TPG Mortgage Trust and Cherry Hill (NYSE: CHMI) outline Q2 update and merger path

Rhea-AI Filing Summary

TPG Mortgage Investment Trust, Inc. reported that it released a press release and an earnings presentation covering financial results for the fiscal quarter ended June 30, 2026. These materials, furnished as Exhibits 99.1 and 99.2, provide the detailed quarterly performance information.

The company also highlighted its proposed merger with Cherry Hill Mortgage Investment Corporation (CHMI). It plans to file a registration statement on Form S-4 containing a joint proxy statement/prospectus, which will be sent to stockholders of both companies for their consideration of the merger. The communication emphasizes that it is not an offer to sell or solicit any securities and includes extensive forward-looking statements language outlining risks related to the business, market conditions and the completion and integration of the proposed merger.

Key Figures

Quarter end date: June 30, 2026 Report date: August 10, 2026 Senior Notes coupon rate: 9.500% +3 more

6 metrics

Quarter end date June 30, 2026 Fiscal quarter for which financial results were released

Report date August 10, 2026 Date the company announced Q2 2026 results and merger-related communication

Senior Notes coupon rate 9.500% Coupon rate on Senior Notes due 2029 listed on the New York Stock Exchange

Series A preferred dividend rate 8.25% Dividend rate on Series A Cumulative Redeemable Preferred Stock

Series B preferred dividend rate 8.00% Dividend rate on Series B Cumulative Redeemable Preferred Stock

Series C preferred dividend rate 8.000% Dividend rate on Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

Key Terms

registration statement on Form S-4, joint proxy statement/prospectus, forward-looking statements, Private Securities Litigation Reform Act of 1995, +1 more

5 terms

registration statement on Form S-4 regulatory

"the Company expects to file with the U.S. Securities and Exchange Commission a registration statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

joint proxy statement/prospectus regulatory

"a prospectus of the Company and a joint proxy statement of the Company and CHMI"

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.

forward-looking statements regulatory

"This communication includes "forward-looking statements" within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995"

Merger Agreement regulatory

"the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did CHMI-related TPG Mortgage Investment Trust disclose about Q2 2026 results?

TPG Mortgage Investment Trust released a press release and earnings presentation for the quarter ended June 30, 2026. These documents, furnished as Exhibits 99.1 and 99.2, contain the detailed financial results and operating commentary.

How is the proposed CHMI merger with TPG Mortgage Investment Trust being handled (CHMI)?

The proposed merger between TPG Mortgage Investment Trust and Cherry Hill Mortgage Investment Corporation (CHMI) will be considered via a joint proxy statement/prospectus included in a Form S-4 registration statement filed with the SEC.

Will CHMI and TPG Mortgage Investment Trust stockholders vote on the proposed merger?

Yes. The proposed merger will be submitted to the stockholders of both TPG Mortgage Investment Trust and CHMI for their consideration, using the joint proxy statement/prospectus once it is declared effective and distributed.

Where can CHMI investors find documents about the proposed merger?

Investors can access merger-related documents free of charge on the SEC’s website at www.sec.gov and on the respective company websites, including www.chmireit.com for CHMI and www.mitt.tpg.com for TPG Mortgage Investment Trust.

Are the Q2 2026 results of TPG Mortgage Investment Trust considered filed with the SEC for CHMI holders?

No. The Q2 2026 press release and earnings presentation are being “furnished” rather than “filed”, so they are not subject to Section 18 liabilities or automatically incorporated into other securities filings.

What risks did TPG Mortgage Investment Trust highlight related to the CHMI merger?

The company cited risks including the ability to complete the merger, obtaining stockholder approvals, satisfying closing conditions, realizing expected benefits, integration challenges, transaction costs, potential stockholder litigation and impacts on stock prices.

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

TPG Mortgage Investment Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland			001-35151			27-5254382
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

245 Park Avenue, 26th floor

New York, New York 10167

(Address of principal executive offices)

Registrant's telephone number, including area code: (212) 692-2000

Not Applicable

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

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

Title of each class:

Trading Symbols:

Name of each exchange on which registered:

Common Stock, $0.01 par value per share

MITT

New York Stock Exchange

(NYSE)

8.25% Series A Cumulative Redeemable Preferred Stock

MITT PrA

New York Stock Exchange

(NYSE)

8.00% Series B Cumulative Redeemable Preferred Stock

MITT PrB

New York Stock Exchange

(NYSE)

8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

MITT PrC

New York Stock Exchange

(NYSE)

9.500% Senior Notes due 2029

MITN

New York Stock Exchange

(NYSE)

9.500% Senior Notes due 2029

MITP

New York Stock Exchange

(NYSE)

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 10, 2026, TPG Mortgage Investment Trust, Inc. (the “Company”) issued a press release and an earnings presentation announcing its financial results for the fiscal quarter ended June 30, 2026.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release and earnings presentation are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and the information contained in such press release and earnings presentation are incorporated into this Item 2.02 by this reference. The information contained in this Item 2.02, including Exhibits 99.1 and 99.2, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated August 10, 2026
99.2						Earnings Presentation for the fiscal quarter ended June 30, 2026
104						Cover Page Interactive Data File (formatted as Inline XBRL)

Important Additional Information and Where to Find It

In connection with the Company’s proposed acquisition of Cherry Hill Mortgage Investment Corporation (“CHMI”) by merger (“Merger”), the Company expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) that will include a prospectus of the Company and a joint proxy statement of the Company and CHMI (the “joint proxy statement/prospectus”). The joint proxy statement/prospectus will contain important information about the Company, CHMI, the proposed Merger and related matters. The Company and CHMI also expect to file with the SEC other documents regarding the Merger. The Merger will be submitted to the stockholders of the Company and CHMI for their consideration. The definitive joint proxy statement/prospectus will be sent to the stockholders of the Company and CHMI, and will contain important information about the Company, CHMI, the proposed Merger and related matters. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer statement, prospectus or other document the Company or CHMI may file with the SEC in connection with the proposed Merger and related matters. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY the Company AND CHMI WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, CHMI AND THE PROPOSED MERGER. Investors and security holders may obtain copies of these documents free of charge (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’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.

Participants in the Solicitation Relating to the Merger

The Company, CHMI and certain of their respective directors and executive officers and certain other affiliates of the Company and CHMI may be deemed to be participants in the solicitation of proxies from the common stockholders of CHMI and the Company in respect of the proposed Merger. 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 in its definitive proxy statement relating to its 2026 annual meeting of stockholders, filed with the SEC on April 21, 2026. Information regarding the Company and its directors and executive officers and their ownership of common stock of the Company can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, and in its definitive proxy statement relating to its 2026 annual meeting of stockholders, filed with the SEC on March 16, 2026. Additional information regarding the interests of such participants in the Merger 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 the Company or CHMI, as applicable, using the sources indicated above.

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 of 1933, 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 includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Words such as "expects," "endeavor," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," "should," "may," "projects," "could," "estimates," "continue" 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 are based on our beliefs, assumptions and expectations of our future operations, business strategies, performance, financial condition, liquidity and prospects, taking into account information currently available to us, and are not guarantees of future performance. Forward-looking statements regarding the Company include, but are not limited to, the Company’s leverage profile, the Company’s ability to consistently rotate capital into higher-returning residential investments, the ability to scale profitability at Arc Home, whether the Company’s earnings will continue to support its dividend, the Company’s dividend levels, whether the Company is well positioned to drive increased earnings power, 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 subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. The Company believes these factors include, without limitation, changes in general economic or market conditions, including changes in inflation, tariffs, interest rates and the fair value of our assets; changes in government regulations affecting our business; the Company’s ability to grow its residential loan portfolio; changes in prepayment rates and mortgage default rates on the Company’s assets; financing needs and arrangements; the Company’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 the Company’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 the Company 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 the Company’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; 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 the Company’s or CHMI’s common stock; and the risk factors contained in the Company’s filings with the Securities and Exchange Commission ("SEC"), including those described under the headings "Forward-Looking Statements" and "Risk Factors" in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in other reports and documents filed by the Company with the SEC from time to time, which are accessible on the SEC's website, http://www.sec.gov/. Moreover, other risks and uncertainties of which the Company is not currently aware may also affect the Company’s 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 of this communication or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by the Company on its website or otherwise. The Company undertakes no 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. All financial information in this communication is as of June 30, 2026, unless otherwise indicated.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 10, 2026			TPG MORTGAGE INVESTMENT TRUST, INC.
			By:			/s/ JENNY B. NESLIN
						Name: Jenny B. Neslin
						Title: General Counsel and Secretary