Q - AG Mortgage Investment Trust,

Acquisition of Additional Interest in AG Arc, LLC (“AG Arc”)

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”). In connection with the Arc Acquisition, we issued 2,027,676 restricted shares (the “Shares”) of our common stock as consideration to the Holders. 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. 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.

Registration Rights Agreement

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.

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”). 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.

The Registration Rights Agreement contains customary “blackout” and similar provisions, as well as customary provisions related to indemnification and contribution.

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.

Unregistered Sale of Equity Securities

The information set forth above under “Acquisition of Additional Interest in AG Arc LLC” is incorporated herein by reference.