TPG Mortgage Investment Trust Announces Merger With Cherry Hill Mortgage

What Happened
TPG Mortgage Investment Trust, Inc. (MITT) announced on August 10, 2026 that it entered into an Agreement and Plan of Merger (dated August 9, 2026) to merge Cherry Hill Mortgage Investment Corporation (CHMI) into a MITT subsidiary. At the Effective Time each CHMI common share will convert into 0.3063 shares of MITT common stock plus $0.41 cash from MITT and an additional $0.52 cash paid by AG REIT Management, LLC (MITT Manager). CHMI’s two series of preferred shares will convert into newly issued MITT preferred series with substantially similar rights. The companies filed a joint press release and investor presentation the same day.

Key Details

• Per-share common-stock consideration: 0.3063 shares of MITT common stock + $0.41 cash (from MITT) + $0.52 cash (from MITT Manager).
• Preferred conversion: CHMI 8.20% Series A → MITT Series D (one-for-one); CHMI 8.250% Series B → MITT Series E (one-for-one, floating rate).
• Timing & approvals: Transaction subject to CHMI and MITT stockholder approvals, SEC effectiveness of an S-4 registration statement, NYSE listing of issued securities, regulatory approvals and other customary closing conditions; outside termination date March 9, 2027 (extendable to May 9, 2027 in specified circumstances).
• Governance & employees: MITT will increase its board by two and appoint CHMI director designees; CHMI equity awards vest immediately prior to the merger and CHOP LTIP units convert to CHMI common stock.
• Voting & fees: AG MIT, LLC agreed to vote 734,800 CHMI shares in favor (subject to limited exceptions). Termination fees: $4.7M payable by CHMI in certain cases, $7.99M payable by MITT in certain cases.
• Management agreement change: Contemporaneous amendment to MITT’s management agreement (effective only if the merger closes) reflects MITT Manager’s ~ $20M cash payment to CHMI stockholders and revises incentive fee mechanics (rolling four‑quarter basis, “Earnings Available for Distribution” measure, quarterly calculation/payable annually, cap on equity payment without manager consent).

Why It Matters
This is a strategic consolidation in the mortgage REIT space that will dilute MITT common shareholders through issuance of stock but also involves cash payments to CHMI holders and an upfront cash contribution from MITT’s manager. Key near-term milestones for investors are receipt of stockholder approvals, SEC clearance of the S‑4, and NYSE listing for the new MITT securities. Changes to MITT’s management fee and incentive structure and the board appointments could affect governance and future payouts; termination fees and the timeline set material deadlines that could influence deal certainty. Investors should review the forthcoming joint proxy statement/prospectus for full details before voting.