TPG Mortgage Investment Trust (NYSE: MITT) to buy Cherry Hill in $117.5M deal
Rhea-AI Filing Summary
TPG Mortgage Investment Trust, Inc. is entering into a definitive merger under which it will acquire Cherry Hill Mortgage Investment Corporation in an all‑stock and cash transaction. Each CHMI common share will be converted into the right to receive 0.3063 shares of MITT common stock plus $0.93 in cash per share, comprised of $0.41 from MITT and $0.52 from MITT’s external manager, AG REIT Management, LLC. The transaction implies total consideration of $3.10 per CHMI share, or $117.5 million, representing a 29% premium to CHMI’s August 7, 2026 closing price and a 32% premium to its 30‑day VWAP.
On closing, 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 1‑for‑1 into new MITT Series D and E preferred shares with substantially the same terms. The combined residential mortgage REIT is expected to have a roughly $9.0 billion investment portfolio, targeted annual operating expense synergies of $7–$9 million, and, according to MITT, earnings accretion within one year of closing. Closing is targeted for the fourth quarter of 2026, subject to MITT and CHMI stockholder approvals, SEC effectiveness of a Form S‑4 registration statement, NYSE listing of new MITT securities, regulatory clearances, and other customary conditions.
Positive
- CHMI stockholders receive a 29% premium to the unaffected share price and a 32% premium to the 30‑day VWAP via total consideration of $3.10 per share.
- The combined company is expected to realize annual operating expense synergies of approximately $7–$9 million, supporting the issuer’s stated expectation of earnings accretion within one year of closing.
- The merger creates a larger residential mortgage REIT with an estimated $9.0 billion pro forma investment portfolio and a total equity base of about $742.5 million, potentially improving scale and trading liquidity.
- TPG, through MITT’s manager, is contributing approximately $20 million of the cash consideration, signaling sponsor support and partially offsetting book value dilution for MITT.
Negative
- Completion risk exists: the merger requires MITT and CHMI stockholder approvals, SEC effectiveness of a Form S‑4 registration statement, NYSE listing approvals, regulatory clearances and absence of a material adverse effect.
- If the deal terminates under specified circumstances, CHMI may owe MITT a termination fee of $4.7 million or MITT may owe CHMI $7.99 million, adding financial consequences to a failed transaction.
- Integration and execution risks are disclosed, including the possibility that the combined businesses may not be integrated successfully or that anticipated benefits and synergies may not be realized.
- MITT’s management agreement amendment increases the termination fee to three times the average annual base and incentive fees over 24 months, which could raise the cost of any future management termination.
Insights
Analyzing...
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
Cash components per CHMI share: $0.52 and $0.41
+5 more
8 metrics
Implied transaction value
$117.5 million
Total consideration for CHMI based on MITT’s August 7, 2026 share price
Per-share merger consideration
$3.10 per CHMI share
Value implied by 0.3063 MITT shares plus $0.93 cash per CHMI share
Cash components per CHMI share
$0.52 and $0.41
$0.52 from MITT Manager and $0.41 from MITT, totaling $0.93 cash
Premium to CHMI price
29% and 32%
Premiums to CHMI’s August 7, 2026 closing price and 30‑day VWAP
Pro forma investment portfolio
$9.0 billion
Combined MITT and CHMI investment portfolio size after merger
Expected annual expense synergies
$7–$9 million
Estimated operating efficiencies for the combined company
Pro forma ownership split
73% / 27%
Approximate equity ownership for MITT and CHMI stockholders post‑merger
Termination fees
$4.7 million and $7.99 million
Payable by CHMI or MITT, respectively, upon certain deal terminations
Key Terms
Per Share Merger Consideration, no-shop provisions, Earnings Available for Distribution, economic leverage ratio, +2 more
6 terms
no-shop provisions regulatory
"The Merger Agreement provides for reciprocal “no-shop” provisions, which prohibit each of MITT, CHMI and their respective subsidiaries"
Earnings Available for Distribution financial
"updating the income component of the incentive fee from “Adjusted Net Income” to “Earnings Available for Distribution”"
Earnings available for distribution are the portion of a company’s profit that remains after paying taxes, meeting legal or contractual reserves, and covering any required debt or operating obligations — essentially the cash the business can legally and practically give to shareholders or unitholders. Investors watch this number because it shows how much income a company can return as dividends or distributions, similar to the money left in a household account after paying bills and savings goals.
economic leverage ratio financial
"economic leverage ratio, as described in the footnotes to this presentation"
Registration Statement on Form S-4 regulatory
"MITT 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.
termination fee financial
"the termination fee will be three times the sum of the average annual base management fee and the average annual incentive fee"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the key terms of TPG Mortgage Investment Trust’s (MITT) merger with Cherry Hill Mortgage Investment (CHMI)?
MITT will acquire CHMI, with each CHMI share receiving 0.3063 MITT shares plus $0.93 in cash. The deal values CHMI at $3.10 per share, or $117.5 million, and includes stock and cash components from MITT and its manager.
How much cash and stock will CHMI stockholders receive in the MITT (MITN) merger?
Each CHMI share will receive 0.3063 shares of MITT common stock plus $0.93 in cash. Of that cash, $0.41 per share is paid by MITT and $0.52 per share by MITT’s external manager, AG REIT Management, LLC.
What ownership stakes will MITT (MITN) and CHMI investors have after the merger closes?
On a pro forma basis, MITT stockholders are expected to own about 73% of the combined company’s equity, while CHMI stockholders are expected to own approximately 27%. These percentages reflect the agreed exchange ratio and implied share issuance to CHMI holders.
How does the MITT–CHMI merger value CHMI relative to its market price?
The implied consideration of $3.10 per CHMI share represents a 29% premium to CHMI’s August 7, 2026 closing price and a 32% premium to its 30‑day volume‑weighted average price, based on MITT’s August 7, 2026 closing price.
What happens to CHMI’s preferred stock in the merger with TPG Mortgage Investment Trust (MITN)?
Each CHMI 8.20% Series A preferred share will convert into one MITT 8.20% Series D preferred share, and each CHMI 8.250% Series B preferred share will convert into one MITT Series E preferred share, with substantially the same rights and preferences.
When is the MITT (MITN) and CHMI merger expected to close and what are the key conditions?
The companies expect closing in the fourth quarter of 2026, subject to MITT and CHMI stockholder approvals, SEC effectiveness of a Form S‑4, NYSE listing of new MITT shares, regulatory approvals and other customary closing conditions.
What synergies and financial benefits do MITT and CHMI expect from the merger?
MITT and CHMI highlight expected annual operating expense efficiencies of about $7–$9 million, a pro forma $9.0 billion investment portfolio, and, according to their statements, earnings accretion for the combined company within one year of closing.
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 9, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
| 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: | |||||||||||||||
| (NYSE) | |||||||||||||||||
| (NYSE) | |||||||||||||||||
| (NYSE) | |||||||||||||||||
| (NYSE) | |||||||||||||||||
| (NYSE) | |||||||||||||||||
| (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 1.01 Entry Into a Material Definitive Agreement.
Merger Agreement
On August 10, 2026, TPG Mortgage Investment Trust, Inc., a Maryland corporation (“MITT”), announced it entered into an Agreement and Plan of Merger, dated as of August 9, 2026 (the “Merger Agreement”), with Cherry Hill Mortgage Investment Corporation, a Maryland corporation (“CHMI”), Cherry Hill Operating Partnership, LP ("CHOP"), a Delaware limited partnership, MIT Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of MITT (“Merger Sub”), and, solely for the limited purposes set forth in the Merger Agreement, AG REIT Management, LLC, a Delaware limited liability company (“MITT Manager”). Pursuant to, and subject to the terms and conditions set forth in, the Merger Agreement, CHMI will merge with and into Merger Sub, with Merger Sub surviving (the “Merger”).
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of CHMI common stock will be converted into the right to receive the following (the “Per Share Merger Consideration”): (1)(a) 0.3063 shares of MITT common stock pursuant to a fixed exchange ratio and (b) $0.41 per share in cash, without interest, from MITT; and (2) $0.52 per share in cash from MITT Manager (acting solely on its own behalf), as additional consideration. In addition, each share of CHMI 8.20% Series A Cumulative Redeemable Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one newly issued share of MITT 8.20% Series D Cumulative Redeemable Preferred Stock (“MITT Series D Preferred Stock”). Also, each share of CHMI 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive one newly issued share of MITT Series E Floating Rate Cumulative Redeemable Preferred Stock (“MITT Series E Preferred Stock”). The MITT Series D Preferred Stock and MITT Series E Preferred Stock shall have 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.
In connection with the transactions contemplated by the Merger Agreement, each outstanding CHMI restricted stock award, restricted stock unit award and performance stock unit award (each, a “CHMI Equity Award”) will vest in full immediately prior to the Effective Time and settle in shares of CHMI common stock. Each outstanding CHOP LTIP unit (vested and unvested) will be converted to shares of CHMI common stock.
The obligation of each party to consummate the Merger is subject to a number of conditions, including, among others, (a) the approval of the Merger and the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of CHMI common stock entitled to vote on such matters (the “CHMI Stockholder Approval”), (b) the approval of the issuance of MITT common stock pursuant to the Merger Agreement by the affirmative vote of a majority of the votes cast by the holders of the outstanding shares of MITT common stock at the meeting of the stockholders of MITT (the “MITT Stockholder Approval”), (c) the Registration Statement (as defined below) being declared effective by the SEC, (d) the listing on the NYSE of the shares of MITT common stock, MITT Series D Preferred Stock and MITT Series E Preferred Stock that will be issued in connection with the Merger, (e) the representations and warranties of each of the parties being true and correct, subject to the materiality standards contained in the Merger Agreement, (f) each party’s compliance in all material respects with their respective covenants and agreements set forth in the Merger Agreement, (g) the absence of a material adverse effect with respect to either MITT or CHMI, (h) the delivery of certain tax opinions, documents and certificates, and (i) obtaining certain regulatory approvals arising in connection with the proposed transaction.
The Merger Agreement contains customary representations, warranties and covenants by the parties. The representations and warranties of the parties are subject to certain important qualifications and limitations set forth in confidential disclosure letters delivered by MITT, on the one hand, and CHMI, 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 Merger, rather than establishing matters as facts. In addition, the Merger Agreement provides that each of MITT and CHMI will, until the Effective Time, use commercially reasonable efforts to operate their respective businesses in all material respects in the ordinary course, preserve substantially intact its current business organization and preserve key business relationships, and maintain all material permits, registrations, licenses and the like. Each of MITT and CHMI is subject to restrictions as specified in the Merger Agreement on certain actions each company may take prior to the Effective Time, including related to amending organizational documents, declaring dividends, issuing or repurchasing capital stock, engaging in certain business transactions and incurring indebtedness.
The Merger Agreement provides for reciprocal “no-shop” provisions, which prohibit each of MITT, CHMI and their respective subsidiaries from, among other things, (a) initiating, soliciting 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 MITT or CHMI 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. CHMI and MITT 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 requisite stockholder approval, under certain specified circumstances, the board of directors of each of MITT and CHMI may change its recommendation to its stockholders regarding the Merger (with respect to the CHMI board of directors) or the issuance of shares of MITT common stock (with respect to the MITT board of directors), if such board of directors (i) determines in good faith after consulting with its outside legal counsel and independent financial advisor 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 contains certain termination rights for both MITT and CHMI, including if there is a failure to complete the Merger on or before March 9, 2027 (provided that such date shall be extended to May 9, 2027, if on such earlier date, the parties have not received certain required regulatory approvals), a failure to obtain the MITT Stockholder Approval or the CHMI Stockholder Approval, a change of recommendation of the other party’s board of directors, 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, MITT or CHMI, as applicable, would be required to pay the other party a termination fee of, in the case of payment by CHMI, $4,700,000 and, in the case of payment by MITT, $7,990,000.
In the Merger Agreement, MITT has agreed to take all necessary corporate action so that upon and after the Effective Time, the size of the MITT board of directors is increased by two members, and the members of the CHMI board of directors designated by CHMI to serve on the MITT board of directors (“CHMI Director Designees”) are appointed to the MITT board of directors. MITT has further agreed to nominate the CHMI Director Designees to the MITT board of directors at the next annual meeting following the Effective Time.
The foregoing description of the Merger Agreement and the transactions contemplated thereby 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 to this Current Report on Form 8-K and is incorporated herein by reference.
Voting Agreement
In connection with the execution of the Merger Agreement, AG MIT, LLC, a subsidiary of MITT (the “Voting Party”), also entered into a Voting and Support Agreement with CHMI (the “Voting Agreement”). Pursuant to the Voting Agreement, among other things, the Voting Party agreed to vote all shares of CHMI common stock owned of record or beneficially held by the Voting Party, consisting of 734,800 shares (the “Voting Shares”), in favor of (a) (i) the approval of the Merger Agreement and the Merger and (ii) any proposal to adjourn, recess or postpone the CHMI stockholders meeting to solicit additional proxies if there are not sufficient votes to approve the matters referred to in clause (i); and (b) against any alternative CHMI acquisition proposal. Notwithstanding the foregoing, (A) if the CHMI board of directors has made a CHMI change of recommendation in compliance with the Merger Agreement, then the Voting Party shall not be required to vote or cause to be voted the Voting Shares in favor of the matters described in clauses (a) or (b) and (B) the Voting Party shall retain at all times the right to vote and the right to cause the vote of any Voting Shares in the Voting Party’s sole discretion. The Voting Agreement terminates on the earliest to occur of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms.
The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to MITT's Management Agreement
Contemporaneously with the execution of the Merger Agreement, and in consideration of MITT Manager’s approximate $20 million cash payment to CHMI stockholders in the Merger, MITT and MITT Manager entered into an amendment (the “MITT Management Agreement Amendment”) to the existing MITT Management Agreement, as amended on April 6, 2020, September 24, 2020, November 22, 2021, and August 8, 2023 (as amended, the “Existing MITT Management Agreement”). The MITT Management Agreement Amendment will become effective automatically upon the closing of the Merger, and will have no force and effect if the Merger does not close. The MITT Management Agreement Amendment makes certain changes to the Existing MITT Management Agreement, including, (i) updating the calculation of the “Equity Hurdle Base” to be based on MITT’s book value immediately after the Effective Time, (ii) updating the income component of the incentive fee from “Adjusted Net Income” to “Earnings Available for Distribution”, (iii) updating the calculation mechanics of the incentive fee to
a rolling four quarter basis, (iv) providing that no incentive fee shall be payable with respect to any calendar quarter unless Earnings Available for Distribution for the twelve most recently completed calendar quarters is greater than zero, (v) that the termination fee will be three times the sum of the average annual base management fee and the average annual incentive fee during the prior 24-month period, and (vi) providing that the incentive fee will be calculated quarterly and payable annually. The incentive fee will continue to be payable in cash, or, at the option of MITT’s board of directors, shares of MITT’s common stock or a combination of cash and shares, provided that no more than 50% of the incentive fee may be paid in shares of MITT’s common stock without MITT Manager’s consent.
All other terms and conditions of the Existing MITT Management Agreement remain substantially the same.
The foregoing description of the MITT Management Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the MITT Management Agreement Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 10, 2026, MITT and CHMI issued a joint press release announcing the execution of the Merger Agreement. On the same day, MITT made available an investor presentation regarding the Merger. A copy of each of the joint press release and the investor presentation is furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information (including Exhibit 99.1 and Exhibit 99.2) be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | ||||||||
2.1 | Agreement and Plan of Merger, dated as of August 9, 2026, by and among TPG Mortgage Investment Trust, Inc., MIT Merger Sub II, LLC, Cherry Hill Mortgage Investment Corporation, Cherry Hill Operating Partnership, LP, and, solely for the limited purposes set forth therein, AG REIT Management, LLC* | |||||||
10.1 | Voting and Support Agreement, dated as of August 9, 2026, by and among Cherry Hill Mortgage Investment Corporation and AG MIT, LLC | |||||||
10.2 | Fifth Amendment to Management Agreement, dated as of August 9, 2026, by and between TPG Mortgage Investment Trust, Inc. and AG REIT Management, LLC | |||||||
99.1 | Joint Press Release, dated August 10, 2026 | |||||||
99.2 | Investor Presentation, dated August 10, 2026 | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules have been omitted. MITT agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
Important Additional Information and Where to Find It
In connection with the proposed Merger, MITT 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 MITT and a joint proxy statement of MITT and CHMI (the “joint proxy statement/prospectus”). The joint proxy statement/prospectus will contain important information about MITT, CHMI, the proposed Merger and related matters. MITT and CHMI also expect to file with the SEC other documents regarding the Merger. The Merger will be submitted to the stockholders of CHMI for their consideration. Issuance of MITT stock in the Merger will be submitted to the stockholders of MITT for their consideration. The definitive joint proxy statement/prospectus will be sent to the stockholders of MITT and CHMI, and will contain important information about MITT, 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 MITT 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 MITT AND CHMI WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MITT, 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 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.
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. 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 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 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 MITT 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 Current Report on Form 8-K contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended. 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,” “will,” “should,” “may,” “projects,” “could,” “estimates” 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; 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.
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 | ||||||||
 |  | ||||
Exhibit 99.1
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.”
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.
•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.
•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.
•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.
•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.
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.
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
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.
| | ||||
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.
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.
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
(877) 870–7005
InvestorRelations@CHMIreit.com
1 TPG Mortgage Investment Trust, Inc. to Acquire Cherry Hill Mortgage Investment Corporation August 10, 2026
2NYSE: MITT Forward Looking Statements & Non-GAAP Financial Information Forward Looking Statements: This presentation includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 related to the merger, dividends, book value, our investments, our business and investment strategy, investment returns, return on equity, liquidity, financing, taxes, our assets, our interest rate sensitivity, and our views on certain macroeconomic trends and conditions, among others. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of our company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, 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; 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; our ability to generate attractive risk adjusted returns over the long term as a programmatic aggregator and issuer of Non-Agency residential loan securitizations; the strength in our earnings available for distribution (EAD), including whether it will continue to support dividend; whether our investment portfolio will continue to deliver durable net interest income; our levels of operating expenses; our ability to continue to opportunistically rotate capital, including through sales of legacy WMC or other non-core assets; our ability to consummate sales and/or deed-in-lieu of the properties underlying legacy WMC commercial loans within the timeframe or manner anticipated or at all; our ability to continue to grow our residential investment portfolio; whether we will achieve the anticipated benefits of acquiring additional interests in Arc Home within the timeframe contemplated or at all, including driving our earnings power and continuing contribution to EAD; our acquisition pipeline; our ability to invest in higher yielding assets through Arc Home, other origination partners or otherwise; our levels of liquidity, including whether our liquidity will sufficiently enable us to continue to deploy capital within the residential whole loan space as anticipated or at all; the availability of committed financing to support our liquidity; the impact of market, regulatory and structural changes on the market opportunities we expect to have, and whether we will be able to capitalize on such opportunities in the manner we anticipate, including our ability to participate in, and benefit from, the home equity loan market; the impact of market volatility on our business, including our book value, and ability to execute our strategy; our trading volume and liquidity; our portfolio mix, including levels of Residential Investments and Agency RMBS; our ability to manage warehouse exposure as anticipated or at all; our levels of leverage, including our levels of recourse and non-recourse financing; our ability to repay or refinance corporate leverage; our ability to execute securitizations, including at the pace anticipated or at all; our ability to achieve our forecasted returns on equity on warehoused assets and post-securitization, including whether such returns will support earnings growth; changes in our business and investment strategy; our ability to grow our book value; our ability to predict and control costs; changes in inflation, tariffs, interest rates and the fair value of our assets, including negative changes resulting in margin calls relating to the financing of our assets; the impact of credit spread movements on our business; the impact of interest rate changes on our asset yields and net interest margin; changes in the yield curve; the timing and amount of stock issuances pursuant to our ATM program or otherwise; the timing and amount of stock repurchases, if any; our capitalization, including the timing and amount of preferred stock repurchases or exchanges, if any; expense levels, including levels of management fees; changes in prepayment rates on the loans we own or that underlie our investment securities; our distribution policy; Arc Home’s performance, including its profitability, liquidity position and ability to increase market share or benefit from improved gain on sale margins; Arc Home’s origination volumes; the composition of Arc Home’s portfolio, including levels of MSR exposure; costs and levels of leverage on Arc Home’s portfolio; our percentage allocation of loans originated by Arc Home; increased rates of default or delinquencies and/or decreased recovery rates on our assets; the availability of and competition for our target investments; our ability to obtain and maintain financing arrangements on terms favorable to us or at all; changes in general economic or market conditions in our industry and in the finance and real estate markets, including the impact on the value of our assets; conditions in the market for Residential Investments and Agency RMBS; our levels of EAD; market conditions impacting commercial real estate; legislative and regulatory actions by the U.S. Department of the Treasury, the Federal Reserve and other agencies and instrumentalities; regional bank failures; our ability to make distributions to our stockholders in the future; our ability to maintain our qualification as a REIT for federal tax purposes; and our ability to qualify for an exemption from registration under the Investment Company Act of 1940, as amended. Additional information concerning these and other risk factors are contained in our filings with the Securities and Exchange Commission ("SEC"), including those described in Part I – Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such factors may be updated from time to time in our filings with the SEC. Copies are available free of charge on the SEC's website, http://www.sec.gov/. All forward looking statements in this presentation speak only as of the date of this presentation. We undertake no duty to update any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based. All financial information in this presentation is as of June 30, 2026, unless otherwise indicated. Non-GAAP Financial Information: In addition to the results presented in accordance with GAAP, this presentation includes certain non-GAAP financial results and financial metrics derived therefrom, including Earnings Available for Distribution (“EAD“) and economic leverage ratio, as described in the footnotes to this presentation. Our management team believes that this non-GAAP financial information, when considered with our GAAP financial statements, provides supplemental information useful for investors to help evaluate our financial performance. However, our management team also believes that our definition of EAD has important limitations as it does not include certain earnings or losses our management team considers in evaluating our financial performance. Our presentation of non-GAAP financial information may not be comparable to similarly-titled measures of other companies, who may use different calculations. This non-GAAP financial information should not be considered a substitute for, or superior to, the financial measures calculated in accordance with GAAP. Our GAAP financial results and any reconciliations of the non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with GAAP should be carefully evaluated. This presentation may contain statistics and other data that has been obtained or compiled from information made available by third-party service providers. We have not independently verified such statistics or data.
3NYSE: MITT Additional Disclosures Important Additional Information and Where to Find It In connection with the merger with Cherry Hill Mortgage Investment Corp (“CHMI”), TPG Mortgage Investment Trust, Inc. (“MITT”) 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 MITT and a joint proxy statement of MITT and CHMI (the “joint proxy statement/prospectus”). The joint proxy statement/prospectus will contain important information about MITT, CHMI, the proposed Merger and related matters. MITT and CHMI also expect to file with the SEC other documents regarding the Merger. The Merger will be submitted to the stockholders of CHMI for their consideration. Issuance of MITT stock in the Merger will be submitted to the stockholders of MITT for consideration. The definitive joint proxy statement/prospectus will be sent to the stockholders of MITT and CHMI, and will contain important information about MITT, 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 MITT 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 MITT AND CHMI WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MITT, 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 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. 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. 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 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 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 MITT 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, as amended (the “Securities Act”). This communication may be deemed to be solicitation material in respect of the proposed Merger.
4NYSE: MITT Transaction Summary • TPG Mortgage Investment Trust, Inc. (NYSE: MITT) has entered into an agreement to acquire Cherry Hill Mortgage Investment Corporation (NYSE: CHMI) by issuing new common shares of MITT to CHMI’s stockholders using an exchange ratio of 0.3063x(1) • CHMI stockholders will also receive cash consideration from MITT and MITT’s external manager, an affiliate of TPG Inc. (“TPG”) Merger Consideration • Exchange ratio would result in approximately 11.608 million new MITT common shares issued to CHMI stockholders • Total consideration of $117.5 million, or $3.10 per share of CHMI common stock ◦ Stock consideration of $2.17 per share of CHMI common stock(2) ◦ Cash consideration of $0.93 per share of CHMI common stock (~30% of total consideration), consisting of $0.52 per share from TPG and $0.41 per share from MITT • Total consideration represents a purchase price premium of approximately 29% to CHMI’s closing price on August 7, 2026 • MITT will assume CHMI’s $69.5 million of 8.20% Series A Preferred Stock and $40.1 million of 8.25% Series B Fixed-to-Floating Rate Preferred Stock, which will be exchanged for new preferred shares of the combined company with the same terms TPG Contribution and Alignment • TPG will contribute ~$20 million of the cash consideration paid to CHMI’s stockholders, representing ~17% of total consideration • MITT’s external manager, an affiliate of TPG, will continue to serve as the external manager of the pro forma combined company and MITT's existing management team will continue to operate the combined entity • In connection with this support, the external manager’s incentive fee structure will be amended at closing to be based on pro- forma book value and earnings available for distribution, strengthening TPG's alignment of interests with shareholders and its commitment to the combined company’s long-term growth Pro Forma Ownership • MITT: ~73% • CHMI: ~27% Governance • MITT’s board of directors will be expanded to include two additional independent board members designated by CHMI Required Approvals • Transaction is subject to MITT and CHMI shareholder approval and customary regulatory and other closing conditions Expected Closing • Target closing in fourth quarter 2026 1) Based on adjusted book values per share for each of MITT and CHMI as of June 30, 2026. 2) Based on MITT’s closing price of $7.09 as of August 7, 2026. Transaction Overview
5NYSE: MITT Transaction Highlights Long-Term Value Creation Transformational combination driving potential for significant long-term value creation for shareholders and continued growth within the U.S. residential mortgage market High Quality Assets Providing shareholders with access to a combined investment portfolio spanning across Agency and Non-Agency products collateralized by residential mortgage loans with strong credit profiles Synergistic Pro Forma Investment Portfolio CHMI’s Agency-focused strategy producing stable cash flows complements MITT’s credit-focused earnings power and supports dividends for shareholders; this transaction scales a portfolio that has already delivered a 140% increase in EAD(1) and a 33% quarterly dividend increase since Q3 2023 Enhanced Liquidity Profile Further bolsters MITT’s already strong liquidity profile with optionality to leverage MITT’s existing relationships to optimize portfolio financing Improved Scale and Operating Efficiencies A combined platform with increased operating leverage should result in material expense synergies spread across a larger equity capital base Low Leverage Profile Pro forma leverage ratio to be reduced relative to CHMI’s in-place ratio and attractive on a pro forma basis compared to the combined company’s peer group Business Alignment Combined with External Manager Support Fundamental alignment between MITT’s pure play residential mortgage and securitization strategy and CHMI’s Agency RMBS and MSR strategy, complemented by support from one of the most tenured structured credit teams in the industry at TPG 1) EAD, a non-GAAP financial measure, is calculated as Net Income/(loss) available to common stockholders excluding (i) (a) unrealized gains/(losses) on loans, real estate securities, derivatives and other investments, inclusive of our investment in AG Arc and Arc Home's net mortgage servicing rights, and (b) net realized gains/(losses) on the sale or termination of such instruments, (ii) any transaction related expenses incurred in connection with the acquisition, disposition, or securitization of our investments, (iii) the income tax effect on non-EAD income/(loss) items, and (iv) certain other nonrecurring gains or losses. Items (i) through (iv) above include any amount related to those items held in affiliated entities.
6NYSE: MITT 1) Based on MITT’s book value per share of $10.00 as of June 30, 2026 and CHMI’s stock price of $2.41 as of August 7, 2026. 2) Represents estimated operating expense synergies recognized upon combining companies, offset by the additional estimated management fee expense. Anticipated Benefits of the Transaction Transaction expected to increase MITT’s market capitalization by 36%, improving liquidity and trading volume of the stock, increasing the total equity capital base to ~$743 million Transaction is expected to be accretive to earnings in 2027 and generate strong equity returns to common shareholders Transaction to increase the size of MITT’s investment portfolio by ~$1.3 billion, or ~17% Conventional MSR portfolio and in-place servicing structure supported by TPG’s significant experience in originating, acquiring and managing MSRs providing ability to grow this complementary business Transaction provides growth through permanent equity capital without assuming unsecured corporate debt ~$20 million cash contribution from TPG to reduce book value dilution and signals continued support in MITT’s plans to scale Anticipated Benefits to MITT Shareholders Merger consideration represents a significant premium (29%) to CHMI’s current stock price Opportunity to benefit from MITT’s future performance and narrowing of its current trading discount, as total consideration based on MITT’s June 30, 2026 book value represents total consideration of $3.99 per share, or a 66% premium to CHMI’s stock price as of August 7, 2026(1) Cash contribution, as a percentage of the total merger consideration (30%), represents substantial and certain value at closing relative to precedent M&A transactions in the mortgage REIT space MITT’s management team has a track record of successfully executing accretive transactions for shareholders as evidenced by performance post-WMC acquisition in 2023 Anticipated Benefits to CHMI Shareholders Continued strong support from TPG in the form of a ~$20 million cash contribution to the total merger consideration Access to TPG platform, a $327 billion leading global alternative asset management firm providing expertise across both credit and asset-based finance strategies Liquid investment portfolio providing optionality for shareholders in rotating equity into assets classes identified as providing the strongest relative risk- adjusted returns Well positioned with increased scale and liquidity to further capitalize on opportunistic investment environment post-transaction Expect significant operating expense efficiencies of $7 - $9 million annually with combined expenses spread over a larger equity base(2) Anticipated Benefits to Combined Company Shareholders
7NYSE: MITT $1.3 Investment Portfolio (in billions) $3.16 Book Value per Share $228.9 Total Equity (in millions) $77.8 Liquidity(1) (in millions) 5.0x Aggregate Portfolio Leverage Ratio(2) 83.6% 16.4% Agency MSR 31.0% 30.8% 22.7% 15.5% Agency MSR Cash Other (3) Note: data as of June 30, 2026. 1) Calculated as unrestricted cash plus unencumbered agency RMBS securities. 2) Reflects amounts outstanding under repurchase agreements and notes payable as of June 30, 2026, divided by stockholders equity as of June 30, 2026. 3) “Other” designation includes equity in CHMI’s derivatives portfolio, restricted cash, and other assets & liabilities. $1.3 Billion $228.9 Million Cherry Hill Mortgage Investment Corporation Overview • Fully integrated, internally managed residential mortgage REIT focused on acquiring, investing in and managing residential mortgage assets in the United States • CHMI, through a wholly owned subsidiary, is a licensed mortgage servicer for Fannie Mae and Freddie Mac, enabling the company to invest in mortgage servicing rights • Conducts its business through two segments, investments in RMBS (Agency RMBS) and investments in Servicing Related Assets (mortgage servicing rights) • Headquartered in Tinton Falls, NJ Company Overview Investment Portfolio Overview June 30, 2026 Key Statistics Equity Composition Overview
8NYSE: MITT TPG Mortgage Investment Trust, Inc. Overview $7.7 Investment Portfolio (in billions) $10.00 Book Value per Share $546.0 Total Equity (in millions) $111.6 Liquidity(1) (in millions) 1.8x Economic Leverage Ratio(2) 38.3% 29.5% 8.3% 0.7% 9.6% 7.2% 6.4% First Mortgage Home Equity Commercial Agency Cash Arc Home Other Note: data as of June 30, 2026. 1) Total liquidity includes $61.6 million of cash and cash equivalents and $50.0 million of available committed financing on certain residential mortgage loans. 2) Economic Leverage, a non-GAAP financial measure, is calculated as the sum of our financing arrangements, net of cash posted on our financing arrangements, and our senior unsecured notes. Economic leverage does not include any financing utilized through AG Arc. 3) Excludes MITT’s senior unsecured notes for purposes of calculating the percentage equity allocation of MITT’s total equity of $546.0 million as of June 30, 2026. 4) “Other” designation includes restricted cash, equity in MITT’s derivatives portfolio, and other assets & liabilities. 83.9% 14.7% 1.2% 0.2% First Mortgages Home Equity Commercial Agency (4) $7.7 Billion $546.0 Million • Pure-play residential mortgage REIT focused on investing in a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S. mortgage market • Investment activities primarily include acquiring and securitizing newly- originated residential mortgage loans within the non-agency segment of the housing market • Conducts its business through two segments, Loans and Securities and Arc Home, its residential mortgage loan originator and servicer • Externally managed and advised by AG REIT Management LLC, a wholly-owned subsidiary of TPG (Nasdaq: TPG), a leading global alternative asset management firm • Headquartered in New York, NY Company Overview Investment Portfolio Overview June 30, 2026 Key Statistics Equity Composition Overview(3)
9NYSE: MITT 29.4% 22.6% 6.3% 9.0% 8.4% 9.7% 5.5% 9.1% First Mortgage Home Equity Commercial Agency MSR Cash Arc Home Other The combined, pro forma company represents a scaled platform with capabilities across Residential Credit, Agency, and Mortgage Servicing, targeting high-teen ROEs in its investment portfolio Diversified & Scaled Pure-Play Residential Platform 72.0% 12.6% 1.0% 12.1% 2.3% First Mortgages Home Equity Commercial Agency MSR 1.8x 5.0x 2.9x MITT CHMI Pro Forma Financing Arrangements Senior Unsecured Notes $ in millions 1) Economic Leverage, a non-GAAP financial measure, is calculated as the sum of our financing arrangements, net of cash posted on our financing arrangements, and our senior unsecured notes. Economic leverage does not include any financing utilized through AG Arc. 2) Pro forma analysis is adjusted for estimated severance, transaction expenses for each of MITT and CHMI and the ~$15 million of cash consideration payable by MITT. 3) Excludes MITT’s senior unsecured notes for purposes of calculating the percentage equity allocation of the combined company’s pro forma equity as of June 30, 2026. 4) “Other” designation includes restricted cash, equity in MITT’s & CHMI’s derivatives portfolios, and other assets & liabilities. (4) $9.0 Billion $742.5 Million Pro Forma Investment Portfolio Overview Pro Forma Economic Leverage Overview(1)(2) Pro Forma Equity Allocation(2)(3)
10NYSE: MITT Price Change (%) Post July 12, 2023 MITT Submits Offer to Acquire WMC Closing MITT Peer Date MITT WMC Group 7/12/23 0.00% 0.00% 0.00% 7/13/23 2.31% 8.25% 0.90% 7/14/23 6.60% 11.84% 0.26% 7/17/23 9.74% 11.72% 0.66% 7/18/23 12.38% 11.84% 2.05% 7/19/23 12.54% 13.52% 3.95% MITT Share Price Performance: June 2023 - August 2023 Source: S&P Capital IQ Pro. 1) Peer group includes other non-agency mortgage REITs comparable to MITT. • The market sees the value in MITT scaling through accretive M&A transactions, as evidenced by the movement in MITT’s stock price in the lead-up to the announcement of its acquisition of Western Asset Mortgage Capital Corporation (“WMC”) in 2023 o After WMC had initially announced a transaction with a third party, MITT publicly announced its competing acquisition proposal which was followed by a sharp increase in MITT’s stock price relative to peers for the ensuing 5 days • Signals conviction in the impact of a larger equity capital base on liquidity and volume and cost synergies on pro forma earnings power, driving returns for shareholders (15.00%) (10.00%) (5.00%) 0.00% 5.00% 10.00% 15.00% 20.00% 6/27/23 7/1/23 7/5/23 7/9/23 7/13/23 7/17/23 7/21/23 7/25/23 7/29/23 8/2/23 8/6/23 P ri ce C h an ge ( % ) MITT WMC MITT Peer Group August 8, 2023: MITT & WMC announce merger agreement July 13, 2023: MITT publicly announces WMC acquisition proposal (1) (1) June 28, 2023: WMC announces initial transaction with third party Price Performance Through WMC Acquisition Milestones Post WMC Bid Announcement
11NYSE: MITT $0.10 $0.17 $0.21 $0.21 $0.17 $0.18 $0.20 $0.18 $0.23 $0.25 $0.26 $0.24 $0.05 $0.10 $0.15 $0.20 $0.25 $0.30 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 M IT T Q u ar te rl y EA D p er Sh ar e MITT Performance Since WMC Acquisition (20.0%) – 20.0% 40.0% 60.0% 80.0% 100.0% 120.0% Dec-23 Apr-24 Aug-24 Dec-24 Apr-25 Aug-25 Dec-25 Apr-26 Aug-26 To ta l R et u rn ( % ) MITT MITT Peer Group 71% 19% Source: S&P Capital IQ Pro. 1) Market data as of August 7, 2026 and measures total return since December 5, 2023, the day prior to the closing of the WMC acquisition. 2) Peer group includes other non-agency mortgage REITs comparable to MITT. 3) % change figures calculated as most recently disclosed quarterly dividend relative to each company’s Q3 2023 quarterly dividend. 33.3% 12.5% 2.9% 0.0% 0.0% (10.0%) (13.3%) (16.7%) (24.4%)(30.0%) (20.0%) (10.0%) 0.0% 10.0% 20.0% 30.0% 40.0% MITT Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 D iv id en d G ro w th ( % ) Total Return Since Western Asset Mortgage Capital Corporation Acquisition Closing(1) • MITT’s stock price has demonstrated significant momentum relative to its peer group since the successful acquisition of WMC in December 2023 Dividend and Earnings Available for Distribution Growth Since Q3 2023(2)(3) • MITT’s 140% EAD growth since Q3 2023 has powered a 33% quarterly dividend increase, significantly outperforming similar mortgage REITs (2)
12 Appendix
13NYSE: MITT TPG – A Scaled and Experienced Global Alternatives Manager 1) As of June 30, 2026. $327B(1) of AUM across public and private markets 1992 Founded in San Francisco and Fort Worth, Texas 700+ investment and operations professionals 1,900+ total TPG employees 30 offices globally Active Portfolio Company TPG Office TPG Co-Headquarters Fort Worth New York Washington, D.C. San Francisco Los Angeles Chicago Miami London Luxembourg Amsterdam Frankfurt Milan Melbourne Sydney Dubai Mumbai Singapore Seoul Beijing Hong Kong Shanghai Tokyo Cleveland
14 www.mitt.tpg.com