[Form 4] AG MORTGAGE INVESTMENT TRUST, INC. Insider Trading Activity

Rhea-AI Filing Summary

ZoomInfo Technologies Inc. (ticker ZI) filed a Form 4 on 07/02/2025 revealing that HSKB Funds II, LLC, a 10% owner, executed one insider transaction on 07/01/2025.

• Transaction details: 13,910 shares of common stock were distributed under transaction code “J,” which covers non-market, company-related transfers. The stated price was $0, confirming no open-market sale.
• Purpose: Footnote (1) clarifies the distribution went to ZoomInfo employees (with some shares sold to cover their tax obligations).
• Post-transaction holding: HSKB Funds II directly owns 479,306 shares, down from 493,216 prior to the transfer—an ownership reduction of roughly 2.8%.
• Implications: Because the move is an internal equity allocation rather than a cash sale, it carries limited signalling value for outside investors and has negligible impact on market float or insider sentiment.

Positive

• Employee equity distribution reinforces incentive alignment without open-market dilution or cash sale.
• Transparent disclosure via timely Form 4 filing upholds governance best practices.

Negative

• Minor reduction in insider ownership (-13,910 shares) could be viewed as a slight decrease in alignment, though immaterial.

Insights

Securities Analyst

TL;DR – Internal share distribution; neutral signal, negligible market impact.

The Form 4 shows a modest 13,910-share disposition (≈2.8% of the reporting person’s stake) coded “J,” meaning it is an administrative transfer, not an open-market sale. The $0 price and accompanying footnote confirm the shares moved to employees to settle tax liabilities. Remaining ownership of 479,306 shares keeps HSKB Funds II comfortably above the 10% threshold. Because no cash changed hands and the shares stay within the corporate ecosystem, the filing should not materially affect valuation or investor perception. I rate the impact neutral (0).

Corporate Governance Expert

TL;DR – Governance-friendly employee equity allocation; no red flags.

The transfer supports ZoomInfo’s equity-based compensation while maintaining transparency through timely Form 4 disclosure. The internal nature, zero consideration, and small relative size mitigate concerns about insider confidence. The action aligns with best practices for employee incentive structures and does not trigger governance alarms. Overall impact: neutral (0).

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jozoff Matthew

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AG Mortgage Investment Trust, Inc. [ MITT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		A		2,628	A	$0(1)	79,355	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares were granted to the reporting person in accordance with the Issuer's independent director compensation policy. The restricted shares are fully vested, but may not be sold or transferred during the reporting person's term of service on the Issuer's Board of Directors.

Remarks:

	/s/ Jenny B. Neslin, Attorney-in-Fact for Matthew Jozoff	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many ZoomInfo (ZI) shares did HSKB Funds II dispose of?

The Form 4 reports a disposition of 13,910 common shares on 07/01/2025.

What does transaction code "J" signify in the filing?

Code "J" denotes other, non-market transactions; here it reflects an internal distribution to employees.

How many ZoomInfo shares does the reporting person hold after the transaction?

HSKB Funds II now holds 479,306 shares directly.

Was the share transfer an open-market sale?

No. The shares were distributed at $0 to employees; no open-market sale occurred.

Does HSKB Funds II remain a 10% owner after the transaction?

Yes. The filing still lists the reporting person as a 10% owner of ZoomInfo.