TPG Mortgage Investment Trust, Inc. (NYSE:MITT) ("MITT"), a publicly traded residential mortgage REIT managed by AG REIT Management, LLC, an affiliate of TPG Inc. ("TPG") (NASDAQ:TPG), a leading global alternative asset management firm with $327 billion in assets under management, and Cherry Hill Mortgage Investment Corporation (NYSE:CHMI) ("CHMI"), a residential mortgage REIT, today announced that they have entered into a definitive merger agreement, pursuant to which MITT will acquire CHMI.

In connection with the transaction, holders of CHMI common stock will receive 0.3063 shares of MITT common stock and $0.93 in cash per share. Based on the closing price of MITT’s common stock on the New York Stock Exchange (the "NYSE") on August 7, 2026, the transaction implies a value of $3.10 per share of CHMI common stock, representing a 29% premium to CHMI’s unaffected closing stock price on the NYSE on August 7, 2026 and a 32% premium to 30-day volume weighted average price ("VWAP").

The companies expect the transaction to close in the fourth quarter of 2026, subject to customary closing conditions, including the approval of both MITT and CHMI stockholders. This strategic transaction was unanimously approved by the Board of Directors of MITT and Board of Directors of CHMI.

On a pro forma basis, following the closing of the transaction, MITT stockholders are expected to own approximately 73% of the combined company’s equity, and CHMI stockholders are expected to own approximately 27%.

Compelling Strategic Rationale for MITT and CHMI Stockholders

The merger of MITT and CHMI is expected to create numerous operational and financial benefits, including:

Cash Consideration for Stockholders: CHMI stockholders will receive approximately 30% of the merger consideration in cash, consisting of an approximate $20 million payment from TPG and an approximate $15 million payment from MITT, or $0.52 per share and $0.41 per share, respectively.
Strong Financial Rationale: Transaction expected to be accretive to earnings within one year of closing and to provide the combined company with an attractive growth profile.
Increased Financial Strength and Flexibility: Strong support and access to resources from MITT’s manager, which is an affiliate of TPG, a leading global alternative asset management firm with $327 billion of assets under management, including access to TPG’s proprietary, best-in-class securitization platform. The combined company is also expected to benefit from an expanded investor base and enhanced trading liquidity and volume.
Compelling Strategic Fit: Strategically aligned investment strategies spanning Agency and Non-Agency residential mortgage loans brings the combined company’s investment portfolio to $9.0 billion, consisting of approximately 72.0% of Non-Agency Residential Credit, 14.4% Agency RMBS and MSRs, 12.6% Home Equity and 1.0% of other investments.
Enhanced Operational Efficiencies: More favorable expense ratio andoperating efficiencies of approximately $7 to $9 million on an annual basis are expected to be realized.
Transaction Overview

Each share of CHMI common stock will be converted at closing into the right to receive 0.3063 shares of MITT common stock for a total of 11.608 million shares, pursuant to a fixed exchange ratio,1 and $0.93 per share in cash, $0.52 per share of which is to be contributed in part from MITT’s manager and the remainder funded from MITT’s balance sheet. Upon the closing of the transaction, MITT stockholders are expected to own approximately 73% of the combined company’s stock, while CHMI stockholders are expected to own approximately 27% of the combined company’s stock.

Each share of CHMI 8.20% Series A Cumulative Redeemable Preferred Stock and CHMI 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock will be converted at closing into the right to receive one newly issued share of MITT 8.20% Series D Cumulative Redeemable Preferred Stock and MITT 8.250% Series E Floating Rate Cumulative Redeemable Preferred Stock, respectively, having the rights, preferences, privileges and voting powers substantially the same as those of the CHMI Series A Preferred Stock and CHMI Series B Preferred Stock, respectively.

Governance and Management

Upon completion of the merger, the combined company will continue to operate as "TPG Mortgage Investment Trust, Inc." and will be led by MITT’s existing management team, including T.J. Durkin as its President and Chief Executive Officer.

CHMI will designate two independent directors to be added to MITT’s Board of Directors, bringing MITT’s Board up to eight directors. The combined company will be headquartered in New York, and its common stock will continue to be listed on the NYSE under MITT’s current ticker symbol.

In connection with the transaction, the MITT manager’s incentive fee structure will be amended to further enhance alignment of interests with those of stockholders, including to be based on the combined company’s pro forma book value and earnings available for distribution.

Additional information on the transaction and the anticipated benefits to MITT and CHMI stockholders can be found in MITT’s investor deck relating to the transaction posted on MITT’s website at www.mitt.tpg.com. The investor deck is also being furnished by MITT in a Current Report on Form 8-K being filed by MITT with the Securities and Exchange Commission (the "SEC") on the date hereof.

Timing and Approvals

The transaction has been unanimously approved by the Boards of Directors of MITT and CHMI and MITT’s manager. The transaction is expected to close in the fourth quarter of 2026, subject to approval by the respective stockholders of MITT and CHMI, receipt of regulatory approvals and satisfaction of other customary closing conditions set forth in the merger agreement.