SCHEDULE: TPG Affiliates Boost Stake in AG Mortgage Trust to 7.3%

TPG GP A, along with James G. Coulter and Jon Winkelried, disclosed a 7.3% beneficial ownership in AG Mortgage Investment Trust, Inc. following an acquisition and existing holdings.

Summary

• TPG GP A, James G. Coulter, and Jon Winkelried (Reporting Persons) collectively beneficially own 2,315,966 shares of AG Mortgage Investment Trust, Inc. Common Stock.
• This represents approximately 7.3% of the Issuer's 31,732,431 outstanding shares as of August 1, 2025.
• The shares were acquired through Angelo Gordon's ordinary course of business (investment and management compensation) and as consideration for the Issuer's acquisition of approximately 20.4% common LLC interests in AG ARC LLC from Accounts managed by Angelo Gordon on August 1, 2025.
• Angelo Gordon is affiliated with AG REIT Management LLC, the Issuer's external manager.
• A Registration Rights Agreement was established on August 1, 2025, requiring the Issuer to file a resale registration statement for the Accounts' shares within 60 days of the acquisition.

Sentiment

Score: 6

Explanation: The filing indicates a significant, albeit not controlling, stake by a major investment firm, which can be seen as a vote of confidence. However, the explicit mention of the Reporting Persons' right to review their position and potentially seek to influence control introduces an element of uncertainty and potential future strategic shifts, which could be positive or negative depending on the outcome. The related party transaction aspect is neutral but warrants attention.

Positives

• Increased stake by a significant investment firm (TPG/Angelo Gordon) may signal confidence in the Issuer's long-term prospects.
• The acquisition of AG ARC LLC interests could be strategically beneficial for the Issuer, though specific details are not provided in this filing.
• The Registration Rights Agreement facilitates liquidity for the Accounts, which could be seen as a positive for those specific investors.

Negatives

• The filing indicates that the Reporting Persons may, at any time, review or reconsider their position and/or change their purpose, potentially leading to actions like disposing of securities or influencing control, which could introduce uncertainty.
• The potential for the Reporting Persons to suggest or take positions on changes to operations, management, or capital structure could imply future disagreements or strategic shifts.

Risks

• The Reporting Persons may seek to influence control of the Issuer, potentially leading to changes in operations, management, or capital structure.
• Future actions by the Reporting Persons could include acquiring additional securities, disposing of securities, or engaging in extraordinary corporate transactions (merger, reorganization, liquidation).
• There is a possibility of changes to the Issuer's board of directors or management, including the number or term of directors or filling vacancies.
• The Reporting Persons may seek to materially change the Issuer's capitalization or dividend policy.
• Potential changes to the Issuer's business or corporate structure, or amendments to its certificate of incorporation or bylaws, could impede acquisition of control by other persons.
• The Reporting Persons could take actions leading to delisting from a national securities exchange or termination of registration.

Future Outlook

The Reporting Persons may, at any time, review or reconsider their position and/or change their purpose regarding AG Mortgage Investment Trust, Inc. This could lead to formulating plans or proposals related to acquiring or disposing of securities, engaging in extraordinary corporate transactions, changing the board or management, altering capitalization or dividend policy, or modifying the Issuer's business or corporate structure. The Issuer is also required to file a resale registration statement for the Accounts' shares within 60 days of the August 1, 2025 acquisition.

Management Comments

• Messrs. Coulter and Winkelried disclaim beneficial ownership of the shares of Common Stock held by Angelo Gordon and in the Accounts except to the extent of their pecuniary interest therein.
• Except to the extent that the foregoing relationship [Angelo Gordon's affiliation with the Issuer's external manager] may be deemed to constitute purpose or effect of influencing control of the Issuer under the Act, none of the Reporting Persons has any purpose or effect of influencing control of the Issuer.

Industry Context

This filing highlights a significant ownership stake by TPG-affiliated entities in a mortgage REIT. Such filings are common in the investment management industry, where large funds or their affiliates take substantial positions in publicly traded companies, often with an eye towards long-term investment or potential strategic influence. The relationship between Angelo Gordon and AG Mortgage Investment Trust, Inc. through the external manager (AG REIT Management LLC) is a common structure in the REIT sector, where external management agreements are prevalent.

Comparison to Industry Standards

• The 7.3% stake is a notable position, indicating a significant, but not controlling, interest. For comparison, activist investors often seek stakes above 5% to trigger Schedule 13D filings and gain influence, with some aiming for 10% or more to exert stronger pressure.
• The structure where an investment manager (Angelo Gordon) is affiliated with the external manager of a REIT (AG REIT Management LLC) is a common model in the mortgage REIT industry, exemplified by companies like Starwood Property Trust (managed by Starwood Capital Group) or Ladder Capital (internally managed but with strong institutional backing). This structure can align interests but also raises potential conflicts of interest.
• The acquisition of interests in AG ARC LLC by the Issuer, with shares as consideration, is a typical transaction for REITs looking to expand their asset base or consolidate related operations.

Corporate Governance

Related Party Transactions

• The Issuer acquired approximately 20.4% common LLC interests in AG ARC LLC from Accounts managed by Angelo Gordon, an affiliate of AG REIT Management LLC, which is the Issuer's external manager. The consideration for this acquisition included shares of the Issuer's Common Stock.

Stakeholder Impact

• Shareholders: The increased stake by TPG/Angelo Gordon could be viewed positively as a sign of institutional confidence, but the potential for future activist actions or strategic shifts by the Reporting Persons introduces uncertainty. The resale registration statement facilitates liquidity for the Accounts, which could lead to more shares becoming available for trading.
• Management/Board: The explicit statement that Reporting Persons may seek to influence control, including changes to management or the board, could create pressure or uncertainty for current leadership.
• Employees: No direct impact mentioned, but significant corporate or management changes could indirectly affect employees.

Next Steps

• The Issuer is required to file a resale registration statement on behalf of the Accounts as soon as practicable, but no later than 60 days after August 1, 2025.
• The Reporting Persons may, at any time, review or reconsider their position and/or change their purpose, potentially leading to future actions regarding the Issuer's operations, management, or capital structure.

Key Dates

Recommendation

The filing indicates a significant, but not controlling, stake by a reputable investment firm with existing ties to the Issuer's management. While this suggests a degree of confidence, the explicit mention of potential future actions to influence control introduces uncertainty. Investors should hold to observe how the relationship evolves and whether any strategic changes are proposed, as these could significantly impact the company's future performance. The related party transaction is noted but its full financial impact is not detailed in this filing.

Keywords

AG Mortgage Investment Trust, TPG, Angelo Gordon, Schedule 13D, Beneficial Ownership, Real Estate Investment Trust, REIT, Mortgage REIT, Investment Management, Corporate Governance, Shareholder Activism, AGM, AG Mortgage