weighted Average
Maturity (days) Percentage of
Stockholders' Equity
Goldman Sachs Bank USA $ 137,674 280 25.7 % $ 92,220 118 17.1 %
BofA Securities, Inc. 129,603 75 24.2 % 135,141 82 25.0 %
Barclays Capital Inc. 68,421 73 12.8 % 75,516 20 14.0 %
Atlas Securitized Products, L.P. 33,987 267 6.3 % (1) (1) (1)
Various (2) 86,060 30 16.0 % 81,855 211 15.2 %
(1) As of December 31, 2024, the Company had less than 5 % of its equity at risk under financing arrangements with Atlas Securitized Products, L.P.
(2) Certain retained interests in securitizations are held in WMC RR 2023-1 Trust, a wholly owned subsidiary of the Company. WMC RR 2023-1 Trust issued certificates which were sold to various third-party investors. WMC RR 2023-1 Trust matured and was paid off in July 2025.
Financial Covenants
The Company’s financing arrangements generally include customary representations, warranties, and covenants, but may also contain more restrictive supplemental terms and conditions. Although specific to each financing arrangement, typical
26
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
supplemental terms include requirements of minimum equity and liquidity, leverage ratios, and performance triggers. In addition, some of the financing arrangements contain cross default features, whereby default under an agreement with one lender simultaneously causes default under agreements with other lenders. To the extent that the Company fails to comply with the covenants contained in these financing arrangements or is otherwise found to be in default under the terms of such agreements, the counterparty has the right to accelerate amounts due under the associated agreement. Financings pursuant to financing arrangements are generally recourse to the Company. As of June 30, 2025, the Company is in compliance with all of its financial covenants.
7. Other assets and liabilities
The following table details certain information related to the Company's "Other assets" and "Other liabilities" line items on its consolidated balance sheets as of June 30, 2025 and December 31, 2024 (in thousands).
June 30, 2025 December 31, 2024
Other assets
Interest receivable $ 38,494 $ 34,930
Real estate owned 7,580 3,537
Derivative assets, at fair value 41 204
Loan purchase commitment, at fair value 470 —
Other assets 3,148 3,269
Due from broker 2,266 —
Total Other assets $ 51,999 $ 41,940
Other liabilities
Due to affiliates (1) $ 4,199 $ 4,275
Interest payable 28,068 28,294
Derivative liabilities, at fair value 105 340
Loan purchase commitment, at fair value 46 —
Accrued expenses 4,893 1,698
Due to broker 5,005 48
Payable on unsettled trades 114 —
Taxes payable 99 103
Total Other liabilities $ 42,529 $ 34,758
(1) Refer to Note 10 for more information.
Derivatives
The following table presents information related to the Company's derivatives and other instruments and their balance sheet location as of June 30, 2025 and December 31, 2024 (in thousands).
Balance Sheet
Location June 30, 2025 December 31, 2024
Derivatives and Other Instruments (1) Notional Fair Value Notional Fair Value
Pay Fix/Receive Float Interest Rate Swap Agreements (2) (3) Other assets $ 124,500 $ — $ 337,550 $ —
Pay Fix/Receive Float Interest Rate Swap Agreements (2) (3) Other liabilities 220,500 ( 100 ) 5,000 ( 4 )
Short TBAs Other assets 195,000 — — —
Forward Purchase Commitments
Other assets 9,527 41 30,581 204
Forward Purchase Commitments
Other liabilities 2,022 ( 5 ) 35,398 ( 336 )
(1) As of June 30, 2025 and December 31, 2024, no derivatives held by the Company were designated as hedges for accounting purposes.
(2) As of June 30, 2025, the Company applied a reduction in fair value of $ 5.3 million and $ 1.5 million to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash. As of December 31, 2024, the Company applied a reduction in fair value of $ 11.4 million and $ 35.0 thousand to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash, net of collateral posted by the Company's derivative counterparties.
27
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
(3) As of June 30, 2025, the Company's pay fix/receive float interest rate swaps had a weighted average pay-fixed rate of 3.34 %, a weighted average receive-variable rate of 4.45 %, and a weighted average years to maturity of 5.28 years. As of December 31, 2024, the Company's pay fix/receive float interest rate swaps had a weighted average pay-fixed rate of 3.48 %, a weighted average receive-variable rate of 4.49 %, and a weighted average years to maturity of 4.86 years.
Derivative and other instruments eligible for offset are presented gross on the consolidated balance sheets as of June 30, 2025 and December 31, 2024, if applicable. The Company has not offset or netted any derivatives or other instruments with any financial instruments or cash collateral posted or received.
The Company must post cash or securities as collateral on its derivative instruments when their fair value declines. This typically occurs when prevailing market rates change adversely, with the severity of the change also dependent on the term of the derivatives involved. The posting of collateral is generally bilateral, meaning that if the fair value of the Company’s derivatives increases, its counterparty must post collateral. As of June 30, 2025, the Company's restricted cash balance included $ 9.2 million of collateral related to certain derivatives, of which $ 5.4 million represents cash collateral posted by the Company and $ 3.8 million represents amounts related to variation margin. As of December 31, 2024, the Company's restricted cash balance included $ 9.3 million of collateral related to certain derivatives, of which $ 0.7 million represents cash collateral posted by the Company and $ 8.6 million represents amounts related to variation margin.
The following table summarizes total income related to derivatives and other instruments for the three and six months ended June 30, 2025 and 2024 (in thousands).
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Included within Net interest component of interest rate swaps
Interest Rate Swaps $ 821 $ 2,367 $ 1,558 $ 4,267
Included within Net unrealized gain/(loss)
Interest Rate Swaps ( 194 ) ( 1,719 ) ( 6,730 ) 8,594
Short TBAs — 155 — 63
Forward Purchase Commitments
36 ( 427 ) 168 ( 1,279 )
( 158 ) ( 1,991 ) ( 6,562 ) 7,378
Included within Net realized gain/(loss)
Interest Rate Swaps ( 3,350 ) 80 ( 2,568 ) ( 3,061 )
Short TBAs 662 14 662 24
Forward Purchase Commitments
— ( 161 ) ( 40 ) 971
( 2,688 ) ( 67 ) ( 1,946 ) ( 2,066 )
Total income/(loss) $ ( 2,025 ) $ 309 $ ( 6,950 ) $ 9,579
28
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
Derivative Activity
The following table presents information about the Company’s derivatives for the three and six months ended June 30, 2025 and 2024 (in thousands).
Beginning Notional
Amount Buys or Covers Sales or
Shorts (1) Ending Notional
Amount Derivative
Asset Derivative
Liability
Three Months Ended June 30, 2025
Interest Rate Swaps $ 332,500 $ 296,500 $ ( 284,000 ) $ 345,000 $ — $ ( 100 )
Short TBAs (2) — 300,000 ( 495,000 ) ( 195,000 ) — —
Three Months Ended June 30, 2024
Interest Rate Swaps $ 454,250 $ 498,000 $ ( 134,250 ) $ 818,000 $ 243 $ —
Short TBAs ( 32,000 ) 96,000 ( 64,000 ) — — —
Six Months Ended June 30, 2025
Interest Rate Swaps $ 342,550 $ 399,500 $ ( 397,050 ) $ 345,000 $ — $ ( 100 )
Short TBAs (2) — 300,000 ( 495,000 ) ( 195,000 ) — —
Six Months Ended June 30, 2024
Interest Rate Swaps $ 503,000 $ 717,750 $ ( 402,750 ) $ 818,000 $ 243 $ —
Short TBAs ( 9,000 ) 130,000 ( 121,000 ) — — —
(1) The sales or shorts include $ 60.0 million of interest rate swaps that matured during the six months ended June 30, 2024.
(2) As of June 30, 2025, the Company recorded a receivable from broker of $ 194.9 million and a fair value of $ 194.9 million related to its short TBAs.
8. Earnings per share
The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted earnings per share for the three and six months ended June 30, 2025 and 2024 (in thousands, except per share data).
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Numerator:
Net Income/(Loss) $ 3,945 $ 3,925 $ 15,422 $ 24,815
Dividends on preferred stock ( 5,321 ) ( 4,586 ) ( 10,625 ) ( 9,172 )
Net Income/(Loss) Available to Common Stockholders $ ( 1,376 ) $ ( 661 ) $ 4,797 $ 15,643
Denominator:
Basic weighted average common shares outstanding 29,686 29,474 29,672 29,463
Dilutive effect of restricted stock units (1) — — 25 27
Diluted weighted average common shares outstanding 29,686 29,474 29,697 29,490
Earnings/(Loss) Per Share
Basic $ ( 0.05 ) $ ( 0.02 ) $ 0.16 $ 0.53
Diluted $ ( 0.05 ) $ ( 0.02 ) $ 0.16 $ 0.53
(1) Restricted stock units issued to certain directors of 20 thousand and 27 thousand were excluded from the computation of diluted earnings per share because its effect would be anti-dilutive for the three months ended June 30, 2025 and 2024, respectively.
29
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
Dividends
The following tables detail the Company's common stock dividends declared during the six months ended June 30, 2025 and 2024.
Six Months Ended June 30, 2025 Six Months Ended June 30, 2024
Declaration Date Record Date Payment Date Cash Dividend Per Share Declaration Date Record Date Payment Date Cash Dividend Per Share
3/17/2025 3/31/2025 4/30/2025 $ 0.20 3/15/2024 3/29/2024 4/30/2024 $ 0.18
6/17/2025 6/30/2025 7/31/2025 0.21 6/13/2024 6/28/2024 7/31/2024 0.19
Total $ 0.41 Total $ 0.37
The following tables detail the Company's preferred stock dividends declared and paid during the six months ended June 30, 2025 and 2024.
2025 Cash Dividend Per Share
Declaration Date Record Date Payment Date 8.25 % Series A
8.00 % Series B
8.000 % Series C
2/14/2025 2/28/2025 3/17/2025 $ 0.51563 $ 0.50 $ 0.693062
5/5/2025 5/30/2025 6/17/2025 0.51563 0.50 0.704864
Total $ 1.03126 $ 1.00 $ 1.397926
2024 Cash Dividend Per Share
Declaration Date Record Date Payment Date 8.25 % Series A
8.00 % Series B
8.000 % Series C
2/16/2024 2/29/2024 3/18/2024 $ 0.51563 $ 0.50 $ 0.50
5/2/2024 5/31/2024 6/17/2024 0.51563 0.50 0.50
Total $ 1.03126 $ 1.00 $ 1.00
9. Income taxes
The Company conducts its operations to qualify and be taxed as a REIT. As a REIT, the Company is not subject to federal income tax to the extent that it makes qualifying distributions to its stockholders, and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution, and stock ownership tests. The state and local tax jurisdictions for which the Company is subject to tax-filing obligations recognize the Company’s status as a REIT, and therefore, the Company generally does not pay income tax in such jurisdictions. The Company may, however, be subject to certain minimum state and local tax filing fees as well as certain excise, franchise, or business taxes.
On December 6, 2023, the Company acquired WMC, an externally managed mortgage REIT. The WMC acquisition is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.
Excise Tax
Excise tax represents a non-deductible 4% tax on the required amount of the Company’s ordinary income and net capital gains not distributed during the year. The expense is calculated in accordance with applicable tax regulations. The below table details excise tax expense for the three and six months ended June 30, 2025 and 2024, which is recorded in the “Non-investment related expenses” line item on the consolidated statement of operations (in thousands).
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Excise tax expense (1) $ ( 46 ) $ — $ 43 $ —
(1) During the three and six months ended June 30, 2025, the Company recorded a receivable of $ 0.1 million related to an excise tax refund in the “Other assets” line item on the consolidated balance sheets.
30
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
REIT Net Operating Loss and Net Capital Loss Carryforwards
In connection with the WMC acquisition, the Company obtained federal net operating loss ("NOL") carryforwards of $ 321.6 million, of which $ 223.8 million do not have an expiration date and can be carried forward indefinitely. However, the Company’s use of the NOLs obtained in the WMC acquisition is limited under Section 382 of the Internal Revenue Code. As of June 30, 2025 and December 31, 2024, the remaining NOL carryforwards obtained in the WMC acquisition was $ 319.4 million.
As of June 30, 2025 and December 31, 2024, the Company had estimated net capital loss ("NCL") carryforwards of $ 279.3 million and $ 278.9 million, respectively. These NCL carryforwards (which exclude NCLs acquired from WMC) can be utilized to offset future net gains from the sale of capital assets. NCL carryforwards of $ 225.7 million were generated during the year ended December 31, 2020 and, if not utilized, will expire on December 31, 2025.
In connection with the WMC acquisition, the Company obtained NCL carryforwards. As of June 30, 2025 and December 31, 2024, these estimated NCL carryforwards were $ 151.6 million and $ 150.6 million, respectively. These NCL carryforwards will expire between 2026 and 2030. However, the Company’s use of these NCLs is limited under Sections 382 and 383 of the Internal Revenue Code.
Taxable REIT Subsidiaries
The Company elected to treat certain domestic subsidiaries as taxable REIT subsidiaries ("TRSs"). The Company’s financial results are generally not expected to reflect provisions for current or deferred income taxes, except for any activities conducted through one or more TRSs that are subject to corporate income taxation. Currently, the Company has wholly owned domestic TRSs that are taxable as corporations and subject to U.S. federal, state, and local income tax on net income at the applicable corporate rates. The federal statutory rate for the three and six months ended June 30, 2025 and 2024 was 21%. The Company’s effective tax rate differs from its combined U.S. federal, state, and local corporate statutory tax rate primarily due to income earned at the REIT, which is not subject to tax, due to the deduction for qualifying distributions made by the Company, and any change in the valuation allowance as disclosed in further detail below. The tax expense attributable to its TRSs is recorded in the "Non-investment related expenses" line item on the consolidated statement of operations. The below table details the tax expense attributable to its TRSs for the three and six months ended June 30, 2025 and 2024 (in thousands).
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Tax expense $ 26 $ 17 $ 54 $ 42
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax reporting purposes at the TRS level. As of June 30, 2025 and December 31, 2024, the Company recorded a deferred tax asset of approximately $ 33.5 million and $ 34.7 million, respectively, relating to net operating loss carryforwards, capital loss carryforwards, and basis differences of certain investments held within TRSs. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences become deductible. The Company concluded it is more likely than not the deferred tax asset will not be realized and established a full valuation allowance as of June 30, 2025 and December 31, 2024.
Uncertain Income Tax Positions
Based on its analysis of any potential uncertain income tax positions, the Company concluded it did not have any uncertain tax positions that meet the recognition or measurement criteria of ASC 740 as of June 30, 2025 and December 31, 2024. The Company’s and WMC's federal income tax returns for the last three tax years are open to examination by the Internal Revenue Service. There are no ongoing U.S. federal, state or local tax examinations related to the Company. In the event that the Company incurs income tax related interest and penalties, its policy is to classify them as a component of provision for income taxes. The Company did no t incur any interest or penalties during the three and six months ended June 30, 2025 and 2024.
31
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
10. Related party transactions
Manager
The Company has entered into a management agreement with the Manager, which provided for an initial term and will be deemed renewed automatically each year for an additional one-year period, subject to certain termination rights. The Company is externally managed and advised by the Manager. Pursuant to the terms of the management agreement, which became effective July 6, 2011 (upon the consummation of the Company’s initial public offering (the "IPO")), the Manager provides the Company with its management team, including its officers, along with appropriate support personnel. Each of the Company’s officers is an employee of TPG Angelo Gordon. The Company does not have any employees. The Manager has delegated to TPG Angelo Gordon the overall responsibility of its day-to-day duties and obligations arising under the Company’s management agreement. Below is a description of the fees and reimbursements provided in the management agreement.
On November 1, 2023, TPG completed the acquisition of TPG Angelo Gordon (the "TPG Transaction"), pursuant to which TPG Angelo Gordon, including the Manager, became indirect subsidiaries of TPG. Pursuant to the management agreement with the Manager, the closing of the TPG Transaction resulted in an assignment of the management agreement. The independent directors of the Company's Board of Directors unanimously consented to such assignment on July 31, 2023 in advance of the TPG Transaction closing. There were no changes to the management agreement in connection with the TPG Transaction and the assignment of the management agreement became effective upon the closing of the TPG Transaction.
In connection with the WMC acquisition, which was completed on December 6, 2023, and contemporaneously with the execution of the Merger Agreement, on August 8, 2023, the Company and the Manager entered into the MITT Management Agreement Amendment, pursuant to which (i) the Manager’s base management fee will be reduced by $ 0.6 million for the first four quarters following the Effective Time, beginning with the fiscal quarter in which the Effective Time occurs (i.e., resulting in an aggregate $ 2.4 million waiver of base management fees), and (ii) the Manager will waive its right to seek reimbursement from the Company for any expenses otherwise reimbursable by the Company under the management agreement in an amount equal to approximately $ 1.3 million, which is the excess of $ 7.0 million over the aggregate Per Share Additional Manager Consideration paid by the Manager to the holders of WMC Common Stock under the Merger Agreement. The MITT Management Agreement Amendment became effective automatically upon the closing of the WMC acquisition.
Management fee
The Manager is entitled to a management fee equal to 1.50 % per annum, calculated and paid quarterly, of the Company’s Stockholders’ Equity. For purposes of calculating the management fee, "Stockholders’ Equity" means the sum of the net proceeds from any issuances of equity securities (including preferred securities) since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance, and excluding any future equity issuance to the Manager), plus the Company’s retained earnings at the end of such quarter (without taking into account any non-cash equity compensation expense or other non-cash items incurred in current or prior periods), less any amount that the Company pays for repurchases of its common stock, excluding any unrealized gains, losses or other non-cash items that have impacted stockholders’ equity as reported in the Company’s financial statements prepared in accordance with GAAP, regardless of whether such items are included in other comprehensive income or loss, or in net income, and excluding one-time events pursuant to changes in GAAP, and certain other non-cash charges after discussions between the Manager and the Company’s independent directors and after approval by a majority of the Company’s independent directors. Stockholders’ Equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders’ equity shown on the Company’s financial statements.
The below table details the management fees incurred during the three and six months ended June 30, 2025 and 2024 (in thousands).
Three Months Ended Six Months Ended
Consolidated statements of operations line item: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Management fee to affiliate (1) $ 2,301 $ 1,753 $ 4,628 $ 3,494
(1) For the three and six months ended June 30, 2024, the Manager agreed to waive its right to receive management fees of $ 0.6 million and $ 1.2 million, respectively, pursuant to the MITT Management Agreement Amendment executed in connection with the WMC acquisition.
32
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
As of June 30, 2025 and December 31, 2024, the Company recorded management fees payable of $ 2.3 million and $ 2.3 million, respectively. The management fee payable is included within the "Due to affiliates" item within the "Other liabilities" line item on the consolidated balance sheets.
Incentive fee
The Manager is entitled to an annual incentive fee with respect to each applicable fiscal year, which will be equal to 15 % of the amount by which the Company's cumulative adjusted net income from November 22, 2021 exceeds the cumulative hurdle amount, which represents an 8 % return (cumulative, but not compounding) on an equity hurdle base consisting of the sum of (i) $ 341.5 million and (ii) the gross proceeds of any subsequent public or private common stock offerings by the Company. The annual incentive fee will be payable in cash, or, at the option of the Company's Board of Directors, shares of common stock or a combination of cash and shares.
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any incentive fee expense.
Termination fee
Upon the occurrence of (i) the Company’s termination of the management agreement without cause or (ii) the Manager’s termination of the management agreement upon a breach by the Company of any material term of the management agreement, the Manager will be entitled to a termination fee equal to three times the average annual management fee during the 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter. As of June 30, 2025 and December 31, 2024, no event of termination of the management agreement had occurred.
Expense reimbursement
The Company is required to reimburse the Manager or its affiliates for operating expenses which are incurred by the Manager or its affiliates on behalf of the Company, including expenses relating to legal, accounting, due diligence, and other services. The Company’s reimbursement obligation is not subject to any dollar limitation; however, the reimbursement is subject to an annual budget process which combines guidelines from the management agreement with oversight by the Company’s Board of Directors.
The Company reimburses the Manager or its affiliates for the Company’s allocable share of the compensation, including, without limitation, annual base salary, bonus, any related withholding taxes, and employee benefits paid to (i) the Company’s chief financial officer based on the percentage of time spent on Company affairs, (ii) the Company’s general counsel based on the percentage of time spent on the Company’s affairs, and (iii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance, and other non-investment personnel of the Manager and its affiliates who spend all or a portion of their time managing the Company’s affairs based upon the percentage of time devoted by such personnel to the Company’s affairs. In their capacities as officers or personnel of the Manager or its affiliates, they devote such portion of their time to the Company’s affairs as is necessary to enable the Company to operate its business.
The below table details the expense reimbursement incurred during the three and six months ended June 30, 2025 and 2024 (in thousands).
Three Months Ended Six Months Ended
Consolidated statements of operations line item: June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Non-investment related expenses (1)
$ 1,304 $ 1,636 $ 3,143 $ 3,300
Investment related expenses
95 87 295 201
Transaction related expenses 109 306 369 374
Expense reimbursements to Manager or its affiliates $ 1,508 $ 2,029 $ 3,807 $ 3,875
(1) For the three and six months ended June 30, 2024, the Manager agreed to waive its right to receive expense reimbursements of $ 0.3 million and $ 0.6 million, respectively, pursuant to the MITT Management Agreement Amendment executed in connection with the WMC acquisition.
As of June 30, 2025 and December 31, 2024, the Company recorded a reimbursement payable to the Manager or its affiliates of $ 1.7 million and $ 1.7 million, respectively. The reimbursement payable to the Manager or its affiliates is included within the "Due to affiliates" line item within the "Other liabilities" line item on the consolidated balance sheets.
33
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
Investments in debt and equity of affiliates
The Company invests in credit sensitive residential assets through affiliated entities which hold an ownership interest in the assets. The Company is one investor, amongst other investors managed by affiliates of TPG Angelo Gordon, in such entities and has applied the equity method of accounting for such investments.
Arc Home
On December 9, 2015, the Company, alongside private funds managed by TPG Angelo Gordon, through AG Arc LLC, one of the Company’s indirect affiliates ("AG Arc"), formed Arc Home. As of June 30, 2025, the Company had an approximate 44.6 % interest in AG Arc. Arc Home originates residential mortgage loans and retains the mortgage servicing rights associated with certain loans it originates. Arc Home is led by an external management team. The Company has chosen to make a fair value election with respect to its investment in AG Arc pursuant to ASC 825. The Company elected to treat its investment in AG Arc as a taxable REIT subsidiary. Refer to Note 14 for additional details related to the Company’s acquisition of an additional interest in AG Arc on August 1, 2025.
MATH
On August 29, 2017, the Company, alongside private funds managed by TPG Angelo Gordon, formed Mortgage Acquisition Holding I LLC ("MATH") to conduct a residential mortgage investment strategy. MATH in turn sponsored the formation of Mortgage Acquisition Trust I LLC ("MATT") to purchase predominantly Non-QM Loans. MATT made an election to be treated as a REIT beginning with the 2018 tax year. The Company has an approximate 47.0 % interest in MATH. MATH, through its wholly owned subsidiary MATT, only holds risk-retention tranches from past securitizations which continue to pay down and the Company does not expect MATT to acquire additional investments.
Summary of investments in debt and equity of affiliates and related earnings
The below table summarizes the components of the "Investments in debt and equity of affiliates" line item on the Company's consolidated balance sheets as of June 30, 2025 and December 31, 2024 (in thousands).
June 30, 2025 December 31, 2024
Assets Liabilities Equity Assets Liabilities Equity
Non-QM Securities (1) $ 11,912 $ — $ 11,912 $ 13,304 $ — $ 13,304
Re/Non-Performing Securities 711 — 711 2,462 ( 588 ) 1,874
Total Residential Investments 12,623 — 12,623 15,766 ( 588 ) 15,178
AG Arc, at fair value 32,205 — 32,205 30,778 — 30,778
Cash and Other assets/(liabilities) 959 ( 131 ) 828 910 ( 25 ) 885
Investments in debt and equity of affiliates $ 45,787 $ ( 131 ) $ 45,656 $ 47,454 $ ( 613 ) $ 46,841
(1) MATH, through its wholly owned subsidiary MATT, only holds risk-retention tranches from past securitizations which continue to pay down and the Company does not expect MATT to acquire additional investments.
34
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
The below table reconciles the net income/(loss) to the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 (in thousands).
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Non-QM Securities $ 268 $ ( 828 ) $ 197 $ 1,377
Re/Non-Performing Securities — 211 ( 120 ) 316
AG Arc (1) ( 37 ) 1,528 1,339 1,255
Equity in earnings/(loss) from affiliates
$ 231 $ 911 $ 1,416 $ 2,948
(1) Earnings/(loss) recognized by AG Arc do not include the Company's portion of gains or losses recorded by Arc Home in connection with the sale of residential mortgage loans to the Company. Refer to "Transactions with Arc Home" below for more information on this accounting policy.
Transactions with affiliates
Transactions with Red Creek Asset Management LLC
In connection with the Company’s investments in residential mortgage loans, the Company engages asset managers to provide advisory, consultation, asset management, and other services. The Company engaged Red Creek Asset Management LLC (the "Asset Manager"), a related party of the Manager and direct subsidiary of TPG Angelo Gordon, as the asset manager for certain of its residential mortgage loans. The Company pays the Asset Manager asset management fees which are assessed periodically by a third-party valuation firm. The below details the fees paid by the Company to the Asset Manager during the three and six months ended June 30, 2025 and 2024 (in thousands).
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Fees paid to Asset Manager $ 533 $ 667 $ 1,173 $ 1,325
As of June 30, 2025 and December 31, 2024, the Company recorded asset management fees payable of $ 0.2 million and $ 0.2 million, respectively. Asset management fees payable are included within the "Due to affiliates" line item within the "Other liabilities" line item on the consolidated balance sheets.
Transactions with Arc Home
Arc Home may sell loans to the Company, third-parties, or affiliates of the Manager. The below table details the unpaid principal balance of residential mortgage loans sold to the Company during the three and six months ended June 30, 2025 and 2024 (in thousands).
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Residential mortgage loans sold by Arc Home to the Company $ — $ 133,591 $ 60,957 $ 213,382
In connection with the sale of loans from Arc Home to the Company, the Company eliminates any intra-entity profits or losses typically recognized through the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statement of operations and adjusts the cost basis of the underlying loans resulting in unrealized gains or losses on the underlying loans. The table below summarizes intra-entity profits eliminated during the three and six months ended June 30, 2025 and 2024 (in thousands).
Three Months Ended Six Months Ended
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
Intra-Entity Profits Eliminated $ — $ 405 $ 88 $ 606
The Company enters into forward purchase commitments with Arc Home whereby the Company commits to purchase residential mortgage loans from Arc Home at a particular price on a best-efforts basis. Actual loan purchases are contingent upon successful loan closings. These commitments to purchase mortgage loans are classified as derivatives. From time to time,
35
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
the Company may determine that certain loans it has previously committed to purchase will be sold to third parties and, as a result, the derivative will be settled on a net basis with Arc Home. See Note 7 and Note 12, if applicable, for more detail.
Transactions under the Company's Affiliated Transaction Policy
The below table details transactions where the Company purchased or sold assets from or to an affiliate of the Manager ($ in millions). The transactions were executed in accordance with the Company's Affiliated Transaction Policy. Refer to the "Transactions with Arc Home" section above for additional information related to transactions with Arc Home, which are excluded from the table below.
Date Transaction Fair Value (1) Pricing Methodology
June 2025 Purchase of Re/Non-Performing Securities (2) $ 0.1 Third party pricing vendors (3)
(1) As of the transaction date.
(2) The Company purchased an additional interest in certain re/non-performing securities which are recorded within the “Investments in debt and equity of affiliates” line item on the consolidated balance sheets.
(3) Pricing was based on valuations prepared by third-party pricing vendors in accordance with the Company's policy.
11. Equity
Stock repurchase programs
On August 3, 2022, the Company's Board of Directors authorized a stock repurchase program (the "2022 Repurchase Program") to repurchase up to $ 15.0 million of the Company’s outstanding common stock. The 2022 Repurchase Program does not have an expiration date and permits the Company to repurchase its shares through various methods, including open market repurchases, privately negotiated block transactions and Rule 10b5-1 plans. The Company may repurchase shares of its common stock from time to time in compliance with SEC regulations and other legal requirements. The extent to which the Company repurchases its shares, and the timing, manner, price, and amount of any such repurchases, will depend upon a variety of factors including market conditions and other corporate considerations as determined by the Company’s management, as well as the limits of the 2022 Repurchase Program and the Company's liquidity and business strategy. The 2022 Repurchase Program does not obligate the Company to acquire any particular amount of shares and may be modified or discontinued at any time. As of June 30, 2025, approximately $ 1.5 million of common stock remained authorized for future share repurchases under the 2022 Repurchase Program. There were no repurchases during the three and six months ended June 30, 2025 and 2024.
On May 4, 2023, the Company's Board of Directors authorized a stock repurchase program (the "2023 Repurchase Program") to repurchase up to $ 15.0 million of the Company’s outstanding common stock on substantially the same terms as the 2022 Repurchase Program. As of June 30, 2025, the full $ 15.0 million authorized amount remains available for repurchase under the 2023 Repurchase Program. This authorization is in addition to the amount remaining under the 2022 Repurchase Program.
On February 22, 2021, the Company's Board of Directors authorized a stock repurchase program (the "Preferred Repurchase Program") pursuant to which the Company's Board of Directors granted a repurchase authorization to acquire shares of the Company's 8.25 % Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock"), 8.00 % Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock"), and 8.000 % Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") having an aggregate value of up to $ 20.0 million. No share repurchases under the Preferred Repurchase Program have been made since its authorization.
Shares of stock repurchased by the Company under any repurchase program, if any, will be cancelled and, until reissued by the Company, will be deemed to be authorized but unissued shares of its stock as required by Maryland law. The cost of the acquisition by the Company of shares of its own stock in excess of the aggregate par value of the shares first reduces additional paid-in capital, to the extent available, with any residual cost applied against retained earnings.
Restricted stock grants
Equity Incentive Plans
Effective April 15, 2020 upon the approval of the Company's stockholders at its 2020 annual meeting of stockholders, the Company's 2020 Equity Incentive Plan (the "2020 Equity Incentive Plan") provided for a maximum of 666,666 shares of common stock to be issued.
36
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
Under the 2020 Equity Incentive Plan, the Company granted an aggregate of 285,825 shares of restricted common stock to its independent directors, all of which have vested.
On December 6, 2023, in connection with the WMC acquisition, the Company granted an aggregate 25,962 restricted stock units to the Company's two independent directors added to the Company's Board of Directors who previously served on WMC's board of directors, all of which have vested. Through May 5, 2025, the two independent directors have also been granted an aggregate of 4,098 dividend equivalent units, all of which have vested. These restricted stock units and associated dividend equivalent units will be settled in shares of the Company's common stock upon each independent director's separation from service with the Company. On May 5, 2025, 15,030 restricted stock units and dividend equivalent units previously issued under the 2020 Equity Incentive Plan were settled for shares of the Company’s common stock, on a one-for-one basis, in connection with an independent director no longer serving on the Company’s Board of Directors as of May 5, 2025.
On May 5, 2025, following approval by stockholders at the Company’s annual stockholders meeting, the Company’s 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”) became effective. The maximum number of shares of the Company’s common stock that may be issued under the 2025 Equity Incentive Plan is 800,000 shares of common stock, plus 220,781 shares of common stock (which reflects the number of shares that remained available for issuance under the 2020 Equity Incentive Plan as of May 4, 2025), plus 130,000 shares of common stock that remain subject to outstanding awards under the 2020 Equity Incentive Plan but only to the extent that such shares become forfeited or otherwise lapse. As a result of the adoption of the 2025 Equity Incentive Plan, no additional awards will be granted under the 2020 Equity Incentive Plan (although awards previously made under the 2020 Equity Incentive Plan will remain in effect subject to the terms of the 2020 Equity Incentive Plan and the applicable award agreement). As of June 30, 2025, there were no shares or awards issued under the 2025 Equity Incentive Plan.
Manager Equity Incentive Plans
Following approval of the Company's stockholders at its 2021 annual meeting of stockholders, the AG Mortgage Investment Trust, Inc. 2021 Manager Equity Incentive Plan (the "2021 Manager Plan") became effective on April 7, 2021 and provides for a maximum of 573,425 shares of common stock that may be subject to awards thereunder to the Manager. As of June 30, 2025, there were no shares or awards issued under the 2021 Manager Plan. Following the execution of the Third Amendment to the management agreement in November 2021 related to the incentive fee, the Company's compensation committee no longer expects to continue its historical practice of making periodic equity grants to the Manager pursuant to the 2021 Manager Plan.
Director compensation
As of June 30, 2025, the Company's Board of Directors consisted of four independent directors. The annual base director's fee for each independent director is $ 150,000 , $ 70,000 of which is payable on a quarterly basis in cash and $ 80,000 of which is payable on a quarterly basis in shares of restricted common stock. The number of shares of restricted common stock to be issued each quarter to each independent director is determined based on the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on the last trading day of each fiscal quarter. To the extent that any fractional shares would otherwise be issuable and payable to each independent director, a cash payment is made to each independent director in lieu of any fractional shares. All directors’ fees are paid pro rata (and restricted common stock grants determined) on a quarterly basis in arrears, and shares issued are fully vested and non-forfeitable. These shares may not be sold or transferred by such director during the time of their service as an independent member of the Company’s Board of Directors.
In addition to the annual base director's fee, the non-executive chair of the Company's Board of Directors receives an annual fee of $ 60,000 , of which $ 30,000 is payable in cash and $ 30,000 is payable in shares of restricted common stock, the chair of the Audit Committee receives an annual fee of $ 25,000 , and the chairs of the Compensation and Nominating and Corporate Governance Committees each receive an annual fee of $ 10,000 .
Equity distribution agreements
The Company has entered into separate equity distribution agreements (the "2024 Equity Distribution Agreements") with each of BTIG, LLC, JonesTrading Institutional Services LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. (collectively, the "2024 Sales Agents"), pursuant to which the Company may sell up to $ 75.0 million aggregate offering price of shares of its common stock from time to time through an "at-the-market" equity offering program under which the 2024 Sales Agents will act as sales agent. Prior to entering into the 2024 Equity Distribution Agreements, effective November 6, 2024, the Company terminated the equity distribution agreements related to its prior at-the-market program (the "Equity Distribution Agreements").
37
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
At the time of such termination, $ 51.7 million remained unsold under the prior program. The Company did no t issue any shares of common stock under any of its equity distribution agreements then in effect during the three and six months ended June 30, 2025 and 2024.
Shelf registration statement
On March 26, 2024, the Company filed a new shelf registration statement, registering up to $ 1.0 billion of its securities, including capital stock (the "2024 Registration Statement"). The 2024 Registration Statement was declared effective on April 9, 2024 and will generally remain effective for three years . Upon effectiveness of the 2024 Registration Statement, the Company's previous S-3 registration statement filed in 2021 was terminated.
Preferred stock
The Company is authorized to designate and issue up to 50.0 million shares of preferred stock, par value $ 0.01 per share, in one or more classes or series. As of June 30, 2025 and December 31, 2024, there were 1.7 million, 3.7 million, and 3.7 million of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, respectively, issued and outstanding.
The following table includes a summary of preferred stock issued and outstanding as of June 30, 2025 ($ and shares in thousands).
Preferred Stock Series Issuance Date Shares Outstanding Carrying Value Aggregate Liquidation Preference (1) Optional Redemption
Date (2) Rate (3)
Series A Preferred Stock August 3, 2012 1,663 $ 40,110 $ 41,580 August 3, 2017 8.25 %
Series B Preferred Stock September 27, 2012 3,728 90,187 93,191 September 17, 2017 8.00 %
Series C Preferred Stock September 17, 2019 3,729 90,175 93,220 September 17, 2024 (4)
Total 9,120 $ 220,472 $ 227,991
(1) The Company's Preferred Stock has a liquidation preference of $ 25.00 per share.
(2) Shares have no stated maturity and are not subject to any sinking fund or mandatory redemption. Shares of the Company’s Preferred Stock are redeemable at $ 25.00 per share plus accumulated and unpaid dividends (whether or not declared) exclusively at the Company’s option.
(3) Dividends are payable quarterly in arrears on the 17th day of each March, June, September, and December and holders are entitled to receive cumulative cash dividends at the respective stated rate per annum before holders of common stock are entitled to receive any cash dividends.
(4) The initial dividend rate for the Series C Preferred Stock, from and including the date of original issue to, but not including, September 17, 2024, was 8.000 % per annum of the $ 25.00 per share liquidation preference. On and after September 17, 2024, dividends on the Series C Preferred Stock accumulate at a percentage of the $ 25.00 liquidation preference equal to an annual floating rate of the three-month CME Term SOFR (plus a tenor spread adjustment of 0.26161 %) plus a spread of 6.476 %. Pursuant to the terms of the Series C Preferred Stock, the Company has appointed a calculation agent to determine the floating rate. The calculation agent may also implement changes to the business day convention, the definition of business day, the dividend determination date, and any method for obtaining the substitute or successor base rate if such rate is unavailable on the relevant business day, in a manner that is consistent with industry accepted practices.
The Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock generally do not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive). Under such circumstances, holders of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock voting together as a single class with the holders of all other classes or series of its preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board of Directors until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of any series of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of the series of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock whose terms are being changed.
38
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
12. Commitments and Contingencies
From time to time, the Company may become involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2025, the Company was not involved in any material legal proceedings.
The below table details the Company's outstanding commitments as of June 30, 2025 (in thousands).
Commitment type Date of Commitment Total Commitment Funded Commitment Remaining Commitment
Agency-Eligible Loans (1) Various $ 70,467 $ — $ 70,467
Home Equity Loans (2) Various 326,930 301,680 25,250
Total $ 397,397 $ 301,680 $ 95,717
(1) The Company entered into commitments to acquire certain loans which have not yet settled as of June 30, 2025. The total commitment amount represents the agreed upon purchase price of any outstanding unpaid principal balance the Company has committed to purchase. The total commitment to purchase Agency-Eligible Loans includes $ 58.7 million related to Loan Purchase Commitments with third parties and $ 11.7 million related to Forward Purchase Commitments with Arc Home. Refer to Note 10 "Transactions with affiliates" for more information related to Forward Purchase Commitments with Arc Home.
(2) Represents the undrawn portion of a borrowers' home equity line of credit.
13. Segment Reporting
The Company operates its business as a single operating and reportable segment, Loans and Securities, as its business focuses on acquiring, investing in and financing residential mortgage-related assets in the U.S. mortgage market. The Company’s investment activities primarily include acquiring and securitizing newly-originated residential mortgage loans within the non-agency segment of the housing market. The Company obtains its residential mortgage loans through Arc Home or through other third-party origination partners. The Company finances its acquired loans through various financing lines on a short-term basis and utilizes TPG Angelo Gordon’s proprietary securitization platform to secure long-term, non-recourse, non-mark-to-market financing as market conditions permit.
The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM manages the business and reviews financial information presented on a consolidated basis. The CODM uses consolidated net income reported on the consolidated statements of operations as the primary measure to make resource allocation decisions and evaluate the performance of the Company. Operating expenses include management fees, non-investment related expenses, investment related expenses and transaction related expenses. The CODM is regularly provided operating expenses as presented on the consolidated statements of operations when evaluating the Company’s net income. There is no difference between segment assets and total consolidated assets as presented on the consolidated balance sheets. As the Company operates as a single segment, the accounting policies utilized by the segment are consistent with those included in the consolidated financial statements here within.
14. Subsequent Events
The Company announced that on July 31, 2025, its Board of Directors declared third quarter 2025 preferred stock dividends on its Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock in the amount of $ 0.51563 , $ 0.50 and $ 0.706042 per share, respectively. The dividends will be paid on September 17, 2025 to holders of record on August 29, 2025.
Financing Activity
On July 10, 2025, the Company co-sponsored a rated Non-Agency securitization, in which Home Equity Loans with a total unpaid principal balance of $ 301.3 million were securitized, converting recourse financing with mark-to-market margin calls to non-recourse financing without mark-to-market margin calls.
On July 18, 2025, the Company paid off certain fixed-rate long-term financing arrangements which had an outstanding unpaid principal balance and accrued interest payable of $ 43.8 million. The financing was collateralized by certain of the Company's retained interests in securitizations acquired from WMC. The Company pledged these assets under a recourse financing arrangement with mark-to-market margin calls with a balance of $ 82.9 million, providing the Company with net proceeds of $ 39.1 million.
39
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2025
On July 29, 2025, the Company co-sponsored a rated Non-Agency securitization, in which Home Equity Loans with a total unpaid principal balance of $ 647.0 million were securitized.
Acquisition of Additional Interest in AG Arc
On August 1, 2025, the Company purchased an additional 21.4 % interest in AG Arc from certain private funds managed by TPG Angelo Gordon. In connection with the acquisition, the Company issued 2,027,676 restricted shares of the Company’s common stock as consideration. Upon closing of the transaction on August 1, 2025 and giving effect to the Company’s acquisition of the additional 21.4 % interest, the Company has an approximate 66.0 % interest in AG Arc. Refer to “Item 5. Other Information” for additional information related to the transaction.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.