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

Rhea-AI Filing Summary

AG Mortgage Investment Trust, Inc. (MITT) – Form 4 Insider Transaction

Director Debra Ann Hess reported receiving 3,613 shares of common stock on 07/01/2025 under the company’s independent-director compensation policy. The shares are fully vested but may not be sold or transferred while she serves on the board. After this grant, Hess now beneficially owns 79,476 MITT shares, held directly. The transaction price is recorded as $0, reflecting a non-cash equity award rather than an open-market purchase.

Positive

• Director’s stake rises to 79,476 shares, modestly increasing alignment with shareholders.
• Grant follows MITT’s independent-director compensation policy, reinforcing a governance practice that ties remuneration to equity performance.

Negative

• Shares were awarded at no cost, so the grant lacks the conviction signal of a cash-financed open-market purchase.
• Although fully vested, the shares are restricted from sale during board tenure, limiting immediate liquidity and market signaling.

Insights

Securities Analyst

TL;DR: Routine director share grant; neutral market impact.

The filing documents a standard equity retainer for an independent director, increasing Debra Hess’s direct holdings by 3,613 shares to 79,476. Because the award is compensation-related and cost-free, it carries limited signaling value compared with an open-market purchase financed with personal funds. Still, a larger ownership stake modestly aligns director and shareholder interests. No immediate financial ramifications for MITT are indicated.

Corporate Governance Expert

TL;DR: Equity retainer reinforces alignment but is restricted from sale.

MITT continues to compensate its independent directors with stock, a practice that encourages long-term focus. The restriction on transfers during board service prevents quick monetization, further aligning incentives. However, because the shares were not purchased on the open market, the grant should not be interpreted as an explicit vote of confidence in current valuation. Overall governance impact is positive but incremental.

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^*

Hurley Dianne

(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)	52,156	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 Dianne Hurley	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 MITT shares did Director Debra Hess receive?

She was granted 3,613 shares of AG Mortgage Investment Trust common stock.

What is Debra Hess’s total beneficial ownership after the transaction?

Her holdings increased to 79,476 MITT shares held directly.

Was the share grant an open-market purchase?

No. The shares were awarded as compensation at a recorded price of $0, not bought on the open market.

Are the granted shares restricted?

Yes. They are fully vested but cannot be sold or transferred while she serves on the Board.

Does this Form 4 indicate insider confidence in MITT’s stock?

Because the shares were not purchased with personal funds, the filing is generally viewed as neutral in signaling rather than a bullish purchase.