26 unchanged sentences
Equity Incentive Plan
−Removed: Effective on April 15, 2020 upon the approval of the Company's stockholders at its 2020 annual meeting of stockholders, the 2020 Equity Incentive Plan provides for a maximum of 666,666 shares of common stock to be issued.
−Removed: As of December 31, 2024, 259,010 shares of common stock were available to be awarded under the 2020 Equity Incentive Plan.
+Added: 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.
+Added: 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 equity incentive plan approved in 2020 (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.
+Added: 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).
+Added: Since inception of the 2025 Equity Incentive Plan and through December 31, 2025, the Company has granted an aggregate 25,401 shares of restricted common stock and 870 dividend equivalent units to its independent directors, all of which have vested.
+Added: As of December 31, 2025, there were 994,510 remaining shares available to be issued under the 2025 Equity Incentive Plan.
Manager Equity Incentive Plan
23 unchanged sentences
All consolidated financial statement schedules have been omitted because they are either inapplicable or not deemed material, or the information required is provided in our Financial Statements and Notes thereto, included in Part II, Item 8, of Annual Report on Form 10-K.
−Removed: Agreement and Plan of Merger, dated as of August 8, 2023, by and among AG Mortgage Investment Trust, Inc., AGMIT Merger Sub, LLC, Western Asset Mortgage Capital Corporation and, solely for the limited purposes set forth therein, AG REIT Management, LLC, incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 9, 2023.
Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Amendment No.
1 unchanged sentence
Articles of Amendment to Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2017.
−Removed: Amended and Restated Bylaws of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 8, 2022.
+Added: Amended and Restated Bylaws of TPG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2025.
Articles Supplementary of 8.25% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 2, 2012.
3 unchanged sentences
Articles of Amendment of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 27, 2021.
+Added: Articles of Amendment of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2025.
Specimen Common Stock Certificate of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Securities and Exchange Commission on May 7, 2021
27 unchanged sentences
AG Mortgage Investment Trust, Inc.
+Added: 2025 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on May 7, 2025.
+Added: AG Mortgage Investment Trust, Inc.
2021 Manager Equity Incentive Plan, incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on August 3, 2021.
1 unchanged sentence
2020 Equity Incentive Plan, dated as of April 15, 2020, incorporated by reference to Exhibit 10.60 on the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the Securities and Exchange Commission on August 8, 2020.
−Removed: AG Mortgage Investment Trust, Inc.
+Added: Registration Rights Agreement, dated as of August 1, 2025, by and among AG Mortgage Investment Trust, Inc.
+Added: and the Holders as defined therein, incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 5, 2025.
+Added: TPG Mortgage Investment Trust, Inc.
Amended and Restated Insider Trading Policy.
1 unchanged sentence
Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP.
−Removed: Consent of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP.
24.1* Power of Attorney (included on the signature page).
9 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: AG Mortgage Investment Trust, Inc.
−Removed: Clawback Policy, dated as of December 1, 2023, incorporated by reference to Exhibit 97.1 on the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 11, 2024.
+Added: TPG Mortgage Investment Trust, Inc.
+Added: Clawback Policy
101.INS XBRL Instance Document
9 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: AG MORTGAGE INVESTMENT TRUST, INC.
−Removed: March 4, 2025 By:
+Added: TPG MORTGAGE INVESTMENT TRUST, INC.
+Added: February 25, 2026 By:
/s/ THOMAS J.
6 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below on behalf of the Registrant in the capacities and on the dates indicated.
−Removed: March 4, 2025 By:
+Added: February 25, 2026 By:
/s/ THOMAS J.
Director, Chief Executive Officer and President (Principal Executive Officer)
−Removed: March 4, 2025 By:
+Added: February 25, 2026 By:
/s/ ANTHONY W.
1 unchanged sentence
Officer and Principal Accounting Officer)
−Removed: March 4, 2025 By:
+Added: February 25, 2026 By:
/s/ NICHOLAS SMITH
1 unchanged sentence
Director, Chief Investment Officer
−Removed: March 4, 2025 By:
+Added: February 25, 2026 By:
/s/ DEBRA HESS
Non-Executive Chair, Director
−Removed: March 4, 2025 By:
−Removed: /s/ PETER LINNEMAN
−Removed: Peter Linneman
−Removed: March 4, 2025 By:
+Added: February 25, 2026 By:
/s/ DIANNE HURLEY
Dianne Hurley
−Removed: March 4, 2025 By:
+Added: February 25, 2026 By:
/s/ MATTHEW JOZOFF
Matthew Jozoff
−Removed: March 4, 2025 By:
+Added: February 25, 2026 By:
CHRISTIAN MITCHELL
Christian Mitchell
−Removed: March 4, 2025 By:
−Removed: /s/ LISA QUATEMAN
−Removed: Lisa Quateman
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.