TPG Mortgage Investment Trust, Inc.

(Former Name or Address, if Changed Since Last Report)

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Item 1.01 Entry Into a Material Definitive Agreement.

Merger Agreement

On August 10, 2026, TPG Mortgage Investment Trust, Inc., a Maryland corporation (“MITT”), announced it entered into an Agreement and Plan of Merger, dated as of August 9, 2026 (the “Merger Agreement”), with Cherry Hill Mortgage Investment Corporation, a Maryland corporation (“CHMI”), Cherry Hill Operating Partnership, LP ("CHOP"), a Delaware limited partnership, MIT Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of MITT (“Merger Sub”), and, solely for the limited purposes set forth in the Merger Agreement, AG REIT Management, LLC, a Delaware limited liability company (“MITT Manager”). Pursuant to, and subject to the terms and conditions set forth in, the Merger Agreement, CHMI will merge with and into Merger Sub, with Merger Sub surviving (the “Merger”).

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of CHMI common stock will be converted into the right to receive the following (the “Per Share Merger Consideration”): (1)(a) 0.3063 shares of MITT common stock pursuant to a fixed exchange ratio and (b) $0.41 per share in cash, without interest, from MITT; and (2) $0.52 per share in cash from MITT Manager (acting solely on its own behalf), as additional consideration. In addition, each share of CHMI 8.20% Series A Cumulative Redeemable Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one newly issued share of MITT 8.20% Series D Cumulative Redeemable Preferred Stock (“MITT Series D Preferred Stock”). Also, each share of CHMI 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive one newly issued share of MITT Series E Floating Rate Cumulative Redeemable Preferred Stock (“MITT Series E Preferred Stock”). The MITT Series D Preferred Stock and MITT Series E Preferred Stock shall have 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.

In connection with the transactions contemplated by the Merger Agreement, each outstanding CHMI restricted stock award, restricted stock unit award and performance stock unit award (each, a “CHMI Equity Award”) will vest in full immediately prior to the Effective Time and settle in shares of CHMI common stock. Each outstanding CHOP LTIP unit (vested and unvested) will be converted to shares of CHMI common stock.

The obligation of each party to consummate the Merger is subject to a number of conditions, including, among others, (a) the approval of the Merger and the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of CHMI common stock entitled to vote on such matters (the “CHMI Stockholder Approval”), (b) the approval of the issuance of MITT common stock pursuant to the Merger Agreement by the affirmative vote of a majority of the votes cast by the holders of the outstanding shares of MITT common stock at the meeting of the stockholders of MITT (the “MITT Stockholder Approval”), (c) the Registration Statement (as defined below) being declared effective by the SEC, (d) the listing on the NYSE of the shares of MITT common stock, MITT Series D Preferred Stock and MITT Series E Preferred Stock that will be issued in connection with the Merger, (e) the representations and warranties of each of the parties being true and correct, subject to the materiality standards contained in the Merger Agreement, (f) each party’s compliance in all material respects with their respective covenants and agreements set forth in the Merger Agreement, (g) the absence of a material adverse effect with respect to either MITT or CHMI, (h) the delivery of certain tax opinions, documents and certificates, and (i) obtaining certain regulatory approvals arising in connection with the proposed transaction.

The Merger Agreement contains customary representations, warranties and covenants by the parties. The representations and warranties of the parties are subject to certain important qualifications and limitations set forth in confidential disclosure letters delivered by MITT, on the one hand, and CHMI, on the other hand, and were made solely for purposes of the Merger Agreement. The representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, and the representations and warranties are primarily intended to establish circumstances in which either of the parties may not be obligated to consummate the Merger, rather than establishing matters as facts. In addition, the Merger Agreement provides that each of MITT and CHMI will, until the Effective Time, use commercially reasonable efforts to operate their respective businesses in all material respects in the ordinary course, preserve substantially intact its current business organization and preserve key business relationships, and maintain all material permits, registrations, licenses and the like. Each of MITT and CHMI is subject to restrictions as specified in the Merger Agreement on certain actions each company may take prior to the Effective Time, including related to amending organizational documents, declaring dividends, issuing or repurchasing capital stock, engaging in certain business transactions and incurring indebtedness.

The Merger Agreement provides for reciprocal “no-shop” provisions, which prohibit each of MITT, CHMI and their respective subsidiaries from, among other things, (a) initiating, soliciting or knowingly encouraging or facilitating the making of a competing proposal, or (b) engaging in, continuing, or otherwise participating in discussions or negotiations regarding, or furnishing to any other person any information for the purpose of encouraging or facilitating, a competing proposal. The no-shop provisions are subject to certain exceptions as more fully described in the Merger Agreement, including the ability of MITT or CHMI to engage in certain of the foregoing activities under certain circumstances in the event that it receives a bona fide, competing proposal that is, or would reasonably be expected to lead to, a “superior proposal,” that did not result from a material breach of the foregoing restrictions. CHMI and MITT also may not enter into a letter of intent or agreement in principle or other agreement providing for a competing proposal or effect a change of recommendation.

At any time prior to obtaining the requisite stockholder approval, under certain specified circumstances, the board of directors of each of MITT and CHMI may change its recommendation to its stockholders regarding the Merger (with respect to the CHMI board of directors) or the issuance of shares of MITT common stock (with respect to the MITT board of directors), if such board of directors (i) determines in good faith after consulting with its outside legal counsel and independent financial advisor that the failure to do so would reasonably be expected to be inconsistent with such board of directors’ fiduciary duties under applicable law (outside the context of a competing proposal, which is addressed in the following prong (ii)) or (ii) in response to a bona fide unsolicited written competing proposal that such board of directors has determined in good faith (after consultation with its legal and financial advisors) is a “superior proposal,” provided the party intending to make the change of recommendation complies with the procedures set forth in the Merger Agreement.

The Merger Agreement contains certain termination rights for both MITT and CHMI, including if there is a failure to complete the Merger on or before March 9, 2027(provided that such date shall be extended to May 9, 2027, if on such earlier date, the parties have not received certain required regulatory approvals), a failure to obtain the MITT Stockholder Approval or the CHMI Stockholder Approval, a change of recommendation of the other party’s board of directors, acceptance of a superior proposal, or uncured breaches of the Merger Agreement by the other party. In the event of a termination of the Merger Agreement under certain circumstances, including a change of recommendation or the acceptance of a superior proposal, MITT or CHMI, as applicable, would be required to pay the other party a termination fee of, in the case of payment by CHMI, $4,700,000 and, in the case of payment by MITT, $7,990,000.

In the Merger Agreement, MITT has agreed to take all necessary corporate action so that upon and after the Effective Time, the size of the MITT board of directors is increased by two members, and the members of the CHMI board of directors designated by CHMI to serve on the MITT board of directors (“CHMI Director Designees”) are appointed to the MITT board of directors. MITT has further agreed to nominate the CHMI Director Designees to the MITT board of directors at the next annual meeting following the Effective Time.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Voting Agreement

In connection with the execution of the Merger Agreement, AG MIT, LLC, a subsidiary of MITT (the “Voting Party”), also entered into a Voting and Support Agreement with CHMI (the “Voting Agreement”). Pursuant to the Voting Agreement, among other things, the Voting Party agreed to vote all shares of CHMI common stock owned of record or beneficially held by the Voting Party, consisting of 734,800 shares (the “Voting Shares”), in favor of (a) (i) the approval of the Merger Agreement and the Merger and (ii) any proposal to adjourn, recess or postpone the CHMI stockholders meeting to solicit additional proxies if there are not sufficient votes to approve the matters referred to in clause (i); and (b) against any alternative CHMI acquisition proposal. Notwithstanding the foregoing, (A) if the CHMI board of directors has made a CHMI change of recommendation in compliance with the Merger Agreement, then the Voting Party shall not be required to vote or cause to be voted the Voting Shares in favor of the matters described in clauses (a) or (b) and (B) the Voting Party shall retain at all times the right to vote and the right to cause the vote of any Voting Shares in the Voting Party’s sole discretion. The Voting Agreement terminates on the earliest to occur of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment to MITT's Management Agreement

Contemporaneously with the execution of the Merger Agreement, and in consideration of MITT Manager’s approximate $20 million cash payment to CHMI stockholders in the Merger, MITT and MITT Manager entered into an amendment (the “MITT Management Agreement Amendment”) to the existing MITT Management Agreement, as amended on April 6, 2020, September 24, 2020, November 22, 2021, and August 8, 2023 (as amended, the “Existing MITT Management Agreement”). The MITT Management Agreement Amendment will become effective automatically upon the closing of the Merger, and will have no force and effect if the Merger does not close. The MITT Management Agreement Amendment makes certain changes to the Existing MITT Management Agreement, including, (i) updating the calculation of the “Equity Hurdle Base” to be based on MITT’s book value immediately after the Effective Time, (ii) updating the income component of the incentive fee from “Adjusted Net Income” to “Earnings Available for Distribution”, (iii) updating the calculation mechanics of the incentive fee to a rolling four quarter basis, (iv) providing that no incentive fee shall be payable with respect to any calendar quarter unless Earnings Available for Distribution for the twelve most recently completed calendar quarters is greater than zero, (v) that the termination fee will be three times the sum of the average annual base management fee and the average annual incentive fee during the prior 24-month period, and (vi) providing that the incentive fee will be calculated quarterly and payable annually. The incentive fee will continue to be payable in cash, or, at the option of MITT’s board of directors, shares of MITT’s common stock or a combination of cash and shares, provided that no more than 50% of the incentive fee may be paid in shares of MITT’s common stock without MITT Manager’s consent.

All other terms and conditions of the Existing MITT Management Agreement remain substantially the same.

The foregoing description of the MITT Management Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the MITT Management Agreement Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 10, 2026, MITT and CHMI issued a joint press release announcing the execution of the Merger Agreement. On the same day, MITT made available an investor presentation regarding the Merger. A copy of each of the joint press release and the investor presentation is furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information (including Exhibit 99.1 and Exhibit 99.2) be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules have been omitted. MITT agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.