TPG Mortgage Trust to Acquire Cherry Hill in $9B Strategic Consolidation

NEW YORK, NY – August 10, 2026 – In a definitive move signaling a new wave of consolidation within the residential mortgage sector, TPG Mortgage Investment Trust, Inc. (NYSE: MITT) today announced its agreement to acquire Cherry Hill Mortgage Investment Corporation (NYSE: CHMI). The merger, which received unanimous approval from both companies' boards, will create a scaled residential mortgage REIT with a combined investment portfolio of approximately $9.0 billion.

The transaction terms stipulate that CHMI stockholders will receive 0.3063 shares of MITT common stock plus $0.93 in cash for each share they hold. This implies a value of $3.10 per CHMI share, representing a significant 29% premium over the company’s closing stock price on August 7, 2026. The deal, expected to close in the fourth quarter of this year pending stockholder and regulatory approvals, will result in MITT stockholders owning approximately 73% of the combined entity, with CHMI stockholders holding the remaining 27%.

A Play for Scale and Synergy

The strategic rationale behind the merger centers on creating a more formidable and efficient player in the U.S. mortgage market. By combining two highly complementary portfolios, MITT aims to significantly enhance its operational scale, a critical advantage in the competitive mortgage REIT landscape. The combined entity’s $9.0 billion portfolio will be heavily weighted towards Non-Agency Residential Credit (72.0%), with additional allocations to Agency Residential Mortgage-Backed Securities (RMBS) and Mortgage Servicing Rights (MSRs) (14.4%), and Home Equity investments (12.6%).

“This combination represents a transformational, value-creating opportunity for both MITT and CHMI stockholders,” said T.J. Durkin, President and Chief Executive Officer of MITT. “We are excited to bring together two highly complementary portfolios to significantly enhance the scale of MITT’s residential mortgage platform, which we believe will generate meaningful operational efficiencies and deliver accretive earnings growth for the benefit of all stockholders.”

Management projects that the increased scale will unlock annual operational efficiencies between $7 million and $9 million. These cost savings, coupled with a more favorable expense ratio, are expected to make the transaction accretive to earnings within one year of closing. The deal is also bolstered by the formidable backing of MITT’s manager, an affiliate of TPG Inc., a global alternative asset management firm with $327 billion in assets under management. TPG's support includes a direct contribution of approximately $20 million toward the cash portion of the merger consideration, a move that signals strong sponsor alignment and helps mitigate book value dilution for existing MITT shareholders.

A Proven Track Record of Integration

For investors weighing the execution risk of such a significant merger, MITT’s leadership points to a recent and highly relevant success story: the 2023 acquisition of Western Asset Mortgage Capital Corporation (WMC). That transaction, which closed in December 2023, increased MITT’s market capitalization by nearly 50% and added $1.2 billion in assets, resulting in a reported bargain purchase gain of approximately $30 million.

The integration of WMC has been a tangible success, providing a blueprint for the CHMI merger. Since that deal closed, TPG Mortgage has increased its dividend five times, reflecting a cumulative growth of 33%. More impressively, its quarterly earnings available for distribution (EAD) have surged by approximately 140%, demonstrating a clear ability to absorb a new portfolio and generate enhanced returns. The company’s book value has steadily climbed to $10.00 per share as of the second quarter of 2026, all while fully covering its dividend.

In his statement, T.J. Durkin explicitly referenced this history, adding, “We look forward to completing this transaction and replicating the success we achieved when we acquired Western Asset Mortgage Capital Corporation in 2023.” The governance integration from the WMC deal, which saw two independent directors join MITT's board, will be mirrored in the CHMI transaction, with two of Cherry Hill’s independent directors set to join the board of the combined company.

Value Proposition for Shareholders

The merger presents a compelling value proposition for stockholders of both companies. For CHMI investors, the deal offers an immediate and substantial premium, with nearly 30% of the consideration delivered in cash. This provides immediate liquidity while also allowing for continued participation in the market through ownership in a larger, more diversified, and potentially more resilient company.

Joseph Murin, Chairman of CHMI’s Board of Directors, confirmed that the decision followed a rigorous evaluation. “After conducting a thorough competitive process with the assistance of our financial advisor, the Board unanimously determined that this transaction with MITT is in the best interest of CHMI and its stockholders,” he stated. CHMI’s CEO, Jay Lown, echoed this sentiment, highlighting the benefit of joining forces with a platform supported by TPG’s “substantial resources, and record of successful integration.”

For MITT shareholders, the acquisition is a strategic move to build permanent capital and scale without taking on unsecuritized debt. The deal effectively de-risks Cherry Hill’s balance sheet, bringing its historical leverage of over 5.0x down to a more conservative pro forma economic leverage of approximately 2.9 turns. To further align interests, the incentive fee structure for MITT’s manager will be amended to be based on the combined company’s pro forma book value and earnings, a move designed to tie management compensation directly to long-term shareholder value creation.

Consolidation in a Challenging Mortgage Market

This merger does not occur in a vacuum. It reflects a broader trend of consolidation within the mortgage REIT sector, which is navigating a complex economic environment. The U.S. housing market in 2026 remains subdued, characterized by elevated home prices, tight housing supply, and affordability challenges stemming from the recent interest rate cycle. While mortgage rates have shown signs of easing, overall market activity has yet to rebound to historical norms.

In this climate, scale becomes paramount. Larger REITs can command better financing terms, achieve greater operational efficiencies, and maintain a more diversified and liquid portfolio to weather market volatility. By combining, MITT and CHMI are positioning themselves to be a more robust competitor. The combined entity's focus on non-agency residential credit and home equity aligns with MITT's recent strategy of rotating capital into higher-yielding assets, a move that has already proven successful in boosting its earnings. This strategic positioning will be crucial as the combined company navigates the evolving dynamics of the U.S. housing finance sector.