Merger Announcement: TPG Mortgage, Cherry Hill Set Dec. 2 Votes

Key takeaways

• Stockholders of TPG Mortgage Investment Trust, Inc. (MITT) and Cherry Hill Mortgage Investment Corporation (CHMI) will vote on December 2, 2026, on proposals tied to a merger agreement dated August 9, 2026.
• Each CHMI common share converts into 0.3063 MITT shares, $0.41 in cash from MITT and $0.52 in cash from MITT’s external manager.
• Former CHMI holders would own about 27% of MITT’s common stock and current MITT holders about 73%.
• The companies expect to close in the fourth quarter of 2026, subject to approvals tied to Cherry Hill’s mortgage servicer.

Merger announcement to proxy: what the filing adds

The agreement was announced in August. The definitive joint proxy statement/prospectus, dated October 8, supplies the vote calendar and the mechanics. Cherry Hill’s operating partnership first merges into CHMI, and CHMI then merges into a MITT subsidiary. The MITT common stock stays listed on the New York Stock Exchange under “MITT.”

Term	Detail
Stock consideration	0.3063 MITT common share per CHMI share, fixed
Cash from MITT	$0.41 per CHMI share
Cash from MITT Manager	$0.52 per CHMI share
Record date	October 2, 2026
MITT meeting	December 2, 2026, 10:00 a.m. Eastern, New York
CHMI meeting	December 2, 2026, 9:00 a.m. Eastern, virtual
Shares outstanding	MITT 31,803,475; CHMI 36,947,394
Termination date	March 9, 2027

Consideration and the preferred stock

The stock and cash amounts are fixed and do not change with either company’s share price, so the implied value per CHMI share depends on where MITT trades at closing. The $0.52 comes from AG REIT Management, LLC, MITT’s manager, acting on its own behalf, rather than from MITT. On the October 2 record-date share count of 36,947,394 CHMI shares, our arithmetic puts the manager’s payment near $19.2 million and MITT’s $0.41 near $15.1 million, before any equity awards that vest or convert.

Cherry Hill’s two preferred series carry over. Each 8.20% Series A share becomes one MITT 8.20% Series D preferred share, and each 8.250% Series B share becomes one MITT Series E floating rate preferred share. The new preferred shares are to have rights substantially the same as the originals and be listed on the NYSE as “MITT PrD” and “MITT PrE.”

Management agreement and servicing approvals

The proxy describes a fifth amendment to MITT’s management agreement that takes effect automatically at closing and resets the base used for the incentive-fee hurdle. Under the amended agreement, the management fee remains 1.5% of stockholders’ equity per year and the incentive fee is 15% of earnings available for distribution above an 8% annual hurdle.

Regulatory conditions center on Aurora, Cherry Hill’s mortgage servicer. The parties need change-of-control approvals from Fannie Mae, Freddie Mac and certain state authorities, plus consents under the Freddie Mac and Fannie Mae facilities. The termination date of March 9, 2027, extends automatically by 60 days if only those approvals, or a legal restraint, remain outstanding.

Votes needed

MITT’s stock issuance proposal needs a majority of votes cast. Cherry Hill’s merger proposal needs a majority of all outstanding CHMI common shares. A MITT subsidiary, AG MIT, LLC, holds 734,800 CHMI shares and agreed to vote them for the CHMI proposals. Both boards unanimously recommend the transaction. The CHMI compensation vote is advisory and is not a closing condition.

Two CHMI-designated directors would join the MITT board at closing. A minimum distribution dividend may also be paid before the merger takes effect to satisfy REIT distribution requirements. Pre-registration for in-person attendance at the MITT meeting closes November 27.