Cherry Hill Mortgage (CHMI) agrees stock-and-cash sale to TPG Mortgage Investment Trust
Rhea-AI Filing Summary
Cherry Hill Mortgage Investment Corporation (CHMI) has agreed to be acquired by TPG Mortgage Investment Trust, Inc. (MITT) in a stock-and-cash merger valued at approximately $117.5 million. Each CHMI common share will be converted into 0.3063 shares of MITT common stock plus $0.93 in cash, implying $3.10 per CHMI share based on MITT’s August 7, 2026 closing price. This represents a 29% premium to CHMI’s unaffected closing price and a 32% premium to its 30‑day VWAP.
On a pro forma basis, MITT stockholders are expected to own about 73% of the combined company and CHMI stockholders about 27%. CHMI’s Series A and B preferred shares will be exchanged into new MITT Series D and E preferred shares with substantially similar rights. The transaction, unanimously approved by both boards, is targeted to close in the fourth quarter of 2026, subject to stockholder approvals, regulatory clearances, NYSE listing of new MITT securities, effectiveness of an S‑4 registration statement, and other customary conditions.
The merger agreement includes reciprocal no‑shop covenants with “superior proposal” exceptions and termination rights. Under specified circumstances, CHMI could owe MITT a $4.7 million termination fee, and MITT could owe CHMI $7.99 million. A support agreement with AG MIT, LLC commits its CHMI shares to vote in favor of the merger. The parties intend the company merger to qualify as a tax‑free reorganization under Section 368(a) of the Internal Revenue Code and include covenants to maintain REIT status until closing.
Positive
- All-cash-and-stock consideration at a premium: CHMI stockholders are offered $3.10 per share, a 29% premium to the unaffected CHMI closing price and 32% above the 30‑day VWAP, with a mix of cash and MITT stock.
- Ongoing participation in combined company: CHMI stockholders are expected to own approximately 27% of the combined REIT, allowing them to share in any future benefits of scale, operating efficiencies and earnings accretion described by management.
- Board and management continuity with added CHMI representation: The combined company will retain MITT’s management team while adding two independent CHMI-designated directors to MITT’s board, supporting governance continuity and CHMI stockholder representation.
Negative
- Transaction and execution risk: Closing is contingent on multiple approvals, including CHMI and MITT stockholder votes, regulatory clearances and SEC effectiveness of a Form S‑4, creating uncertainty the deal will be completed as expected.
- Termination fees create break-up cost: Under certain circumstances, CHMI could owe MITT a $4.7 million termination fee and MITT could owe CHMI $7.99 million, which may affect the economics of walking away for either party.
- No-shop covenants limit active solicitation: Reciprocal no‑shop provisions restrict both CHMI and MITT from soliciting competing proposals, though with superior‑proposal exceptions, potentially reducing the likelihood of a topping bid process.
Filing Explained
The agreement would eliminate CHMI as a separate company through a two-step merger, but completion still depends on registration, votes, and regulatory clearance.
The August 9, 2026 agreement is signed but not completed: CHMI’s operating partnership would first merge into CHMI, followed immediately by CHMI merging into MITT’s subsidiary, leaving that subsidiary as the surviving entity and ending CHMI as a separate company.
This Form 8-K reports the merger agreement and related material events. At the filing date, the Form S-4 is a planned filing rather than an effective registration statement, and the companies state that no securities offering will occur before the required registration or qualification.
If the merger closes, MITT has agreed to add two CHMI-designated independent directors to its board. During the interim period, both companies face restrictions on actions including declaring dividends, issuing or repurchasing capital stock, and certain business transactions.
The specified outside termination date is
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Implied transaction value: $117.5 million
Per-share merger consideration: $3.10 per CHMI share
Stock exchange ratio: 0.3063 MITT shares per CHMI share
+5 more
8 metrics
Implied transaction value
$117.5 million
Aggregate implied value of MITT’s acquisition of CHMI
Per-share merger consideration
$3.10 per CHMI share
Based on MITT closing price on August 7, 2026
Stock exchange ratio
0.3063 MITT shares per CHMI share
Fixed exchange ratio for CHMI common stockholders
Cash component per share
$0.93 per CHMI share
Cash portion of consideration to CHMI common stockholders
Premium to CHMI closing price
29%
Premium to CHMI’s unaffected closing price on August 7, 2026
Premium to 30-day VWAP
32%
Premium to CHMI’s 30-day volume weighted average price
Pro forma ownership split
73% MITT / 27% CHMI
Expected ownership of combined company’s equity after closing
Termination fees
$4.7 million / $7.99 million
CHMI fee to MITT and MITT fee to CHMI under certain terminations
Key Terms
Agreement and Plan of Merger, Form S-4, joint proxy statement/prospectus, no-shop provisions, +2 more
6 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger with TPG Mortgage Investment Trust, Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Form S-4 regulatory
"the registration statement on Form S-4 having been declared effective"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
joint proxy statement/prospectus regulatory
"Form S-4 that will contain a joint proxy statement/prospectus"
A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.
no-shop provisions regulatory
"The Merger Agreement provides for reciprocal “no-shop” provisions, which prohibit"
superior proposal financial
"in the event that it receives a bona fide, competing proposal that is, or would reasonably be expected to lead to, a “superior proposal”"
A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.
tax-free reorganization financial
"intended that the Company Merger qualify as a “reorganization” within the meaning of Section 368(a)"
A tax-free reorganization is a corporate restructuring—such as a merger, acquisition, or stock-for-stock exchange—structured so that shareholders do not have to pay immediate income tax on gains from the transaction. Think of it like swapping houses under a rule that lets you avoid a tax bill until you later sell; it matters to investors because it affects the timing of taxes, the adjusted cost basis of their holdings, and the net economic benefit they actually receive from the deal.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the key merger terms for Cherry Hill Mortgage (CHMI) stockholders?
CHMI stockholders will receive 0.3063 MITT shares plus $0.93 in cash per CHMI share. Based on MITT’s August 7, 2026 closing price, the package implies $3.10 per CHMI share, mixing immediate cash with equity in the combined company.
When is the CHMI–MITT merger expected to close and what ownership split is anticipated?
The companies expect to close the merger in the fourth quarter of 2026, subject to customary conditions. After closing, MITT stockholders are expected to own about 73% of the combined company and CHMI stockholders about 27%.
What happens to Cherry Hill Mortgage (CHMI) preferred stock in the merger?
Each CHMI 8.20% Series A and 8.250% Series B preferred share will convert into one newly issued MITT Series D and Series E preferred share, respectively, with rights, preferences, privileges and voting powers substantially the same as the existing CHMI preferreds.
What approvals and conditions must Cherry Hill Mortgage (CHMI) and MITT satisfy for the merger?
Closing requires stockholder approvals at both CHMI and MITT, SEC effectiveness of a Form S‑4, NYSE listing approvals for new MITT securities, specified regulatory approvals, and the accuracy of representations and covenants, among other customary conditions.
Are there termination fees associated with the Cherry Hill Mortgage (CHMI) merger agreement?
Yes. Under certain circumstances, including changes in board recommendations or superior proposals, CHMI may owe MITT a $4.7 million termination fee, while MITT may owe CHMI a $7.99 million termination fee, as outlined in the merger agreement.
How will governance and management change after the Cherry Hill Mortgage (CHMI) merger?
The combined company will continue as TPG Mortgage Investment Trust, Inc., led by MITT’s existing management, including CEO T.J. Durkin. CHMI will designate two independent directors to join MITT’s board, which will have eight directors in total.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2026 (August 9, 2026 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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Commission File Number:
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Item 1.01 |
Entry into a Material Definitive Agreement.
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Agreement and Plan of Merger
On August 9, 2026, Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TPG Mortgage Investment Trust, Inc., a
Maryland corporation (“Parent”), MIT Merger Sub II, LLC, a Delaware limited liability company and a subsidiary of Parent (“Merger Sub”), Cherry Hill Operating Partnership, LP, a Delaware limited partnership (the “Company
Operating Partnership”), and, solely for limited purposes set forth therein, AG REIT Management, LLC, a Delaware limited liability company (“Parent
Manager”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (a) the Company Operating Partnership will merge with and into the Company (the “Partnership Merger”), with the Company surviving as the surviving corporation in the Partnership Merger, and (b) immediately following the Partnership Merger, the Company will merge with and into
Merger Sub (the “Company Merger” and together with the Partnership Merger, the “Mergers”), with Merger Sub surviving as the surviving entity in the Company Merger.
The boards of directors of each of the Company and Parent have approved the Mergers and the Merger Agreement.
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Company Merger (the “Company Merger Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“Company
Common Stock”) issued and outstanding immediately prior to the Company Merger Effective Time (other than any shares of Company Common Stock held by the Company, Parent or any direct or indirect subsidiary of Parent or the Company, in each
case, immediately prior to the Company Merger Effective Time, which shall automatically be cancelled and retired and shall cease to exist as of the Company Merger Effective Time,
and no consideration will be delivered or deliverable in exchange therefor) will be canceled and extinguished and automatically converted into and shall thereafter represent only the right to receive, without interest thereon:
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from Parent: (a) 0.3063 validly issued, fully paid and nonassessable shares of the common stock, par value $0.01 per share, of Parent pursuant to a fixed exchange ratio (“Parent Common Stock”), and (b) $0.41 per share in cash (the foregoing (a) and (b), together, the “Per Share Parent Consideration”); plus
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from Parent Manager (acting solely on its own behalf), as additional consideration: $0.52 per share in cash (the “Per Share Additional Manager Consideration” and together with the Per Share Parent Consideration, the “Common Stock Merger Consideration”).
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In addition, pursuant to the Merger Agreement, at the Company Merger Effective Time,
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each share of the Company’s 8.20% Series A Cumulative Redeemable Preferred Stock (“Company Series A Preferred
Stock”) issued and outstanding immediately prior to the Company Merger Effective Time will be automatically converted into the right to receive one newly issued share of Parent’s 8.20% Series D Cumulative Redeemable Preferred
Stock, which will have substantially the same rights, preferences, privileges and voting powers as the Company Series A Preferred Stock immediately prior to the Mergers;
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each share of the Company’s 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Company
Series B Preferred Stock”) issued and outstanding immediately prior to the Company Merger Effective Time will be automatically converted into the right to receive one newly issued share of Parent’s Series E Floating Rate Cumulative
Redeemable Preferred Stock, which will have substantially the same rights, preferences, privileges and voting powers as the Company Series B Preferred Stock immediately prior to the Mergers;
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each restricted stock unit award in respect of a share of Company Common Stock granted under the Company’s equity plans (other than Company PSU Awards (as defined below)) that is outstanding
immediately prior to the Company Merger Effective Time, whether or not vested, will automatically vest (to the extent not yet vested) and be settled in shares of Company Common Stock immediately prior to the Company Merger Effective Time,
with the number of shares determined under the applicable award agreement, net settled in respect of applicable withholding taxes, and such shares will be treated as outstanding shares of Company Common Stock entitled to receive the Common
Stock Merger Consideration;
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each performance-based restricted stock unit award in respect of a share of Company Common Stock granted under the Company’s equity plans (each, a “Company PSU Award”) that is outstanding immediately prior to the Company Merger Effective Time, assuming maximum performance for the performance goals applicable to such Company PSU Awards,
will automatically vest and be settled in shares of Company Common Stock immediately prior to the Company Merger Effective Time, net settled in respect of applicable withholding taxes, and such shares will be treated as outstanding shares
of Company Common Stock entitled to receive the Common Stock Merger Consideration; and
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each award of shares of restricted stock of the Company or any other shares of Company Common Stock subject to vesting conditions based on continuing service that is outstanding immediately prior
to the Company Merger Effective Time will fully vest and all restrictions thereon will lapse at such time, and will be net settled in respect of applicable withholding taxes, and such remaining shares will be treated as outstanding shares
of Company Common Stock entitled to receive the Common Stock Merger Consideration.
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at the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), each Company
Common Unit (as defined in the Company Operating Partnership Agreement (as defined in the Merger Agreement)) (“Company Common Unit”) issued and
outstanding immediately prior to the Partnership Merger Effective Time (other than Company Common Units held by the Company, Parent or any direct or indirect subsidiary of the Company or Parent, which will be automatically cancelled) will
be converted into shares of Company Common Stock, which shares will be entitled to receive the Common Stock Merger Consideration.
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Immediately prior to the Partnership Merger Effective Time, all outstanding LTIP Units (as defined in the Company Operating Partnership Agreement) will be converted into shares of Company Common
Stock, which shares will be entitled to receive the Common Stock Merger Consideration.
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The obligations of the Company, the Company Operating Partnership, Parent, Merger Sub and Parent Manager to consummate the Mergers are subject to the satisfaction or
waiver of certain customary mutual closing conditions, including, among other things: (a) the absence of any law, order or injunction prohibiting the consummation of the Mergers; (b) the approval of the Company Merger and the Merger Agreement by a
majority vote of the issued and outstanding shares of Company Common Stock; (c) the approval of the issuance of shares of Parent Common Stock in connection with the transactions by the affirmative vote of a majority of the votes cast by the holders
of the outstanding shares of Parent Common Stock; (d) the registration statement on Form S-4 (the “Form S-4”) having been declared effective by the U.S.
Securities and Exchange Commission (the “SEC”) and no stop order suspending its effectiveness being in effect and no proceedings for such purpose being
pending before or threatened by the SEC; (e) the shares of Parent Common Stock, Parent Series D Cumulative Redeemable Preferred Stock and Parent Series E Cumulative Redeemable Preferred Stock to be issued in the Mergers having been approved for
listing on the New York Stock Exchange (the “NYSE”), subject to official notice of issuance; and (f) the receipt of certain regulatory approvals arising in
connection with the proposed transaction.
The obligations of Parent, Merger Sub and Parent Manager to consummate the Mergers are further subject to the satisfaction or waiver of certain additional customary
closing conditions, including, among other things: (a) the representations and warranties of the Company and the Company Operating Partnership being true and correct as of the Closing Date (as defined in the Merger Agreement), subject to the
materiality standards set forth in the Merger Agreement; (b) the Company and the Company Operating Partnership having duly performed and complied in all material respects with their covenants in the Merger Agreement; (c) the receipt by Parent of a
certificate executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer confirming satisfaction of the conditions contained in the foregoing clauses (a) and (b); (d) receipt by Parent of a written opinion of Mayer
Brown LLP with respect to the Company’s qualification as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”); and (e) receipt by Parent
of a written opinion of Hunton Andrews Kurth LLP to the effect that the Company Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
The obligations of the Company and the Company Operating Partnership to consummate the Mergers are further subject to the satisfaction or waiver of certain additional
customary closing conditions, including, among other things: (a) the representations and warranties of Parent, Merger Sub and Parent Manager being true and correct as of the Closing Date, subject to the materiality standards set forth in the Merger
Agreement; (b) Parent, Merger Sub and Parent Manager having duly performed and complied in all material respects with their covenants in the Merger Agreement; (c) the receipt by the Company of a certificate executed on behalf of Parent and Parent
Manager confirming satisfaction of the conditions contained in the foregoing clauses (a) and (b); (d) receipt by the Company of a written opinion of Hunton Andrews Kurth LLP with respect to Parent’s qualification as a REIT under the Code; and (e)
receipt by the Company of a written opinion of Mayer Brown LLP to the effect that the Company Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
The Merger Agreement contains various customary representations and warranties of the Company, the Company Operating Partnership, Parent, Merger Sub and Parent
Manager. The representations and warranties of the parties are subject to certain important qualifications and limitations set forth in confidential disclosure letters delivered by the Company, on the one hand, and Parent, on the other hand, and
were made solely for purposes of the Merger Agreement. The representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, and the representations and
warranties are primarily intended to establish circumstances in which either of the parties may not be obligated to consummate the Mergers, rather than establishing matters as facts.
In addition, the Merger Agreement provides that each of the Company and Parent will, from the date of the Merger Agreement until the earlier of the Company Merger
Effective Time or until the Merger Agreement is terminated (the “Interim Period”), use commercially reasonable efforts to operate their respective
businesses in all material respects in the ordinary course consistent with past practice and to maintain and preserve intact, in all material respects, its business organization, its existing relationships with its key business partners, vendors
and counterparties and to maintain all material permits. Each of the Company and Parent is subject to restrictions as specified in the Merger Agreement on certain actions each may take during the Interim Period, including related to amending
organizational documents, declaring dividends, issuing or repurchasing capital stock, and engaging in certain business transactions.
The Merger Agreement provides for reciprocal “no-shop” provisions, which prohibit each of the Company, Parent and their respective subsidiaries from, among other
things, (a) soliciting, initiating or knowingly encouraging or facilitating the making of a competing proposal, or (b) engaging in, continuing, or otherwise participating in discussions or negotiations regarding, or furnishing to any other person
any information for the purpose of encouraging or facilitating, a competing proposal. The no-shop provisions are subject to certain exceptions as more fully described in the Merger Agreement, including the ability of the Company or Parent to engage
in certain of the foregoing activities under certain circumstances in the event that it receives a bona fide, competing proposal that is, or would reasonably be expected to lead to, a “superior proposal,” that did not result from a material breach
of the foregoing restrictions. The Company and Parent also may not enter into a letter of intent or agreement in principle or other agreement providing for a competing proposal or effect a change of recommendation.
At any time prior to obtaining the applicable requisite stockholder approval, under certain specified circumstances, the board of directors of each of the Company and
Parent may change its recommendation to its stockholders regarding the Mergers, if such board of directors (i) determines in good faith after consulting with its independent financial advisor and outside legal counsel that the failure to do so
would reasonably be expected to be inconsistent with such board of directors’ fiduciary duties under applicable law (outside the context of a competing proposal, which is addressed in the following prong (ii)) or (ii) in response to a bona fide
unsolicited written competing proposal that such board of directors has determined in good faith, after consultation with its legal and financial advisors, is a “superior proposal,” provided the party intending to make the change of recommendation
complies with the procedures set forth in the Merger Agreement.
The Merger Agreement provides that each of the Company and Parent will use reasonable best efforts to consummate the Mergers, including preparing and making all
necessary filings with governmental authorities, responding to any requests for additional information and cooperating with each other in connection with obtaining all required regulatory approvals.
The Merger Agreement also provides that it is intended that the Company Merger qualify as a “reorganization” under Section 368(a) of the Code for U.S. federal income
tax purposes. The Merger Agreement includes covenants related to the maintenance of the Company’s and Parent’s respective REIT status, including restrictions on dividends and distributions during the interim period (with carve-outs permitting
minimum distribution dividends necessary to preserve REIT qualification).
The Merger Agreement contains certain termination rights for both the Company and Parent, including if there is a failure to complete the Mergers on or before March 9,
2027 (subject to extension by an additional 60 days if, by such date, the only closing conditions not satisfied are those relating to obtaining regulatory approvals), a failure to obtain the requisite stockholder approvals of the Company or Parent,
a change of recommendation of the other party’s board of directors, a material breach of the no-shop covenants by the other party, acceptance of a superior proposal, or uncured breaches of the Merger Agreement by the other party. In the event of a
termination of the Merger Agreement under certain circumstances, including a change of recommendation or the acceptance of a superior proposal, the Company or Parent, as applicable, would be required to pay the other party a termination fee of, in
the case of payment by the Company, $4,700,000 and, in the case of payment by Parent, $7,990,000.
In the Merger Agreement, Parent has agreed to take all necessary corporate action so that upon and after the Company Merger Effective Time, the size of the Parent
board of directors is increased by two members, and certain members of the Company board of directors designated by the Company are appointed to the Parent board of directors. Parent has further agreed to nominate such designees to the Parent board
of directors at the next annual meeting following the Company Merger Effective Time.
The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of
the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
The Merger Agreement, and the foregoing description of the Merger Agreement, have been included to provide investors and the Company’s stockholders with information
regarding the terms of the Mergers. The assertions embodied in the representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement, were solely for the benefit of the parties to the
Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by information in confidential disclosure letters provided by the Company to Parent and by Parent to the Company in connection
with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as
material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Merger Agreement. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as
characterizations of the actual state of facts and circumstances about the Company, Parent, Merger Sub or Parent Manager at the time they were made or otherwise, and information in the Merger Agreement should be considered in conjunction with the
entirety of the factual disclosure about the Company in the Company’s public reports filed with the SEC. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in the Company’s public disclosures.
Support Agreement
Concurrently with the execution and delivery of the Merger Agreement, the Company entered into a voting and support agreement (the “Support Agreement”) with AG MIT, LLC, a stockholder of the Company. Pursuant to the Support Agreement, AG MIT, LLC has agreed to, among other things, vote its shares of Company Common
Stock in favor of the Merger Agreement and the Company Merger and related matters at the Company stockholders meeting, and against any competing proposal, subject to customary terms and conditions. AG MIT, LLC’s obligations under the Support
Agreement will automatically terminate upon the earliest to occur of (a) the Company Merger Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms.
The foregoing description of the Support Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of
the Support Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure.
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On August 10, 2026, the Company and Parent issued a joint press release announcing their entry into the Merger Agreement. A copy of the joint press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any
registration statement or other document filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act,
except as otherwise expressly stated in such filing. In addition, the information contained in this Item 7.01 on Form 8-K will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the
requirements of Regulation FD.
Important Information for Investors and Stockholders
This communication is being made in respect of the proposed transaction involving the Company and Parent. In connection with the proposed transaction, the Company and
Parent intend to file relevant materials with the SEC, including the Form S-4 that will contain a joint proxy statement/prospectus. The Form S-4 will be filed by Parent and will include a joint proxy statement/prospectus to be sent to both the
stockholders of the Company and the stockholders of Parent. Promptly after the Form S-4 is declared effective by the SEC, the Company and Parent will mail the definitive joint proxy statement/prospectus and a proxy card to each of their respective
stockholders entitled to vote at the applicable special meeting relating to the proposed transaction. This communication is not a substitute for the Form S-4, the joint proxy statement/prospectus or any other document that the Company or Parent may
file with the SEC or send to their respective stockholders in connection with the proposed transaction. The materials to be filed by the Company and Parent will be made available to investors and stockholders at no expense to them and copies may be
obtained free of charge on the Company’s website at www.chmireit.com and Parent’s website at www.mitt.tpg.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Investors and stockholders of the
Company and Parent are urged to read the Form S-4, the joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction because
they will contain important information about the Company, Parent and the proposed transaction.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy or
exchange any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Participation in the Solicitation
The Company, Parent and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s
stockholders and Parent’s stockholders, respectively, in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s
executive officers and directors in the solicitation by reading the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the joint proxy statement/prospectus and other relevant materials that will be filed with the
SEC in connection with the proposed transaction when they become available. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of Parent’s executive officers and directors in the
solicitation by reading Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the joint proxy statement/prospectus and other relevant materials that will be filed with the SEC in connection with the proposed
transaction when they become available. Information concerning the interests of the Company’s and Parent’s respective participants in the solicitation, which may, in some cases, be different from those of the Company’s or Parent’s stockholders
generally, will be set forth in the joint proxy statement/prospectus relating to the proposed transaction when it becomes available.
Forward-Looking Statements
All statements and assumptions in this communication that do not directly and exclusively relate to historical facts could be deemed “forward-looking statements.”
Forward-looking statements are often identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “may,” “could,” “should,” “forecast,” “goal,” “intends,” “objective,” “plans,” “projects,” “strategy,” “target” and
“will” and similar words and terms or variations of such. These statements represent current intentions, expectations, beliefs or projections, and no assurance can be given that the results described in such statements will be achieved.
Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the Company’s and Parent’s respective businesses, performance and opportunities;
the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; the ability to obtain the requisite approvals of the Company’s stockholders and Parent’s stockholders; the expected
tax treatment of the proposed transaction; as well as any assumptions underlying any of the foregoing. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially
from those described in such statements, many of which are outside of the control of the Company and Parent.
Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to: (a) the risk
that the proposed transaction may not be completed in a timely manner or at all; (b) the failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction by the Company’s stockholders and Parent’s stockholders;
(c) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on such approvals); (d) the possibility that competing offers or acquisition proposals for the Company or Parent will be made; (e) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company or Parent to pay a termination fee; (f) the effect of the announcement or pendency of the proposed transaction
on the Company’s or Parent’s ability to attract, motivate or retain key executives and employees, their ability to maintain relationships with their respective customers, counterparties and business partners, or their respective operating results
and business generally; (g) risks related to the proposed transaction diverting management’s attention from the Company’s or Parent’s ongoing business operations; (h) the amount of costs, fees and expenses related to the proposed transaction; (i)
the risk that the Company’s or Parent’s stock price may decline significantly if the Mergers are not consummated; (j) risks that the proposed transaction may not qualify as a tax-free reorganization for U.S. federal income tax purposes; (k) the
risk of stockholder litigation in connection with the proposed transaction, including resulting expense or delay; (l) changes in interest rates and their effect on the Company’s and Parent’s respective portfolios of mortgage-related assets; (m) the
risk that the Company or Parent may fail to maintain qualification as a REIT; and (n) other factors as set forth from time to time in the Company’s and Parent’s respective filings with the SEC, including the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2025, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q or other filings with the SEC. Readers are cautioned not to place undue reliance on such statements which speak only as of
the date they are made. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this communication or to reflect the occurrence of
unanticipated events except as required by law.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
Number
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Description
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2.1*
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Agreement and Plan of Merger, dated as of August 9, 2026, by and among Cherry Hill Mortgage Investment Corporation, Cherry Hill Operating Partnership, LP, TPG Mortgage Investment
Trust, Inc., MIT Merger Sub II, LLC and AG REIT Management, LLC
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10.1
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Voting and Support Agreement, dated as of August 9, 2026, by and between Cherry Hill Mortgage Investment Corporation and AG MIT, LLC
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99.1
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Joint Press Release, dated August 10, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule and
similar attachment to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
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CHERRY HILL MORTGAGE INVESTMENT CORPORATION
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Date: August 10, 2026
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By:
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/s/ Apeksha Patel
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Name: Apeksha Patel
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Title: Chief Financial Officer
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Exhibit 99.1
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TPG MORTGAGE INVESTMENT TRUST AND CHERRY HILL MORTGAGE INVESTMENT CORPORATION ANNOUNCE DEFINITIVE MERGER AGREEMENT
Merger to Strengthen the Platform's Position as a Leading Residential Mortgage REIT Through Enhanced Scale and Operational
Efficiencies
Transaction Expected to Drive Earnings Accretion and Long-Term Growth
Implied Transaction Value of $117.5 Million Represents 29% Premium to CHMI Closing Price on August 7, 2026 and a 32% Premium to 30-Day
VWAP
CHMI Stockholders to Receive 0.3063 Shares of MITT Common Stock and $0.93 in Cash Per Share in Merger
Unanimously Approved by MITT Board of Directors and CHMI Board of Directors
NEW YORK, NY – August 10, 2026 - TPG Mortgage Investment Trust,
Inc. (NYSE: MITT) (“MITT”), a publicly traded residential mortgage REIT managed by AG REIT Management, LLC, an affiliate of TPG Inc. (“TPG”) (NASDAQ: TPG), a leading global alternative asset management firm with $327 billion in assets under
management, and Cherry Hill Mortgage Investment Corporation (NYSE: CHMI) (“CHMI”), a residential mortgage REIT, today announced that they have entered into a definitive merger agreement, pursuant to which MITT will acquire CHMI.
In connection with the transaction, holders of CHMI common stock will receive 0.3063 shares of MITT common stock and $0.93 in cash per share. Based on the
closing price of MITT’s common stock on the New York Stock Exchange (the “NYSE”) on August 7, 2026, the transaction implies a value of $3.10 per share of CHMI common stock, representing a 29% premium to CHMI’s unaffected closing stock price on the
NYSE on August 7, 2026 and a 32% premium to 30-day volume weighted average price (“VWAP”).
The companies expect the transaction to close in the fourth quarter of 2026, subject to customary closing conditions, including the approval of both MITT
and CHMI stockholders. This strategic transaction was unanimously approved by the Board of Directors of MITT and Board of Directors of CHMI.
“This combination represents a transformational, value-creating opportunity for both MITT and CHMI stockholders,” said T.J. Durkin, President, Chief
Executive Officer, and board member of MITT. “We are excited to bring together two highly complementary portfolios to significantly enhance the scale of MITT’s residential mortgage platform, which we believe will generate meaningful operational
efficiencies and deliver accretive earnings growth for the benefit of all stockholders. We look forward to completing this transaction and replicating the success we achieved when we acquired Western Asset Mortgage Capital Corporation in 2023.”
Joseph Murin, Chairman of CHMI’s Board of Directors, stated, “After conducting a thorough competitive process with the assistance of our financial advisor,
the Board unanimously determined that this transaction with MITT is in the best interest of CHMI and its stockholders. We believe this combination will unlock substantial value for all stockholders and we are excited about the value the combination
can achieve.”
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Jay Lown, Chief Executive Officer and board member of CHMI, added, “This transaction will deliver immediate cash consideration to CHMI stockholders,
together with an opportunity to participate in the potential upside of the combined company. Our diversified portfolio of Agency RMBS and MSRs, combined with the support of TPG’s residential mortgage industry expertise, substantial resources, and
record of successful integration of other REIT platforms, positions MITT well to drive long-term value for all stakeholders. We are committed to efficiently completing the merger and unlocking the growth potential of this combination for our
stockholders.”
On a pro forma basis, following the closing of the transaction, MITT stockholders are expected to own approximately 73% of the combined company’s equity,
and CHMI stockholders are expected to own approximately 27%.
Compelling Strategic Rationale for MITT and CHMI Stockholders
The merger of MITT and CHMI is expected to create numerous operational and financial benefits, including:
| • |
Cash Consideration for Stockholders: CHMI stockholders will receive approximately 30% of the merger consideration in cash, consisting of an approximate $20 million payment from TPG and an approximate $15 million payment from
MITT, or $0.52 per share and $0.41 per share, respectively.
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Strong Financial Rationale: Transaction expected to be accretive to earnings within one year of closing and to provide the combined company with an attractive growth profile.
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Increased Financial Strength and Flexibility: Strong support and access to resources from MITT’s manager, which is an affiliate of TPG, a leading global alternative asset management firm with $327 billion of assets under management,
including access to TPG’s proprietary, best-in-class securitization platform. The combined company is also expected to benefit from an expanded investor base and enhanced trading liquidity and volume.
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Compelling Strategic Fit: Strategically aligned investment strategies spanning Agency and Non-Agency residential mortgage loans brings the combined company’s investment portfolio to $9.0 billion, consisting of approximately 72.0% of
Non-Agency Residential Credit, 14.4% Agency RMBS and MSRs, 12.6% Home Equity and 1.0% of other investments.
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| • |
Enhanced Operational Efficiencies: More favorable expense ratio and operating efficiencies of approximately $7 to $9 million on an annual basis are expected to be realized.
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Transaction Overview
Each share of CHMI common stock will be converted at closing into the right to receive 0.3063 shares of MITT common stock for a total of 11.608 million
shares, pursuant to a fixed exchange ratio,1 and $0.93 per share in cash, $0.52 per share of which is to be contributed in part from MITT’s manager and the remainder funded from MITT’s balance
sheet. Upon the closing of the transaction, MITT stockholders are expected to own approximately 73% of the combined company’s stock, while CHMI stockholders are expected to own approximately 27% of the combined company’s stock.
Each share of CHMI 8.20% Series A Cumulative Redeemable Preferred Stock and CHMI 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock will be
converted at closing into the right to receive one newly issued share of MITT 8.20% Series D Cumulative Redeemable Preferred Stock and MITT 8.250% Series E Floating Rate Cumulative Redeemable Preferred Stock, respectively, having the rights,
preferences, privileges and voting powers substantially the same as those of the CHMI Series A Preferred Stock and CHMI Series B Preferred Stock, respectively.
Governance and Management
Upon completion of the merger, the combined company will continue to operate as “TPG Mortgage Investment Trust, Inc.” and will be led by MITT’s existing
management team, including T.J. Durkin as its President and Chief Executive Officer.
CHMI will designate two independent directors to be added to MITT’s Board of Directors, bringing MITT’s Board up to eight directors. The combined company
will be headquartered in New York, and its common stock will continue to be listed on the NYSE under MITT’s current ticker symbol.
In connection with the transaction, the MITT manager’s incentive fee structure will be amended to further enhance alignment of interests with those of stockholders,
including to be based on the combined company’s pro forma book value and earnings available for distribution.
Additional information on the transaction and the anticipated benefits to MITT and CHMI
stockholders can be found in MITT’s investor deck relating to the transaction posted on MITT’s website at www.mitt.tpg.com. The investor deck is also being furnished by MITT in a Current Report on Form 8-K being filed by MITT with the Securities and Exchange Commission (the “SEC”) on the date hereof.
Timing and Approvals
The transaction has been unanimously approved by the Boards of Directors of MITT and CHMI and MITT’s manager. The transaction is expected to close in the
fourth quarter of 2026, subject to approval by the respective stockholders of MITT and CHMI, receipt of regulatory approvals and satisfaction of other customary closing conditions set forth in the merger agreement.
1 Exchange ratio is based on 38.633 million outstanding shares of CHMI common stock on a fully-diluted basis as of June 30, 2026.
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Advisors
Piper Sandler & Co. is acting as exclusive financial advisor and Hunton Andrews Kurth LLP and Freshfields LLP are acting as legal counsel to MITT.
Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal counsel to MITT’s independent directors. BTIG, LLC is acting as exclusive financial advisor and Mayer Brown LLP is acting as legal advisor to CHMI.
About TPG Mortgage Investment Trust, Inc.
TPG Mortgage Investment Trust, Inc. is a residential mortgage REIT with a focus on investing
in a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S. mortgage market. The Company is externally managed and advised by AG REIT Management, LLC, an affiliate of TPG Inc. (NASDAQ: TPG). Additional information can be found on MITT’s website at www.mitt.tpg.com.
About Cherry Hill Mortgage Investment Corporation
Cherry Hill Mortgage Investment Corporation is a real estate finance company that acquires,
invests in and manages residential mortgage assets in the United States. For additional information, visit www.chmireit.com.
Additional Information
This communication relates to the proposed merger (the “Merger”) pursuant to the terms of a
definitive agreement and plan of merger (the “Merger Agreement”). In connection with the proposed Merger, MITT expects to file relevant materials with the SEC, including a registration statement on Form S-4 that will include a prospectus of MITT
and a joint proxy statement of MITT and CHMI. Promptly after filing the definitive joint proxy statement/prospectus with the SEC, MITT and CHMI will mail the definitive joint proxy statement/prospectus and a proxy card to each stockholder of MITT
and CHMI, respectively, entitled to vote at the special meeting of MITT and CHMI, respectively, relating to the proposed transaction. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer
statement, prospectus or other document MITT or CHMI may file with the SEC in connection with the proposed Merger and related matters. The materials to be filed by MITT and CHMI will be made available to MITT and CHMI’s investors and stockholders
at no expense to them. Copies of the documents filed by MITT with the SEC are also available free of charge on MITT’s website at www.mitt.tpg.com. Copies of the documents filed by CHMI with the SEC are also available free of charge on CHMI’s
website at www.chmireit.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. INVESTORS
AND STOCKHOLDERS ARE URGED TO READ THE FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS, AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT MITT, CHMI AND THE PROPOSED MERGER.
Participants in the Solicitation Relating to the Merger
MITT, CHMI and certain of their respective directors and executive officers and certain other affiliates of MITT and CHMI may be deemed to be
participants in the solicitation of proxies from the common stockholders of CHMI and MITT in respect of the proposed Merger under SEC rules. Information regarding CHMI and its directors and executive officers and their ownership of common stock of
CHMI can be found in CHMI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 5, 2026, and its subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Information regarding MITT and its directors and executive officers and their ownership of common stock of MITT can be found in MITT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026,
and its subsequent filings under the Exchange Act. Additional information regarding the interests of such participants in the Merger, which may, in some cases, be different than those of MITT and CHMI stockholders generally, will be included in the
joint proxy statement/prospectus and other relevant documents relating to the proposed Merger when they are filed with the SEC. These documents are available free of charge on the SEC’s website and from MITT or CHMI, as applicable, using the
sources indicated above.
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No Offer or Solicitation
This communication and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended (the “Securities Act”). This communication may be deemed to be solicitation material in respect of the proposed Merger.
Forward-Looking Statements
This communication contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. MITT and CHMI intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes
of complying with the safe harbor provisions. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may,” “projects,” “could” or variations of such words and other similar expressions are
intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Forward-looking statements regarding MITT and CHMI include, but are not
limited to, statements related to the proposed Merger, including the anticipated timing, benefits and financial and operational impact thereof; other statements of management’s belief, intentions or goals; and other statements that are not
historical facts. These forward-looking statements are based on each of the companies’ current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of
events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: MITT’s and CHMI’s ability to complete
the proposed Merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approval from CHMI’s and MITT’s respective stockholders and satisfaction of other
closing conditions to consummate the proposed Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; risks related to diverting the attention of MITT and CHMI management
from ongoing business operations; failure to realize the expected benefits of the proposed Merger; significant transaction costs and/or unknown or inestimable liabilities; the risk of stockholder litigation in connection with the proposed Merger,
including resulting expense or delay; the risk that MITT’s and CHMI’s respective businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the risk that MITT may not
achieve the same level of success that it achieved in past acquisitions; and effects relating to the announcement of the proposed Merger or any further announcements or the consummation of the proposed Merger on the market price of MITT’s or CHMI’s
common stock. Additional risks and uncertainties related to MITT’s and CHMI’s business are included under the headings “Forward-Looking Statements” and “Risk Factors” in MITT’s and CHMI’s Annual Report on Form 10-K for the year ended December 31,
2025, and in other reports and documents filed by either company with the SEC from time to time. Moreover, other risks and uncertainties of which MITT or CHMI are not currently aware may also affect each of the companies’ forward-looking statements
and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking
statements, even if they are subsequently made available by MITT or CHMI on their respective websites or otherwise. Neither MITT nor CHMI undertakes any obligation to update or supplement any forward-looking statements to reflect actual results,
new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.
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Contacts
Investors
TPG Mortgage Investment Trust, Inc.
Investor Relations
(212) 692-2110
media@tpg.com
Cherry Hill Mortgage Investment Corporation
Investor Relations
(877) 870–7005
InvestorRelations@CHMIreit.com