OTHER INFORMATION.
−Removed: Acquisition of Additional Interest in AG Arc, LLC (“AG Arc”)
−Removed: On August 1, 2025, we entered into an exchange agreement to acquire an additional 21.385% interest in AG Arc, from certain private funds (the “Holders”) managed by TPG Angelo Gordon (the “Arc Acquisition”).
−Removed: In connection with the Arc Acquisition, we issued 2,027,676 restricted shares (the “Shares”) of our common stock as consideration to the Holders.
−Removed: The Shares were issued in a private placement agreement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
−Removed: Upon closing of the Arc Acquisition on August 1, 2025 and giving effect to our acquisition of the additional 21.385% interest, we have an approximate 66.0% interest in AG Arc.
−Removed: Registration Rights Agreement
−Removed: In connection with the Arc Acquisition, on August 1, 2025, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Holders, pursuant to which we granted the Holders certain registration rights with respect to the Shares.
−Removed: As soon as reasonably practicable and no later than 60 days after the closing of the Arc Acquisition, we have agreed to file a resale shelf registration statement on Form S-3 (or other forms as may be appropriate and available), registering the resale of all the Shares held by the Holders (the “Resale Shelf”).
−Removed: Following the initial effectiveness of the Resale Shelf, we are required to use our reasonable best efforts to maintain such effectiveness continuously until the date on which there are no longer any “Registrable Shares”, as defined in the Registration Rights Agreement.
−Removed: The Registration Rights Agreement contains customary “blackout” and similar provisions, as well as customary provisions related to indemnification and contribution.
−Removed: The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
−Removed: Unregistered Sale of Equity Securities
−Removed: The information set forth above under “ Acquisition of Additional Interest in AG Arc LLC ” is incorporated herein by reference.
Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Amendment No.
22 unchanged sentences
Registration Rights Agreement, dated August 1, 2025, by and among AG Mortgage Investment Trust, Inc.
−Removed: and the Holders as defined therein .
−Removed: AG Mortgage Investment Trust, Inc.
−Removed: 2025 Equity Incentive Plan (attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7 , 2025).
+Added: and the Holders as defined therein, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 5, 2025.
Certification of Thomas J.
18 unchanged sentences
AG MORTGAGE INVESTMENT TRUST, INC.
−Removed: August 5, 2025 By:
+Added: November 7, 2025 By:
/s/ THOMAS J.
Chief Executive Officer and President (principal executive officer)
−Removed: August 5, 2025 By:
+Added: November 7, 2025 By:
/s/ ANTHONY W.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.