Cherry Hill Mortgage Announces Merger Agreement with TPG Mortgage Investment Trust

What Happened

• On August 9, 2026 Cherry Hill Mortgage Investment Corporation (CHMI) entered into a definitive Agreement and Plan of Merger with TPG Mortgage Investment Trust, Inc. (Parent) and a Parent subsidiary (Merger Sub). The transaction will (1) merge CHMI’s operating partnership into CHMI, and then (2) merge CHMI into Merger Sub. The boards of both companies have approved the Mergers and a joint press release was issued August 10, 2026.

Key Details

• Per‑share consideration for each outstanding CHMI common share (except treasury shares): 0.3063 shares of Parent common stock plus $0.41 cash from Parent and $0.52 cash from Parent Manager (total cash = $0.93).
• Preferred stock treatment: each CHMI Series A preferred share converts 1-for-1 into Parent Series D preferred; each CHMI Series B preferred converts 1-for-1 into Parent Series E preferred.
• Equity awards: outstanding restricted stock units and performance RSUs will vest/settle and be net‑settled for taxes prior to the merger and receive the same merger consideration.
• Closing conditions include CHMI and Parent stockholder approvals, SEC effectiveness of a Form S-4, NYSE listing approvals, required regulatory approvals, and REIT qualification and tax opinions; target outside date is March 9, 2027 (extendable 60 days in limited circumstances).
• Termination fees: $4.7 million payable by CHMI in certain termination scenarios; $7.99 million payable by Parent in certain scenarios.
• Support agreement: AG MIT, LLC agreed to vote its CHMI shares in favor of the Merger Agreement. Parent agreed to expand its board by two seats and appoint CHMI‑designated directors following the merger.

Why It Matters

• If completed, CHMI common shares will be cancelled and shareholders will receive a mix of TPG stock and cash (0.3063 Parent shares + $0.93 cash per CHMI share). That changes the security and liquidity profile for CHMI holders (partial cash + new Parent equity).
• The deal requires stockholder votes, regulatory and SEC approvals, and tax/reorganization opinions; there is no immediate cash-out without closing. The termination fees and support agreement indicate both parties’ commitments but the transaction remains subject to customary conditions and approvals.