TPG Mortgage Investment Trust (MITN) TPG group stake drops under 5%

Rhea-AI Filing Summary

TPG GP A, LLC and related parties reduced their stake in TPG Mortgage Investment Trust, Inc. and fell below the 5% ownership threshold. On February 18, 2026, accounts managed by Angelo, Gordon & Co., L.P. sold 857,033 shares of common stock at $8.24 per share.

After this sale, the reporting persons are deemed to beneficially own 1,458,933 shares, or about 4.6% of the company’s common stock, based on 31,744,449 shares outstanding as of November 5, 2025. As a result, they ceased to be beneficial owners of more than five percent.

Insights

Equity ownership analyst

Large TPG-affiliated holder sold shares, dropping below 5% ownership.

The filing shows that entities controlled by TPG GP A, LLC, including Angelo Gordon-managed accounts, sold 857,033 shares of TPG Mortgage Investment Trust, Inc. at $8.24 per share on February 18, 2026. This reduced their beneficial ownership to 1,458,933 shares, or about 4.6% of the common stock.

Crossing below the 5% threshold matters because it changes their status from a large, reportable holder under Schedule 13D to a smaller shareholder. The filing also clarifies the complex control chain through TPG entities and Angelo Gordon accounts that collectively hold these shares.

The key point for interpretation is that a previously larger outside holder has reduced its stake and influence. Future company filings after February 18, 2026 may provide additional context on any further ownership changes, but this document itself only details the specific sale and resulting ownership level.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

TPG Mortgage Investment Trust, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

001228501

(CUSIP Number)

Jennifer L. Chu
TPG Inc., 301 Commerce Street, Suite 3300
Fort Worth, TX, 76102
(817) 871-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 001228501

1

Name of reporting person

TPG GP A, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,458,933.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,458,933.00

11

Aggregate amount beneficially owned by each reporting person

1,458,933.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 31,744,449 shares of Common Stock (as defined below) outstanding as of November 5, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the U.S. Securities and Exchange Commission (the "Commission") on November 7, 2025.

SCHEDULE 13D

CUSIP No. 001228501

1

Name of reporting person

COULTER, JAMES G

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,458,933.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,458,933.00

11

Aggregate amount beneficially owned by each reporting person

1,458,933.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 31,744,449 shares of Common Stock outstanding as of November 5, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 7, 2025.

SCHEDULE 13D

CUSIP No. 001228501

1

Name of reporting person

WINKELRIED JON

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,458,933.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,458,933.00

11

Aggregate amount beneficially owned by each reporting person

1,458,933.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 31,744,449 shares of Common Stock outstanding as of November 5, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 7, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value per share
(b)	Name of Issuer: TPG Mortgage Investment Trust, Inc.
(c)	Address of Issuer's Principal Executive Offices: 245 Park Avenue, 26th Floor, New York, NEW YORK , 10167.
Item 1 Comment: This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on August 8, 2025 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below: "TPG GP A exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of AG GP LLC, a Delaware limited liability company, which is the general partner of Angelo, Gordon & Co., L.P., a Delaware limited partnership ("Angelo Gordon"), which (i) directly holds 288,290 shares of Common Stock and (ii) is the manager to certain managed accounts and investment fund vehicles (collectively, the "Accounts") that directly hold an aggregate of 1,170,643 shares of Common Stock."
Item 4.	Purpose of Transaction
	This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following before the penultimate paragraph: "On February 18, 2026, the Accounts sold an aggregate of 857,033 shares of Common Stock at a price of $8.24 per share pursuant to Rule 144 under the Securities Act of 1933, as amended (the "February 2026 Sale")."
Item 5.	Interest in Securities of the Issuer
(a)	This Amendment amends and restates the second paragraph of Item 5(a) of the Original Schedule 13D in its entirety as set forth below: "The following sentence is based on a total of 31,744,449 shares of Common Stock outstanding as of November 5, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 7, 2025. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 1,458,933 shares of Common Stock, which constitutes approximately 4.6% of the outstanding shares of Common Stock."
(e)	This Amendment amends and restates Item 5(e) of the Original Schedule 13D in its entirety as set forth below: "As a result of the February 2026 Sale, on February 18, 2026 the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock."

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TPG GP A, LLC

Signature:	/s/ Martin Davidson
Name/Title:	Martin Davidson / Chief Accounting Officer
Date:	02/20/2026

COULTER, JAMES G

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:	02/20/2026

WINKELRIED JON

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:	02/20/2026

Comments accompanying signature:

(1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617). (2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).

FAQ

What transaction did TPG-related holders report in this TPG Mortgage (MITN) Schedule 13D/A?

The amendment reports that Angelo Gordon-managed accounts sold 857,033 shares of TPG Mortgage Investment Trust common stock at $8.24 per share on February 18, 2026. This sale reduced the TPG-affiliated group’s overall beneficial ownership percentage in the company.

How many TPG Mortgage (MITN) shares do the reporting persons now beneficially own?

After the reported sale, the reporting persons may be deemed to beneficially own 1,458,933 shares of TPG Mortgage Investment Trust common stock. This amount reflects holdings through Angelo, Gordon & Co., L.P. and related accounts, as described in the ownership and control structure in the filing.

What percentage of TPG Mortgage (MITN) does the TPG-affiliated group now hold?

The group reports beneficial ownership of approximately 4.6% of TPG Mortgage Investment Trust’s common stock. This percentage is calculated using 31,744,449 shares outstanding as of November 5, 2025, as disclosed in the company’s Form 10-Q cited in the document.

Why did the TPG Mortgage (MITN) reporting persons file Amendment No. 1 to Schedule 13D?

They filed Amendment No. 1 to update ownership information after a February 18, 2026 sale of 857,033 shares. The amendment also states that, following this transaction, the reporting persons ceased to be beneficial owners of more than 5% of the company’s outstanding common stock.

Who are the main reporting persons in this TPG Mortgage (MITN) Schedule 13D/A filing?

Key reporting persons include TPG GP A, LLC, James G. Coulter, and Jon Winkelried. Through a chain of TPG entities, they exercise control over Angelo, Gordon & Co., L.P., which directly or through accounts holds the reported TPG Mortgage common shares.

What share count did the filing use to calculate TPG Mortgage (MITN) ownership percentages?

The reported 4.6% ownership is based on 31,744,449 shares of TPG Mortgage Investment Trust common stock outstanding as of November 5, 2025. That outstanding share figure comes from the company’s Form 10-Q filed with the SEC on November 7, 2025.