Business Context and Reporting Period
This Form 8-K, dated August 9, 2026, reports that TPG Mortgage Investment Trust, Inc. ("MITT") has entered into a definitive Merger Agreement with Cherry Hill Mortgage Investment Corporation ("CHMI"). The transaction involves CHMI merging into a wholly-owned subsidiary of MITT. The filing also details a concurrent Voting Agreement and an amendment to MITT's existing Management Agreement.
Key Financial Metrics and Transaction Terms
This filing does not contain historical financial statements, revenue, profit, or cash flow data for MITT or CHMI. The primary financial terms disclosed relate to the proposed merger consideration:
- Common Stock Consideration: Each CHMI common share converts into 0.3063 shares of MITT common stock plus $0.41 in cash from MITT.
- Additional Cash Consideration: CHMI stockholders receive an additional $0.52 per share in cash from the MITT Manager.
- Preferred Stock Exchange: CHMI Series A Preferred Stock converts 1:1 into new MITT Series D Preferred Stock. CHMI Series B Preferred Stock converts 1:1 into new MITT Series E Preferred Stock.
- Termination Fees: If terminated under specific circumstances, CHMI would pay a $4,700,000 fee, and MITT would pay a $7,990,000 fee.
- Management Fee Amendment: The MITT Manager's incentive fee calculation will shift from "Adjusted Net Income" to "Earnings Available for Distribution" on a rolling four-quarter basis, contingent on positive earnings.
Material Changes and Conditions
The filing outlines significant structural changes pending the transaction's closing:
- Board Composition: Upon closing, the MITT board will increase by two members, designated by CHMI.
- Equity Awards: All outstanding CHMI equity awards (RSAs, RSUs, PSUs) will vest immediately prior to the effective time and settle in CHMI common stock.
- Closing Conditions: The merger is subject to stockholder approval from both MITT and CHMI, SEC registration effectiveness, NYSE listing approvals, and the absence of a material adverse effect.
- Timeline: The agreement must be consummated by March 9, 2027, extendable to May 9, 2027, if regulatory approvals are pending.
Outlook, Risks, and Contingencies
Management commentary is limited to the announcement of the agreement and the expectation of filing a joint proxy statement/prospectus on Form S-4. Key risks and contingencies include:
- Approval Risk: Failure to obtain requisite stockholder votes from either company.
- Competing Proposals: The agreement includes "no-shop" provisions, though boards may change recommendations if a "superior proposal" is received.
- Integration and Operational Risks: Risks related to diverting management attention, integration difficulties, and failure to realize expected benefits.
- Regulatory and Legal Risks: Potential delays or failures in obtaining regulatory approvals or stockholder litigation.
Investor Verification Checklist
- Verify the final exchange ratio and cash consideration per share in the upcoming Form S-4 joint proxy statement.
- Confirm the specific terms of the new MITT Series D and Series E Preferred Stock to ensure they match CHMI's existing preferred stock rights.
- Review the detailed "Risk Factors" in the upcoming proxy statement regarding the integration of the two mortgage REITs.
- Monitor the status of the Voting Agreement held by AG MIT, LLC, which covers 734,800 CHMI shares.
- Assess the impact of the amended Management Agreement on future incentive fee payouts and potential dilution from stock-based compensation.