TPG Mortgage Investment Trust to Acquire Cherry Hill Mortgage Investment

What happened

On August 10, 2026, TPG Mortgage Investment Trust, Inc. (MITT) announced during its second-quarter earnings call that it had entered into a definitive agreement to acquire Cherry Hill Mortgage Investment Corporation (CHMI), a real estate investment trust that focuses on residential mortgage investments. The acquisition is expected to close in the fourth quarter of 2026.

Cherry Hill shareholders will receive a mix of cash and MITT stock, with approximately 30% of the consideration in cash. The cash portion consists of roughly $20 million from TPG (MITT's manager) and about $15 million from MITT's balance sheet. The combined company’s market capitalization will increase by roughly 36% to approximately $750 million.

MITT expects annual cost synergies of $7 million to $9 million from combining the two platforms. The acquisition adds Cherry Hill's mortgage servicing rights (MSRs) and agency RMBS portfolio to MITT's existing residential loan and non-agency credit strategies.

Details of the transaction

According to MITT's CEO T.J. Durkin on the earnings call, the acquisition is a 'transformational step forward' that will provide 'significantly enhanced scale, meaningful G&A synergies and a highly complementary portfolio mix.' The company believes the deal will be accretive to earnings available for distribution (EAD) starting in 2027.

Cherry Hill's portfolio includes agency RMBS and low-coupon mortgage servicing rights, which MITT says will bring durable, predictable cash flows that complement its existing residential loan strategy and strengthen its net interest margin. MITT also noted the combined pro forma economic leverage will be about 2.9 turns, which it characterized as conservative relative to peers.

The transaction is subject to customary closing conditions, including regulatory approvals and Cherry Hill shareholder approval. MITT expects to file a registration statement on Form S-4 with the SEC in connection with the merger.

What this means

The filing is a Form 425, which is a special disclosure form used by companies involved in a merger or acquisition to communicate information to shareholders. It acts as both a communication document and a filing that satisfies proxy solicitation rules under SEC regulations. Here, TPG Mortgage Investment Trust filed the Form 425 to incorporate its earnings call transcript where the acquisition was publicly discussed.

Cherry Hill Mortgage Investment Corporation is a publicly traded REIT that invests primarily in residential mortgage assets, including agency RMBS (securities issued by government-sponsored enterprises like Fannie Mae and Freddie Mac) and mortgage servicing rights (the right to collect fees for servicing mortgage loans). MITT is a smaller REIT managed by TPG, focused on residential mortgage credit strategies such as home equity loans and non-agency securitizations.

The consideration structure—roughly 30% cash, 70% stock—means Cherry Hill shareholders will receive a combination of immediate cash and shares in the combined company. The cash contribution from TPG signals the manager's commitment to the deal. After closing, Cherry Hill's shareholders will become shareholders of MITT and gain exposure to MITT's broader platform and TPG's resources.

A Form 425 filing typically precedes a formal shareholder vote. Cherry Hill shareholders will receive a proxy statement or consent solicitation containing full details of the transaction, including financial analyses and risk factors. The transaction is subject to approval by Cherry Hill shareholders; a majority of outstanding shares must vote in favor.