SEC Form 8-A12B filed by AG Mortgage Investment Trust Inc.

5/15/24 8:58:03 AM ET

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8-A12B 1 mitt-form8xa5x15x24.htm 8-A12B Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

AG Mortgage Investment Trust, Inc.

(Exact name of registrant as specified in its charter)


Maryland						27-5254382
(State of incorporation or organization)						(IRS Employer Identification No.)

245 Park Avenue, 26th Floor New York, New York						10167
(Address of principal executive offices)						(Zip Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class to be so registered						Name of each exchange on which each class is to be registered
9.500% Senior Notes due 2029						New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates:

333-278243

Securities to be registered pursuant to Section 12(g) of the Act:

None.

Securities to be registered pursuant to Section 12(g) of the Act: None.


Item 1.			Description of Registrant’s Securities to be Registered

AG Mortgage Investment Trust, Inc. (the “Registrant”) has filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement dated May 8, 2024 (the “Prospectus Supplement”) to the prospectus dated April 9, 2024 (the “Base Prospectus” and, collectively with the Prospectus Supplement, the “Prospectus”) contained in the Registrant’s effective Registration Statement on Form S-3 (Registration No. 333-278243), relating to the Registrant’s 9.500% Senior Notes due 2029 (the “Notes”) to be registered hereunder.

The information required by this item is incorporated by reference to the information contained and incorporated by reference in the sections captioned “Description of the Notes” and “Description of Debt Securities” in the Prospectus.


Item 2.			Exhibits


Exhibit No.						Description

3.1						Articles of Amendment and Restatement of the Registrant, incorporated by reference to Exhibit 3.1 of Amendment No. 2 to the Registrant’s Registration Statement on Form S-11, filed with the Securities and Exchange Commission on April 18, 2011 (“Pre-Effective Amendment No. 2”).

3.2						Articles of Amendment to the Articles of Amendment and Restatement of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2017.

3.3						Articles Supplementary designating the 8.25% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 2, 2012.

3.4						Articles Supplementary designating the 8.00% Series B Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 24, 2012.

3.5						Articles Supplementary of 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.5 of the Registrant’s Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on September 16, 2019.

3.6						Articles of Amendment of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 27, 2021.

3.7						Articles of Amendment of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 27, 2021.

3.8						Specimen Common Stock Certificate of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 4.1 of the Registrant'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.

3.9						Specimen 8.25% Series A Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 2, 2012.

3.10						Specimen 8.00% Series B Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 24, 2012.

3.11						Specimen 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 3.9 of the Registrant's Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on September 16, 2019.

3.12						Amended and Restated Bylaws of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.3 of the Registrant'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.

4.1						Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.5 of the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 11, 2024.



4.2						Indenture, dated January 26, 2024, between the Registrant and U.S. Bank Trust Company, National Association, as Trustee, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on January 26, 2024.

4.3						First Supplemental Indenture, dated January 26, 2024, between the Registrant and U.S. Bank Trust Company, National Association, as Trustee , incorporated by reference to Exhibit 4.3 o f the Registrant’s Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on January 26, 2024.

4.4†						Second Supplemental Indenture, dated May 15 , 2024, between the Registrant and U.S. Bank Trust Company, National Association, as Trustee.

4.5						Form of 9.500% Senior Notes Due 2029 , incorporated by reference to Exhibit A attached to Exhibit 4.3 of the Registrant's Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on January 26, 2024 .

4.6†						Form of 9.500 % Senior Notes due 2029 (attached as Exhibit A to the Second Supplemental Indenture, filed as Exhibit 4.4 hereto).


†			Filed herewith.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.


	AG MORTGAGE INVESTMENT TRUST, INC.

Date: May 15, 2024	By:	/s/ JENNY B. NESLIN
		Name: Jenny B. Neslin
		Title: General Counsel and Secretary

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Date	Price Target	Rating	Analyst
7/26/2024	$9.00	Overweight	Piper Sandler
12/6/2023	$7.00	Buy	UBS
1/9/2023	$7.00	Underperform → Neutral	Credit Suisse
7/18/2022	$8.50	Outperform → Mkt Perform	Keefe Bruyette
11/19/2021	$16.00 → $14.50	Buy	JonesTrading
11/10/2021	$13.50 → $14.50	Market Outperform	JMP Securities
11/8/2021		Sell → Neutral	BTIG
10/11/2021		Market Perform → Outperform	Keefe, Bruyette & Woods

SEC Form 8-A12B filed by AG Mortgage Investment Trust Inc.

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