TPG Mortgage Investment Trust, Inc. (MITT) Form 424B3 — Oct 8, 2026

$MITTForm 424B3Filed Oct 8, 2026, 4:06 PM ET0001628280-26-065451Original filing

TPG Mortgage Investment Trust (MITT) filed a 424B3 joint proxy statement/prospectus for its proposed acquisition of Cherry Hill Mortgage Investment (CHMI) under the August 9, 2026 Merger Agreement. Each CHMI common share will be converted into 0.3063 MITT shares plus $0.41 cash from MITT and $0.52 cash from MITT Manager; CHMI preferred shares will exchange into new MITT Series D and Series E preferred stock. Both boards unanimously recommend approval.

Key figures

Exchange Ratio: 0.3063
Record Date: 2026-10-02
Ownership Split: MITT ~73% / former CHMI ~27%
Termination Date: 2027-03-09 (extendable 60 days for regulatory approvals)
Proxy Solicitor Fees: MITT ~$20,000 (D.F. King); CHMI ~$55,000 (Georgeson)
Special Meeting Date: 2026-12-02
Ag Mit Chmi Shares Owned: 734800
Pro Forma Stockholders Equity: ~$740 million
Mitt Common Stock Capitalization: $422 million
Per Share Mitt Cash Consideration: $0.41
Pro Forma Common Equity Market Cap: ~$259 million (at $5.97 close on 2026-09-29)
Preferred Liquidation Preference: $338 million
Chmi Shares Outstanding Record Date: 36947394
Mitt Shares Outstanding Record Date: 31803475
Mitt Preferred Stock Capitalization: $318 million
Per Share Additional Manager Consideration: $0.52

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